CLL.L Regulatory News (CLL)

19 Dec 2005 07:17

Cello Group plc19 December 2005 Cello Group plc Cello Acquires TMI UK Cello Group plc ("Cello"), the marketing services group, has acquired ChiarosHoldings Limited, the holding company for Labinah Management Training Limitedwhich trades under the brand "TMI UK". TMI UK is a leading provider oforganisational development and consultancy solutions to a range of blue chipclients. The total maximum consideration payable for TMI UK is £4.1 million incash, loan notes and new ordinary shares. Formed in 1978, TMI UK will join Cello's brand consultancy platform. It workswith a range of leading brands including Toyota, hp, Metronet, Marks andSpencer, the Foreign and Commonwealth Office, National Express Group and SercoSolutions. The initial consideration consists of £3.1 million, of which £2.3 million is incash and the balance satisfied by the issue of up to 617,721 new ordinaryshares. In addition, there is a maximum deferred consideration of up to £1million dependent on the financial performance of the business for the period to31 December 2009. The deferred consideration is payable in a mixture of loannotes and new ordinary shares at Cello's discretion. The maximum share elementwill be 75% of the deferred consideration. For the audited year to 30 June 2005, TMI UK had a turnover of £4.9 million,gross profit of £2.8 million and profit before tax of £0.28 million. Net Assetsat 30 June 2005 were £0.76 million. 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 22 December2005. Mark Scott, Cello Chief Executive, said: "TMI UK reinforces the migration of our brand platform into high end consultancyservices to major brand owners. TMI UK brings a wealth of heritage andexpertise to our growing organisational and people development capability whichis so essential for clients seeking enhanced performance. We are delighted tobe joined by such a high calibre group of professionals." 19 December 2005 Enquiries: Cello GroupMark Scott, Chief Executive 020 7457 2020 College HillAdrian Duffield/Clare Warren 020 7457 2020 Notes to Editors (www.cellogroup.co.uk) Cello Group plc is a marketing services group that listed on AIM in November 2004. 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. Following the completion of the acquisition of TMI UK, Cello will haveannualised turnover of approx. £65 million, annualised gross profit of some £35million and employ approx, 500 people. Each of Cello's three platforms has significant organic and acquisitive growthpotential; blue chip client relationships with a history of client loyalty;experienced, high quality management teams; and a track record of profitability. Market Research * Insight Research Group - London and New York Insight is a specialist healthcare market research business that 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. Insight recently acquired FML, a leading field force company. * Leapfrog Research and 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. * RS Consulting - London RS Consulting is a quantitative market research and business consultancy. Basedin London, the company employs approx 70 people across its three subsidiaries.Major clients include HP, Xerox, Sony, FedEx, Department of Work & Pensions,AXA, Yell, RBS, AON and BUPA. Brand Consultancy * 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,Silentnight and Goodfellas 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 and Database 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. Target has a leading database subsidiary, Talking Numbers and asuccessful print operation, Target Direct Print. More recently, Target helpedstart a digital business, Oomph. * 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