Moneysupermarket.Com Regulatory News (MONY)

1 June 2012

MoneySupermarket.com Group plc

Proposed Acquisition of MoneySavingExpert for up to £87 million

MoneySupermarket.com Group plc ("MoneySupermarket.com" or the "Company") today announces that it has conditionally agreed to acquire MoneySavingExpert as a going concern from Martin Lewis and MoneySavingExpert.com, for consideration of up to £87 million (the "Acquisition"). 

MoneySavingExpert operates one of the UK's leading personal finance and personal finance journalism websites which was established in 2003 by personal finance journalist Martin Lewis. According to Google Analytics, the MoneySavingExpert website attracted approximately 39 million unique visitors and approximately 277 million page impressions in the year ended 31 October 2011.

In the year ended 31 October 2011, MoneySavingExpert reported revenues of £15.773 million (2010: £11.361 million) and EBITDA of £12.642 million (2010: £8.379 million). 

The MoneySavingExpert website offers free online services, including information to its users, which MoneySavingExpert has researched including in the areas of credit cards and loans, shopping, deals and vouchers, utilities and phones, banking and saving, travel and motoring, insurance, mortgages and homes, and income and family. MoneySavingExpert's services include a range of online tools, researched articles in respect of specific products, personal finance guides, weekly newsletter emails which are sent to subscribers, online forums and a blog written by Martin Lewis. Martin Lewis and the MoneySavingExpert website also provide information and promote topical consumer focused issues such as financial education in schools and reclaiming payment protection insurance.

MoneySupermarket.com is MoneySavingExpert's largest provider, with payments made by MoneySupermarket.com to MoneySavingExpert representing approximately 59% per cent of MoneySavingExpert's revenues for the year ending 31 October 2011, as a supplier of links to product providers mentioned within MoneySavingExpert's editorial and direct links to MoneySupermarket's price comparison services. The other providers of MoneySavingExpert are predominantly other intermediaries, including a number of other price comparison websites. MoneySavingExpert does not tend to have direct relationships with financial product providers, however occasionally direct links are included on the MoneySavingExpert website.

Highlights

·; MoneySavingExpert business to be acquired for a total consideration of up to £87 million

o £35 million upfront cash and approximately 22.1 million MoneySupermarket.com shares

o deferred consideration of up to £27 million subject, in part to the future performance of MoneySavingExpert against non financial metrics and, in part, to MoneySupermarket.com's discretion

·; Acquisition to be funded out of existing cash resources and from a new £20 million bank facility

Benefits of the Acquisition

·; Value proposition:

o Attractive acquisition multiple

o Expected to be earnings enhancing in the first full financial year of ownership

o Corporation tax relief expected to be available on virtually all of the consideration payable

·; Combination supports and enhances MoneySupermarket.com's strategy through:

o Enhancing MoneySupermarket.com's brand and user content

o Growing MoneySupermarket.com's direct-to-site revenues and improving MoneySupermarket.com's customer experience

o Utilising MoneySupermarket.com's skills to optimise MoneySavingExpert's website and user experience

On completion, Martin Lewis will become an employee of the MoneySupermarket.com group and his role will be editor-in-chief of MoneySavingExpert. As editor-in-chief he will lead the editorial team of MoneySavingExpert. MoneySupermarket intends to preserve the editorial independence - free of commercial considerations - of MoneySavingExpert. In order to ensure this MoneySupermarket and MoneySavingExpert have agreed an editorial code.

Timetable

Due to its size the Acquisition is required to be conditional upon MoneySupermarket.com shareholder approval. Completion is also conditional upon certain other conditions, including obtaining certain competition authority approvals. A circular containing the notice convening a general meeting of the Company will be sent to shareholders shortly and completion of the Acquisition is expected by September to October 2012.

Simon Nixon has irrevocably agreed to vote in favour of the resolution to be proposed at the General Meeting in respect of his beneficial holding which amounts to 267,257,021 MoneySupermarket.com shares or 52.48 per cent of the existing issued ordinary share capital (excluding Treasury Shares) of the Company.

Commenting on the Acquisition, Peter Plumb, Chief Executive Officer of MoneySupermarket, said:

"We've worked closely together for years with the common goal of helping customers save money. By joining forces we can get more people to save more money. We'll help MoneySavingExpert.com reach a wider audience and MoneySavingExpert.com will broaden the range of advice and tools we offer, encouraging even more people to take action, tap into the benefits of the internet to find a better deal and make the most of their money.

"MoneySavingExpert.com is rightly trusted by its users as a unique source of independent information and views in today's complex financial world. We are committed to maintaining its trusted, independent, reputation. MoneySupermarket will continue to source even better product offerings for customers and further our goal of saving more customers more money in our quest to save UK consumers £2bn a year by 2014.

"Following completion of the purchase I look forward to welcoming the team of MoneySavingExpert.com to the MoneySupermarket team, led by their founder, Martin Lewis who will be editor-in-chief of the MoneySavingExpert.com site."

Martin Lewis, MoneySavingExpert, added:

"This is great news for MoneySavingExpert.com and its users, ensuring, with or without me, the site will be around for many years to come, maintaining our ethos of 'cutting your costs and fighting your corner'."MoneySavingExpert.com has become part of people's daily lives, far bigger than the man who founded it, and now is the right time for it to stand on its own two feet."I chose MoneySupermarket to work with as I know and trust them. They understand the site, as they've shown by agreeing the Editorial Code, which ensures our content can proudly remain editorially independent and free from commercial considerations. "I'm chomping at the bit to get going, and come up with new ways to help people save cash and continue campaigning on issues such as PPI and getting financial education on the curriculum. In keeping with the site's aims, when the deal completes, £10 million will go to charity, including £1 million to Citizens Advice, which is facing terrible funding cuts."

Conference call

A conference call for analysts and institutional investors will be held today at 11.00am.

The participant dial-in is +44 (0)20 3140 0668 or +44 (0)800 368 1950 (toll free). The participant PIN code is 142581#.

A copy of the investor presentation is available through the Investors Relations section of MoneySupermarket.com's website at: http://corporate.moneysupermarket.com/

Credit Suisse Securities (Europe) Limited is acting as sponsor in connection with the Acquisition

For further information, please contact:

MoneySupermarket.com Group plc

Susannah Clark - +447788405224

Credit Suisse Securities (Europe) Limited

George Maddison - +4420 7888 8888

Chris Byrne - +4420 7888 8888

Maitland

William Clutterbuck - +44207 379 5151

Emma Burdett - +44207 379 5151

MoneySavingExpert.com

Tim Grey - +447796072298

MoneySavingExpert.com office - - +442073489100

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for MoneySupermarket.com Group plc and for no-one else in connection with the Acquisition and will not be responsible to anyone other than MoneySupermarket.com for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Acquisition.

xxxxx

Proposed Acquisition of MoneySavingExpert for up to £87 million

1. Introduction

MoneySupermarket.com today announces that it has conditionally agreed to acquire MoneySavingExpert, one of the United Kingdom's leading personal finance journalism websites.

The total consideration for the Acquisition is up to £87 million with an initial consideration of £60 million payable on completion, being satisfied by a payment of £35 million in cash and the issue of 22,123,894 MoneySupermarket.com shares to Martin Lewis. Martin Lewis will be subject to a three year lock-up in relation to the MoneySupermarket.com shares subject to certain exceptions. Deferred consideration of up to £27 million is payable in MoneySupermarket.com shares and in cash following the third anniversary of completion, subject in part to the achievement of certain non-financial performance criteria and in part to MoneySupermarket.com's discretion.

The cash element of the initial consideration for the Acquisition, being £35 million, will be funded exclusively out of MoneySupermarket.com's cash resources in existence at completion of the Acquisition and a £20 million bank facility which is available for general corporate purposes.

Due to its size, completion of the Acquisition is conditional upon MoneySupermarket.com shareholder approval. Completion is also conditional upon certain other conditions, including obtaining certain competition authority approvals. A circular containing a notice convening a general meeting of the Company will be sent to shareholders shortly.

1. Background to and reasons for the Acquisition

MoneySupermarket.com's strategy

MoneySupermarket.com is a leading United Kingdom based provider of price comparison services, mainly through its personal finance price comparison website MoneySupermarket.com.com. MoneySupermarket.com also operates TravelSupermarket.com a United Kingdom travel price comparison website. The websites of the MoneySupermarket.com group attracted approximately 130.2 million visitors in the year ended 31 December 2011.

MoneySupermarket.com operates across four business verticals-money, insurance, travel and home services-and provides customers with a free, online service, which enables them to search for and compare a wide range of products across a substantial representation of the relevant market, allowing them to choose products suited to their requirements. Customers can compare products on MoneySupermarket.com's website by reference to price and product features.

MoneySupermarket.com's stated objective is to ''help every household to make the most of their money''. In order to meet this objective, part of MoneySupermarket.com's strategy is to ensure that the MoneySupermarket.com brand is at the front of customers' minds and needs (''Build our Brand''), and to create websites which are available when and wherever a customer wants them, and which deliver the best customer experience (''Best Shop'').

Information on MoneySavingExpert

MoneySavingExpert operates a leading United Kingdom based personal finance journalism website which provides its users with free online access to a range of services related to saving money and personal finance including guides, tips, tools and techniques. The MoneySavingExpert website is complemented by features such as email subscriptions to a weekly newsletter, a user forum, and bespoke online tools. The MoneySavingExpert website was established in 2003 by personal finance journalist Martin Lewis.

The principal activity of MoneySavingExpert is the provision of consumer information in relation to saving money and personal finance, in an objective manner consistent with its strategy of helping the consumer first, primarily through the MoneySavingExpert website and weekly newsletter emails. This activity is informed by MoneySavingExpert's role as a consumer champion and by hosting online forums on which MoneySavingExpert's users discuss consumer and money issues.

MoneySavingExpert employed approximately 42 permanent staff members in April 2012. According to Google Analytics, the MoneySavingExpert website attracted approximately 39 million unique visitors and approximately 277 million page impressions in the year ended 31 October 2011.

The MoneySavingExpert website offers free online services, including information and recommendations, to its users, which MoneySavingExpert has researched including in the areas of credit cards and loans, shopping, deals and vouchers, utilities and phones, banking and saving, travel and motoring, insurance, mortgages and homes, and income and family. The MoneySavingExpert website includes a range of online tools which assist MoneySavingExpert's users in evaluating various products and services, a range of researched articles in respect of specific products, personal finance guides, weekly newsletter emails which are sent to subscribers, online forums and a blog written by Martin Lewis. Martin Lewis and the MoneySavingExpert website also provide information and promote topical consumer focused issues such as financial education in schools and reclaiming payment protection insurance.

The online tools of MoneySavingExpert include a selection of bespoke calculator functions and other interactive personal finance based tools. The primary online tools of MoneySavingExpert are ''Travel Money Maximiser'', ''Amazon Discount Finder'', ''MobileValuer'', ''Premium Bonds Calculator'', ''Tunechecker'', ''Student Finance 2012 Calculator'', ''MegaShopbot'', ''Budget Planner'', ''FlightChecker'' and ''CallChecker''.

The weekly newsletter emails of MoneySavingExpert set out current offers, products and services. MoneySavingExpert estimates that the number of weekly newsletter emails delivered to its users in the year ended 31 October 2011 was approximately 246.5 million. MoneySavingExpert uses the weekly newsletter emails to alert its users to important developments and deals and to drive user traffic to the sites offering such deals and information.

MoneySavingExpert primarily generates revenue from the MoneySavingExpert website and weekly newsletter emails through revenue-sharing arrangements with intermediary providers such as price comparison websites (including MoneySupermarket.com) and, to a lesser extent, on the basis of Cost-Per-Action (CPA) pricing models and Cost-Per-Click (CPC) pricing models agreed with direct providers. In articles which contain links to products, revenue is generated when consumers click on a revenue-generating link through to a direct provider's website from the MoneySavingExpert website (via an intermediary in the case of revenue arrangements with intermediary providers) and, depending on the terms of the arrangement, purchase a product or service. MoneySavingExpert reviews consumer finance products based on independent and impartial comparisons and then selects the products it recommends to users. MoneySavingExpert will generally offer a link for the products recommended in the review, which if a user clicks and takes a product will, in some but not all cases, be paid for by the provider of the product (paying links are identified as such on the MoneySavingExpert website). The recommendation is determined by MoneySavingExpert's editorial staff.

MoneySavingExpert does not accept fees to rank any particular provider's products or services more prominently on the MoneySavingExpert website or to provide more favourable recommendations in relation to a particular product or service of a provider.

The largest provider of MoneySavingExpert is MoneySupermarket.com. Payments made by MoneySupermarket.com to MoneySavingExpert represented approximately 59 per cent of the revenues of MoneySavingExpert for the year ending 31 October 2011, as a supplier of links to product providers mentioned within MoneySavingExpert's editorial and direct links to MoneySupermarket's price comparison services. The other providers of MoneySavingExpert are predominantly other intermediaries, including a number of other price comparison websites. MoneySavingExpert does not tend to have direct relationships with financial product providers, however occasionally direct links are included on the MoneySavingExpert website.

2. Summary financial information on MoneySavingExpert

The revenues, EBITDA, profit-before-tax and net income of MoneySavingExpert for the three years ended 31 October 2011 are summarised below.

3. Benefits of the acquisition

The board of MoneySupermarket.com (the "Board") believes that the Acquisition will benefit MoneySupermarket.com through the following

Value proposition

The Acquisition is expected to be earnings enhancing in the first full financial year post-completion.

In addition, MoneySupermarket.com anticipates being able to benefit from corporation tax relief which should be available on that part of the purchase price attributed to certain assets, in particular intangible assets and goodwill. This relief is expected to reduce MoneySupermarket.com's taxable profits by substantially all of the total amount of consideration payable over a period of time, to be determined, but expected to be between three and ten years. Whilst further analysis is still to be undertaken and no assurance can be given at this time, the Board currently anticipates a period in the region of five years.

Enhanced brand and content

The MoneySavingExpert brand has a strong presence in the United Kingdom personal finance and personal finance journalism sector. The MoneySavingExpert website was ranked by Experian in the Experian Hitwise Top 10 Awards in the ''Business and Finance - Business Information'' category. According to Google Analytics, the MoneySavingExpert website attracted approximately 39 million unique visitors and approximately 277 million page impressions in the year ended 31 October 2011. The editorial content and interactive forums of MoneySavingExpert are some of the key attractions for users of the MoneySavingExpert website. According to Hitwise, the forum operated by MoneySavingExpert was the eighth biggest social networking site in the United Kingdom during November 2011. MoneySavingExpert estimates that the number of weekly newsletter emails delivered to its users in the year ended 31 October 2011 was approximately 246.5 million.

One of MoneySupermarket.com's strategic priorities is to develop an Everyday Brand which is at the front of customers' minds and needs, and which will result in the development of a long term relationship with MoneySupermarket.com's customers. MoneySavingExpert has sought to position the MoneySavingExpert brand as a trusted, independent source of information regarding saving money for its users. The Directors believe that the MoneySavingExpert brand has credibility with its users and that the content of the MoneySavingExpert website, including its user forums, is attractive to its users and encourages repeat visits. The Directors also believe that the MoneySavingExpert and MoneySupermarket.com brands are complementary and that the Acquisition would assist the MoneySupermarket.com group's strategy to build an Everyday Brand, which its customers recognise and trust as well as seeking to be the Best Shop. In addition, the Acquisition of MoneySavingExpert is aligned with MoneySupermarket.com's stated objective to ''help every household to make the most of their money''.

Martin Lewis is closely associated with the MoneySavingExpert brand and regularly appears on television and radio, and in print media, such as newspaper columns.

Conditional on Completion, Martin Lewis will grant MoneySupermarket.com a licence to use his name and image on the MoneySavingExpert website for a period of three years, subject to certain terms and conditions.

Grow direct-to-site revenues

Part of MoneySupermarket.com's strategic plan is to develop the Best Shop for its customers including by delivering the best customer experience through the MoneySupermarket.com group websites. In seeking to develop the Best Shop, MoneySupermarket.com intends to grow its direct-to-site revenue and the Directors believe that the Acquisition of MoneySavingExpert will assist this growth. Direct-to-site revenues are derived from customers visiting a group website without having been directed to the website through a sponsored or paid listing on a search engine, web portal or other third party with minimal associated direct costs to the group. Direct-to-site traffic therefore transacts at a higher margin than other traffic.

The prominence of the MoneySavingExpert brand and Martin Lewis and the distribution of weekly newsletters of MoneySavingExpert have contributed to the generation of significant volumes of direct-to-site traffic for MoneySavingExpert. Following the Acquisition, MoneySupermarket.com intends to share its significant experience in attracting direct-to-site traffic with MoneySavingExpert to seek to grow the volume of direct-to-site traffic to the MoneySavingExpert website (and therefore the Enlarged Group's direct-to-site traffic).

MoneySupermarket.com is a key intermediary provider to MoneySavingExpert and accounted for approximately 59 per cent of revenues of MoneySavingExpert (approximately £9.3 million) during the financial year ended 31 October 2011 as a supplier of both links to product providers mentioned within MoneySavingExpert's editorial and direct links to MoneySupermarket.com's price comparison services. Following the Acquisition, substantially all of the revenues currently generated by the MoneySavingExpert website are expected to be reported as direct-to-site traffic for the enlarged group.

Website optimisation

The directors of MoneySupermarket.com (the "Directors") believe that MoneySupermarket.com's experience and technical and other resources will benefit MoneySavingExpert and MoneySavingExpert users and enhance the user experience of the MoneySavingExpert website, including through website design and by leveraging MoneySupermarket.com's experience in new operating systems and technologies such as mobile internet.

MoneySupermarket.com believes that sharing its best practice with MoneySavingExpert will benefit MoneySavingExpert and the enlarged group. For example, the Directors believe that MoneySupermarket.com's expertise in relation to consumer acquisition through online and offline marketing methods will assist in improving the visibility and accessibility of the MoneySavingExpert website to consumers, which in turn will drive further traffic to the MoneySavingExpert website and position the enlarged group to optimise conversion rates.

On completion, Martin Lewis will become an employee of the enlarged group and his role will be editor-in-chief of MoneySavingExpert. As editor-in-chief he will lead the editorial team of MoneySavingExpert following completion. As a shareholder of MoneySupermarket.com, it is intended that Martin Lewis's interests and those of the Group will be aligned.

MoneySupermarket.com is a publicly listed company which is independent in that it is not controlled by a direct provider of financial services who customers pay for products and services. MoneySupermarket.com understands the importance of being independent and intends to preserve the editorial independence of MoneySavingExpert in a manner which is consistent with MoneySavingExpert's current practices. In order to ensure this, MoneySupermarket.com and Martin Lewis have entered into an editorial code. Further details of the editorial code will be set out in the circular to be sent to shareholders.

4. Current Trading and Prospects

MoneySupermarket.com

On 18 April, MoneySupermarket.com issued an interim management statement in respect of the first quarter of 2012 an extract from which is set out below:

''The Group's financial performance in the first quarter was in line with the Board's expectations. Internet revenues and EBITDA for Q1 were respectively 14% and 12% ahead of the same period last year. Visitors to the Moneysupermarket.com website were 15% ahead with visitors increasing across the Money, Insurance and Home Services verticals while Travel visitors were 11% lower.

Money

Revenues in the Money vertical were 22% ahead of Q1 2011 on visitor volumes that were 20% higher. Revenues from credit products (credit cards, loans, mortgages and debt solutions) were 14% ahead of the same period last year. Slower growth in credit card revenues was more than offset by strong growth in loans. Revenues from non-credit products, which include savings, current accounts and advertising revenues, improved by 42% driven in particular by growth in savings and current accounts.

Insurance

Revenues in the Insurance vertical were 13% ahead and visitor volumes were 9% ahead of the same period last year. Motor insurance saw strong growth and life insurance continued to perform strongly, building on the momentum of the second half of 2011.

Home Services

Revenues in the Home Services vertical were fractionally ahead with visitors 12% ahead of the same period last year. Utilities revenues, which account for the majority of revenue in the Home Services vertical, were flat.

Travel

Revenues in the Travel vertical were 11% lower on visitor volumes that were also 11% lower. Market conditions continue to be challenging across the flights and hotels channels, with consumers continuing to manage their discretionary spending tightly. Our package holidays channel, however, continues to perform well, in part reflecting the investment made in the new channel in 2011.

Financial position

The Group continued to be cash generative and as at the end of March 2012 had cash balances of £36.6m.''

Current trading

The Group has made a good start to Q2 and continues to trade in line with management expectations.

MoneySavingExpert

MoneySavingExpert's revenue is inherently correlated to its proprietary research and related recommendations, specifically articles published in its weekly newsletter emails. MoneySavingExpert's financial performance is influenced by a number of factors including:

* if limited numbers of products are launched by providers which the MoneySavingExpert editorial team believe are appropriate for inclusion in editorial content ("best buy products"), users tend to be less engaged which affects their activity on the MoneySavingExpert website and can impact revenue;

* if new best buy products do not have revenue generating links, MoneySavingExpert will include them on the MoneySavingExpert website but will not generate revenue from them;

* the ability of MoneySavingExpert to source deals and negotiate commercially attractive revenue earning terms with providers, particularly intermediary providers such as price comparison websites (and in turn for such intermediary providers to source deals and negotiate commercially attractive revenue earning terms with direct providers); and

* changes in the consumer finance marketplace caused either by competition amongst financial institutions for customers or general macro-economic conditions both of which may lead to changes to the pricing or other terms of existing products or the introduction of new products to the consumer finance market which the MoneySavingExpert editorial team believes are appropriate for users.

MoneySavingExpert's editorial-led business model is complementary to MoneySupermarket.com's and its revenues are primarily derived from 4 consumer and personal finance segments, namely (1) Credit Cards, Loans, Banking & Saving; (2) Energy and Phones; (3) Insurance; and (4) Shopping and Travel.

MoneySavingExpert's trading during the six months to 30 April 2012 was mixed measured against a very strong comparator period. Whilst the number of visitors to the MoneySavingExpert website and forum and subscribers to MoneySavingExpert's weekly newsletter emails continued to be robust, overall revenues for the period were 6% lower and EBITDA 12% lower than the same period last year. The MoneySavingExpert business saw significant growth in revenue in the first half of last year where revenues were more than 60% ahead of the 6 months to April 2010.

Revenues from Credit Cards, Loans, Banking & Saving were approximately 6% ahead of the same period last year, notwithstanding a particularly strong performance in these areas during the comparator period. Growth in these areas was tempered on occasion during the six months to 30 April 2012 by a lack of availability of new products which the MoneySavingExpert editorial team felt were appropriate for its users. There were also a number of occasions where MoneySavingExpert was unable to secure a commercial relationship with a product provider either directly or indirectly which impacted revenue growth.

Revenues from Insurance and Energy and Phones fell by approximately 20% over the period. The domestic energy market was benign in the first half of the financial year compared to the period in the prior year and consequently fewer consumers switched energy suppliers.

Revenues from the Insurance vertical were impacted by the growing ability of price comparison sites (including MoneySupermarket.com) to attract and maintain a growing volume of repeat visitors directly aided by better email marketing and significant spend on offline media campaigns.

Revenues from the Shopping and Travel vertical grew over the same period last year.

The MoneySavingExpert business cost base remained relatively stable but with some increase in its cost of sales through search engine marketing costs and the costs of operating the MoneySavingExpert website. Visitor numbers to the MoneySavingExpert website and the number of weekly newsletter emails sent over the period continued to see growth. Weekly newsletter emails typically generate significant revenues for the MoneySavingExpert business. Visits were approximately 15% ahead of the same period last year whilst weekly newsletter email volumes (which are opted into by its users) grew by approximately 20%.

The Board believes that visitor numbers and weekly newsletter email volumes continue to reflect the popularity and relevance of the MoneySavingExpert business in what remains, for the medium term, a tough environment for the UK consumer and overall the Board remains confident in the prospects of the MoneySavingExpert business.

5. General Meeting and timetable

Due to its size, the Acquisition is required to be conditional upon MoneySupermarket.com shareholder approval. Completion is also conditional upon certain other conditions, including obtaining certain competition authority approvals. A circular containing a notice convening a general meeting of the Company will be sent to shareholders shortly.

Simon Nixon has irrevocably agreed to vote in favour of the resolution to be proposed at the General Meeting in respect of his beneficial holding which amounts to 267,257,021 MoneySupermarket.com shares or 52.48 per cent of the existing issued ordinary share capital (excluding Treasury Shares) of the Company.

It is expected that completion of the Acquisition will occur in September or October 2012.

ENDS