Acquisition of Crime and Fire Defence Systems

Journeo plc (AIM: JNEO), a leading provider of information systems and technical services to transport operators, local authorities, and the public transport networks that connect them, is pleased to announce completion of the acquisition of Crime and Fire Defence Systems Limited ("CFDS"), a specialist infrastructure protection systems integrator in physical and cyber security solutions to the UK Critical National Infrastructure, Defence and Utilities markets ("the Acquisition").

The total consideration comprises approximately £10.7m in cash from existing resources, £2m in deferred cash payments repayable in equal amounts after 12 and 24 months following completion and £1m through the issue of new ordinary shares of 6.5p each in the Company (the "Consideration Shares") to the vendors of CFDS with a 24-month minimum holding period. It is expected that CFDS will have over £1m of cash on completion, resulting in an aggregate cash balance of £9m for the enlarged Group post completion of the Acquisition.

About CFDS

CFDS specialise in protection of Critical National Infrastructure sites including utilities and high security industrial and commercial applications. CFDS provide a range of solutions to enhance security infrastructure including cutting-edge access control systems, complex perimeter intrusion detection, and high-performance thermal, infra-red and visual surveillance systems.

Critical National Infrastructure protection relates to the safeguarding of essential facilities, systems, and networks, such as energy, water, transportation, and communications from threats such as terrorism, sabotage, cyberattacks, and natural disasters; to prevent severe national disruption, impact on national security, or loss of life.

Over the last few years, CFDS has seen excellent growth in this critical market and brings a strong pipeline, complementing the existing Journeo base. CFDS's clients include large, multinational companies within the utilities and industrial sectors, offering exciting cross-selling opportunities.

Acquisition highlights

For the 12 months ended 30 April 2025, CFDS reported audited revenue of £17.33m, PBT of £1.36m and had net assets of £3.93m. The Acquisition was conditional upon National Security and Investment Act approval, which was received from the Cabinet Office on 22 August 2025.

With 4 months of FY25 remaining, it is expected that the Acquisition will add £4m revenue and £0.4m PBT to current FY25 market expectations which were Group revenue of £52m and adjusted PBT of £5.2m. The Acquisition will also have a positive impact on FY26 revenue and adjusted PBT, which are expected to increase by £17m and £1.4m respectively, above current FY26 market expectations of £55m and £5.8m, whilst also prudently allowing for the necessary integration of policies, processes, systems and facilities.

Strategic rationale for the Acquisition

Journeo's strategic acquisition of CFDS will add depth and breadth to capabilities in critical 'cost of failure' solutions across public transport, passenger information and vital national infrastructure installations, such as those at major railway stations, international airports and nuclear power generation facilities. Over the last 4 years, Journeo has invested over £6m in Research and Development and launched a powerful suite of software-based solutions and services into the Fleet Operator and Local Authority markets, which combined with the acquisitions of Infotec and MultiQ Denmark in 2023, have helped generate a CAGR in revenue of 38% and CAGR in profit before tax of 102%.

These foundations, alongside the strong organic growth into established verticals, have highlighted a number of opportunities to take core capabilities into adjacent markets by acquiring profound domain expertise in attractive customer segments, where there are high barriers to entry and significant growth opportunities.

This natural expansion of the strategy opens new avenues for organic growth in areas where Journeo's core competencies and leading technologies can be deployed into correlated markets. This aligns with the 3-year goal to take Journeo to £100m revenue, with strong margins, and executing via strategies of minimum risk; always understanding the importance of domain expertise and intellectual property.

As this strategy moves forward the terminology will evolve to three significant profitable categories which better reflect the current corporate activities and growth opportunities of Journeo:

• Integrated Services: Packaged solutions of software, hardware, and services; supported 24/7
• Information Systems: Visual display of transit information and infotainment
• Infrastructure Protection: Safety focused physical and cyber security of infrastructure

Admission of Consideration Shares and Total Voting Rights

Application has been made for the 255,366 Consideration Shares to be admitted to trading on AIM and it is expected that Admission will occur on 5 September 2025 ("Admission"). Following Admission, the Company will have 17,225,794 Ordinary Shares in issue and no shares held in treasury. Accordingly, the total number of voting rights in the Company following Admission will be 17,225,794. This figure should be used by Shareholders as the denominator for calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, Ordinary Shares under the FCA's Disclosure, Guidance and Transparency Rules.

Russ Singleton, Chief Executive Officer, commented:

"We are delighted to announce the acquisition of CFDS, a recognised leader in utility Infrastructure Protection solutions. This acquisition aligns with our strategy of taking our core capabilities into adjacent markets and strengthens our offering and broadens our reach. We look forward to working closely with the CFDS team to unlock value and deliver enhanced integrated solutions to a broader client base."

A digital copy of this announcement will be available on the Group's website: www.journeo.com.