Acquisition

Acquisition

Next Fifteen Communications Plc

28^th April 2015

Next Fifteen Communications Group plc

Acquisition of Encore Digital Media Limited

Next Fifteen Communications Group plc (“Next 15”) the digital communications group, announces that it has acquired a 75% stake in Encore Digital Media Limited (“Encore”), a programmatic advertising technology business based in London.

Encore was founded in 2013 by Dan Shaw, and Guy O’Brien, who will remain in the business following the acquisition. The team includes five other staff providing data and programmatic media services to its clients, primarily in the B2B space.

The initial cash consideration is £687,000, with a further payment to be paid as a ‘top-up payment’ in July 2015 dependent on Encore’s annual profits to 31 May 2015. Further top-up payments in respect of the initial 75% stake will be made in April 2017 and April 2018 based on Encore’s annual profits for the financial years to 31 January 2017 and 31 January 2018. The multiple of profits will be dependent on revenue growth and profit margin. The acquisition is expected to be earnings enhancing for the Group at each stage. The deferred consideration may be satisfied by cash or up to 25% in Next 15 shares, at the option of Next 15. The remaining 25% stake in Encore will be acquired by Next 15 in 2020, with the consideration based on Encore’s annual profits for the financial years ending 31 January 2019 and 31 January 2020 with the multiple again being dependent on revenue growth and profit margin. Any additional payments on top of the initial consideration that fall due within the parameters referenced above will be subject to an undisclosed cap.

For the year ended 31 May 2014 Encore had revenues of £429,000, profit before tax of £153,000 and net assets of £74,000.

Tim Dyson, CEO of Next 15 commented:

“The Encore team has rapidly established a highly distinctive programmatic media and data business, which will be a great fit in the Next 15 group. This acquisition is another step in our strategy to build broader, data-driven marketing communications capabilities for our group.”

Guy O’Brien, Encore partner, said:

“We see this as a great opportunity to take Encore to the next level as part of a forward thinking group. We aim to build on the early success we have had with our approach to B2B in the digital world within the Next 15 group.”

Enquiries:	Â	Â	Â	Â
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Next Fifteen Communications Group plc					[phone]
Tim Dyson, CEO
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Investec Bank plc					[phone]
Keith Anderson / Matt Lewis / Dominic Emery