Tarsus Regulatory News (TRS)

31 May 2005 07:00

Tarsus Group PLC31 May 2005 31 May 2005 TARSUS GROUP PLC ACQUISITIONS Tarsus Group plc ("Tarsus" or the "Company"), the international media group withinterests in exhibitions, conferences and publishing is today pleased toannounce the conditional acquisitions of two French exhibition businesses,Mobile Office SA ("Mobile Office") and Heavent SAS ("Heavent"), for a combinedmaximum consideration of up to • 13.5 million (approximately £9.3 million).Mobile Office is being acquired from Stephane Saraf, Rene Saraf, Huguette Saraf,SSA Development, Xavier Lucron, Alain Bagnaud and Luxrule SA (the "Mobile OfficeVendors"). Heavent is being acquired from Romauld Gadrat, Claire Gadrat, ThierryDuhamel and Luxrule SA (the "Heavent Vendors"). Mobile Office Mobile Office owns the leading exhibition for mobile business solutions inFrance. The exhibition targets small and large businesses who seek mobilesolutions to ensure that their various departments - sales, marketing, logisticsand transportation - are always connected. Key exhibitors include Motorola,Siemens, Microsoft, Blackberry and Thales. The exhibition is held annually inParis in December. On completion, which is expected to take place in mid-June, the Company willissue to the Mobile Office Vendors, in satisfaction of the expectedconsideration, 2,054,400 ordinary shares of 5p each in the capital of theCompany ("Ordinary Shares"), ranking pari passu with existing Ordinary Sharesvalued at £2.4 million at 116.5 pence per share (being the middle-market closingprice on 27 May 2005) and • 1.1 million in cash (approximately £0.7 million).The final consideration will be based on seven times the final audited profitsbefore tax of Mobile Office for the year ending 31 December 2005 and any furtherpayments (or repayments) will be made in cash. The maximum consideration is •5.7 million (approximately £3.9 million). The Mobile Office Vendors willcollectively undertake not to dispose of the consideration shares for a periodof at least 18 months. The unaudited turnover and profits before tax of Mobile Office for the yearended 31 December 2004 were approximately • 1,490,000 (2003: • 976,000) and •349,000 (2003: • 101,000) respectively. The net assets to be acquired areapproximately • 300,000. The directors of Tarsus anticipate that the acquisitionwill be earnings enhancing in the current year. Heavent Heavent owns two annual exhibitions for the event marketing sector in France(Cannes - March, Paris - November) which showcase new technologies and markettrends alongside the latest products and services. Exhibitors include venues,hotels, catering, technical services and other event suppliers. Visitors aremarketing professionals and event organising agencies. On completion, which is expected to take place in mid-June, the Company willissue to the Heavent Vendors, in satisfaction of the expected consideration,1,277,700 ordinary shares of 5p each in the capital of the Company ("OrdinaryShares"), ranking pari passu with existing Ordinary Shares valued at £1.5million at 116.5 pence per share (being the middle-market closing price on 27May 2005) and • 3.8 million in cash (approximately £2.6 million). The finalconsideration will be based on seven times the final audited profits before taxof Heavent for the year ending 31 December 2005 and any further payments (orrepayments) will be made in cash. The maximum consideration is • 7.8 million(approximately £5.4 million). The Heavent Vendors will collectively undertakenot to dispose of the consideration shares for a period of at least 18 months. The unaudited turnover and profits before tax of Heavent for the year ended 31July 2004 were approximately • 2,135,000 (2003: • 1,333,000) and • 569,000(2003: • 352,000) respectively. The net assets to be acquired are approximately• 500,000. The directors of Tarsus anticipate that the acquisition will beearnings enhancing in the current year. Douglas Emslie, Group Managing Director of Tarsus, said "Mobile Office is one ofthe fastest growing IT exhibitions in France and complements our existing FrenchIT portfolio. The addition of Heavent makes us the market leader in our coremarketing sector in France. The acquisitions are also a major step forward inour strategy, announced at the time of our preliminary results in February, todouble the size of our French business". For further information please contact: Tarsus Group plc:Douglas EmslieGroup Managing Director : Tel. 020 8846 2700 IRfocus:Neville Harris : Tel. 020 7378 7033 This information is provided by RNS The company news service from the London Stock Exchange