CLL.L Regulatory News (CLL)

1 Jul 2005 07:00

Cello Group plc01 July 2005 CELLO ACQUIRES LEAPFROG RESEARCH AND PLANNING Cello Group plc ("Cello"), the marketing services group which listed on AIM inNovember 2004, has acquired Leapfrog Research & Planning Limited ("Leapfrog"), aleading consumer market research and planning shop, for a total maximumconsideration of £6 million in cash, loan notes and new ordinary shares. Leapfrog, which was established in 1994 by Judy Taylor and Andrea Berlowitz,acts for a number of blue chip clients including Tesco, GSK, BBC, ScottishCourage, AA, RHM and Wyeth. The initial consideration consists of up to £3 million. £2.9 million will bepaid on completion, of which £1.74 million is payable in cash and the balancesatisfied by the issue of 1,007,819 new ordinary shares. In addition, there isa further payment of up to £0.1 million, payable 40% in loan notes and 60% innew ordinary shares, after 12 months and a maximum final consideration of up toa further £3 million dependent on the financial performance of Leapfrog for theperiod to 31 December 2009. The final consideration is payable in a mixture ofloan notes and new ordinary shares at Cello's discretion, with a maximum shareelement of 75%. For the year to 30 April 2005, Leapfrog had a turnover of £3.32 million, grossprofits of £2.28 million and profits before tax of £0.275 million. Application has been made to the London Stock Exchange for the new shares to beadmitted to AIM and it is expected that admission will take place by 6 July2005. Kevin Steeds, Cello Chairman, said: "Leapfrog is an exciting addition to the Cello Group, bringing to us first classconsumer market research and brand planning capabilities which are highlyrespected in the industry. It has a powerful synergy with Insight, oursuccessful international healthcare research and planning business. "Leapfrog is the first of a number of developments which will strengthen ourspecialist research, brand and direct marketing platforms. We expect toannounce further earnings enhancing acquisitions shortly." 1 July 2005 Enquiries: Cello GroupKevin Steeds, Executive Chairman 020 7457 2020 College HillAdrian Duffield/Clare Warren 020 7457 2020 Notes to Editors (www.cellogroup.co.uk) Cello Group plc, a marketing services group which listed on AIM in November 2004is based on three platforms, each operating within a different niche of themarketing services sector: market research, brand development and directmarketing & database management. Following the completion of the acquisition of Leapfrog, Cello will haveannualised turnover of approx £50 million, gross profits of approx £25 millionand employ over 300 people. Each platform share significant organic and acquisitive growth potential; bluechip client lists and a long track record of client loyalty; experienced, highquality management teams; profitability; and potential for enhancing grossmargins. 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 solutions. Its clients includeGlaxoSmithKline, Novartis, AstraZeneca, Shire Pharmaceuticals, NovoNordisk,Boehringer Ingleheim, Lundbeck, Pfizer, Roche and Merck, Sharp and Dohme. Brand Development • Leith - Edinburgh and London The largest and most successful advertising agency in Scotland. The agency hasbeen voted Scottish Agency of the Year for the last five years. Leith opened aLondon office in 2000 to bring its successful combination of creativity andpragmatism to a wider audience. Leith's major clients include Standard Life,Irn Bru, Scottish Executive, Standard Life Bank, Hotpoint, Goodfellas Pizza andCarling. Direct Marketing & Data Base Management • Target Group - Cheltenham and Cirencester The UK's leading direct and database marketing consultancy specialising in the "not-for-profit" and charity sector. The agency works for five of the top 20charities in the UK. In 2003 Target won two IPA Advertising EffectivenessAwards. Recently Target has begun to expand 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 agencyprovides responsive communication solutions for a wide range of clientsincluding HBOS Group, De Vere Resort Ownership, ScottishPower, Scottish Widows,Intelligent Finance and Remy Martin. Navigator's specialisms complementTarget's not-for-profit focus with expertise in the commercial market. Thisbusiness has been incorporated into the Target platform. This information is provided by RNS The company news service from the London Stock Exchange