RNS No 7576q
FAIREY GROUP PLC
1st July 1997

Contact:  John Poulter, Chief Executive
          Fairey Group plc               Tel: 01784 470 470

          Charles Watson / Tom Baldock
          Financial Dynamics             Tel: 0171 831 3113


  ACQUISITION OF PROCESS MEASUREMENT COMPANY NDC SYSTEMS FOR US $30 MILLION
 
Fairey Group plc, the electronics and engineering group, has agreed to
purchase for $30 million in cash the business and assets of NDC Systems,
based in Irwindale, California, USA, together with sales and support
operations in Europe and China.
 
The Board of Fairey expects the acquisition, which complements the group's
existing process technology operations, to be earnings enhancing in 1997.
 
Information on NDC
 
NDC is a leading supplier of gauging equipment used to measure process
variables such as density, thickness and uniformity in the manufacture of
continuously extruded sheet materials (the web industry).  Products range
from portable gauges to fixed measurement and control systems for providing
on-line analysis of extruded webs.  Application areas include blown film,
pulp and paper, non-wovens, rubber and plastic sheet and flooring materials.
Customers obtain immediate information concerning their processes, together
with, if desired, automatic control of speed, dies and actuators in the
production process.  The result is the detection and elimination of product
defects and improvement in manufacturing yields and consistency.  NDC uses
its own proprietary nucleonic sensor technology and other externally sourced
gauge sensors.  Customers include major end users in the web industries as
well as original equipment manufacturers.  Approximately 40% of NDC's sales
are exported, mainly to Asia Pacific and Europe.  Sales are made through
direct sales operations based in the UK and China, US sales engineers and
manufacturers' representatives and international distributors.
 
NDC's management team will remain with the business post acquisition.
 
Following the acquisition NDC will cooperate closely with Infrared
Engineering, Fairey's on-line infrared gauging business which is a supplier
of sensors to NDC.  Opportunities to increase the sales of both businesses
will be exploited by capitalising on the companies' sensor technology and
NDC's systems and application engineering capability, and by utilising the
complementary distribution channels of the two businesses.
 
NDC's sales growth in recent years has been driven by developing export
markets and new product introductions.  In 1996 adjusted operating profits
were $2.5 million on sales of $24.2 million.  In the first half of 1997 both
sales and profits will have been significantly ahead of the corresponding
period last year.  Net assets at acquisition are warranted at $3.1 million.
NDC has 140 employees.
 
Terms of Acquisition
 
The purchase consideration of $30 million for the business on a debt free
basis will be paid at completion.
 
Payment of the consideration will be made from Fairey's existing borrowing
facilities.  As a consequence, the Group's total net indebtedness will
increase to an estimated #110 million with interest covered approximately 8
times on an annualised basis.
 
Commenting on the acquisition, John Poulter, Chief Executive, said;
 
"Fairey's electronics strategy is focussed on the acquisition of products
and technologies which provide improvements to our customers' manufacturing
efficiency.
 
NDC is the latest example of the successful implementation of this
strategy."
 


END