17 Aug 2018 08:01
17 August 2018
Bonhill Group plc (previously Vitesse Media plc)
("Bonhill" or the "Company")
Completion of Acquisition and Placing
and
Admission
Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight, is pleased to announce completion of the acquisition of the trade and assets of InvestmentNews for a total consideration of $27.1 million (approximately £21.3million), subject to adjustment for normalised working capital, completion of the Placing to raise approximately £19.4 million and admission of its Entire Share Capital to trading on AIM.
As previously announced, the total consideration payable in respect of the Acquisition shall be satisfied by an initial cash payment of $17.1 million (approximately £13.5 million) which is payable immediately, a deferred element of $6.0 million (approximately £4.7 million) which is payable under the Promissory Note in cash over a 35 month period from 31 October 2018, with the balance of $4.0 million (approximately £3.1 million) being satisfied by the issue of the Consideration Shares.
InvestmentNews is one of the market leading Business Information and Data & Insight brands supporting the US financial adviser and wealth manager community. Since its launch in 1997 as a weekly publication, InvestmentNews has expanded the engagement with its community through the launch of an award-winning website, live events and research and data offerings.
InvestmentNews is a US market leader among its peer group measured by the number of advertisement pages, size of digital audience, amount of website traffic and the number of paid subscribers and event attendees. It is a key information source for US based advisers, which consists of over 300,000 financial advisers, investment advisers, wealth managers, securities brokers, insurance, accounting, banking, law and other financial planning/investment professionals with over 150,000 weekly readers of its InvestmentNews publication, on average 545,000 unique monthly users, 1.6 million monthly page views of its InvestmentNews.com website and over 1,250 attendees annually to its live events. The business has 42 staff members and is headquartered in New York.
InvestmentNews has a number of attributes which Bonhill believes make it a highly attractive acquisition, namely:
· it is active in the significant US financial advisory and wealth management sector which the Directors believe has further potential for growth;
· it is a leading B2B media brand in that sector;
· it has existing high margin revenue streams;
· it has the potential to expand its Live Events and Data & Insight propositions;
· the business has been underinvested while having the potential for accelerated organic growth and accretive acquisitions; and
· it has an experienced management team.
For the year ended 31 December 2017, InvestmentNews reported audited revenues of $16.754 million (2016: $17.244 million), and profit before tax of $0.670 million (2016: $0.567 million), prior to an allocated central cost of $4.428 million, which, for the twelve months following Completion, is estimated to be approximately $1.114 million. For the six months to 30 June 2018, InvestmentNews traded ahead of budget and was approximately 15 per cent. up on the same period last year. At the half year point, it had booked revenue covering approximately 82 per cent. of its full year budget.
Total Voting Rights
Following Admission, the Entire Share Capital comprises 34,299,978 New Ordinary Shares. Each New Ordinary Share has one voting right. No New Ordinary Shares are held in treasury. Accordingly, the total number of voting rights is 34,299,978. The above figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules
Director and PDMR Shareholdings and Significant Shareholders
Following Admission, the interest of the Directors, PDMRs and significant Shareholders are as follows:
Director and PDMR Shareholdings
Name | Number of Ordinary Shares | Percentage of Entire Share Capital |
Nileshbhai Sachdev | 25,000 | 0.1% |
Simon Stilwell | 562,500 | 1.6% |
David Brown | 375,000 | 1.1% |
Nicola Dowdall | 25,000 | 0.1% |
Anne Donoghue | 4,534 | 0.1% |
Fraser Gray | 13,902 | 0.1% |
James Robson (PDMR) | 31,250 | 0.1% |
Lawrence Gosling (PDMR) | 62,500 | 0.2% |
Significant Shareholders
Name | Number of Ordinary Shares | Percentage of Entire Share Capital |
Crain Communications, Inc. | 3,815,338 | 11.1% |
Unicorn Asset Management Limited | 3,790,000 | 11.0% |
Schroder Investment Management Limited | 3,750,000 | 10.9% |
Herald Investment Management Limited | 3,302,240 | 9.6% |
Downing LLP | 3,236,250 | 9.4% |
Legal & General Investment Management Limited | 3,062,500 | 8.9% |
Anthony Cross | 1,612,500 | 4.7% |
Peter Tracey | 1,125,000 | 3.3% |
David & Monique Newlands | 1,087,500 | 3.2% |
Simon Stilwell, Chief Executive of Bonhill, commented:
"We are delighted to have acquired InvestmentNews and we welcome our new shareholders onto the register. The Acquisition is a transformational milestone for the Company and provides us with a strong financial and operational base from which to execute our growth strategy and to shape Bonhill Group plc into a leading media, data and events provider."
Save as defined herein, capitalised terms have the same meaning as in the Company's admission document published on 31 July 2018, copies of which are available on the Company's website, www.bonhillplc.com.
A US Dollar to Pounds Sterling exchange rate of $1.27:£1.00 has been applied where applicable throughout this announcement, being the spot rate as at 4.30 p.m. BST on 16 August 2018.
-ends-
For further enquiries please contact:
Bonhill Group plc | +44 (0)20 7250 7035 |
Simon Stilwell, Chief Executive David Brown, Group Finance Director
| |
Stockdale Securities Limited (Nominated Adviser and Joint Broker) | +44 (0)20 7601 6100 |
Tom Griffiths Ed Thomas David Coaten
| |
Canaccord Genuity Limited (Joint Broker) Simon Bridges Richard Andrews Ben Griffiths (ECM) Sam Lucas (ECM)
| +44 (0)20 7523 8000 |
Taurus London (Lead Adviser) | +44 (0)20 7959 7000 |
Peter Tracey Tom Fyson Tom Marriage
| |
Belvedere Communications (Financial PR) | +44 (0)20 3567 0510 |
John West Cat Valentine Kim van Beeck |
About Bonhill Group plc
Bonhill Group plc is an AIM-quoted leading B2B media business specialising in three key areas: Business Information, Live Events and Data and Insight in three key sectors: Technology, Financial Services and Diversity. Bonhill's ambition is to create content that informs, communities that engage and brands that inspire in order to enable a better business environment for our sponsors and clients.
Bonhill's flagship titles include SmallBusiness.co.uk, Growth Company Investor, Information Age, GrowthBusiness.co.uk and What Investment. Bonhill is also responsible for a growing portfolio of high-profile events, including The Quoted Company Awards, Women in IT Awards and British Small Business Awards, amongst others.
For more information visit www.bonhillplc.com