Acquisition
Huveaux PLC
25 September 2003
Embargoed until 0700 hrs on 25/9/03
HUVEAUX PLC
Proposed Acquisition of Fenman Limited
Placing of 20.5 million new ordinary shares
to raise £7.5 million (net of expenses)
•Proposal to acquire Fenman, a leading publisher of training materials for
£6 million in cash
•Placing of 20.5 million new shares to raise £7.5 million after expenses
•Fenman will be Huveaux's 4th publishing acquisition since its launch in
late 2001
•Fenman expected to enhance earnings per share in 2003.
•Huveaux's four publishing businesses are highly profitable and generate
positive cash flow.
Comments on the proposed acquisition of Fenman, John van Kuffeler, Chairman of
Huveaux, today said:
'We are delighted to announce the acquisition of Fenman which will complement
our existing three operating businesses and enhance our future performance.'
Contacts
John van Kuffeler, Chairman, Huveaux PLC Tel: 020 7245 0270
Jamie Matheson, Brewin Dolphin Securities Tel: 0141 221 7733
Jonathan Brill, Bell Pottinger Financial Tel: 020 7861 3865
HUVEAUX PLC
('Huveaux' or 'the Company')
Proposed Acquisition of Fenman Limited
Placing of 20.5 million new ordinary shares
to raise £7.5 million (net of expenses)
Introduction
The board of Huveaux is pleased to announce the proposed acquisition of Fenman
Limited ('Fenman' or 'the Acquisition'), a leading UK publisher of training
materials. Aggregate consideration for the Acquisition is £6 million payable in
cash. In connection with the Acquisition, Brewin Dolphin Securities Limited is
placing 20,512,821 new ordinary shares of 10p each ('the Placing Shares') at a
price of 39p per share ('the Placing') to raise £7.5 million net of expenses.
Approval for the Placing, upon which the Acquisition is conditional, is being
sought from the shareholders of Huveaux at an Extraordinary General Meeting of
the Company to be held on 20 October 2003.
Background
Huveaux was formed in 2001 with the objective of building a substantial
publishing and media company by acquisition and organic growth. The Company has
to date raised a total of £12.35 million (net of expenses) from three placings
of new Ordinary Shares - in December 2001, August 2002 and March 2003
respectively. In August 2002, Huveaux made its first acquisition, Vacher Dod,
the leading UK publisher of specialist political biographical reference books,
guides and directories related to parliamentary and government institutions. The
second acquisition, Lonsdale SRG, a specialist publisher of revision guides and
workbooks for school pupils in England and Wales, was made in March 2003. In
August 2003, Huveaux announced the acquisition, now completed, of Le
Trombinoscope, the leading publisher of political biographical reference books
in France.
Each of Huveaux's businesses provides vital database information and does so in
printed or electronic formats, in the latter case often via a website. Margins
are high and the Huveaux businesses are both highly profitable and cash
generative. Taken as a whole, all of Huveaux's businesses are expected to
benefit from the growing volume of legislation and regulation emerging from the
UK and EU.
Fenman, which has all of the above characteristics, will form part of Huveaux's
Education & Training Division. Significantly, and in contrast to Huveaux's other
publishing businesses, Fenman's revenues and cashflow are, in relative terms,
more evenly spread throughout the calendar year.
Information on Fenman
Fenman is a specialist publisher of materials and information concerned with
employee training and related personnel matters. Its training publications do
not cover the skill-based programmes of individual industries and organisations
but, under the umbrella concept of informing and advising training managers, are
oriented towards general subjects such as relevant legislation and basic
training techniques. Similarly, coverage of personnel affairs relates chiefly to
topics of common concern to all human resource managers such as the management
of new appointments, absenteeism and day-to-day attendance. The target customer
base comprises training and personnel managers in large organisations in both
private and public sectors, including FTSE 100 companies, major government
departments, local authorities, the armed forces and leading accountancy firms.
Fenman's flagship product is a monthly publication, Training Journal, which
offers up-to-date news and comment on a wide range of training and personnel
matters alongside practical and expert advice and opinion from leading
professionals in their respective fields.
Training Journal is not the largest, but is the fastest growing, of the major
revenue earning segments of Fenman and is a key driver of its other products,
most of which are learning packages devoted to general training and personnel
subjects; these other products mainly comprise training videos and training
manuals.
The videos cover areas such as appraisals, improving performance, team building,
mentoring, leadership and performance reviews. The training manuals provide a
comprehensive series of general aids for training programmes. Subjects covered
include leadership, communication skills and online learning. There are also
guides to the general techniques of employee training. Fenman's new part work
marketed under the brand name Train the Trainer, has effectively created a
further subscription-based reference publication.
Ancillary activities include a website, UK-HRD, a networking news and
knowledge-sharing facility for UK training and personnel professionals. Fenman
also organises seminars, courses and conferences for personnel and training
managers at locations throughout the United Kingdom.
Fenman is based in Ely, Cambridgeshire in a 7,000 square foot office and
warehouse building. The building houses all 16 of Fenman's current staff and
provides storage space for stocks of videos and manuals. Training Journal is
produced and dispatched by contract printers. Production of the videos is
sub-contracted to independent producers who work, on a flat fee basis, generally
from scripts provided by Fenman.
In Training Journal, Fenman makes considerable use of freelance and invited
writers, mainly consultants and experts in the various aspects of employee
training and human resource management. Outside professionals are also used to
create and write the manuals and provide outline scripts for the videos.
In its last audited financial year, to 31 July 2003, Fenman produced turnover of
£3.0 million and a profit before taxation (including a gain on sale of fixed
assets of £31,000) of £857,000. Net assets at the 31 July 2003 were £417,000.
Cash at the same date amounted to £560,000; and there has been a £400,000
pre-completion dividend.
The Future
Fenman will, together with Lonsdale, form Huveaux's Education & Training
Division. The directors of Huveaux believe, that with the Company's resources,
Fenman will be strongly positioned to continue to participate in growth
opportunities and to develop and widen its range of publications. Huveaux is
confident that, in 2003, Fenman (like Le Trombinoscope) will enhance its
earnings per share.
Management
Sarah Perito is the Managing Director of Fenman. Her career postings have
included BBC York, Wyvern Publishing and Reed Elsevier, in the last-mentioned as
a divisional marketing head. Sarah Perito will continue in the role of Managing
Director of Fenman after the proposed acquisition by Huveaux. Upon completion of
the transaction, Michael Herbert, the proprietor and co-founder of Fenman, will
resign as a director.
Placing of New Ordinary Shares
To provide the cash to purchase Fenman and provide a prudent level of resources
for the Company, Brewin Dolphin Securities is placing 20,512,821 new Ordinary
Shares of Huveaux at a price of 39p per share. The Acquisition is conditional
on, inter alia, the passing of resolutions one to three at the EGM and to
Admission of the Placing Shares to AIM.
The Placing Shares will represent approximately 28.70 per cent of the issued
share capital of the Company immediately following completion of the Acquisition
and Placing. Following the Placing, 71,464,730 Ordinary Shares will be in issue.
The market capitalisation of Huveaux, following completion of the Placing, at
the Placing Price is £27.9 million. The approximate net proceeds of the Placing
receivable by Huveaux will amount to £7.5 million.
Application is being made for the Placing Shares to be admitted to AIM. It is
expected that dealings in the Placing Shares will commence on 21 October 2003.
Extraordinary General Meeting
An Extraordinary General Meeting ('the EGM') of the Company is to be held on 20
October 2003 to increase the authorised share capital of the Company to take
account of the Placing, to authorise the Directors to issue the new Ordinary
Shares in connection with the Placing and to provide various ancillary
authorities.
A circular containing (i) details of the Acquisition and the Placing, (ii)
information relating to Fenman and to Huveaux generally and (iii) the notice
calling the EGM, will be despatched to shareholders tomorrow. Copies of the
circular and of the latest admission document of Huveaux, dated 3 March 2003,
are available to members of the public at the offices of Brewin Dolphin
Securities Limited, 5 Giltspur Street, London EC1A 9BD for a period of one month
from the date of this announcement.
END
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