Formation of Adgenda

30 Mar 2005 07:00

Adventis Group PLC30 March 2005 Adventis Group plc Formation of Adgenda Media Ltd, a new media planning and buying company 30 March 2005 Adventis Group plc ("Adventis"), the specialist multimedia and marketing agency,is pleased to announce that it has formed Adgenda Media Ltd ("Adgenda"), a mediaplanning and buying agency in partnership with well-known industry figure PetraOsborne-Fardon, formerly managing director of established agency, Pure Media. Asa subsidiary of Adventis, Adgenda will offer media broking services across thewhole range of Adventis' business sectors. Adventis, which floated on AIM in July 2004 with a placing that raised £3.0million before expenses for the Company, has stated its intention to expand anddiversify into a number of different, but related, business streams. Adventisalready has an established business in the media sector through its subsidiaryPremium Media Ltd, which billed substantial revenues in 2004. The formation ofthe new company will help strengthen Adventis's position in this market. Under the terms of the deal, there is no initial consideration payable. However,an earn-out arrangement has been agreed and is described in the footnote below.Petra Osborne-Fardon will assume the role of managing director of Adgenda andwill concentrate on utilising her extensive experience and contacts within theindustry to help build the business. Further details of the terms of the dealare included in the footnote below. Charles Phillpot, CEO of Adventis stated, "We have sought to expand our existingbusiness in the media sector and have examined many potential routes. We aredelighted to be working with Petra due to her outstanding business record in themedia sector. As a business, we have a very strong financial model to apply toany new venture and will only do so if we are confident that they will becost-effective, long term earnings enhancing and deliver increased shareholdervalue. We are confident of the contribution that Adgenda will make to Adventisin 2005 and beyond." Managing Director of Adgenda, Petra Osborne Fardon commented, "I am very pleasedto have the opportunity to be involved in this new venture. The activities ofAdventis and its corporate strategy neatly match my own and I am confident thatwe can achieve great success by pooling our resources." Enquiries: Charles Phillpot, Managing Director Sarah Gestetner, Fiona MulcahyAdventis Group plc Citigate Dewe RogersonTel: 020 7034 4750 Tel: 020 7638 9571 Paul DudleyWH Ireland LimitedTel: 020 7397 3225 Footnote: Payment & Earn-out Initially Adventis will own 63.67% of Adgenda, the balance of 36.33% will beowned by Petra Osborne-Fardon and staff, with Adventis having the right to buyback such balance in equal tranches of 7.27% over the 5 years commencing in2006. The price to be paid by Adventis for such shares is calculated accordingto a valuation multiple of 10 times the post-tax profit of Adgenda in therelevant preceding year. Under the terms of the deal, the maximum considerationpayable by Adventis could be £2,460,000 and will be met with 75% cash and 25%shares in Adventis. Adventis shares issued in satisfaction of the consideration are to be determinedaccording to the average mid-market price of Adventis's shares over the periodof 90 days prior to their issue, or not less than 28.5p per share. Adventisretains the right to pay any share consideration in cash at its sole discretion. Petra Osborne-Fardon's biography 1991 - Total Media - Media Planner/Buyer1993 - Ogilvy & Mather Direct - Media Manager1995 - Sherrard Associates - Media Director - specialising in the propertysector across accounts including Berkeley Homes, Fairclough Homes and LaingHomes1998 - Formation of Osborne Jack Media ("OJM") a specialist property mediaplanning and buying agency. Chime Communications took a 60% share in thebusiness in June 1998 in return for channelling all media buying requirementsvia OJM. Petra Osborne-Fardon and Andrew Jack, founding partners, both retaineda 20% share each in the business which was bought out in March 2002 by ChimeCommunications. The business was latterly re-named Pure Media, with annualbillings of c.£24m and Petra Osborne-Fardon remained with the business in theposition of Managing Director This information is provided by RNS The company news service from the London Stock Exchange