Acquisition(s)
11 July 2006 - 5:10PM
UK Regulatory
11 July 2006
First Artist Corporation plc ("First Artist" or the "Company")
ACQUISITIONS OF PROACTIVE SCANDINAVIA A/S AND N.C.I. MANAGEMENT LIMITED
AND
PLACING OF NEW ORDINARY SHARES TO RAISE APPROXIMATELY �1.0 MILLION
First Artist Corporation plc (AIM: FAN), the acquisitive sports and
entertainment group, announces the acquisitions (conditional in one case on the
completion of a placing by the Company) of Proactive Scandinavia A/s
("Proactive Scandinavia") from Formation Group plc (AIM:FRM) ("Formation") for
�1.75 million plus both the net asset value of Proactive Scandinavia as at 31
May 2006, estimated to be approximately �250,000 to be paid in cash on
completion and �250,000 payable in 2 instalments to Karsten Aarbrink, Proactive
Scandinavia's continuing executive director (the "Proactive Acquisition") and
N.C.I. Management Limited ("NCI") from Nicola Ibison for a maximum
consideration of �1.75 million (the "NCI Acquisition"), together (the
"Acquisitions").
In addition, the Company announces today the placing of 16,758,334 new ordinary
shares of 0.25 pence each in the share capital of the Company (the "Placing
Shares") by Arbuthnot Securities Limited with institutional and other investors
(including certain executive directors of the Company) at a price of 6 pence
per Placing Share to raise approximately �1.0 million before expenses (the
"Placing"). The Placing Shares represent approximately 18.7 per cent. of the
existing issued share capital of the Company. The net proceeds of the Placing
will be used for the Acquisitions and for working capital purposes. The balance
of the cash consideration payable for the Acquisitions will be financed from
new banking facilities.
The Board anticipates that each of the Acquisitions will be earnings enhancing
immediately.
Proactive Scandinavia
Proactive Scandinavia is an established football management agency based in
Copenhagen, Denmark and is currently owned by Formation. Proactive Scandinavia
has 13 staff with offices in Denmark and Norway, a presence in Portugal and
also operates in Germany, Holland, Sweden and Belgium. It has 8 registered
football agents, representing over 90 players in both the UK and across Europe
including Thomas Gravesen and Claus Jensen. In the year to 31 August 2005,
Proactive Scandinavia reported audited turnover of approximately �1.6million
and operating profit of approximately �0.3 million. As at 31 August 2005,
Proactive Scandinavia had net assets of approximately �0.5 million.
The Proactive Acquisition will expand the Company's existing football agency
businesses, provide it with a North European base and strengthen First Artist's
position as a leading force in the European football market. On completion of
the Proactive Acquisition, the Company will pay �1.75 million in cash to
Formation and, in addition, will pay �150,000 in cash to Karsten Aabrink with a
further �100,000 being payable by the Company to him on the first anniversary
of completion. Karsten Aabrink has agreed a new two year service contract,
subject to termination by 12 months' notice thereafter. It is intended that
Proactive Scandinavia will be re-named First Artist Scandinavia A/S following
completion.
On completion of the Proactive Acquisition, the Company will pay to Formation
approximately �130,000 being equal to a sum advanced by Formation to Proactive
Scandinavia.
NCI
NCI is one of the UK's leading entertainment agencies. It was established by
former GMTV producer Nicola Ibison in 1997 and currently represents over 50 TV
presenters and journalists. Based in central London with 7 employees, NCI is a
full service agency handling, book deals, PR and radio. In the year to 31 March
2006, NCI reported turnover of �0.73 million and operating profit of �0.37
million. As at 31 March 2006, NCI had net assets of approximately �0.13
million.
NCI will complement First Artist's existing Entertainment Division led by
Corinne Goodall to create one entertainment agency with approximately 100
clients (as at completion) having a particular strength in brokering deals for
TV presenters. Other members of the First Artist group are expected to benefit
from the NCI Acquisition as it is expected to create opportunities both for its
existing events division, The Finishing Touch (Corporate Events) Limited, and
its financial advisory business, ABG Financial Management Limited, which
specialises in providing financial advice to celebrities, professional
sportspeople and other high net worth individuals. Nicola Ibison will become
Managing Director of First Artist's combined entertainment division with
Corinne Goodall becoming Deputy Managing Director.
The consideration payable by the Company in respect of the NCI Acquisition will
be settled by the aggregate of the following (subject to a maximum
consideration payable of �1.75 million):
* initial cash consideration of �650,000;
* an amount equal to NCI's net assets on completion (forecast to be
approximately �210,000), payable in cash;
* by the issue by the Company to Nicola Ibison of 500,000 new ordinary shares
of 0.25 pence each in the capital of the Company ("Ordinary Shares") at a
deemed rate of 10 pence per share, representing approximately 0.5 per cent.
of the Company's existing issued share capital (the "Acquisition Shares");
* further payments to be satisfied by a combination of unsecured loan notes
and the allotment of Ordinary Shares, depending on the combined NCI/First
Artist existing Entertainment Division achieving certain performance
targets in each of the next three years.
Under the Placing, Jon Smith (Chief Executive), Richard Hughes (Finance
Director), Phil Smith (Executive Director) and Vincenzo Morabito (Executive
Director) have each conditionally subscribed for 166,667 Placing Shares at the
Placing Price. On completion of the Placing, Jon Smith will hold 11,610,110
Ordinary Shares, representing 10.88 per cent. of the Company's enlarged
ordinary share capital following Admission, Richard Hughes will hold 900,000
Ordinary Shares, representing 0.84 per cent. of the Company's enlarged ordinary
share capital following Admission, Phil Smith will hold 8,219,089 Ordinary
Shares, representing 7.70 per cent. of the Company's enlarged ordinary share
capital following Admission, and Vincenzo Morabito will hold 8,219,090 Ordinary
Shares, representing 7.70 per cent. of the Company's enlarged ordinary share
capital following Admission.
Application has been made to the London Stock Exchange for the Acquisition
Shares and the Placing Shares (together the "New Ordinary Shares") to be
admitted to trading on the Alternative Investment Market of the London Stock
Exchange ("AIM"). The New Ordinary Shares will rank pari passu with the
existing Ordinary Shares. The Placing is conditional, inter alia, on the
admission of the New Ordinary Shares to AIM becoming effective ("Admission"),
which is expected to occur on 14 July 2006, when dealings in the New Ordinary
Shares are expected to commence. Following Admission, the Company will have
106,700,571 Ordinary Shares in issue.
Commenting on the Acquisitions and the Placing, Jon Smith, Chief Executive of
First Artist, said,
"We are pleased to be delivering on our declared strategy of acquiring
complementary businesses that strengthen the Group's position in the sports and
entertainment arenas. The Acquisitions expand significantly our position in
both the football agency and celebrity representation industries. We now look
forward to the two-way flow of opportunities across our celebrity
representation, sports representation, event management and wealth management
divisions as a result of the Acquisitions. We will continue to identify and
acquire relevant businesses as they present themselves.
"Furthermore, we are delighted with the success of the Placing and we welcome
our new investors and thank our existing shareholders for their continued
support."
For further information please contact:
First Artist Corporation plc 020 8900 1818
Jon Smith, Chief Executive
Richard Hughes, Finance Director
Arbuthnot Securities 020 7012 2000
Tom Griffiths/Andrew Fullerton
gth media relations
Toby Hall/Jade Mamarbachi 020 7153 8039/8035
END
Volution (LSE:FAN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Volution (LSE:FAN)
Historical Stock Chart
From Jul 2023 to Jul 2024
