Acquisition of Delete Digital Marketing Limited
11 November 2010 - 6:00PM
UK Regulatory
TIDMFUZ8
RNS Number : 9961V
Fuse 8 PLC
11 November 2010
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| Date: | 11 November 2010 |
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| On behalf | Fuse 8 plc ('Fuse 8' or 'the Company') |
| of: | |
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| Embargoed | 0700hrs |
| until: | |
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Fuse 8 plc
Acquisition of Delete Digital Marketing Limited
Fuse 8 plc (AIM: FUZ8), the leading full service digital marketing agency, is
pleased to announce the acquisition ("the Acquisition") of Delete Digital
Marketing Limited ("Delete").
Delete is a full service digital agency based in central London, which provides
services to a range of high quality consumer and business brands such as
BaByliss, Decca Records and Red Bull. The Delete team is well established and
has skills and clients that, the Directors believe, complement the existing Fuse
8 business.
The acquisition of Delete fits the strategy outlined in the Company's Admission
Document issued in June 2010. The Acquisition will increase the Company's
revenues and skill-base, and more importantly provides a London platform from
which the enlarged business can service existing London clients and look to win
more clients in southern England.
Information on Delete
Delete was formed during 2010 by a number of digital agency assets being brought
together into one entity but has many years of digital experience within its
team. Delete is jointly owned by Jeremy Middleton and Graeme Burns, who are
both non executive directors of Fuse 8. As Delete has been recently formed there
is no historic turnover or profit. Based on unaudited management accounts at 30
September 2010 Delete had negligible net assets and in the quarter to 30
September 2010 achieved sales of approximately GBP150,000 and profit before tax
of approximately GBP30,000. Delete currently has six employees. The Directors
anticipate that the Acquisition will be earnings enhancing within the first 12
months of ownership.
Terms of the Acquisition
The consideration for the acquisition is to be satisfied entirely by the issue
of new ordinary shares of 2 pence each in the Company ("Ordinary Shares"). The
number of new Ordinary Shares to be issued at completion is 1,250,000,
representing approximately GBP400,000.
Completion of the Acquisition is expected to take place on 1 December 2010 and
application will be made for the 1,250,000 new Ordinary Shares to be admitted to
trading on AIM. It is expected that admission will be effective and trading
will commence on 1 December 2010.
Related Party Transaction
Jeremy Middleton and Graeme Burns who each own 50% of Delete are related parties
for the purposes of Rule 13 of the AIM Rules for Companies. The Independent
Directors (being all directors excluding Jeremy Middleton and Graeme Burns),
having consulted with the Company's nominated adviser finnCap, consider that the
proposed transaction is fair and reasonable insofar as the Company's
shareholders are concerned.
Following the Acquisition, Jeremy Middleton and Graeme Burns will each own
625,000 Ordinary Shares, representing 5% of the enlarged issued share capital
and the Company will have 12,600,000 Ordinary Shares in issue, all carrying
voting rights. The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify
their interest in, or change to their interest in, Fuse 8 under the FSA's
Disclosure and Transparency Rules.
As the Acquisition is of a non-cash asset from Directors with a value of more
than GBP5,000 then, under Companies Act legislation, it requires the approval of
shareholders at a general meeting. A notice to shareholders is being sent
calling this general meeting on 30 November 2010. The Company has received
irrevocable undertakings from the three Executive Directors of the Company,
representing 72% of the ordinary share capital, to vote in favour of the
Acquisition.
Nigel Hunter CEO of Fuse 8 plc said
"We are delighted that Delete is joining the Fuse 8 group. Delete is an
impressive team with similar skills and mindset to that of Fuse 8. The Board
feels that by successfully integrating the business, the enlarged Group will
benefit from greater expertise and having a London operation."
For Further Information please contact:
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| Fuse 8 plc | |
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| Nigel Hunter / Graeme Burns | Tel +44 (0)113 260 4600 |
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| | |
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| finnCap | |
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| Geoff Nash / Charlotte Stranner | Tel +44 (0) 20 7600 1658 |
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| | |
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| Redleaf Communications | |
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| Rebecca Sanders-Hewett / Mike | Tel +44 (0) 20 7566 6700 |
| Ward | |
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Notes to editors:
Fuse 8 is a full service digital marketing specialist covering a wide spectrum
of services, ranging from creative development services to Search Engine
Optimisation (SEO). Fuse 8, which has offices in Leeds and Russia, centres most
of its services around enhancing clients' reputations by helping to market and
build their brands. The Group's principal expertise is in assisting its clients
to build, grow and develop their online brands and, through this, help to drive
sales and market share growth.
Fuse 8's current service offering encompasses the five main sectors below:
* Online & Digital
* Creative Services
* Media Planning & Buying
* Marketing consultancy, and
* Media Planning, Press & Public Relations
Fuse 8 was founded in 2000 by Mark Walton and Robert Andrew Hutchinson. As an
early adopter of online technology, the Company has spent ten years developing
and refining its digital marketing offering and has developed and grown rapidly
in a fragmented marketplace. The business now services more than 100 clients
across the UK, Continental Europe, and the USA. Major clients currently include:
Miele, Manpower, Alton Towers, Dr Oetker, Persimmon Homes, British Airways,
Central Office of Information, UK Trade & Investment, and Arla Foods.
Fuse 8 is listed on the London Stock Exchange under the symbol FUZ8. Further
information on the Company can be accessed at www.fuse8.com.
For more information on Delete Digital Marketing Limited, please go to
www.deletelondon.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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