Acquisition and issue of equity

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL. 26 June 2009 ToLuna PLC ("ToLuna" or the "Company") Acquisition of the business and assets of the Internet Survey Solutions division of Greenfield Online Inc. from Microsoft and a placing and subscription to raise approximately £28 million Highlights * Acquisition of the business and certain assets of the Internet Survey Solutions division of Greenfield Online Inc. from Microsoft; * ToLuna becomes the largest independent global provider of panels and technology to the market research industry; * Placing and subscription to raise £28 million before expenses; * Several million dollars of synergies expected; * The Board expects that, after adjusting for the costs of integrating the two businesses, the Acquisition is expected to materially enhance the Company's earnings per share in the year ending 31 December 2010; and * Strategic investment by Verlinvest S.A including an acquisition of shares from Eurovestech plc, ToLuna's largest shareholder, resulting in a 13.38 per cent. holding in ToLuna. Frédéric-Charles Petit, Founder and Chief Executive of ToLuna, commented: "This is a great step for ToLuna both from a strategic and corporate standpoint as we expand our reach and our shareholder base. We are delighted to have agreed this strategic acquisition, which will form the largest global online panel, communities and technology group servicing the market research industry with a strong market position and prospects for growth in the years ahead. It enables ToLuna to fundamentally improve the stability of supply of online samples to the market research industry. We are also pleased to be expanding our shareholder base and welcoming Verlinvest as a long term strategic shareholder which brings its expertise and network to the Group. The appointment of Frédéric de Mevius as a director will significantly reinforce our corporate structure and the board will propose to appoint and re-elect him for a new term at the next AGM. We look forward to welcoming the ISS team and beginning the work of integration. We are confident that this will be an excellent deal for all our shareholders, employees and clients." Frédéric de Mevius, CEO of Verlinvest S.A, commented: "We are delighted to become part of the core shareholder group of ToLuna. The Company has been successful at developing a leading position in the European consumer on-line panel sector, enabling its corporate clients to gain better access to consumers through its voting communities. The acquisition of the ISS Division of Greenfield Online will give ToLuna a strong position in the US market, which together with its European presence, creates the world's leading company in this growing industry." Further enquires: ToLuna PLC Frederic-Charles Petit, Chief Tel: 00336 33 08 03 91 Executive Richard Bernstein, Non-Executive Tel: 020 7491 0770 Director John East & Partners Limited (Nominated Adviser), a subsidiary of Merchant Securities PLC David Worlidge/Simon Clements Tel: 020 7628 2200 Cenkos Securities plc (Corporate Broker to ToLuna) Ivonne Cantu Tel: 020 7397 8900 Liberum Capital Limited (Joint Broker to the Placing) Ellen Francis Tel: 020 3100 2225 N M Rothschild & Sons Limited (Financial Adviser to ToLuna) Alexandre Mathé Tel: 020 7280 5000 Powerscourt LLP (PR adviser to ToLuna) Matthew Fletcher Tel: 020 7250 1446 Kay Larsen Tel: 07912 516246 Notes to editors Verlinvest is a Belgian private family-owned investment holding company located in Brussels. Its objective is to diversify family holdings through private equity investments in a limited number of industries where it can play an active role and create value in the long run, with a focus on branded consumer goods and services. Through the industrial and financial experience of its founders and team, Verlinvest provides a combination of branded product management and development expertise, both on a local and worldwide basis, organic growth and buy & build strategy experience. Introduction ToLuna announces that the Company has today entered into a conditional agreement to acquire the business and certain assets of the Internet Survey Solutions division of Greenfield Online Inc., one of ToLuna's key competitors, for a cash consideration of $40 million (equivalent to approximately £24.5 million). In addition, the Board announces the terms of a placing, effected on behalf of the Company by Cenkos and Liberum, the Company's joint brokers to the Placing, together with the Subscription by Verlinvest, in each case, at a price of 210 pence per share to raise, in aggregate, approximately £28 million (before expenses). The Acquisition will materially expand ToLuna's US presence and will create the largest independent panel and technology services provider to the market research industry. The Acquisition will also provide ToLuna with a unified global platform which will enhance scalability and real time sampling technology to increase survey completion capacity. The Board believes it will result in significant sales channel synergies and cost savings to the Enlarged Group. It is estimated that the Enlarged Group will have an 11.9 per cent. market share of independent online panel providers and will therefore be well positioned in this fast moving, high growth industry. The Board has identified several million dollars of synergies and believes there will be opportunities for cross-selling between the respective client bases. Accordingly, the Directors believe that the proposed transaction will materially enhance earnings per share, after adjusting for integration costs, for the year ending 31 December 2010. The Company currently does not have the necessary authorities to issue the Placing Shares and the Subscription Shares or to allot such shares free of any pre-emption rights. Accordingly, the Placing, the Subscription and, hence, the Acquisition are conditional on the passing of the Resolutions at the General Meeting and on Admission. A circular is being sent to Shareholders today to convene the General Meeting to consider and, if thought fit, approve the Resolutions. The document is available from the Company's registered office, 29 Curzon Street, London W1J 7TL and to download from the Company's website www.toluna-group.com. Information on ToLuna ToLuna is a leading independent global provider of online panels, communities and technology services to the market research industry with offices in London, Paris, Frankfurt, New York, Amsterdam, Seattle, Dallas, Haifa and Sydney. It has a unique social voting network which powers panel recruitment, management and survey completion and its three core services are: access to ToLuna's panels; customised panels; and licensing of proprietary hosted panel community technology solutions. In December 2005, the Company acquired Speedfacts Gesellschaft, a Frankfurt-based supplier of online panel services in Germany for £2 million and entered into a co-operation agreement with free.de.AG, one of Germany's largest internet service providers. These transactions were designed to enhance the Company's profile in Continental Europe. In September 2006, the Company established a US office to provide support for its US-based customers and to assist in attracting new clients in the US and Canada. In June 2008, the Company extended its US and global reach with the acquisition of Common Knowledge Inc., a digital data collection company, based in Dallas, Texas, for a total consideration of £5.8 million. The Company's panel network currently extends to more than 2.6 million individuals spread across 30 countries. The Company currently employs 249 people, of which 70 are based in the US across seven different offices. ToLuna has 16 specialist panels and approximately 613 clients across four continents. Of ToLuna's 2008 revenues, 77 per cent. were generated from repeat business and no single customer represented more than 11 per cent. of revenue. Historical financial results of the Company During the year ended 31 December 2008 ToLuna achieved an EBIT of £4.7 million, on turnover of £21.7 million. As at 31 December 2008, ToLuna had net assets of £16.2 million. Information on the ISS Division The ISS Division is a leading global internet survey solutions provider. It operates panels in over 28 countries and has offices in 10 countries. It is estimated that the ISS Division has an 8.6 per cent. market share of independent online panel providers. The ISS Division is part of Greenfield Online, which was co-founded in 1994 by Andrew Greenfield and Hugh Davis, the current executive vice-president of Greenfield Online, as part of the Greenfield Consulting Group and it was one of the first companies to collect market research data using the internet. In 1999 Greenfield Online became an independent entity following a management buyout from Greenfield Consulting Group. In early 2004, Greenfield Online listed on Nasdaq by way of an initial public offering when it raised net proceeds of approximately $36 million after deducting expenses and associated costs. In late 2004 Greenfield Online completed a secondary offering. In the period from 2004 until October 2008, Greenfield Online made a number of acquisitions including Rapidata.net Inc., a healthcare market research provider, goZing Surveys, a North American based market research panel company and Ciao Surveys, a European survey panel company based in Germany. Throughout this period, Greenfield Online made a significant investment in its technology and infrastructure, including the development of the Unified Panel System ("UPS"), its global survey technology platform. In October 2008, Microsoft acquired Greenfield Online for a total consideration of $486 million. Products and Services The ISS Division offers survey solutions solely using Internet-based methods supported by Internet respondent traffic. These survey solutions are customised to clients needs, including full-service data collection and sample solutions. The ISS Division's internet survey solutions are targeted to approximately 2,500 full service market research and consulting firms and large international research companies. Its clients include WPP plc, GfK Marketing Services Limited, Taylor Nelson Sofres plc, Synovate Inc and IPSOS Mori Limited. The Directors believe that Greenfield Online's Real Time Sampling® complements ToLuna's online panel community and social voting model. Real Time Sampling® enables Greenfield Online to recruit individual correspondents or survey takers in real time globally from a network of prescreened websites. With this capability Greenfield Online attracts respondents who may be willing to take a survey from time to time but may not wish to join an online panel. Technology and Intellectual Property The primary technology systems of the ISS Division are hosted at Greenfield Online's data centre in Wilton, Connecticut. The ISS Division established its Indian operation in August 2003 in Gurgaon, situated in the suburbs of New Delhi. This operational facility employs approximately 250 people and serves as the central delivery hub for the ISS Division. The principal benefit of being located in India is that the ISS Division is able to provide real time 24/7 survey solutions to its clients using a skilled workforce. In 2006, Greenfield Online completed the initial development and launch of UPS. In 2007, UPS was integrated into all of Greenfield Online's North American Internet survey solutions business. UPS is an integrated suite of proprietary software applications designed to get survey respondents to the right survey at the right time and in real time. The primary components of the UPS platform include: Survey Management System ("SMS"). SMS is an application designed to invite or direct survey respondents to appropriate surveys based on client specified demographic criteria, track completed surveys and completed quota groups within surveys and manage panellist incentives; Panel Acquisition and Management System ("PAM"). PAM is an application designed to manage the process by which panellists are recruited, registered, profiled and given incentives. PAM integrates the process of managing the ISS Division's panel recruiting partners, initiates the panel profiling process and updates profiles as additional information is available and tracks and manages incentives; My SurveyCenter ("MSC"). MSC allows panellists to update and enhance their profiles so that the ISS Division may better target surveys to match their interests. MSC also allows ISS Division to dynamically display survey invitations on individualised panellist web pages. These individual web pages allow panellists to view their survey and incentive history and request payment; and Decision Support System ("DSS"). DSS is a data warehouse application that allows ISS Division panel managers and project directors access to data generated by SMS and PAM, enabling them to make decisions regarding production scheduling, panel usage and feasibility. Background to and reasons for the Acquisition The acquisition of the ISS Division will materially expand ToLuna's US presence and will create the largest independent panel and technology services provider to the market research industry. It is estimated that the Enlarged Group will have 11.9 per cent. market share of independent online panel providers and, will therefore be well positioned in this fast moving, high growth industry. With the Enlarged Group's cash generative model, the Board intends to take advantage of its strong market position and believes that there is an opportunity to generate significant returns for its shareholders in the medium to long term. Following completion of the Acquisition, the Enlarged Group will employ over 700 people spread across 11 countries. The Enlarged Group will have a corporate client base of in excess of 1,000 companies, which will include some of the world's largest companies. The Board believes the Acquisition will result in significant synergies from the integration of both entities and margin improvements from the reduced purchase cost of third party panels which, after adjusting for the costs of integrating the two businesses, is expected to materially enhance the Company's earnings per share in the year ending 31 December 2010. The principal channel sales synergies will be derived from ISS Division's significant sales presence in the US which will complement ToLuna's US sales operation, which largely comprises the business of Common Knowledge Inc. acquired in June 2008. In addition, ISS Division's established Indian operation is expected to enhance ToLuna's project completion capabilities and enable the Company to provide continuous real time survey solutions to its clients. Conversely, ToLuna's existing European sales functions will strengthen ISS Division's European teams. In addition, ISS Division's established Romanian operations are expected to increase ToLuna's project completion capabilities. The technology acquired as part of the Acquisition, which includes UPS, is expected to reduce the cost of managing projects and completing surveys. The cost reductions and other technology related economies of scale are expected to increase margins and the short to medium term profitability of the Company. It is expected that once ISS Division's technology is combined with ToLuna's established online communities and strong panellist relationships, the Enlarged Group will be able to provide survey solutions encompassing the recruitment and management of panellists, survey completion and project management. The Board believes that the strength of ToLuna in Europe combined with the ISS Division's established US business should create geographical synergies. Historic financial results of the ISS Division During the year ended 31 December 2008, the unaudited financial information shows that the ISS Division achieved an EBITDA (after excluding non-recurring items) of $16.6 million and an EBIT (after excluding non-recurring items) of $7.6 million, on turnover of $87.5 million. As at 31 December 2008, the ISS Division had unaudited net assets of $34.9 million, including $23.6 million to be retained by Microsoft consisting of cash and cash equivalents and net intercompany balances with Microsoft. Principal terms of the Acquisition Earlier today, ToLuna entered into the Acquisition Agreement with Greenfield Online and Microsoft pursuant to which ToLuna has conditionally agreed to acquire the business and assets of the ISS Division through a newly-incorporated wholly owned subsidiary, for a cash consideration of $40 million (equivalent to approximately £24.5 million), payable on closing (subject to a post-closing purchase price adjustment calculated by reference to the net asset value of the ISS Division at closing). Closing is to occur on approximately the second business day following the General Meeting. The business and assets of the ISS Division include US based assets, together with the shares of subsidiaries incorporated in Canada, India, Germany, Romania, Australia, Japan and France. The Acquisition Agreement contains conditions precedent to closing including, inter alia, the satisfaction or waiver of those conditions to closing contained in the Placing Agreement. Greenfield Online has provided customary representations and warranties while ToLuna has provided limited representations and warranties, principally relating to its authority to enter into the Acquisition Agreement. The warranty period is 18 months from closing for most representations and warranties, 24 months for certain others and in addition certain surviving representations expire in accordance with statutory limitations.. Each party has indemnified the other against claims brought pursuant to the Acquisition Agreement, including warranty claims and claims arising from breach of a covenant or other obligation. Claims brought against Greenfield Online are subject to a $200,000 threshold and Greenfield Online is liable only for amounts in excess of that threshold. Greenfield Online's liability under the Acquisition Agreement is capped at $8 million in respect of breach of most of the representations and warranties, save for claims brought for breach of certain surviving representations or fraud. A break fee of $2 million is payable to Microsoft in the event that the Acquisition does not complete as a result of ToLuna's inability to satisfy certain conditions to completion. The Acquisition Agreement is governed by the laws of the state of New York. Use of proceeds of the Placing and the Subscription The net proceeds of the Placing and the Subscription receivable by the Company will be approximately £26 million which will be used to finance the consideration for the Acquisition with the balance being used for working capital purposes. Details of the Placing and the Subscription Cenkos and Liberum, as joint brokers to the Placing, have today conditionally placed a total of 10,219,050 new Ordinary Shares at the Placing Price on behalf of the Company, to raise approximately £21.5 million before expenses. The Company has today also entered into the Subscription Agreement with Verlinvest, pursuant to which Verlinvest has agreed to subscribe for 3,114,284 new Ordinary Shares at the Placing Price, to raise approximately £6.5 million, to be issued on the same date as the Placing Shares. The Subscription Agreement is conditional, inter alia, on the completion of the Placing and on Admission. In addition to the Subscription, Verlinvest has conditionally agreed to acquire a further 3,552,383 Ordinary Shares from Eurovestech, the Company's major shareholder, at the Placing Price. This purchase is also conditional on completion of the Placing. Under the terms of the Subscription Agreement, for so long as Verlinvest holds more than 10 per cent. of the issued share capital of the Company, Verlinvest will, save for certain exceptions, have an anti-dilution right on the issue of any equity securities or convertible securities by ToLuna. The net cash proceeds of the Placing and Subscription receivable by the Company will be approximately £26 million, which will be used to fund the Acquisition. The Placing is not underwritten and, together with the Subscription, is conditional, inter alia on Admission. The Placing Shares together with the Subscription Shares will, in aggregate, represent approximately 26.75 per cent. of the Enlarged Issued Share Capital. The Placing Shares and the Subscription Shares will, on Admission, rank equally in all respects with the Existing Ordinary Shares. It is expected that Admission will become effective and dealings in the Placing Shares and the Subscription Shares will commence on 14 July 2009. Following the proposed Placing and Subscription, the Company will have 49,839,409 ordinary voting shares in issue. Following the Placing, the Subscription and the acquisition by Verlinvest of Ordinary Shares from Eurovestech, Verlinvest is expected to hold 6,666,667 Ordinary Shares, representing 13.38 per cent. of the Enlarged Issued Share Capital and Eurovestech is expected to hold 14,907,917 Ordinary Shares, representing 29.91 per cent. of the Enlarged Issued Share Capital. Shareholder support forthe Resolutions Mr Frédéric-Charles Petit (the Chief Executive of ToLuna) and Eurovestech have irrevocably undertaken to the Company to vote in favour of the Resolutions to be proposed at the General Meeting, in respect of their aggregate beneficial holdings totalling 23,033,657 Existing Ordinary Shares, representing approximately 63.10 per cent. of the Existing Ordinary Shares. In addition, Invesco Perpetual has confirmed its intention vote in favour of the Resolutions in respect of its beneficial holding of 8,496,212 Existing Ordinary Shares, representing approximately 23.27 per cent. of the Existing Ordinary Shares. The Board Post Acquisition, Verlinvest will, under the terms of the Subscription Agreement, have the right to appoint a non-executive director to the Board for so long as Verlinvest holds more than 10 per cent. of the issued share capital of the Company. The Board intends to appoint, conditional upon Admission, Frédéric de Mevius, the chief executive officer of Verlinvest, as a non-executive director of the Company. Save for this proposed appointment, the Board will remain as currently constituted. Share options Following the Acquisition, the Board intends to grant further options over Ordinary Shares under the Share Option Scheme to incentivise certain senior employees within the Enlarged Group. As currently drafted, no option may be granted under the Share Option Scheme on any date if such grant would result in the number of Ordinary Shares issued or remaining issuable pursuant to options granted under the Share Option Scheme within the period of 10 years ending on such date exceeding 10 per cent. of the number of Ordinary Shares in issue at that time. In order to facilitate the grant of further options to certain senior employees within the Enlarged Group, the Board has decided to increase this limit to 15 per cent. of the number of Ordinary Shares in issue. General Meeting A General Meeting has been convened for 10.00 a.m. on 13 July 2009. - End - This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction. John East & Partners Limited, Cenkos Securities plc and Liberum Capital Limited, all of which are authorised and regulated by the Financial Services Authority, are acting exclusively for the Company as Nominated Adviser (John East & Partners Limited) and Joint Brokers to the Placing (Cenkos Securities plc and Liberum Capital Limited) and are not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of John East & Partners Limited, Cenkos Securities plc or Liberum Capital Limited, or for advising any other person in connection with the arrangements described in this announcement. In particular, John East & Partners Limited, as Nominated Adviser to the Company under the AIM Rules and Cenkos Securities plc and Liberum Capital Limited as Joint Brokers to the Placing, owes certain responsibilities solely to London Stock Exchange plc, which are not owed to the Company or to any director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this announcement. The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. The Ordinary Shares to be issued in relation to the proposed placing have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the laws of any state of the United States. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to acquire Ordinary Shares to be issued in relation to the proposed placing or other securities in the capital of the Company. There will be no public offer of Ordinary Shares to be issued in relation to the proposed placing in the United Kingdom or elsewhere. Definitions "Accounts" the Company's report and accounts for the year ended 31 December 2008 "Act" the Companies Act 1985 (as amended) or as replaced by the Companies Act 2006 or otherwise "Acquisition" the acquisition by the Company of the business and assets of the ISS Division pursuant to the Acquisition Agreement "Acquisition Agreement" the agreement dated 26 June 2009 between (1) the Company, (2) ToLuna USA, (3) ToLuna Jersey Limited, (4) Greenfield Online and (5) Microsoft "Admission" the admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules "AIM" the AIM Market of the London Stock Exchange "AIM Rules" the AIM Rules for Companies as published by London Stock Exchange from time to time "Cenkos" Cenkos Securities plc, a member of the London Stock Exchange and joint broker to the Placing "Directors" or "Board" the directors of the Company being George Kynoch, Frédéric-Charles Petit, Simon Barrell, Richard Bernstein and Peregrine Crosthwaite "Enlarged Group" the Group as enlarged by the Acquisition "Enlarged Issued Share the issued ordinary share capital of the Company Capital" immediately following Admission, being 49,839,409 Ordinary Shares "Eurovestech" Eurovestech plc, a public limited company registered in England and Wales under registration number 3913197 "Existing Ordinary Shares" the 36,506,075 existing Ordinary Shares "General Meeting" the general meeting of the Company convened for 10.00 a.m. on 13 July 2009 "Greenfield Online" Greenfield Online Inc., a company registered in Delaware under number 000-50698, a wholly-owned subsidiary of Microsoft "Group" the Company and its subsidiary undertakings (as defined in section 736 of the Act) "Invesco Perpetual" Invesco Asset Management Limited, a limited liability company registered in England and Wales under registration number 949417 "ISS Division" the Internet Survey Solutions division of Greenfield Online "JEP" John East & Partners Limited, which is authorised and regulated by the Financial Services Authority and is the Company's nominated adviser "Liberum" Liberum Capital Limited, a member of the London Stock Exchange and joint broker to the Placing "London Stock Exchange" London Stock Exchange plc "Microsoft" Microsoft Corporation Inc. "Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company "Placees" the subscribers for the Placing Shares pursuant to the Placing "Placing" the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement "Placing Agreement" the conditional agreement dated 26 June 2009 between (1) the Company, (2) JEP, (3) Cenkos and (4) Liberum relating to the Placing "Placing Price" 210 pence per Placing Share and Subscription Share, being the price at which each Placing Share and Subscription Share is to be issued "Placing Shares" the 10,219,050 new Ordinary Shares which have been conditionally placed by the joint brokers to the Placing pursuant to the Placing Agreement "Resolutions" the resolutions to be proposed at the General Meeting "Shareholders" holders of Ordinary Shares "Subscription" the subscription by Verlinvest for 3,114,284 Ordinary new Shares at the Placing Price pursuant to the Subscription Agreement "Share Option Scheme" the share option scheme which is operated by the Company "Subscription Agreement" the conditional agreement dated 26 June 2009 between (1) the Company and (3) Verlinvest "Subscription Shares" the 3,114,284 new Ordinary Shares which have been conditionally subscribed for by Verlinvest pursuant to the Subscription Agreement "Verlinvest" Verlinvest S.A., a Belgian private family-owned investment holding company
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