8 Nov 2010 07:00
For Release
7:00am
8 November 2010
PRINTING.COM PLC
("Printing.com" or "the Company")
Acquisition of Media Facility Group BV
Printing.com plc, a chain with 291 printing outlets (principally franchises) across the UK and Ireland, is pleased to announce that it has acquired the entire share capital of Media Facility Group BV ("MFG"), a Netherland's-based provider of a similar range of products to Printing.com.
The consideration paid for the acquisition being €2.00 million - paid part in cash and in part by the issue of ordinary shares in the Company.
The share consideration comprised 2,562,164 ordinary shares in Printing.com to be satisfied by the issuance of 1,948,462 new ordinary shares and 613,702 ordinary shares from Treasury. The shares were issued at a price of 33.2p being the price of the Company's shares when the principles of the transaction were agreed. Half of the Shares allotted pursuant to the transaction, are subject to a 'lock-in' period of one year, the remainder two years. All of these shares will be admitted to trading on AIM as soon as it is practicable to do so.
The total cash consideration amounted to €1million, with €0.5 million funded from Printing.com's existing cash resources. The remaining cash tranche was met via the issue of a Convertible Loan note, repayable (or convertible, at the option of the vendors, into ordinary shares also at 33.2p) in equal tranches at months 3,6,9 and 12 post completion.
Information on MFG
MFG's last filed accounts for the year ended 31 December 2009 showed a profit of €14,000 for the year and net assets of €(61,000). Post this, the Company's enquiries show that MFG has traded close to breakeven, allowing for exceptional costs, relating to this transaction, of circa €170,000 including professional fees and compensation paid to an outgoing director.
MFG operates from Rotterdam, Holland and employs 25 staff across sales, marketing and operations. MFG vends a range of printed items, including flyers, leaflets, business cards and letterheads, the products and services are similar in nature to those of Printing.com.
Across the Netherlands, MFG operates a number of online channels via its proprietary websites Flyerzone.nl, Drukland.nl and Printrepublic.nl.
Appointment of director
Previously, Hans Scheffer, the present Managing Director of MFG, led a management buy-out of the company in 2008. Under his stewardship the Company's enquiries show that MFG's annualised sales have grown from circa €2.3 million to €6.7 million.
Following the acquisition, Hans Scheffer is continuing in the same capacity and is joining the Board of Printing.com plc. Hans contracts his executive services via a holding company and is paid €150,000 per year. He is entitled to a bonus of up to 15% of fees per year linked entirely to growth in earnings of Printing.com plc. The contract is subject to an initial 12 month notice period reducing to six months after the first year. Additionally, should the Company terminate his contract for convenience he is entitled to a payment equivalent to one year's fees.
Further information relating to Hans Scheffer (aged 28)
Current directorships: Media Facility Group BV, HS Invest Holding BV.
Past directorships: 2 Go Events BV
There are no further matters in connection with the appointment of Hans Scheffer that need to be disclosed under Schedule Two paragraph (g) of the AIM Rules.
As a result of the acquisition of MFG, Hans Scheffer has an interest in 1,281,082 ordinary shares in the Company representing 2.73 per cent of the issued ordinary share capital.
Reasons for the acquisition:-
In line with Printing.com's stated strategy, as detailed in the 2010 final results, the acquisition will enable the Group to exploit its intellectual property in other international markets and the Directors believe that the acquisition of MFG represents an excellent way to achieve this objective; | |
The management of MFG has shown entrepreneurial endeavour, expanding MFG as they have done. By adding elements of Printing.com's software, systems and know-how, the Directors believe that they can assist the MFG team in taking the MFG business to the next level; | |
MFG's management were already looking at ways to add 'template' technology to their online channels, of a similar ilk to that being introduced by Printing.com and accordingly this provides an excellent way to commercially exploit Printing.com's new template technology; | |
Currently, MFG subcontracts its printing processes and does not have printing facilities itself. This provides the scope to transfer some of MFG's production requirement to Printing.com's Manchester Hub. By doing so, presently unutilised capacity at the Manchester Hub can be exploited; | |
MFG has many clients who resell the services onto their clients. The Directors believe that this provides an excellent basis for the launch of the Printing.com 'Bolt-on' formula in the Netherlands; | |
Moving forward, and as-and-when it is commercially prudent to do so, the additional volumes from MFG, coupled with those from Printing.com France, could provide the necessary volumes to justify an additional Printing.com Hub in continental Europe; |
Commenting on the acquisition, Printing.com's Chief Executive Tony Rafferty said, "We're looking forward to working with our new partners at MFG to establish a pre-eminent position in the Dutch marketplace. This provides an excellent opportunity for Printing.com to further exploit its intellectual property within the Euro zone."
Hans Scheffer, Managing Director of MFG, added: "We were of the belief that MFG could have reached the point where listing its shares on a public market made practical sense, but partnering with Printing.com in this way, makes eminently more strategic sense than unilaterally developing our business".
"By adding Printing.com's new template systems, we'll achieve speed to market and scalable systems in a way that would have otherwise proved expensive in time and money."
For further information:
Printing.com plc | |
Tony Rafferty (Chief Executive) | 07966 517 336 |
Alan Roberts (Finance Director) | 0161 848 5713 |
Cubitt Consulting (Media Enquiries) | |
Chris Lane / Samantha Boston | 0207 367 5100 |
Brewin Dolphin Ltd (Nominated Adviser) | |
Mark Brady | 0845 213 4729 |
Notes to Editors
Printing.com
In the UK, Ireland and France Printing.com offers a broad product range including leaflets, booklets, postcards, promotional cards, invitations, letterheads and business cards to consumers and small and medium sized companies. Unlike its competitors, Printing.com's Stores and Franchises do not depend on any printing equipment on location. The Group's printing and ancillary equipment is based at the centralised Production Hub with the head office in Manchester. All work is produced in full four colour rather than two colour. The printing sector has traditionally been served by smaller printing companies or other On Demand Printers and is estimated to be worth some £1- £2 billion.
Printing.com has three routes to market: Franchise Stores, Bolt-on Franchises and Company owned Stores.