29 Jun 2009 07:00
FIRST ARTIST CORPORATION PLC
("First Artist" or the "Group" or the "First Artist Group" or the "Company")
£1.37 million Equity Placing and Issue of New Ordinary Shares, Strategic Update and Appointment of Group Finance Director
Equity Placing and Issue of New Ordinary Shares
First Artist Corporation plc (AIM:FAN), the media, events and entertainment management group, is pleased to announce that it has successfully placed 13,730,000 ordinary shares of 2.5p each in the capital of the Company (the "Placing Shares") at 10 pence per ordinary share (the "Placing Price"). This represents a discount of 35% on the closing middle market price of the existing ordinary shares of 2.5p each ("the Ordinary Shares") of 15.5 pence per share on 24th June 2009, when the Placing Price was determined. The placing (the "Placing") will raise approximately £1.37 million before expenses.
In addition, it has been agreed that the existing obligation of the Company to pay to the sellers of The Finishing Touch (Corporate Events) Limited and Dewynters Limited the sums due to them on the redemption of loan notes issued as earn out consideration, and to pay to the seller of Spot & Co of Manhattan, Inc ("SpotCo") certain additional consideration due under the terms of the Sale and Purchase Agreement dated 8 August 2008 (together the "Sellers") shall be satisfied in part by the allotment and issue of a total of 2,250,000 new Ordinary Shares (together the "New Ordinary Shares") credited as fully paid up at the Placing Price, in consideration of the release by the Sellers of the Company's obligations to pay an aggregate cash sum of £225,000.
The proceeds from the Placing and the cash saved due to the issue to the Sellers of the New Ordinary Shares will be used to reduce debt and increase the Group's working capital.
Members of the Board have subscribed for a total of 750,000 of the Placing Shares, as follows:
| Director | Existing holding of Ordinary Shares | Number of Placing Shares for which subscribed | Total holding of Ordinary Shares following issue of Placing Shares | Total holding as a % of Enlarged Issued Share Capital |
| Bob Baldock | 0 | 250,000 | 250,000 | 0.84% |
| Julianne Coutts | 1,600 | 250,000 | 251,600 | 0.84% |
| William Fitzpatrick* | 0 | 250,000 | 250,000 | 0.84% |
*see announcement of appointment below
Strategic Update
First Artist remains focused on cash management and debt reduction. The acquisition of SpotCo in October 2008 redefined the Group, putting the media business at its very heart. Consequently, we are currently exploring our strategic options with regard to our non-core businesses. In addition, the Company is in preliminary discussions with management regarding the possible sale of the Football business. Talks are at an early stage and may or may not result in a transaction.
Appointment of Group Finance Director
The Board is very pleased to announce the appointment of William Fitzpatrick as Group Finance Director with immediate effect. William, an Associate of the Institute of Chartered Accountants in England & Wales, is currently the Finance Director of Dewynters Limited, which he joined in 1989, and he has played a key role in its growth and development over the last 20 years.
William Russell Stewart Fitzpatrick, aged 49, is a Director of Dewynters Limited. His beneficial interests in the capital of the Company are as set out in the table above. Save as set out in this announcement there is no information to be disclosed pursuant to paragraph (g) of Schedule 2 to the AIM Rules for Companies.
Admission
Application has been made for the admission ("Admission") of the Placing Shares and the New Ordinary Shares to trading on the AIM market of the London Stock Exchange. It is expected that Admission will become effective and that dealings will commence on Friday 3rd July 2009. Upon issue, the Placing Shares and the New Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.
The total number of Ordinary Shares in issue following the completion of the Placing and the issue of the New Ordinary Shares will be 29,921,771 Ordinary Shares (the "Enlarged Issued Share Capital"). The Placing Shares and the New Ordinary Shares together will represent 53% of the Enlarged Issued Share Capital.
Commenting on today's announcement John Smith, Chief Executive of First Artist, said:
"The additional capital raised by the Placing and issue of New Ordinary Shares puts First Artist on a firm footing and with a strengthened balance sheet as we explore the opportunities to reshape the Group. This is a pivotal moment for the Company, and we are appreciative of the support shown by our institutional and private investors and by management, which underlines their ongoing commitment to the Company.
We are also delighted that William Fitzpatrick is joining the Board as Group Finance Director. Live entertainment advertising is now at the very heart of our business, and William, with his long experience and extensive knowledge of the media industry, will be able to add value immediately. We look forward to continuing to benefit from his skills and experience in his new role".
| First Artist Corporation plc Jon Smith, Chief Executive Julianne Coutts, Director & Company Secretary | tel: 020 7993 0000 www.firstartist.com |
| Daniel Stewart & Company plc, Nominated Adviser and Broker Graham Webster/Stewart Dick | tel: 020 7776 6550 www.danielstewart.co.uk |
Notes to Editors:
First Artist Corporation plc was admitted to AIM in 2002.
First Artist's group companies are among the leading brands in their fields under the following categories:
Media - entertainment advertising, marketing, design, promotions, digital media, merchandising, signage and front of house displays for the West End, Broadway and Las Vegas via the Dewynters, SpotCo and Newman Displays brands. Sponsorship rights marketing through First Rights Limited.
Events - offers a broad range of events such as conferences, company activity days, parties, venue finding, delegate management and client events for private and public sector clients through The Finishing Touch.
Entertainment/Sport - representation of media personalities and football players/clubs across the UK, Europe and the US by First Artist Management, First Artist Sport, Promosport and First Artist Scandinavia, together with wealth management through the Independent Financial Advisory firm, Optimal Wealth Management.