The Acquisition is at an enterprise value (on a cash free, debt free basis) of £5.87m, including Editions Publishing Limited’s net assets at completion, estimated at £0.2m. The consideration payable by Communisis totals approximately £7.1m, including acquired cash of about £1.2m. The consideration will be satisfied in cash of approximately £5.4m and through the issue of 3,003,533 new ordinary shares of 25p each in the share capital of Communisis (the “Consideration Shares”) to the value of £1.7m, based on the averagemiddle market closing price over the 5 business days prior to 3 September 2013, of 56.6 pence per ordinary share.
The Consideration Shares will rank equally in all respects with Communisis’ existing ordinary shares. 574,204 and 2,429,329 Consideration Shares are subject to an absolute lock-in for one and two years respectively after the Acquisition. After the second anniversary of the Acquisition the 2,429,329 Consideration Shares will only be tradable on an orderly market basis through the Group’s brokers.
Editions Publishing Limited, trading as Editions Financial (“EF”), has delivered in excess of 2,000 projects for more than 33 financial brands over 14 years. EF is based in Edinburgh and has a 31-strong team of specialist writers, designers, digital experts, content strategists, broadcasters and marketing specialists.
EF works directly with major financial brands to develop their content strategies (including benchmarking, proposition development and campaign planning). It then implements the strategy by providing a co-ordinated content marketing delivery service in all key channels including copywriting, video production, digital content, print and digital magazines, ezines, social media, event content and front line sales collateral.
The Acquisition is projected to be earnings enhancing in its first full year of ownership by the Group. For the year ended 31 August 2012, EF recorded profit before tax of £0.5m on turnover of £2.6m with gross assets of £1.3m at the year end. Turnover and profit increased during the year ended 31 August 2013 and continued organic growth is expected in 2014 and beyond, supplemented by synergy opportunities within the enlarged Group.
Andy Blundell, Communisis Chief Executive, said, “As the UK’s leading content marketing agency within the financial services sector, Editions Financial is a clear strategic fit with the Group’s aspiration to broaden and deepen its service offering. The acquisition also strengthens our already strong position in the financial services sector. We are delighted that the owners have decided to join Communisis and that they are equally committed both to the continuing development of the Editions Financial business and to the growth and expansion of the Group.”
Caspian Woods, Founder and Chairman of EF, commented, “Joining Communisis is an excellent opportunity for us to accelerate the growth of our business, to provide a broader range of services to our clients and to offer a richer experience to our staff, with the backing and resources of a larger group. As more brands adopt content marketing, the most important aspect will be its relevance to the reader. Communisis’ unparalleled capabilities in data-driven personalised communications coupled with compelling content will make for a powerful proposition. Developing it will be an exciting challenge for us and the Editions Financial team.”
Application will be made to the UK Listing Authority for the Consideration Shares to be admitted to the Official List maintained by the UK Listing Authority and to the London Stock Exchange for the Consideration Shares to be admitted to trading on its Main Market for listed securities. It is expected that admission of the Consideration Shares will become effective, and that dealings in the Consideration Shares will commence, at 8.00 a.m. on 11 September 2013.
Following admission of the Consideration Shares, the Company’s issued share capital will consist of 194,405,651 ordinary shares of 25p each with voting rights. The Company does not hold any ordinary shares in treasury.
UK, Leeds & Edinburgh