Tarsus Regulatory News (TRS)

6 July 2015

Tarsus Group plc

AMB Group Joint Venture - Building Scale in South East Asia

Tarsus Group plc (LSE: TRS, "Tarsus" or the "Group"), the international business-to-business media group, today announces that it has further strengthened its portfolio and growth prospects in South East Asia by acquiring 50% of the AMB Group via a joint venture vehicle AMB Tarsus Exhibitions Sdn. Bhd. ("AMBT") from Andrew Siow and Richard Yew (the "Vendors") (the "Acquisition").

Established in 1996, the AMB Group is a major South-East Asian exhibition organiser with a major presence in Myanmar and Cambodia and a growing business in the region. It has built up a portfolio of market leading exhibitions and conferences in some of Tarsus' key strategic sectors with the largest focused on building, infrastructure, automotive and food processing.

AMB Group has enjoyed strong growth in recent years, driven by the establishment of leading events in Myanmar and Cambodia - MyanFood and Cambuild respectively.

The partnership adds significant scale and presence across South East Asia, building on Tarsus' existing successful assets in Indonesia - PT Infrastructure Asia and the replication of two Tarsus brands, GESS Indonesia and Table and Home Indonesia. Tarsus intends to scale up AMBT's existing events and launch new exhibitions in its existing markets.

As part of its accelerated replication program Tarsus also expects to be able to introduce a number of its leading brands into AMBT's markets of Malaysia, Myanmar and Cambodia. Tarsus will also assist AMBT to access Indonesia by utilising the Group's existing infrastructure in that market.

Acquisition highlights

· The Vendors, who have over 30 years' experience in the exhibition industry, will continue to manage the business after acquisition.

· The acquisition of 50% of AMBT is for an estimated payment of $13 million (approx. £9 million) in cash of which $4.1 million (approx. £2.6 million) is payable on completion of the Acquisition with a further $4.1 million payable in January 2016 and deferred payments linked to the performance of the business up to the end of 2017. The total consideration for the initial 50% is capped at $20 million (approx. £12.8 million).

· For the year ended 28 February 2015, AMB Group recorded unaudited profit before tax of approximately $2.2 million (approx. £1.4 million) and unaudited gross assets of $2.9 million (£1.8 million).

· The consideration will be met from existing financial resources. To provide additional headroom the Group has increased its bank facilities to £75m (from £60m) and extended the term of the facilities out to July 2020. The other commercial terms of the bank facilities are unchanged.

· The Acquisition is expected to be earnings accretive in the financial year ending 31 December 2015 and thereafter.

· There is a put and call option in respect of the Vendor's remaining 50% stake in AMBT (the "Remaining Stake"). The Vendors will be permitted to sell the Remaining Stake to Tarsus in the event of a sale of at least 50.1% of Tarsus ordinary shares of 5p each collectively held (either directly or beneficially) by both Neville Buch, Chairman and Douglas Emslie, Group Managing Director as at the date of completion. In this circumstance the Vendors may sell their Remaining Stake to Tarsus for a maximum consideration of $25m (approx. £16.1 million) in cash determined in reference to the profit of AMBT in the financial year (31 December) immediately preceding exercise of the option.

Douglas Emslie, Tarsus Group Managing Director said:

"AMBT is an excellent strategic acquisition and allows Tarsus to build scale in South East Asia with an entrepreneurial partner. Many of the ASEAN economies are growing strongly and the AMBT joint venture will offer us first-mover advantage in some key sectors in these exciting markets.

"I have known Andrew Siow for over 20 years and he and Richard have an excellent track record in launching and developing events in the region. Their expertise will add significant strength and depth to the Group's operations in South East Asia. We expect there to be compelling opportunities to replicate Tarsus' leading brands into AMBT's geographic footprint."

Tarsus intends to announce its results for the six months ended 30 June 2015 on 29 July 2015.

For further information:

Notes to editors

Tarsus Group plc (LSE:TRS) is an international business-to-business media group with interests in exhibitions, publishing and online media. The Group operates globally in key verticals including aviation, medical, labels and packaging, discount clothing (Off-Price), housewares and automotive. Tarsus runs more than 80 events and websites and its flagship brands include the Labelexpo exhibitions in Europe, the Americas and Asia and the Dubai Airshow.

The Group operates across a worldwide network of offices in Dublin, London, Paris, Milwaukee, Boca Raton (Florida), Dubai, Shanghai, Jakarta, New Delhi and Istanbul. Tarsus is building on its strong presence in the emerging markets of the Middle East, China, Turkey, Indonesia and Mexico.