R4E.L Regulatory News (R4E)

7 Jul 2008 07:01



Date: 7 July 2008

On behalf of: First Artist Corporation plc ("First Artist" or "the Group")

Embargoed for: 0700hrs

First Artist Corporation plc

Final Earn-Out Payment 

The Finishing Touch (Corporate Events) Limited

First Artist Corporation plc (AIM:FAN), the media, entertainment and events group,  is pleased to announce that its event management company, The Finishing Touch (Corporate Events) Limited ("The Finishing Touch") has exceeded the third and final set of financial performance targets detailed under the terms of the acquisition agreement dated 13 September 2005. As a result, the vendors of the company have achieved maximum earn-out payments. Following the earn-out payments, the total consideration paid is £3.36 million.

The Finishing Touch has achieved a 95% like for like increase in operating profit for the twelve months ended 30 April 2008. This increase results mainly from organic growth, in particular in the public sector division following the signing of a major new contract with The Training and Development Agency for Schools, which was announced in September 2007.

In addition, two significant ongoing contracts were acquired by the corporate division when the company acquired Yell Communications Limited in May 2007.

As a result of the agreed performance targets being exceeded, the third and final tranche of earn-out consideration has become payable to the vendors of The Finishing Touch. This consideration is to be satisfied by (in aggregate):

£400,000 of interest bearing unsecured loan notes, redeemable six months from the date of issue;

£316,438 of non-interest bearing unsecured loan notes, redeemable twelve months from the date of issue; and

The allotment by the Company to the vendors of 137,956 new ordinary shares of 2.5 pence each in the capital of the Company ("New Ordinary Shares") on the basis of an average mid-market price of 74.15 pence per New Ordinary Share.

Application has therefore been made for the admission of the New Ordinary Shares to trading on the AIM market of the London Stock Exchange. Upon issue, the New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares. It is expected that admission will become effective and that dealings in the New Ordinary Shares will commence on 10th July 2008 ("Admission"). Following Admission, the Company will have a total issued share capital of 13,877,371 Ordinary Shares.

Jon Smith, Chief Executive of First Artist Corporation plc, said:

"We are delighted by the continued success of The Finishing Touch, which has triggered the maximum earn-out consideration announced today. The Finishing Touch has proved to be a very profitable and earnings enhancing acquisition for our shareholders, and its management team remains fully committed to the company and will continue to focus on further opportunities for growth across both its divisions".

- Ends -