Acquisition & Issue of Equity
Creston PLC
19 September 2003
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CRESTON PLC
PROPOSED ACQUISITION OF NELSON BOSTOCK COMMUNICATIONS LIMITED
PLACING AND OPEN OFFER BY CHARLES STANLEY & CO. LIMITED OF 5,303,841 NEW
ORDINARY SHARES AT 86 PENCE PER SHARE TO RAISE APPROXIMATELY £4.56 MILLION
SUMMARY
Creston Plc ("Creston" or the "Company") the marketing services and
communications group today announces the proposed acquisition of Nelson Bostock
Communications Limited ("Nelson Bostock Communications" or "NBC") and a Placing
and Open Offer by Charles Stanley & Co. Limited ("Charles Stanley") to raise
approximately £4.56 million before expenses.
Nelson Bostock Communications, a London based public relations agency founded in
1987, ranks as the 25th largest UK agency and 10th largest agency in the
technology sector in recent industry league tables. Nelson Bostock
Communications has a highly experienced management team and employs 49 people,
providing a broad range of public relations and marketing communications
consultancy and services to some 40 clients.
The maximum consideration payable is up to £10.7 million to be satisfied by:
- an initial consideration of £5.25 million, satisfied by £2.8 million
in cash, £0.22 million in guaranteed loan notes and by the issue of 2,343,750
Ordinary Shares at a price of 96 pence per Ordinary Share;
- a payment of £1.45 million in cash on the condition that Nelson
Bostock Communications has minimum net assets of £1.7 million at Completion; and
- deferred consideration of up to £4 million dependent on the financial
performance of Nelson Bostock Communications in the period to 31 March 2007.
The Company proposes to raise £4.24 million (net of expenses) by the issue of
5,303,841 new Ordinary Shares at 86 pence by way of a Placing and Open Offer to
Qualifying Shareholders on the basis of 1 Open Offer Share for every 4 existing
Ordinary Shares.
Of the 5,303,841, Directors and other existing shareholders have irrevocably
committed to take up 575,830 Ordinary Shares, 4,728,011 Ordinary Shares have
been conditionally placed by Charles Stanley with new institutional investors of
which 1,516,010 are subject to clawback by Qualifying Shareholders under the
Open Offer.
A special interim dividend will be paid of 0.6 pence per Ordinary Share payable
on 14 October 2003 to shareholders on the register at the close of business on 3
October 2003.
Creston has experienced strong trading in the four months to 31 July 2003 with
all subsidiaries seeing growth in activity levels.
Don Elgie, Chief Executive of Creston, commented:
"The acquisition of Nelson Bostock Communications represents an important step
in implementing Creston's strategy of building a diversified international
integrated marketing services group. Its impressive client base includes Canon,
Toshiba, BBC, Bacardi Martini, NTL, Swatch and Yell Group.
I am delighted with the support from new institutional investors and that the
fundraising was more than twice oversubscribed."
This summary should be read in conjunction with the full text of this
announcement.
Enquiries
Creston Plc 020 7930 9757
Don Elgie, Chief Executive
Tim Alderson, Finance Director
Charles Stanley & Co. Limited 020 7953 2000
Mark Taylor
Freddy Crossley
Redleaf Communications 020 7955 1410
Emma Kane 07876 338339
James White
PROPOSED ACQUISITION OF NELSON BOSTOCK COMMUNICATIONS LIMITED
PLACING AND OPEN OFFER BY CHARLES STANLEY & CO. LIMITED OF 5,303,841 NEW
ORDINARY SHARES AT 86 PENCE PER SHARE TO RAISE APPROXIMATELY £4.56 MILLION
Introduction
Creston is pleased to announce that the Company has agreed, subject inter alia
to Shareholder approval, the proposed acquisition of NBC, a public relations
company based in London, for an initial consideration of £5,250,000 partly as
£2,781,120 in cash, partly as £218,880 in Guaranteed Loan Notes 2005 and partly
as £2,250,000 by the issue of 2,343,750 new Ordinary Shares at the Acquisition
Price. In addition, the payment of £1,450,000 in cash will be made on the
condition that NBC has net assets of £1.7 million on Completion, which
represents the surplus net assets of NBC at Completion over the minimum net
asset position of NBC that the Directors estimate is required for the on-going
working capital requirements of NBC post Completion. Deferred consideration of
up to £4 million may become payable, partly in Guaranteed Loan Notes 2008, and
payable partly in Unsecured Loan Notes 2008 or Ordinary Shares (or a mixture of
both) at the option of the Company dependent on the financial performance of NBC
from incorporation into the Group until 31 March 2007. Due to the size of NBC
in relation to the Group, the Acquisition constitutes a Class 1 transaction
under the Listing Rules and accordingly the Company is required to obtain the
prior approval of Shareholders.
The Company is also pleased to announce that, subject inter alia to Shareholder
approval, it proposes to raise approximately £4.24 million (net of expenses) by
the issue of 5,303,841 new Ordinary Shares at 86 pence each by way of a Placing
and Open Offer. £3 million of the net proceeds of the Placing and the Open
Offer will be used to fund the Initial Consideration for the Acquisition, £0.38
million will be used to pay the transaction costs of the Acquisition and the
remaining £0.32 million will be used to augment the Company's working capital.
The Board is also pleased to announce a special interim dividend of 0.6 pence
per Ordinary Share to shareholders. The special interim dividend will be paid on
14 October 2003 to shareholders on the register at the close of business on 3
October 2003.
Background to and the reasons for the Acquisition
Creston's strategy is to build a diversified international marketing services
group through a combination of organic growth and selective acquisitions. The
Board believes that it can identify synergistic benefits between currently
independent marketing services companies offering premium services such as
market research, direct marketing, customer relationship marketing and other
areas of marketing communications. The Board's objective is that each element of
the Group will reflect the continued trend away from mass marketing towards
one-to-one marketing between clients and customers.
In evaluating potential acquisition opportunities, Creston looks for companies
with strong growth potential in its chosen niche markets, and employs a
particularly stringent set of selection criteria which it requires potential
acquisitions to be able to demonstrate:
high quality niche businesses;
a proven history of resilience;
consistent growth and good growth prospects;
a committed management;
established blue chip clients; and
a low level of client attrition.
Following its repositioning in January 2001 as a marketing services group,
Creston has made three significant acquisitions, each serving what the Directors
consider to be recession resilient sectors within the industry and which have
demonstrated growth despite difficult market conditions:
the acquisition in January 2001 of Marketing Sciences Limited, an international
quantitative and qualitative market research company, based in Winchester;
the acquisition in November 2001 of The Real Adventure Marketing Communications
Limited, a national marketing communications company, based in Bath; and
the acquisition in November 2002 of EMO Group Limited, a national channel
marketing communications company, based in Swindon and Bristol.
The companies have benefited from established relationships with an existing
blue-chip client base, inter-subsidiary cross-selling opportunities and a
greater profile achieved through being part of a quoted company.
To date, Creston's areas of focus have centred on market research, direct
marketing and channel marketing. However, it is the Board's view that public
relations is a key part of Creston's growth strategy, both in terms of filling
an important gap in its diversified marketing services portfolio and in bringing
further opportunities for synergy across the Group.
To build further on the Board's acquisition strategy, it has conditionally
agreed, subject to Shareholder approval, to acquire NBC, a London-based consumer
and business-to-business public relations agency, which the Directors believe is
an excellent strategic fit with Creston's existing operations and which meets
the Creston acquisition criteria above.
The Board believes that the Acquisition represents an important step in
implementing Creston's strategy of building a fully integrated marketing
services group and underlines the Company's commitment to exploiting niche
market opportunities through acquisition and through leveraging cross-selling
opportunities within the Group.
Information on Nelson Bostock Communications
NBC is an independent public relations agency, founded by Martin Bostock and
Roger Nelson in 1987. The agency, based in Bayswater, London, employs 49 people
on a full time basis, and 2 further people on a part time basis. It provides a
broad range of public relations and marketing communications consultancy and
services, including:
media relations: generating news coverage, features profiles and commentaries;
influencer relations: working with industry analysts, industry bodies and
Government;
direct communication with industry targets: organising seminars, briefings,
exhibitions and conference opportunities;
marketing communications: delivering a range of corporate, industry and consumer
communications materials; and
analysis and reporting: analysing results of campaigns both quantitatively and
qualitatively to demonstrate to clients the return on investment achieved for
their public relations spend.
NBC has a growing network of affiliate agencies, and wide experience of creating
and managing public relations campaigns across all key European markets and
beyond. It handles consumer, business-to-business and corporate briefs for
clients in sectors including, but not exclusively:
Consumer: consumer technology, fashion, food and drink, lifestyle, retail and
youth sectors; and
Business-to-business: broadcasting, digital entertainment, e-commerce,
telecommunications,
wireless technology and solutions and office automation.
NBC has an overriding commitment to delivering a high-quality service. This is
borne out by the fact that Toshiba UK Limited and Stoves plc (now part of Glen
Dimplex Cooking) have remained with the agency for more than 14 years. NBC's
diverse portfolio of some 40 clients includes: Bacardi Martini, BBC Vecta,
Canon, Freeview, Glen Dimplex Cooking, Juniper Networks, NEC, NTL, Pilkington,
Swatch, Toshiba and Yell. NBC's 10 largest clients represented approximately 61
per cent. of the company's gross profit in the year ended 31 March 2003, of
which only one client represents more than 10 per cent..
As with other sectors of the marketing services industry, trading conditions
within the public relations sector have also been difficult over the past two
years. The Public Relations Consultants Association (PRCA) estimates that its
members' fee income for 2001 (the last full year reported on) was £400 million.
The PRCA believes that its members account for 70 per cent. of the market,
giving a total market estimate of £570 million in 2001. In the league tables
dated May 2003, Marketing Magazine estimated that among those that took part the
top 150 public relations companies' income declined by an average of 4.5 per
cent. in 2002. Conversely, in the same period NBC's sales remained steady.
Particularly impressive has been NBC's strong recovery in the technology sector,
with fee income for that sector growing by 10 per cent. from 2001 to 2002 and
its rising to 10th position in the PR Week 2003 Technology League Table. Further
evidence of the Company's strong performance can be demonstrated by the
significant growth in operating profits for the financial year ending March 2003
on the previous year. Among those agencies featured in PR Week magazine's annual
public relations agency league table listings in 2003, NBC ranks as the 25th
largest UK agency, and as the 10th largest agency in the technology sector.
Financial information on Nelson Bostock Communications
The following financial information has been extracted without material
adjustment from the Accountants' Report on NBC contained in the Circular to be
issued to Shareholders today.
Year ended Year ended Year ended
31 March 2003 31 March 2002 31 March 2001
£'000 £'000 £'000
Turnover 5,197 5,188 4,917
Gross Profit 3,584 3,469 3,555
Profit on ordinary activities before taxation 819 438 709
At 31 March 2003, NBC had net assets of £1.1 million.
Principal terms of the Acquisition Agreement
The terms of the Acquisition have been structured to include an earn-out element
in order to align as far as possible the interests of the Principal Vendors
(except Philippe Bobroff who is excluded because he is a consultant to NBC and
not an employee of NBC), the Senior Managers and the employees of NBC with those
of the Enlarged Group. The Company has today conditionally agreed to acquire the
entire issued share capital of NBC for:
(a) An Initial Consideration of £5,250,000 payable to the Principal Vendors
and the Senior Managers on Completion, to be satisfied as to:
(i) £2,781,120 in cash; and
(ii) £2,250,000 by the issue of the Consideration Shares; and
(iii) £218,880 by the issue of Guaranteed Loan Notes 2005.
(b) a payment of £1,450,000 in cash payable to the Principal Vendors on
Completion, which represents the surplus net assets of NBC at Completion over
the minimum net asset position of NBC that the Directors estimate is required
for the on-going working capital requirements of NBC post Completion.
(c) Deferred Consideration of up to £4 million payable to the Vendors (except
Philippe Bobroff) (in the proportions set out below) subject to the average
annualised profit before interest and tax and interest achieved by NBC from the
date of Completion to 31 March 2007 reaching agreed levels, to be satisfied as
to:
(i) 30 per cent. by the issue of Guaranteed Loan Notes 2008; and
(ii) 70 per cent. by the issue of either Unsecured Loan Notes 2008 or new
Ordinary Shares (or a mixture of both) at the option of the Company.
On production of NBC's audited accounts for the period from Completion to 31
March 2004, the Principal Vendors will pay to the Company a cash sum equal to
the amount (if any) by which NBC's net asset value at Completion is less than
£1,700,000.
81.5 per cent. of the Deferred Consideration will be divided between the
Principal Vendors (except Philippe Bobroff) and the Senior Managers and 18.5 per
cent. (less 2.10 per cent. representing Employer's National Insurance
Contributions) will be payable to the trustees of the NBC Employee Benefit Trust
for the benefit of the employees of NBC. If any Deferred Consideration becomes
payable it will be paid following completion of the audit of NBC for the year to
31 March 2007. Under the terms of the Acquisition Agreement the Company shall
not issue any new Ordinary Shares to the Vendors (except Philippe Bobroff) as
Deferred Consideration if, inter alia, the issue of such Ordinary Shares would
lead to any or all of the Vendors (except Philippe Bobroff) becoming a
controlling shareholder within the meaning of paragraph 3.13 of the Listing
Rules or would require any or all of the Vendors (except Philippe Bobroff) to
make a mandatory offer for the issued shares of the Company pursuant to Rule 9
of the City Code on Takeovers and Mergers.
Save in exceptional circumstances as set out in the Circular to be issued today;
(a) The Principal Vendors are not permitted to sell any of; (i) the
Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them
as part of the Deferred Consideration, for a period of twelve months starting on
the date of allotment of such Consideration Shares or Ordinary Shares issued as
part of the Deferred Consideration.
(b) Roger Nelson and Martin Bostock are not permitted to sell more
than 25 per cent. of:(i) the Consideration Shares issued to them; or (ii) any
Ordinary Shares issued to them as part of the Deferred Consideration, in any
twelve month period after the first anniversary of the date of Completion.
(c) Paul Hildrew and Philippe Bobroff are not permitted to sell more
than 33 per cent. of: (i) the Consideration Shares issued to them; or (ii) any
Ordinary Shares issued to them as part of the Deferred Consideration, in any
twelve month period after the first anniversary of the date of Completion.
(d) The Senior Managers are not permitted to sell such number of: (i) the
Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them
as part of the Deferred Consideration, in any twelve month period as is greater
than the higher of (a) 20,000 Ordinary Shares and (b) 33 per cent. of the
Ordinary Shares allotted to each of them.
Completion of the Acquisition Agreement is, inter alia, conditional on the
passing of the Resolutions (other than resolution number 3 as set out in the
notice of EGM set out at the end of the Circular) and Admission having occurred
by 8.00 a.m. on 16 October 2003 (or such later time and/or date as Charles
Stanley and the Company may agree, being not later than 8.00 a.m. on 30 October
2003).
Information on Creston
Since January 2001, the Board's strategy has been to build an international
marketing services group. Following the acquisitions of MSL, TRA and EMO,
Creston has the ability to offer its clients a range of marketing and
communications services through these subsidiaries as outlined below.
Creston was previously a property company, but in March 2000 the Company
disposed of almost its entire property portfolio and completed its withdrawal
from its property activities with the disposal of its remaining dormant property
related subsidiaries in December 2000.
Creston's head office is located in Haymarket, London and the Company acts as a
holding company for its main operating subsidiaries. The Group currently has 155
full time and 23 part time employees.
Group operating companies
Marketing Sciences Limited
MSL is a full service international market research consultancy. It was founded
in 1977 with premises in Winchester and currently has 38 full time and 5 part
time employees and engages a number of casual and interviewer field workers on
an ad hoc basis. Since 1983, MSL has established itself as a full market
research consultancy offering a wide range of qualitative and quantitative
services. Paul Harrison is Chairman and Keith Bates is Managing Director. MSL
has a large interviewer field force and full on-line interviewing facilities
which enable it to provide its clients with a comprehensive and tailor-made
service.
MSL has over 30 major blue chip clients operating across a range of businesses
and product sectors including the fast moving consumer goods, durables, retail,
social and business-to-business markets. Clients include Coca-Cola, Unilever,
Kimberly Clark, Tesco, Kodak and Nationwide.
MSL is also a founding member of The Research Alliance, a worldwide network of
20 independent market research companies. As nearly half of MSL's business is
international, The Research Alliance network enables it to conduct market
research using its branded services in most of the major markets of the world.
The branded services provided by MSL are:
Packmaster International quantitative pack testing
Pricemaster Pricing research techniques
Brandmaster Price-branding relationship suite
Spacemaster Advanced fixtures/layout modelling for sales effectiveness
CADI Interactive design solution development
Promomaster Below-the-line activity effectiveness evaluation
Strategist Study of market decision-making techniques
Countdown Early stage product volume estimation
Visualiser A virtual shopping research environment
In addition to MSL, the Company has a specialist indirect subsidiary, Mobile
Sensory Testing Services Limited ("MSTS"), which offers its clients a complete
product development research service combining sensory profiling and consumer
testing. MSTS has developed expertise in the areas of sensory analysis and
profiling of products, with a particular emphasis on the food and drink sector.
MSTS provides consultancy to large multi-national companies based both in the UK
and abroad including Burger King, Danone, Bacardi, United Biscuits and Cereal
Partners. MSTS has established over a number of years a panel of around 100
experts, picked on the basis of their sensory abilities. Sophisticated
analytical tools and mapping techniques are utilised to add value to the panel
data.
The Real Adventure Marketing Communications Limited
TRA is a marketing communications company founded in 1991 by its Managing
Director, Ben Cook and Chairman, Neil Kirkman. It is based in Bath and employs
51 full time and 2 part time employees.
The focus of the agency is on customer relationship management ("CRM") and
direct marketing including all strategic planning, creative and brand
development and implementation of IT system design and build.
The agency has a predominantly blue chip national client base across a wide
range of markets including fast moving consumer goods, financial services, sport
and leisure, pharmaceuticals and the motor industry. Being a planning-led
agency, TRA is structured so that along with the creative side of the business
there is also a strong data-analysis function. This allows the agency not only
to offer clients a high level of strategic marketing consultancy and creative
development, but also to offer market and consumer analysis through to campaign
support, websites and campaign evaluation systems. Clients include Lloyds TSB,
Cow & Gate and Pfizer.
EMO Group Limited
EMO is a marketing communications company specialising in channel marketing. It
was originally founded in 1986 as an advertising and design company based in
Swindon. The EMO group of companies includes three other companies, Emery
McLaven Orr Limited ("EMOL"), John Bowler Associates Limited trading as CTC and
Sky Rock Communications Limited ("Sky Rock"). CTC and Sky Rock are based in
shared premises in Bristol. Clients of the EMO group of companies include BMW
(GB), MINI, Rolls Royce, George Wimpey and Andreas Stihl.
The focus of EMOL's business is channel marketing and marketing communications.
CTC is a brand positioning advertising agency, concentrating on brand building
activities for medium sized UK companies. Sky Rock is a new media, creative and
technical consultancy working in all areas of electronic customer communication.
There are a total of 63 employees across the four companies, with 40 full time
and 9 part time employees based in Swindon and a further 14 employed between CTC
and Sky Rock in Bristol.
Current trading and prospects
Creston
The Board is pleased to report that each of the main operating subsidiaries has
continued to make good progress and the Group has experienced strong trading in
the four months to 31 July 2003. All Group companies have seen growth in
activity levels and the trading performances of the subsidiaries are ahead of
the Board's expectations.
The Group's businesses remain resilient, with particularly strong performances
from MSL, TRA and EMO as a result of turnover being underpinned by repeat
business from existing clients. Creston's 10 largest clients accounted for 64
per cent. of the Company's gross profit in the year ended 31 March 2003, of
which only one client accounted for more than 10 per cent..
NBC
NBC has shown continuous annual turnover growth from £1.035 million in 1996 to
£5.197 million in 2003, whilst remaining profitable in all these years.
In the year ended 31 March 2002, NBC was affected by general economic conditions
which had an adverse impact on the high-tech public relations industry. Despite
this, turnover during the year was up on the previous year although profits on
ordinary activities before interest and tax was lower. During the year ended 31
March 2003, NBC expanded its new business focus to embrace a wide range of
consumer sectors in addition to its technology and business-to-business base.
The success of this strategy is evident from the growth in operating profits
from £415,000 to £802,000 for the year ended 31 March 2003, a rise of 93 per
cent.
The financial results for the year ended 31 March 2003 showed a significant
improvement in the trading performance of NBC compared to the previous year.
Turnover of £5.197 million was NBC's highest ever, and profit on ordinary
activities before interest and tax also grew significantly.
NBC experienced an increase in new business activity during the second-half of
the year ended 31 March 2003 and this trend has continued during the first four
months of the current financial year. The Directors' confidence in NBC's
business plan has been reinforced by a number of significant new business wins
and initiatives. As a result, NBC's trading performance during this period is
ahead of management expectations and significantly ahead of the comparable
period last year.
The Board believes that during the past two years Creston has established a
significant platform within the marketing services and communications sector
and, with the acquisition of NBC, is well placed to achieve sustainable future
growth. Given the current performance of the business, along with the benefits
of the Acquisition, the Board remains confident of the prospects of the Enlarged
Group for the current financial year.
Special Interim Dividend
The Board believes that it is appropriate to continue to implement its
progressive dividend policy and anticipates that Creston will pay both an
interim and final dividend in the current and future years. The Board has
declared a special interim dividend of 0.6 pence per Ordinary Share payable on
14 October 2003 to shareholders on the register at the close of business on 3
October 2003.
Financial information on Creston
The following financial information on Creston has been extracted without
material adjustment from the Circular to be issued to Shareholders today.
Year ended Year ended Year ended
31 March 2003 31 March 2002 31 March 2001
£'000 £'000 £'000
Turnover 18,636 9,810 2,622
Gross Profit 6,714 3,434 647
Profit on ordinary activities before taxation 912 207 1
At 31 March 2003, Creston had net assets of £10.54 million.
Details of the Placing and Open Offer
The Company is proposing to raise approximately £4.54 million (net of expenses)
by the issue of 5,303,841 new Ordinary Shares at 86 pence each by way of the
Placing and Open Offer. £3 million of the net proceeds of the Placing and Open
Offer will be used to fund the Initial Consideration for the Acquisition, £0.38
million will be used to pay the transaction costs of the Acquisition and the
remaining £0.32 million will be used to augment the Company's working capital.
The fundraising has been structured by way of the Placing and Open Offer in
order to strengthen the Group's shareholder base by allowing, subject to
Shareholder approval, new institutional shareholders to subscribe for new
Ordinary Shares on a firm basis through the Placing, whilst at the same time
providing existing Shareholders with the opportunity to participate in the
fundraising through the Open Offer. The disapplication of statutory pre-emption
rights which Shareholders will be asked to approve at the EGM will enable the
Directors to issue and allot the Placing Shares and the Open Offer Shares
otherwise than in connection with a pro rata issue of new Ordinary Shares to
Shareholders. The Firm Placed Shares represent 17.03 per cent. of the Enlarged
Issued Share Capital.
Under the terms of the Placing Agreement, Charles Stanley, as agent for the
Company, has placed with institutional and other investors the Placing Shares
and the Open Offer Shares at the Issue Price, of which 1,516,010 of the Open
Offer Shares are subject to clawback by Qualifying Shareholders in order to meet
Valid Acceptances pursuant to the terms of the Open Offer. The Company has
received irrevocable commitments from certain Directors and other Shareholders
to take up all or part of their pro rata entitlements under the Open Offer in
respect of 575,830 of the Open Offer Shares. In addition the Company has
received irrevocable undertakings from certain Directors and other Shareholders
not to subscribe for all or part of their pro rata entitlements under the Open
Offer in respect of 712,001 of the Open Offer Shares and those shares have been
placed firm (in addition to the Placing Shares) with institutional and other
investors. Charles Stanley, acting as agent for the Company, has invited
Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the
Issue Price, free of all commissions and expenses, payable in full on
application, on the following basis:
1 Open Offer Share for every 4 existing Ordinary Shares
registered in their name at the close of business on the Record Date and so in
proportion for any greater or lesser number of existing Ordinary Shares then
held. The number of the Open Offer Shares for which Qualifying Shareholders are
entitled to apply is set out on the Application Form. Qualifying Shareholders
may apply for more or less than their entitlement of the Open Offer Shares if
they so wish.
Applications in excess of Qualifying Shareholders' entitlement will be satisfied
only to the extent that corresponding applications by other Qualifying
Shareholders are made for less than their entitlements and excess applications
may therefore be scaled down in such a manner as the Company and Charles Stanley
may determine. Valid applications up to Qualifying Shareholders' pro rata
entitlements will be satisfied in full.
Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of new Ordinary Shares. Any resulting fractional entitlements of
Qualifying Shareholders arising under the Open Offer will not be allocated
pursuant to the Open Offer but will be aggregated and sold by Charles Stanley
pursuant to the Placing Agreement for the benefit of the Company. Holdings of
Ordinary Shares in certificated and uncertificated form will be treated as
separate holdings for the purpose of calculating entitlements under the Open
Offer.
The new Ordinary Shares issued pursuant to the Placing and Open Offer, when
issued, will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and other
distributions declared made or paid on or after, or by reference to a record
date on or after the date of their issue, save that they will not rank for the
special interim dividend and will be issued free of all liens, charges and
encumbrances.
Application has been made to the UK Listing Authority for the Placing Shares and
the Open Offer Shares to be admitted to the Official List of the UK Listing
Authority and for the Placing Shares and the Open Offer Shares to be admitted to
trading on the London Stock Exchange's market for listed securities. The Placing
Shares and the Open Offer Shares are not being made available in whole or in
part to the public except under the terms of the Open Offer.
The Placing and Open Offer is conditional on the Placing Agreement becoming or
being declared unconditional in all respects by not later than 8.00 a.m. on 16
October 2003 (or such later time and/or date as Charles Stanley and the Company
may agree, being no later than 8.00 a.m. on 30 October 2003) and not being
terminated in accordance with its terms, conditions and provisions. The Placing
Agreement is conditional, inter alia, upon:
(a) the passing of the Resolutions (other than resolution number 3 as set
out in the notice of EGM set out at the end of the Circular) at the EGM;
(b) Admission having occurred by 8.00 a.m. on 16 October 2003 (or such
later time and/or date as Charles Stanley and the Company may agree, not being
later than 8.00 a.m. on 30 October 2003); and
(c) the Acquisition Agreement having become unconditional in all respects
(save in respect of Admission).
Under the terms of the Placing Agreement, Charles Stanley has the right to
terminate its obligations under the Placing Agreement in the event of, inter
alia, any of the warranties contained therein not being true or breach by the
Company. If the conditions of the Placing Agreement are not fulfilled on or
before the relevant date in the Placing Agreement, application monies will be
returned to applicants without interest as soon as possible thereafter. The
Placing and Open Offer has not been underwritten.
To be valid, completed Application Forms and payment in full must be received by
Northern Registrars Limited, Northern House, Woodsome Park, Fenay Bridge,
Huddersfield, HD8 0LA no later than 3.00 p.m. on 10 October 2003. Further
information on the Open Offer, including the procedure for application and
payment, is set out in Part II of the Circular being posted to Shareholders
today. The Open Offer is not being made to certain Overseas Shareholders, as
outlined in Part II of the Circular being sent to Shareholders today.
Extraordinary General Meeting
An extraordinary general meeting has been convened for 11.00 a.m. on 15 October
2003 at the offices of Olswang, 90 High Holborn, London WC1V 6XX. At the EGM,
the Resolutions will be proposed to authorise the Directors to implement the
Proposals.
Timetable
Record Date for the Open Offer Close of business on 16 September 2003
Record date for the special interim dividend Close of business on 3 October 2003
Latest time and date for splitting of Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on 8 October 2003
Latest time and date for receipt of Application Forms and
payment in full under the Open Offer 3.00 p.m. on 10 October 2003
Latest time and date for receipt of Forms of Proxy for use
at the EGM 11.00 a.m. 13 October 2003
Payment of the special interim dividend 14 October 2003
Extraordinary General Meeting 11.00 a.m. on 15 October 2003
Expected date of Completion and commencement of dealings
in the New Ordinary Shares 8.00 a.m. on 16 October 2003
CREST member accounts expected to be credited 16 October 2003
Expected date for dispatch by post of definitive share
certificates for New Ordinary Shares 23 October 2003
Enquiries
Creston Plc 020 7930 9757
Don Elgie, Chief Executive
Tim Alderson, Finance Director
Charles Stanley & Co. Limited 020 7953 2000
Mark Taylor
Freddy Crossley
Redleaf Communications 020 7955 1410
Emma Kane 07876 338339
James White
For the purposes of this press release Charles Stanley, which is authorised in
the United Kingdom under the Financial Services and Markets Act 2000, is acting
as sponsor and stockbroker to the Company in relation to the Placing and Open
Offer, and is not acting for any other person and will not regard any other
person (whether or not a recipient of this press release) as its customer in
relation to the Placing and Open Offer and will not be responsible for providing
the protections afforded to customers of Charles Stanley to any other person or
for providing advice to any other person in relation to the Placing and Open
Offer. If you require advice in relation to this press release you should
contact your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000.
This press release does not constitute, or form part of the Placing and Open
Offer or any invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any shares in the Company nor shall this press
release or any part of it, or the fact of its distribution, form the basis of,
or be relied on, in connection with or act as any inducement to enter into any
contract or commitment whatsoever with respect to the Placing and Open Offer or
otherwise.
The distribution of the press release in certain jurisdictions may be restricted
by law and therefore persons into whose possession this press release comes
should inform themselves about and observe any such restrictions. Any such
distribution could result in a violation of the law of such jurisdictions.
Neither this press release nor any copy of it may be taken or transmitted or
distributed (directly or indirectly) in or into the United States, Australia,
Canada, Japan, the Republic of Ireland or South Africa or to any national,
citizen or resident thereof or any corporation, partnership or other entity
created or organised under the laws thereof. The New Ordinary Shares in the
Company have not been and will not be registered under the United States
Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable
laws of Australia, Canada, Japan, the Republic of Ireland or South Africa and,
subject to certain exemptions, may not be offered for sale or subscription, or
sold or subscribed directly or indirectly, within the United States, Australia,
Canada, Japan, the Republic of Ireland or South Africa to or by any national,
resident or citizen of such countries.
DEFINITIONS
The following definitions apply throughout the announcement, unless the context
otherwise requires:
"Acquisition" the proposed acquisition of the entire issued share capital of NBC by
the Company;
"Acquisition Agreement" the conditional sale and purchase agreement dated 18 September 2003
relating to the Acquisition, further details of which are set out in
paragraph 9(a)(i) of Part VI
of the Circular;
"Acquisition Price" 96p per new Ordinary Share;
"Admission" admission of the New Ordinary Shares to the Official List and to
trading on the London Stock Exchange's market for listed securities
becoming effective in accordance with the Listing Rules of the UK
Listing Authority and the admission and disclosure standards published
by the London Stock Exchange;
"Application Form" the application form accompanying the Circular on which Qualifying
Shareholders may apply for any of the
Open Offer Shares under the Open Offer;
"Board" the board of Directors of the Company;
"Broker" or "Charles Stanley" Charles Stanley & Co. Limited, which is regulated by the Financial
Services Authority;
"Circular" the circular to Shareholders to be dated 19 September 2003, which
comprises a Circular relating to Creston and is prepared in compliance
with the Listing Rules;
"Company" or "Creston" Creston Plc;
"Completion" completion of the Acquisition in accordance with the terms of the
Acquisition Agreement;
"Consideration Shares" the 2,343,750 new Ordinary Shares to be issued at the Acquisition Price
in part payment of the Initial Consideration;
"CREST" the computerised settlement system to facilitate the transfer of title
of shares in uncertificated form, operated by CRESTCo Limited;
"CRESTCo" CRESTCo Limited, the operator (as defined in the Uncertificated
Securities Regulations 2001) of CREST;
"Deferred Consideration" the deferred consideration payable pursuant to the Acquisition
Agreement, further details of which are set out in paragraph 9(a)(i) of
Part VI of the Circular;
"Directors" or "Board" the directors of the Company;
"EGM" or "Extraordinary General the extraordinary general meeting of the Company to be held at 11.00
Meeting" a.m. on 15 October 2003 or any adjournment thereof, notice of which is
set out at the end of the Circular;
"EMO" or "EMO Group" EMO Group Limited;
"Enlarged Group" the Group as enlarged by the Acquisition;
"Enlarged Issued Share Capital" the issued share capital of the Company immediately following
completion of the Proposals;
"Firm Placed Shares" The Placing Shares and 712,001 new Ordinary Shares which certain of the
Directors and other Shareholders have irrevocably undertaken not to
take up under the Open Offer which have been placed firm by Charles
Stanley;
"FSA" The Financial Services Authority;
"Group" Creston and its subsidiaries as at the date of the Circular;
"Guaranteed Loan Notes 2005" the guaranteed loan notes issued to the Senior Managers as part of the
Initial Consideration, further details of which are set out in
paragraph 9(a)(i) of Part VI of the Circular;
"Guaranteed Loan Notes 2008" the guaranteed loan notes which may be issued as Deferred
Consideration, further details of which are set out in paragraph 9(a)
(i) of Part VI of the Circular;
"Issue Price" 86 pence per new Ordinary Share;
"Initial Consideration" the initial consideration to be paid to the Principal Vendors and the
Senior Managers pursuant to the Acquisition Agreement, further details
of which are set out in paragraph 9(a)(i) of Part VI of the Circular;
"Listing Rules" the listing rules provided for by section 74 of the Financial Services
and Markets Act 2000;
"London Stock Exchange" the London Stock Exchange plc;
"Marketing Sciences" or "MSL" Marketing Sciences Limited;
"New Ordinary Shares" 7,647,591 new Ordinary Shares proposed to be issued and allotted
pursuant to the Initial Consideration, the Placing and the Open Offer;
"NBC" Nelson Bostock Communications Limited;
"Official List" the Official List of the UK Listing Authority;
"Open Offer" the conditional invitation by Charles Stanley acting as agent and on
behalf of the Company to Qualifying Shareholders to apply for the Open
Offer Shares on the terms and conditions set out in Part II of the
Circular and on the accompanying Application Form;
"Open Offer Shares" the 2,803,841 new Ordinary Shares offered for subscription at the Issue
Price pursuant to the Open Offer;
"Ordinary Shares" the ordinary shares of 10 pence each in the capital of the Company;
"Overseas Shareholders" Shareholders with registered addresses outside the UK or who are
citizens or residents of countries other than the UK;
"Placing" the placing of the Placing Shares and the Open Offer Shares by Charles
Stanley on behalf of the Company at the Issue Price pursuant to the
Placing Agreement;
"Placing Agreement" the conditional agreement dated 19 September 2003 between the Company
(1) the Directors (2) and Charles Stanley (3) relating to the Placing
and Open Offer, details of which are set out in paragraph 8 of Part VI
of the Circular;
"Placing Shares" the 2,500,000 new Ordinary Shares which are proposed to be issued by
the Company pursuant to the Placing which have been placed firm by
Charles Stanley;
"Principal Vendors" together Martin Bostock, Roger Nelson, Paul Hildrew and Philippe
Bobroff;
"Proposals" the Acquisition, the Placing, and the Open Offer;
"Qualifying Shareholders" holders of existing Ordinary Shares on the register of members of the
Company at the close of business on the Record Date (and others with a
bona fide market claim) other than certain Overseas Shareholders, as
described on page 25 of Part II of the Circular;
"Record Date" the record date for the Open Offer, being the close of business on 16
September 2003;
"Resolutions" the resolutions set out in the notice of Extraordinary General Meeting
set out at the end of the Circular;
"Senior Managers" together Lee Nugent, Robert Haslam, Lucy Mayo and Sue Skeats;
"Shareholders" holders of Ordinary Shares on the register on the date hereof;
"The Real Adventure" or "TRA" The Real Adventure Marketing Communications Limited;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" the FSA acting in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000;
"Unsecured Loan Notes 2008" the loan notes which may be issued in part payment of the Deferred
Consideration, further details of which are set out in paragraph 9(a)
(i) of Part VI of the Circular;
"US" or "United States" the United States of America, its territories and the United States of
America, its territories and possessions, any state of the United
States and the District of Colombia;
"Valid Applications" an application under the Open Offer which is duly received by 3.00 p.m.
on 10 October 2003 and is otherwise valid in accordance with the terms
of the Open Offer;
"Vendors" together the Principal Vendors, the Senior Managers and the trustees of
the NBC Employee Benefit Trust; and
This information is provided by RNS
The company news service from the London Stock Exchange