Altitude Group Regulatory News (ALT)

4 Jul 2006 07:01

Dowlis Corporate Solutions plc04 July 2006 Date: 4 July 2006 On behalf of: Dowlis Corporate Solutions PLC ("Dowlis" or "the Company") Embargoed until: 0700hrs Dowlis Corporate Solutions PLC • Acquisition Dowlis Corporate Solutions PLC, the marketing, information and logisticssolutions business, today announces the acquisition of Customer Focus (Software)Limited ("Customer Focus or "CF""). Customer Focus is a provider of marketingdriven business software, designed and developed in the UK for SMEs. Under the terms of the acquisition, Dowlis is undertaking a stepped acquisition,acquiring 80% of the issued share capital for £160,000 to be satisfied by theallotment and issue of 344,086 new ordinary shares of 0.4p each in the capitalof Dowlis ("Ordinary Shares"), for which application for admission has been madeand trading is expected to commence on 7 July 2006. The sellers are subject toa lock in period of 24 months in respect of these Ordinary Shares together withorderly market arrangements for a further 12 months thereafter. The remaining20% of the issued share capital of CF is subject to a put option which may beexercised by the sellers no earlier than the 5th anniversary of the date ofcompletion and no later than the 10th anniversary of completion. The remainingconsideration payable for the 20% of the issued share capital of CF reflects thesellers' confidence in Customer Focus's potential under the Dowlis umbrella;this consideration will be calculated at ten times the average pre-tax profitattributable to that minority interest in Customer Focus for the two financialyears immediately preceding exercise, subject to a maximum payment of £10million. This consideration is to be payable in new Dowlis Ordinary Shares orbank guaranteed loan notes, at the discretion of Dowlis. As part of the acquisition, Customer Focus has acquired the business and certainof the assets of Customer Focus (Sheffield) Limited for £138,000 in cash, whichhas been provided by way of a loan from Dowlis to CF. Management accounts showthat the current user base of Customer Focus delivered sales to the year ended30 April 2006 of £675,115 and operating profit for the same period of £34,488.The value of net assets acquired was negligible. Customer Focus is to be renamed Industry Software Solutions Limited. Commenting on the acquisition, Colin Cooke, Chairman, said: "Our acquisition of Customer Focus is in line with our strategy of deliveringcomplete business solutions for the Promotional Merchandise and other relatedindustries. It will also enable Dowlis to enhance significantly itstechnological solutions and enable the Group to automate more of its ownprocesses." Andrew Talbot of Customer Focus, added: "We believe that our potential as part of Dowlis is far greater than as anindependent. We have therefore agreed to be acquired by Dowlis at this stage ofour evolution as we believe that the terms reached are a win/win for bothparties - we retain a significant stake in the upside of our business goingforwards whilst Dowlis benefits from the substantial enhancements that CustomerFocus will deliver in driving its growth." - ENDS - Enquiries: Dowlis Corporate Solutions plc www.dowlis.comMartin Varley (Chief Executive) 0870 224 6677 Redleaf CommunicationsEmma Kane/Sanna Lehtinen 020 7955 1410 Corporate Synergy PLCRhodri Cruwys 020 7448 4400 Zeus CapitalAlex Clarkson 0161 831 1512 Notes to Editors: • Publication quality photographs are available via Redleaf. • Dowlis has an experienced Board which comprises: Colin Cooke, Chairman, who has 21 years' experience as a public company director; Martin Varley, Chief Executive Officer, who has 17 years' experience in the promotional merchandise industry and has gained an extensive knowledge of the supply and distribution sectors of the market; Barrett Bedrossian, Finance Director, formerly finance director of Exley Publications Ltd prior to which he spent 14 years at a subsidiary of 4imprint PLC; Craig Slater, Non Executive Director, currently a Director of RTS prior to which he was finance director and then Chief Operating Officer of 4imprint PLC; and, Keith Willis, Non Executive Director, who was awarded a lifetime achievement award from PROMOTA in recognition of his 30 years' contribution to the industry. • It is estimated that the annual UK market for promotional merchandise is £1 billion (source: PROMOTA), which comprises approximately 2,000 distributors supported by 600 UK based suppliers of a wide range of products and services. • The Group currently has four primary sales channels: Promotional Products - the Directors believe Dowlis is the second largest distributor of promotional products in the UK. It sources products from around the World which are then personalised in accordance with the client's brand and design guidelines in support of their wider marketing campaigns. Trade OnlyTM - suppliers to independent distributors via an annual catalogue, exhibition and website. Trade OnlyTM receives orders from approximately 25 per cent of the UK's distributors who access the Trade OnlyTM range which features 600 products all of which are branded to the distributors' specification. Trade OnlyTM has entered into a letter of intent with Technologo to provide Trade OnlyTM and its distributor customers with the opportunity to show their clients branded products on screen before they order. Information Services - a bespoke, industry specific website that contains detailed information on over 1,000 products including full details of the supplier and also detailed product information. Revenue is generated from suppliers wishing to be featured on the website. Dowlis Communications - a design agency based in Manchester, providing a range of services which cover all aspects of design and marketing, including print and brochure production, media planning and buying. It is expected that Dowlis Communications will provide the platform for a number of potential additional services that can be added to the Group's offering as the strategy to focus on marketing services is developed. The Group's offering is underpinned by its investment in software and information technology. Its bespoke sales order processing system and product database was carefully designed to complement the strategy of the Group. The Directors believe that it will provide the Group with a competitive advantage over others in the industry. This information is provided by RNS The company news service from the London Stock Exchange