TIDMSECG
RNS Number : 9668H
SEC S.p.A
21 November 2018
SEC S.p.A.
("SEC" or the "Company"),
Acquisition of shareholding in CLAI, société par actions
simplifiée
SEC S.p.A. ("SEC" or the "Company"), the largest independent
advocacy, public relations and integrated communications agency in
the Italian market, and one of the key player in Europe announces
that it has today executed an agreement to acquire up to 100% of
the issued equity of CLAI société par actions simplifiée ("CLAI")
from its shareholders, being Eric Giuly, Anne-Marie Conte,
Jean-Pierre Tranchard, Ingrid Giuily, Aurore Giuily, Constance
Giuily, Laure Giuily, Pascale Giuily, Elisabeth Coutureau, Stephane
Barre-Lesauvage, Vanessa Levy, Laurent De Vedelly, Emile de Sellier
de Chezelles, Holding EG and Societè Clai, (the "Acquisition
Agreement") in line with its stated acquisition strategy as set out
in the Company's Admission document dated 20 July 2016.
Details of the Transaction
Under the terms of the Agreement, SEC will initially acquire 10%
of CLAI, although these shares will have 50.1% of the voting rights
of CLAI attaching to them. The initial consideration is a cash
payment of EUR490,034.81 due immediately .
Thereafter, SEC will acquire 50.01% of CLAI over the next five
years, with the second acquisition (of 40.01%) occurring between 31
July 2020 and 31 December 2020 and the third acquisition (of
additional 10%) occurring between 30 July 2023 and 30 September
2023, at SEC's discretion. Thereafter, the shareholders of CLAI can
call upon SEC to acquire the balance of their shares (the remaining
39.99%) anytime between 30 July 2025 and 30 November 2025. The
consideration for these further tranches are cash payments,
calculated by way of an earn out.
In particular, the consideration payable under the earn out will
be calculated using an EBITDA multiple of 6 based on CLAI's
reported EBITDA (subject to certain adjustments). The adjusted
EBITDA and amounts payable by SEC under the earn out will be agreed
between the parties or determined by independent accountants. It is
agreed, however, that the maximum consideration under the
Acquisition Agreement will never exceed EUR8,800,000.
The directors of the Company anticipate that the Acquisition
will be earnings enhancing based on the current share price of the
Company, although this cannot be guaranteed at this time.
Background to CLAI
The directors believe that CLAI can demonstrate a strong track
record in public and corporate affairs at a local and national
level. The award-winning agency (which has won awards including
L'Agence de l'Année Agency of the Year for Corporate Communication
from 2012 to 2014, L'Agence de l'Année Agency of the Year for
Influence 2017, Silver Top Com Public Relations for Master Cards
Award 2013 and the Silver Top Com Branding Architecture for SPIE
Award 2016) was founded by Mr. Eric Giuily, former Global Head of
Publicis Consultants at Ecole National d'Admininistration and
former CEO of various companies in transportation and media sectors
(including Causse-Walon S.A., Compagnie générale maritime et SNCM,
Pathé, Antenne 2 / France 2 and l'Agence France-Presse). Eric
Giuily has grown CLAI from being a start up enterprise with a small
team of consultants in Paris to more than 25 consultants across
France.
CLAI's consultants offer a large portfolio of services, which
are complimentary to the SEC product, including advice on social
media intelligence, communication strategies, public affairs,
community relations, brand management, media training and coaching.
All services are offered to a wider range of sectors, with both
corporate and public institutions as clients.
In the year ended 31 December 2017 CLAI's turnover was EUR
4,491,206 (audited) and it made a profit before tax of EUR 551,199
(audited).
Management and partners will remain as shareholders in CLAI
until the acquisition of the full 100% of CLAI completes in
approximately 2025 and they will continue to run the business,
retaining the values, culture and ethos for which CLAI is known,
until that date. This is in line with SEC's strategy of building a
partnership with management run consultancies who are encouraged to
retain what it is that has set them apart from the competition
rather than a network of agencies who lose their identity in the
process of being taken over by a larger multinational.
As part of the SEC Group, CLAI will have the necessary scale to
continue to build its business at a local, regional, national, and
international level benefiting from all available synergies and the
central SEC team to promote the Group services towards large Global
corporations , across Europe, the Americas, Asia and Africa.
A shareholders' agreement between SEC and Shareholders in CLAI
regulates the operation and management of CLAI following
completion. The business will continue to be managed by the
existing management but certain decisions requiring Board approval
will be taken to SEC for approval.
Eric Giuily and Elisabeth Coutureau, directors of CLAI, will
retain their roles leading CLAI, and at the same time they will
join SEC Group Management Committee, the entity whose members are
all the managing directors of SEC companies, chaired by Tom Parker,
Chairman of Cambre, the Brussels based agency focused on European
Institutions advocacy and public affairs.
For more information:
SEC S.p.A.
Fiorenzo Tagliabue (CEO): Telephone: +39 335 6008858
Cesare Valli (COO): Telephone: +39 335 202011
WH Ireland
Katy Mitchell: Telephone: +44 207 220 1666
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
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END
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