SpaceX IPO is the biggest IPO in stock market history. Join the conversation.Click here

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksGRA.L Regulatory News (GRA)

  • There is currently no data for GRA

Acquisition

8 Nov 2010 07:00

RNS Number : 7508V
Printing.com plc
08 November 2010
 



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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ACQGMMGMMNNGGZZ
Date   Source Headline
28th Apr 202011:30 amRNSDirector/PDMR Shareholding
25th Mar 202012:30 pmRNSTrading Statement and Acquisition Strategy
26th Feb 20207:00 amRNSBlock admission application
9th Jan 20208:30 amRNSDirectorate change
27th Nov 20191:09 pmRNSDirector/PDMR Shareholding
27th Nov 20197:00 amRNSHalf-year Report
30th Sep 20195:00 pmRNSTotal Voting Rights
25th Sep 20193:18 pmRNSResult of AGM
20th Sep 20193:20 pmRNSExercise of Options
30th Aug 20195:00 pmRNSTotal Voting Rights
28th Aug 20197:00 amRNSFinal Results
20th Aug 20195:08 pmRNSHolding(s) in Company
19th Aug 20194:06 pmRNSHolding(s) in Company
19th Aug 20193:21 pmRNSHolding(s) in Company
19th Aug 20199:42 amRNSHolding(s) in Company
16th Aug 20195:34 pmRNSHolding(s) in Company
15th Aug 20195:19 pmRNSHolding(s) in Company
12th Aug 201910:45 amRNSResult of General Meeting
24th Jul 20197:00 amRNSIssue of Equity & notice of GM
3rd Jul 20197:00 amRNSTrading update and notice of AGM
2nd Jul 20197:00 amRNSUpdate - acquisition of Image Everything
9th Apr 20198:42 amRNSDirector/PDMR Shareholding
29th Mar 20195:30 pmRNSTotal Voting Rights
28th Mar 20193:33 pmRNSHolding(s) in Company
28th Mar 20191:51 pmRNSHolding(s) in Company
28th Mar 201912:00 pmRNSHolding(s) in Company
28th Mar 201912:00 pmRNSHolding(s) in Company
26th Mar 20197:00 amRNSAcquisition of Artichoke Design
25th Mar 20197:00 amRNSSubscription to raise £1.1m and Director Dealing
17th Jan 20194:00 pmRNSInvestment in Production Hub
28th Nov 20187:00 amRNSHalf-year Report
26th Sep 20188:30 amRNSUpdate re the acquisition of Image Everything
15th Aug 20187:00 amRNSEmployee Share Scheme
27th Jul 20182:16 pmRNSResult of AGM
27th Jul 20187:00 amRNSAGM Statement
5th Jul 201810:44 amRNSAcquisition of AG Signs
26th Jun 20187:00 amRNSBOARD CHANGES
11th Jun 20187:00 amRNSFinal Results
31st May 20185:00 pmRNSTotal Voting Rights
4th May 20184:25 pmRNSHolding(s) in Company
3rd May 20183:25 pmRNSHolding(s) in Company
3rd May 20181:28 pmRNSHolding(s) in Company
3rd May 20181:26 pmRNSHolding(s) in Company
3rd May 20189:00 amRNSHolding(s) in Company
2nd May 201810:30 amRNSResult of General Meeting and Total Voting Rights
27th Apr 20189:06 amRNSGrant of Extended Master Licence Agreement
13th Apr 20184:53 pmRNSDirector/PDMR Shareholding
13th Apr 20181:15 pmRNSIssue of Equity and Change of Adviser
23rd Mar 20187:00 amRNSTrading Statement
5th Mar 201810:33 amRNSHolding(s) in Company

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.