Acquisition
21 Juillet 2003 - 4:26PM
UK Regulatory
RNS Number:7764N
Watermark Group PLC
21 July 2003
For immediate release: 21 July 2003
WATERMARK GROUP PLC
ACQUISITION OF MEDIA ON THE MOVE LIMITED
Watermark Group plc ("Watermark"), the provider of marketing support services to
the international travel industry, today announces agreement for the acquisition
of Media on the Move Limited ("MOM"), a company distributing newspapers and
magazines to the travel industry.
It was announced at Watermark's Annual General Meeting on 25 June 2003 that
Heads of Terms had been agreed for the acquisition. The agreement which has now
been signed is subject to due diligence and it is anticipated that completion
will take place on 1 August 2003.
The consideration payable under the Agreement is to be satisfied by a mixture of
cash and shares. The cash amount payable is #1.875 million (#1 million of this
being deferred for one year); with a warranted #200,000 of distributable cash in
MOM, the net cash cost is #1.675 million. The value of the net assets of MOM
will be not less than #200,000 and the post tax profits attributable to the net
assets for the year ended 31 December 2002 were #276,000.
The balance of the consideration is payable by the allotment of Ordinary Shares
in Watermark credited as fully paid, valued at 96 pence per share (the price
prevailing on the date of signature of Heads of Terms), as follows:
1. If MOM achieves a compound rate of growth of 30% per annum
for the three years ending 31 December 2006 (subject to a possible six
month extension) ("the Earn Out Period") (amounting to total aggregate
post tax profits of at least #1.435 million) Ordinary Shares valued at
#1.875 million (1.95 million shares at 96 pence) will be issued; and
2. Further Ordinary Shares will be allotted at the higher of 96
pence or the price on the date the audited accounts for the year ending
31 December 2005 are approved up to an amount equal to 50% of the excess
of the net post tax profit over 30% over the Earn Out Period, subject to
the aggregate value of such further consideration payable not exceeding
#1.75 million.
The maximum aggregate consideration is capped at #5.5 million. The acquisition
will further expand the range of services provided by Watermark in accordance
with its strategy of providing a complete "above the wing" service to the
airline industry and further services to the travel industry.
For further information please contact:
John Caulcutt, Chief Executive Rosie Brown
Crispin Quail, Finance Director John West
Watermark Group plc Tavistock Communications
Tel: 01489 897800 Tel: 020 7600 2288
e-mail: info@watermarkplc.co.uk e-mail: rbrown@tavisock.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
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