CLL.L Regulatory News (CLL)

1 Aug 2005 07:00

Cello Group plc01 August 2005 CELLO ACQUIRES RS CONSULTING Cello Group plc ("Cello"), the marketing services group which listed on AIM inNovember 2004, has acquired RS Consulting (Holdings) Limited ("RS"), a leadingmarket research and business consultancy, for a total maximum consideration ofup to £4.75m million in cash, loan notes and new ordinary shares. RS, formed in 1984 by Bryan Atkin & John Leston, is a predominantly business tobusiness market research agency. It works with a range of leading internationaland domestic clients including HP, Xerox, Sony, FedEx, Department of Work &Pensions, AXA, Yell, RBS, AON and BUPA. RS will join Cello's market researchplatform. The initial consideration consists of £2.4 million, of which £1.2 million is incash and the balance satisfied by the issue of 987,655 new ordinary shares atcompletion. In addition, there is a maximum deferred consideration of up to£2.35 million dependent on the financial performance of the business for theperiod to 31 December 2009. The deferred consideration is payable in a mixtureof loan notes and new ordinary shares at Cello's discretion. The maximum shareelement will be 75% of the deferred consideration. For the year to 30 September 2004, RS had a turnover of £9.6 million, grossprofit of £3.8 million and profit before tax of £0.1 million and will delivernet assets of approximately £0.5 million at completion. Application will be made to the London Stock Exchange for the new shares to beadmitted to AIM and it is expected that admission will take place by 5 August2005. Kevin Steeds, Cello Chairman, said: "We are delighted to welcome RS to the Group. They are a long established andhigh quality business that will complement our specialist healthcare andconsumer research and planning consultancies. The addition of RS furtherreinforces our focus on the high value added business advisory and consultingend of the market." 1 August 2005 Enquiries: Cello GroupKevin Steeds, Executive Chairman 020 7457 2020Mark Scott, Chief Executive College HillAdrian Duffield/Clare Warren 020 7457 2020 Notes to Editors (www.cellogroup.co.uk) Cello Group plc is a marketing services group which listed on AIM in November2004. The Group's strategy is to create value for shareholders by building a portfolioof companies around three specialist platforms, each operating within adifferent niche of the UK marketing services sector: market research, branddevelopment, and direct marketing/database management. Each platform hassignificant organic and acquisitive growth potential; blue chip clientrelationships with a history of client loyalty; experienced, high qualitymanagement teams; and a track record of profitability. Following the completion of the acquisition of RS, Cello will have annualisedturnover of approx. £65 million, annualised gross profit of over £30million andemploy over 400 people. Market Research • Insight Research Group - London and New York Insight is a specialist healthcare market research business which offers a broadrange of quantitative and qualitative research based solutions. Its clientsinclude GlaxoSmithKline, Novartis, AstraZeneca, Shire Pharmaceuticals,NovoNordisk, Boehringer Ingleheim, Lundbeck, Pfizer, Roche and Merck, Sharp andDohme. • Leapfrog Research & Planning - Windsor Leapfrog is a leading consumer market research and planning consultancy offeringqualitative and quantitative research in the UK and internationally. It actsfor a number of blue chip clients including Tesco, GSK, BBC, Scottish Courage,AA, RHM and Wyeth. Brand Development • Leith - Edinburgh and London Leith is the largest and most successful advertising agency in Scotland. Theagency has been voted Scottish Agency of the Year for the last five years.Leith opened a London office in 2000. Leith's major clients include Irn Bru,Scottish Executive, Carling, Standard Life Bank, Hotpoint, Standard Life andGoodfellas Pizza. • The Value Engineers - Beaconsfield TVE is a leading strategic brand consultancy focused on four core disciplines;branding, strategy, insight and innovation. Clients include Unilever,Carlsberg, Diageo, Sony Ericsson, ICI, Visa, T-Mobile and Britvic. Direct Marketing & Data Base Management • Target Group - Cheltenham and Cirencester Target is the leading direct and database marketing consultancy specialising inthe "not-for-profit" and charity sector. The agency works for five of the top20 charities in the UK. Target is expanding into the "grey sector" of productsand services for older people for clients such as National Trust, Saga andWhich? Limited. • Navigator Responsive Advertising - Edinburgh Navigator Responsive Advertising, Scotland's leading direct marketing agency,provides responsive communication solutions for a wide range of clientsincluding HBOS Group, De Vere Resort Ownership, ScottishPower, Scottish Widows,Intelligent Finance and Remy Martin. This information is provided by RNS The company news service from the London Stock Exchange