Next Fifteen Comm Acquisition
27 September 2016 - 4:00PM
UK Regulatory
TIDMNFC
Next Fifteen Communications Group plc
("Next 15" or the "Company" or the "Group")
Acquisition of Pinnacle
Next 15, the digital communications group, is pleased to
announce the acquisition of the entire issued share capital of PMC
Investments Limited ("Pinnacle"), a specialist technical content
and digital marketing business with customers in the electronics,
telecoms and engineering sectors, including Toshiba Electronics,
Sandvik Coromant and European Telecommunications Standards
Institute.
Simon Flatt (Managing Director) co-founded Pinnacle in 1996 and
will remain in the business following the acquisition. Going
forward, Pinnacle will be managed as one business alongside
Publitek Limited, which was acquired by the Group in March 2016
(together "Publitek Group").
The initial consideration for the acquisition is approximately
GBP4.4 million, of which approximately GBP4 million is to be
satisfied in cash with the balance to be satisfied by the issue to
the vendors of 119,706 new ordinary shares of 2.5p each in the
Company ("ordinary shares"). The business is being acquired
debt-free.
As part of the acquisition, Next 15 will settle GBP1.7 million
of the Publitek contingent consideration early in order to align
the earn-outs of these two businesses, of which approximately
GBP1.6 million is to be satisfied in cash with the balance to be
satisfied by the issue to the vendors of 42,017 ordinary shares.
Further consideration may become payable based on the average
profits of Publitek Group for the years ending 31 January 2018,
2019, 2020 and 2021. Any deferred consideration that becomes
payable may be satisfied by cash or up to 25 per cent in new
ordinary shares in the Company, at the option of Next 15. The
acquisition is expected to be earnings-enhancing for the Group in
the current financial year.
For the year ended 31 March 2016, Pinnacle reported net revenues
of GBP2.2 million, adjusted profit before tax of GBP1.1 million and
net assets of GBP0.9m and has performed strongly in the financial
year to date. Although Pinnacle is based in the UK, approximately
25% of its revenue comes from US-based clients.
Application has been made to the London Stock Exchange for
161,723 ordinary shares to be admitted to AIM and it is expected
that admission will take place on 30 September 2016. Following the
issue and allotment of the new ordinary shares, the Company will
have 73,260,114 ordinary shares in issue. No ordinary shares are
held in treasury.
Tim Dyson, CEO of Next 15, commented: "Pinnacle extends our deep
tech marketing capabilities and will enable us to accelerate our
plans to build a similar business in the US. Simon Flatt and Bob
Jones' history of working together gives us the opportunity to
integrate their businesses without many of the usual challenges
that mergers present. Advanced technologies require highly
specialist marketing skills which Pinnacle and Publitek bring to
the Group."
Simon Flatt, Pinnacle MD, said: "Pinnacle has built a solid
reputation for developing and delivering integrated, content-based
marketing communications campaigns that target highly technical
global audiences. It is clear that Next 15 truly recognises the
value of this content-led approach. By becoming part of this
dynamic, international group, we believe we can further enhance the
value we bring to our existing clients, take better advantage of
global opportunities, and further accelerate plans for growth."
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation.
Enquiries:
Next Fifteen Communications Group plc
Tim Dyson, CEO +1 415 350 2801
Investec Bank plc
Keith Anderson / Matt Lewis / Dominic Emery +44 20 7597 4000
View source version on businesswire.com:
http://www.businesswire.com/news/home/20160926006495/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
September 27, 2016 02:00 ET (06:00 GMT)
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