Acquisitions

RNS Number : 2453J

Ebiquity PLC

26 March 2010

 



Ebiquity Plc

("Ebiquity" or "the Company")

Proposed acquisitions of Xtreme Information Services Limited ("Xtreme")

and Thomson Media Control GmbH & Co KG ("TMC") (together the "Acquisitions")

Issue of 18,157,969 new Ordinary Shares and issue of Convertible Loan Notes convertible into 13,802,861 Ordinary Shares pursuant to the Acquisitions

Conditional Placing of 1,375,000 new Ordinary Shares at 56 pence per Ordinary Share pursuant to the Xtreme Acquisition

Highlights

·      Ebiquity to create the pre-eminent international analytics and advertising monitoring business through the acquisition of Xtreme, a leader in international advertising monitoring with a footprint in over 60 countries, from VS&A (a private equity fund managed by Veronis Suhler Stevenson ("VSS")) and Xtreme's management.

·      The total consideration for Xtreme will be £17.9m, consisting of a cash payment of £0.8m to be funded through the Placing of 1,375,000 new Ordinary Shares, the issue of 16,706,639 new Ordinary Shares at the Closing Price and the issue of Convertible Loan Notes with the right to convert into 13,802,861 Ordinary Shares. VS&A to hold 27.7% of Ebiquity's issued Ordinary Shares following Completion.

·      Ebiquity to also significantly strengthen its German advertising monitoring business through the acquisition of the remaining 50% interest in TMC, its advertising monitoring joint venture in Germany for a total consideration of £0.8m consisting of 1,451,330 new Ordinary Shares and £25,000 in cash.

·      Acquisitions bring together businesses with complementary client bases, product offerings and worldwide locations. Significantly strengthens Ebiquity's global offering and further penetrates a market that the Directors believe to be worth over $200m worldwide.

·      Acquisitions to be significantly earnings enhancing in the first full financial year following Completion and thereafter.

·      New £12.0m debt facility with Bank of Ireland which will become effective upon Completion.

·      Ebiquity has received support from Director Shareholders to vote in favour of the Resolutions with irrevocable undertakings representing 36.5% of the existing issued Ordinary Shares.

Michael Greenlees, Chief Executive Officer of Ebiquity commented:

"This is a transformational deal that will create a global leader. The combination of Ebiquity's leading analytics business and Xtreme's global monitoring abilities, spread across the joint global footprint will create much opportunity. Taking full control of TMC also significantly enhances our advertising monitoring business in the key German market.  This transaction will significantly enhance our global client offering, enabling us to provide them with the insight they need to deliver more effective advertising and marketing campaigns."

26 March 2010

Enquiries:

Ebiquity Plc                                                                                          Tel. [phone]

Michael Greenlees, Chief Executive Officer  

Andrew Beach, Chief Financial Officer

Numis Securities Limited                                                                    Tel. [phone]

Adam Joy, Nick Westlake (Financial Adviser and Nominated Adviser)

David Poutney (Corporate Broking)

College Hill                                                                                          Tel. [phone]

Matthew Smallwood 

Jamie Ramsay

Introduction

The Board of Ebiquity is pleased to announce that it intends to acquire Xtreme as well as the remaining interest in TMC it does not already own. The Directors believe that the Acquisitions will significantly strengthen Ebiquity's client offering by adding international advertising monitoring capabilities and competitive insight capabilities to its already strong international client offering.

The Acquisitions are inter-conditional on each other and they will allow Ebiquity to combine its German business operations with Xtreme's. By so doing, the Directors believe that Ebiquity will significantly strengthen its position in this important market.

Background to and reasons for the Acquisitions

Ebiquity has grown rapidly in recent years as a result of the demand for international marketing and media insights based on data analytics. The Directors believe this is a result of brand owners seeking independent advice in order to maximise their return-on-investment ("ROI") in a complex, high-pressure media environment. Ebiquity is already a leader in this market, delivering media performance benchmarking and auditing to approximately 175 advertisers in up to 40 countries worldwide.

1) Xtreme Acquisition

Xtreme is a media intelligence group, providing advertising monitoring and competitive analysis to customers across a wide range of sectors and countries with a number of product offerings. Xtreme currently employs over 300 staff and operates in a number of key media markets including TV, press, radio, cinema, outdoor and internet. The Directors believe that a major strength of Xtreme is its ability to monitor these key markets globally with monitoring capabilities in over 60 countries worldwide. Xtreme has offices in the UK, the US, Germany and Australia.

Xtreme was launched in 1997 as a media monitoring company and was subsequently acquired in 2001 by VS&A in a management buy-out. VS&A currently owns approximately 92% of Xtreme's equity with the remainder being held by Xtreme's Chief Executive Officer, John Gordon.

The Directors believe that the addition of Xtreme's international data platform to Ebiquity's advertising monitoring business, in combination with Ebiquity's international analytics business, will enable Ebiquity to offer a genuinely distinctive global offering. The Directors believe that the combination of international competitive monitoring and media and marketing analytics will help to increase the Company's penetration of this market opportunity, which the Directors believe to be worth over $200m worldwide.

In addition to significantly strengthening Ebiquity's international offering, the Directors believe that the acquisition of Xtreme will also support the Company's growing businesses in both Germany and the US. In the US, where Xtreme has an established media insight business, Ebiquity intends to combine the skills of Xtreme with those of Ebiquity which the Directors believe will further strengthen Ebiquity's position in this important market.

2) TMC Acquisition

Ebiquity currently owns a 50% interest in TMC, a German advertising monitoring business. Ebiquity now plans to take full ownership and combine TMC with Xtreme's German business, which the Directors believe will create a powerful competitive monitoring business in Europe's largest advertising market. The Directors believe that this, together with Ebiquity's German media analytics business, will enable the Company to combine competitive monitoring with marketing and media analytics, a combination which has already proved successful in the UK.

TMC generated turnover of €2.9m and EBITDA of €0.2m for the 12 months ended 31 December 2009. As at 31 December 2009 TMC had net liabilities of €64,000.

Overall the Directors believe that the combination of Ebiquity, Xtreme and TMC will create a significantly enhanced client offering with strong barriers to entry in a growing global market.

Xtreme Acquisition structure

It is proposed that Ebiquity will acquire the entire issued and to be issued share capital of Xtreme for a total consideration of £17.9m, consisting of a cash payment of £0.8m to be funded through the Placing, together with the issue of 16,706,639 new Ordinary Shares at the Closing Price and the issue of Convertible Loan Notes (convertible subject to certain conditions into 13,802,861 Ordinary Shares at the Closing Price).

Following Completion, VS&A will hold 27.7% of Ebiquity's issued Ordinary Shares (including Ordinary Shares held in the EBT) and will only be able to exercise Convertible Loan Notes provided their resultant holding is not more than 29.9% of Ebiquity's issued Ordinary Share capital (excluding any Ordinary Shares held in the EBT).

TMC Acquisition structure

It is proposed that Ebiquity will take full ownership of TMC, in which the Company currently holds a 50% interest, through the issue to TMC's shareholder of 1,451,330 new Ordinary Shares and a payment of £25,000 in cash which, based on the TMC Closing Price and Exchange Rate, equates to an aggregate consideration of £0.8m.

Historical financial information on Xtreme

A summary of Xtreme's financial information, under UK GAAP, for the past three financial years ended 31 December is shown below:

Summary profit and loss	2007 (1)	2008 (1)	2009 (2)
Turnover (£m)	16.0	17.6	18.0
Gross profit (£m) (3)	9.3	10.4	10.6
EBITDA (£m) (4)	1.4	2.3	2.3

(1): Statutory accounts excluding Contagious Communications Limited (a subsidiary that Xtreme disposed of prior to the Xtreme Acquisition)

(2): Unaudited management accounts

(3): Adjusted for presentation of payroll costs to align with presentation of Ebiquity

(4): Before exceptional items

Xtreme's net assets as at 31 December 2009 were £8.4m (excluding Contagious Communications Limited, a subsidiary that Xtreme disposed of prior to the Xtreme Acquisition).

Xtreme's turnover has remained resilient throughout the recent downturn in advertising and the economy. The Directors believe that this can be attributed to:

·      the geographic scope of Xtreme's product and service offering which offers competitive analysis across more than 60 countries;

·      Xtreme's diverse customer base; and

·      approximately 90% of Xtreme's revenue being derived from subscriptions, most of which are on an annual basis.

In addition, whilst the majority of turnover is invoiced from the UK, it is estimated that more than 90% of this turnover relates to international product and service offerings.

Financial effects of the Acquisitions

The Directors believe that, in addition to creating greater revenue opportunities, there will be material cost savings as a result of the streamlining of operations. As a result, the Directors believe that the Acquisitions in combination will be significantly earnings enhancing in the first full financial year following Completion and thereafter.

The number of new Ordinary Shares which will be issued, and which would be issued if the Convertible Loan Notes were converted in full, as a result of the Acquisitions is as follows:

	Number of Ordinary Shares1	% of issued Ordinary Shares1	Number of Ordinary Shares resulting from conversion of Convertible Loan Notes	% of issued Ordinary Shares assuming full conversion of Convertible Loan Notes
VS&A	15,450,049	27.7%	13,802,861	42.0%
John Gordon	1,256,590	2.2%	-	1.8%
TMC shareholder	1,451,330	2.6%	-	2.1%
Total	18,157,969	32.5%	13,802,861	45.9%

¹ Assuming completion of the Placing and prior to the transfer of a small number of Ordinary Shares by VS&A to certain members of Xtreme's management as referred to below.

Current trading and future strategy

The Board is pleased to note that since the announcement of Ebiquity's interim results for the six months ended 31 October 2009, trading has continued to be in-line with the Board's expectations.

The Directors believe that the new global media landscape poses a great challenge to today's marketing professionals and advertisers increasingly need to better understand the various media and marketing channels available to them in order to ensure that they continue to be both relevant and effective, and that they are able to secure the best return for their investment.

The Directors believe that Ebiquity is uniquely placed to take advantage of this trend. As an independent provider of media and marketing insights, Ebiquity is a leader in this rapidly developing market. The Company already works with approximately 400 advertisers in up to 40 markets providing competitive monitoring, media benchmarking, media auditing, marketing and media effectiveness tools and ROI analysis. The Directors believe that the acquisition of Xtreme significantly strengthens the Company's offering, enabling Ebiquity to tap an enormous international advertising database and thus further improve the Company's analytics capabilities.

Board appointments and lock-up arrangements

On Completion Jeffrey Stevenson and Christopher Russell, both representatives of VSS, will be appointed to the Board of Ebiquity as non-executive Directors.  Information required to be disclosed pursuant to Schedule Two Annex 3 (g) of the AIM Rules on these two Directors is set out at the end of this announcement.

VS&A shall be subject to a six-month lock-up arrangement following Completion such that VS&A will only be entitled to sell Ordinary Shares with the prior consent of the Board and in other limited circumstances. After six months, VS&A shall be subject to a further lock-up period in relation to 50% of its shareholding, such that during that period VS&A will only be entitled to sell such Ordinary Shares subject to the prior consent of the Board and in other limited circumstances.

At any time whilst VS&A holds 15% or more of the issued Ordinary Share capital of Ebiquity, VS&A undertakes not to dispose of Ordinary Shares (or interests in Ordinary Shares) without first considering the views of the Company's appointed nominated adviser in order to maintain an orderly market in the issued Ordinary Share capital of the Company.

In accordance with the terms of the Xtreme Acquisition, VS&A has agreed to transfer to certain members of Xtreme's management a small number of Ordinary Shares as a bonus. The intention is to gift these Ordinary Shares immediately following Completion. VS&A's lock-up deed contains a specific waiver of the lock up arrangements with respect to the gift of Ordinary Shares to Xtreme's management.

Irrevocable undertakings

Ebiquity currently has in issue 32,139,435 Ordinary Shares.  The Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of 11,773,091 Ordinary Shares representing 36.5% of the existing issued Ordinary Shares.

Irrevocable undertakings have been received from all of the Director Shareholders as follows:

Director Shareholder	Number of Ordinary Shares	% of issued Ordinary Shares
Michael Higgins (non-executive Chairman)	64,500	0.2%
Michael Greenlees (Chief Executive Officer)	50,000	0.2%
Nick Manning (Chief Operating Officer)	50,000	0.2%
Paul Adams (Chief Information Officer)	908,804	2.8%
Andrew Beach (Chief Financial Officer)	20,000	0.1%
Stephen Thomson (non-executive Director)	5,302,393	16.5%
Sarah Jane Thomson (non-executive Director)	5,302,394	16.5%
Richard Nichols (non-executive Director)	35,000	0.1%
TOTAL	11,733,091	36.5%

Acquisition documents

Summaries of the material contracts and documents entered into by the Company in connection with the Acquisitions can be found in the Circular which is due to be posted to Shareholders today.

New debt facilities

Ebiquity has today entered into a new debt facility with Bank of Ireland, consisting of a term debt facility of £8.0m, a revolving credit facility of £2.5m and an acquisition facility of £1.5m, which will become effective upon Completion.

New EBT

The Remuneration Committee has decided to implement amended and enhanced incentive arrangements for key executives, in particular Michael Greenlees (Chief Executive Officer) and Nick Manning (Chief Operating Officer).  On joining in 2007 they were collectively awarded options over 3.2 million Ordinary Shares, exercisable at 25 pence per Ordinary Share, subject to the achievement of a certain share price target.  It is now intended to increase the combined allocation to them to 4.2 million Ordinary Shares, subject to new performance criteria, and to implement this new arrangement by combining the existing option based EIP with a new JSP.  This will result in the Company issuing 4.2 million Ordinary Shares to a newly created EBT.  In the event that all the Ordinary Shares are not ultimately required, and also in certain circumstances arising from the interaction of the EIP and the JSP, they will be bought back by the Company.

Of the 4.2 million Ordinary Shares, 1,050,000 will vest immediately and may be acquired at 35 pence per Ordinary Share but even if the right to acquire them is exercised, they must in normal circumstances be retained until after the announcement of the Company's results for the financial year ended 30 April 2011.  Vesting of the balance, which will have an acquisition cost of 35 pence per Ordinary Share, will be subject to the satisfaction of two new performance criteria, a combination of earnings per share and revenues.  The minimum earnings per share target must be satisfied before the Ordinary Shares comprised in either part of the award can vest.  All vested Ordinary Shares must normally be retained for a minimum of 12 months after they are sold.

Placing

The Company also announces the conditional Placing of the Placing Shares at a price of 56 pence per Ordinary Share to raise approximately £0.8m to fund the cash element of the Xtreme Acquisition consideration.

Under the terms of the placing agreement entered into with Numis, Numis has agreed, conditional upon (inter alia) admission of the Placing Shares to trading on AIM ("Admission"), to use reasonable endeavours to procure placees for the Placing Shares.  The Placing has been underwritten by Numis, subject to certain conditions.  The Placing is conditional upon (inter alia) the placing agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.  The placing agreement also contains certain warranties given by the Company in favour of Numis as to certain matters relating to the Company and its business.  In addition the Company has given certain undertakings to Numis and has agreed to indemnify Numis in relation to certain liabilities it may incur in connection with the Placing.  Numis has the right to terminate the placing agreement in certain circumstances prior to Admission including (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Company or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the placing agreement.   

Circular / Resolutions

The Circular is expected to be sent to Ordinary Shareholders during the course of today.

The Resolutions to be put to Ordinary Shareholders are as follows:

·      a Resolution to authorise the Directors to allot Ordinary Shares and grant rights to subscribe for or to convert any security into Ordinary Shares pursuant to the Acquisitions and otherwise will be proposed as an ordinary resolution ("Resolution 1");

·      the Resolutions to approve the appointment of two additional Directors to the Board will be proposed as ordinary resolutions ("Resolutions 2 and 3");

·      a Resolution to give the Directors power to allot equity securities for cash pursuant to sections 570 and 573 of the Companies Act 2006 (and therefore on a non-pre-emptive basis) in respect of the allotment of equity securities pursuant to a rights issue or up to an aggregate nominal value of £1,741,881, being that figure which represents 10% of the issued Ordinary Share capital of the Company following completion of the Acquisitions, the issue of Ordinary Shares to the trustee of the EBT, the conversion of all Convertible Loan Notes and completion of the Placing, will be proposed as a special resolution ("Resolution 4"); and

·      a Resolution to approve a contract between the Company and RBC cees Trustee Limited pursuant to which the Company may become entitled or obliged to purchase shares in the Company will be proposed as a special resolution ("Resolution 5").

The Acquisitions are inter-conditional on each other and Completion is conditional upon:

·      the Placing;

·      the passing of Resolutions 1, 2 and 3;

·      admission of the 18,157,969 new Ordinary Shares to trading on AIM becoming effective;

·      the TMC Acquisition having become unconditional;

·      the Xtreme Acquisition having become unconditional; and

·      the facility agreement between the Company and Bank of Ireland having become unconditional.

Expected timetable of principal events

Latest time and date for receipt of Forms of Proxy	10:00am on 10 April 2010
Extraordinary General Meeting	10:00am on 12 April 2010
Admission of new Ordinary Shares to trading on AIM	with effect from 7:00 a.m. on 13 April 2010
Completion of the Acquisitions and Placing	13 April 2010

Recommendation

The Directors are of the opinion that the Acquisitions are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings which amount in aggregate to 11,733,091 Ordinary Shares representing 36.5% of the current issued Ordinary Shares.

The proposed TMC Acquisition represents a related party transaction under the AIM Rules. The Board considers, having consulted with Numis, that the terms of the TMC Acquisition are fair and reasonable insofar as Shareholders are concerned.

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Acquisitions"	the Xtreme Acquisition and the TMC Acquisition
"AIM"	AIM, the market operated by the London Stock Exchange
"AIM Rules"	the London Stock Exchange AIM Rules for Companies
"Circular"	the Circular to Ordinary Shareholders to be posted by the Company today setting out further details of the proposals described in this announcement and including the Notice of Extraordinary General Meeting
"Closing Price"	55.8 pence per Ordinary Share, being the average closing price per Ordinary Share for the 20 dealing days immediately prior to 25 March 2010 (the last dealing day prior to the publication of this document)
"Company" or "Ebiquity"	Ebiquity Plc
"Completion"	completion of the Acquisitions
"Convertible Loan Notes"	convertible loan notes to be issued to VS&A  pursuant to the Acquisitions
"Directors" or "Board"	the board of directors of Ebiquity
"EBT"	the Company's proposed new employee benefit trust
"EIP"	the Company's existing executive incentive plan
"Exchange Rate"	1.1133 being the average Sterling-Euro exchange rate for the five dealing days prior to 23 March 2010
"Extraordinary General Meeting"	the extraordinary general meeting of the Company convened for 10:00am on 12 April 2010 and any adjournment thereof
"Form of Proxy"	the form of proxy for use at the Extraordinary General Meeting or at any adjournment of such meeting
"Group"	the Company and its subsidiaries from time to time
"JSP"	the Company's proposed new joint share ownership plan
"London Stock Exchange"	London Stock Exchange plc
"Notice of Extraordinary General Meeting"	means the notice of the Extraordinary General Meeting contained within the Circular
"Numis"	Numis Securities Limited
"Ordinary Shares"	fully paid ordinary shares of £0.25 each in the capital of the Company
"Ordinary Shareholders"	a holder of Ordinary Shares
"Placing"	the placing of the Placing Shares at 56 pence per Ordinary Share with institutional investors, conditional on Completion
"Placing Shares"	1,375,000 new Ordinary Shares issued as part of the Placing
"Remuneration Committee"	the Company's remuneration committee
"Resolutions"	the resolutions referred to in the Notice of Extraordinary General Meeting
"ROI"	return on investment
"Shareholders"	holders of Ordinary Shares
"TMC"	Thomson Media Control GmbH & Co KG ( a limited partnership under German law registered with the commercial register of the local court of Baden Baden under number HRA 201451)
"TMC Acquisition"	the acquisition by Ebiquity of the remaining 50% interest in TMC not currently owned by the Group
"TMC Closing Price"	55.7 pence per Ordinary Share, being the average closing price per Ordinary Share for the 20 dealing days immediately prior to 23 March 2010
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions and all areas subject to its jurisdiction, the District of Columbia and any state of the United States of America
"VS&A"	VS&A Communications Partners III, L.P. a limited partnership incorporated in the State of Delaware, United States of America, under file number 2962938, VS&A Communications Parallel Partners III, L.P. a limited partnership incorporated in the State of Delaware, United States of America, under file number 2983133 and VSS III SBS LLC, a limited liability company incorporated in the State of Delaware, United States of America, under file number 3124485
"VSS"	Veronis Suhler Stevenson, the manager of VS&A
"Xtreme"	Xtreme Information Services Limited (incorporated in England and Wales under the Companies Act 1985 with registered number 04244794) and, unless the context requires otherwise, its subsidiaries
"Xtreme Acquisition"	the acquisition of the entire issued and to be issued share capital of Xtreme

Directors

The two new non-executive Directors joining the Board following Completion are Jeffrey Stevenson and Christopher Russell from VSS.

Jeffrey Taylor Stevenson

Mr Stevenson is the Managing Partner of VSS, a private equity fund with $2.5 billion of capital under management. VSS manages private equity and mezzanine funds dedicated to companies engaged in the media, communications and information industries. He joined VSS in 1982 shortly after its formation and has been the head of its private equity business since its first investment in 1989.

Mr Stevenson currently serves as a director of Xtreme, Access Intelligence, Infobase Publishing, Tranzact, User Friendly Phone Books, Market Strategies, ITN Networks, TMP Worldwide, Medizine, Advanstar Communications, Cambium Learning, Vault and Southern Theatres. Previously, he served as a director of The Official Information Company, Centaur Communications, Birch Telecom, ITE Group Plc, Pepcom, Yellow Book USA, Rifkin Acquisition Partners, Triax Midwest Associates, Broadcasting Partners Holdings, Spectrum Resources Towers, PJS Publications, Kansas Broadcasting Systems, B&B Merger Corporation, Cable Management Ireland, International Media Partners, Hughes Broadcasting Partners, Triax Southeast Associates, Canon Communications, Hanley Wood, De Telefoongids, Mediatel and Broadcasting Partners.

Christopher John Russell

Mr Russell is a Managing Director at VSS responsible for originating, structuring and monitoring US and international investments, and is also actively involved in all aspects of VSS' investment process, fundraising, operations, and administrative matters. Since joining VSS in 1994, Mr Russell has been active in private equity and mezzanine investments across all targeted media, communication, education, business services and information sectors. He played a lead role in the firm's investments in Hanley Wood, ITE Group Plc, Xtreme, Infobase Publishing, Market Strategies International, Advanstar Communications, and Brand Connections, and participated in the firm's separate investments in Fonecta, De Telefoongids, and Mediatel (which subsequently all merged to form the YBR Group), and Centaur Communications. Mr Russell currently serves as a director of Xtreme, Brand Connections, Advanstar Communications, Infobase Publishing and Market Strategies and previously served on the Boards of Hanley Wood and ITE Group Plc. Mr. Russell established the VSS London office in 2000 in order to accelerate European investment activity.

AIM Rules Schedule Two Annex III (g) information

Jeffrey Taylor Stevenson (age: 49 years)

Current directorships / partnerships: Veronis Suhler & Associates Inc, Veronis Suhler Stevenson Holdings LLC, Veronis Suhler Stevenson International Ltd, Advanstar Communications, Advanstar Communications (UK) Limited, Medizine, Cambium Learning, ITN Networks, TMP Worldwide, Southern Theatres, Market Strategies, Infobase Publishing, Trazact, Vault, User Friendly Phone Books, Xtreme Information Services Limited (UK) and Access Intelligence.

Previous directorships / partnerships (last five years): Canon Communications, Hanley Wood and Veronis Suhler Stevenson LLC.

There are no other matters which are required to be announced pursuant to Schedule Two Annex III (g) of the AIM Rules.

Christopher John Russell (age: 45 years)

Current directorships / partnerships: Brand Connections, Advanstar Communications, Advanstar Communications (UK) Limited, Market Strategies, Market Strategies International Limited (UK), Infobase Publishing, Xtreme Information Services Limited (UK), Xtreme Information (USA) Limited and The Register Group Limited.

Previous directorships / partnerships (last five years): Hanley Wood, ITE Group Plc and Veronis Suhler Stevenson International (UK).

There are no other matters which are required to be announced pursuant to Schedule Two Annex III (g) of the AIM Rules.

Cautionary note

The statements, including any forward-looking statements, contained herein are made at the date of this announcement, unless some other time is specified in relation to them, and distribution of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believe'', ''estimate'', ''anticipate'', ''expect'', ''intend'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They include statements regarding the intentions, beliefs or current expectations of the Company concerning, amongst other things, the business, performance, and prospects of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future performance. The Company's actual performance may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the performance of the Company is consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. All forward-looking statements included in this document are based on information available to the Company at the date hereof. Shareholders should not place undue reliance on such forward-looking statements, and the Company does not undertake any obligation to update publicly or revise any forward-looking statements, save as required by the AIM Rules or any other applicable law or regulation.

 

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