Last checked at 12 Mar 2012 15:00
Ebiquity plc
("Ebiquity" or the "Company")
Acquisition of Fairbrother Lenz Eley ("FLE")
Ebiquity plc is pleased to announce the acquisition of the entire issued share capital of FLE Holdings Limited, the holding company of the FLE Group ("FLE" or the "Acquisition"). FLE is being acquired for an initial consideration of £5m with a maximum total consideration of up to £11m, depending on the performance of the FLE business in the year ending 31 December 2012. The Company has the option to satisfy not more than 25% of the deferred consideration through the issue of ordinary shares. The Acquisition will be earnings enhancing in the first full financial year and following the realisation of identified synergies.
FLE is a leading international media consulting business with over 70% of its business derived from international client assignments. The acquisition of FLE will further strengthen Ebiquity's global reach and offering. Ian Fairbrother, FLE's founder, will remain as Chief Executive of the FLE business.
Adjusted to take account of Ebiquity's accounting policies, FLE's unaudited revenue for the year ended 31 December 2011 was £8.6m and it generated an operating profit before highlighted items of £1.0m. FLE had unaudited net assets of £2.2m at 31 December 2011 and employs over 70 people.
New debt facilities
The Company has at the same time entered into a new £30m debt facility with Bank of Ireland and Barclays. This new facility has been used to refinance existing debt, to fund the Acquisition, and to make funds available for other potential future acquisitions and working capital requirements. It is not anticipated that net debt:EBITDA (on a pro forma basis) will increase beyond 1.5 as a result of the Acquisition.
Current trading
The Board is pleased to announce that trading in the second half of the financial year continues to be in line with the Board's expectations.
Michael Greenlees, Chief Executive Officer of Ebiquity:
"Our strategy is to develop the depth of our offering, our geographic reach, and ensure that we continue to keep pace with the increasingly complex global marketing and media performance measurement market which we estimate to be worth over £800m and growing. The acquisition of FLE further strengthens our global reach and we look forward to working with Ian Fairbrother and his team."
12 March 2012
Enquiries:
Ebiquity Plc Michael Greenlees, Chief Executive Officer Andrew Beach, Chief Financial Officer
| Tel. +44 (0)20 7650 9600 |
Numis Securities Limited Nick Westlake (Financial Adviser and Nominated Adviser) David Poutney (Corporate Broking)
| Tel. +44 (0)20 7260 1000 |
College Hill Matthew Smallwood Jamie Ramsay
| Tel. +44 (0)20 7457 2020 |
Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is the Company's nominated adviser and broker. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. Numis is acting exclusively for the Company in relation to the matters, transactions and arrangements detailed in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the content of this announcement or any matter, transaction or arrangement discussed or referred to in it.