17 Dec 2012 12:37
Dods (Group) plc ("Dods" or the "Company")
Acquisitions of Biteback Media Limited and Holyrood Communications Limited
Dods is pleased to announce that it has entered into an agreement to purchase Biteback Media Limited ("Biteback"), (excluding its publishing subsidiary), and Holyrood Communications Limited ("Holyrood") from Political Holdings Limited ("PHL").
The consideration payable for Biteback is £795,000 in cash. The Holyrood acquisition is to be settled by £416,806 in cash plus a further potential payment of £250,000 if certain gross profit targets are met. Biteback Media Limited publishes Total Politics, a monthly political magazine, and organises associated events. Biteback generated an EBITDA loss of £0.35 million for year to 31 December 2011 on revenues of £0.47 million. Based on the management accounts for the ten-month period to 31 October 2012 Biteback generated revenues of £0.7 million, an EBITDA loss of £0.1 million and had net assets of £0.2 million after an adjustment for intercompany loans. Holyrood is a publishing and events business based in Edinburgh, with particular focus on Scottish politics and current affairs. The acquisition of Holyrood will enable Dods to benefit from the increase in political activity in Scotland over the next two years. In the year ended 31 March 2012 Holyrood achieved revenues of £1.9 million and generated EBITDA of £0.1m.
The acquisitions will provide new cross selling opportunities for the Company's existing products thereby strengthening Dods' position as the leading UK provider in public affairs communications. The board of Dods expects both Biteback and Holyrood to be earnings enhancing for Dods in the year ending 31 March 2014.
The acquisitions constitute a related party transaction pursuant to AIM Rule 13, since Biteback and Holyrood are majority owned by Lord Ashcroft KCMG, a substantial shareholder in Dods. Having consulted with the Company's nominated adviser the directors of Dods, other than Andy Wilson, who is not considered independent of Lord Ashcroft, consider the transaction to be fair and reasonable insofar as its shareholders are concerned.
For further information please contact:
Dods (Group) plc +44 (0)20 7593 5500
Keith Sadler, Chief Executive Officer
Cenkos Securities plc +44 (0)20 7397 8900
Nicholas Wells / Adrian Hargrave