Acquisition
Delling Group PLC
22 August 2006
DELLING GROUP PLC (DLG.L)
The AIM-listed marketing services group
Acquisition of Exhibition Company in Sweden
Placing of £1.16 million shares
Issue of £1 million loan notes
Delling Group PLC ('Delling' or the 'Company'), the AIM listed marketing support
services group, announces that in line with its acquisition strategy, it has
exchanged contracts to acquire Eckerud Scandinavian Group AB ('Eckerud'), a
privately owned Swedish exhibition company, with completion scheduled for 30
August 2006. The acquisition substantially increases Delling's presence in this
area, which has historically represented approximately 10% of Group turnover.
The initial consideration payable is approximately £1.5 million, equivalent to
approximately 5.6 times Eckerud's anticipated pre-tax profit for the year ended
31 December 2006. An earn-out is payable such that the ratio of Eckerud's
pre-tax profit to the total consideration is maintained at a multiple of 5,
subject to a maximum of £4m should pre-tax profits rise to £1.1m by 31 December
2008. Up to 20% of the earn out can be paid in shares, at Delling's option,
using the average share price in December for the year in which an earn-out is
payable.
The initial consideration will be satisfied by a cash payment of £1.5million and
this will be funded by a combination of the proceeds of a new issue of shares
and £1million of loan notes.
Eckerud has been the leading developer of this industry in Sweden for more than
fifty years, having accumulated broad international experience in developing and
managing complex and sophisticated exhibition projects in more than 80
countries. For the year ending 31 December 2006 Eckerud is expected to produce a
turnover of approximately £4.4m and generate profits before tax of £260,000.
Eckerud is the leading company in Sweden in the field of exhibitions by sales
and, combined with Delling's existing business, will now become one of the top
three in Norway. It manufactures and designs stands for trade shows, briefing
centres and point of sale locations for a broad range of customers including
Ericsson, Astrazeneca and Boss Media
The Board views the acquisition of Eckerud as a very important and exciting step
in their objective to establish Delling as one of the largest companies in its
sector in Scandinavia, and expect to conclude a number of further acquisitions
over the coming months.
As previously announced, the recent placings were to strengthen the balance
sheet to enable the Company to obtain bank financing to, inter alia, fund future
acquisitions. However the acquisition of Eckerud is being completed quicker than
Delling had initially expected and before bank discussions have been concluded.
The Board considers the acquisition of Eckerud to be strategically important and
therefore has decided to finance it through a share and loan note issue.
Delling Group will issue 11,897,436 shares at 9.75 pence, being the mid-market
share price at the close of trading on 16 August 2006 ('the placing'). The
shares have been placed with Scandinavian investors, including 4,102,564 shares
to Mr Bjart Dysthe. After the placing Mr Dysthe, already a substantial
shareholder in the Company, will hold 40,626,481 shares in the company
representing 27.2% of the issued voting share capital.
The loan notes have been issued to RAB Capital ('RAB'), and, as a commitment
fee, Delling has issued 2,000,000 shares to RAB, credited as fully paid at 9.5
pence per share being the mid-market share price at close of trading on 17
August 2006. The loan is intended to be short term in nature whilst it arranges
longer term bank financing; however if after three months it has not been repaid
RAB may then charge interest at 10% per month, although it is the Directors'
intention to fully repay the loan in cash at the end of the three month period.
The share and loan note issue together raise £2.16 million. £1.5 million is to
be used to conclude the acquisition of Eckerud and the balance is to be used for
further acquisitions that are expected to complete shortly.
Application has been made for the admission of 13,897,436 new ordinary shares,
being the placing shares and those issued to RAB, to trading on AIM on 24 August
2006 and dealings are expected to commence on or around that date.
Commenting on the acquisition, Aksel Bratvedt, Executive Chairman of Delling
Group, said:
'This acquisition, one of our largest to date, is an excellent addition to
Delling's service offering and gives a larger presence in this sector. The
acquisition has been concluded before bank financing discussions could be
finalised, and therefore a share issue has had to be made. I am very confident
that Eckerud will add substantial value to the shareholders and it is expected
to be earnings enhancing in the first year of ownership, as well as providing
scope for cross-fertilisation and further contract wins'.
'I am confident that we can substantially increase the pace of our acquisition
programme, targeting only profitable companies to become the leading operator in
the marketing support services sector in the Nordic area.'
For further information please contact:
ENDS
Contact:
Delling Group Plc
Aksel Bratvedt, Chairman Tel: 020 7484 5663
James Robinson, Finance Director Tel: 020 7484 5664
www.dellinggroup.com
Adventis Financial PR
Peter Binns Tel: 020 7034 4760
Annabel Loveluck Tel: 020 7034 4756
Kreab AS
Brynjulf Freberg Tel: +47 9066 3646
This information is provided by RNS
The company news service from the London Stock Exchange UURURUPQGMG