Acquisition
Huveaux PLC
04 September 2006
4 September 2006
HUVEAUX PLC
Acquisition of Letts and Leckie & Leckie for £12.4 million
and £5.5 million Placing
The Board of Huveaux PLC ('Huveaux') today announces that it has acquired the
entire issued share capital of Letts Educational Limited ('Letts') and Leckie &
Leckie Limited ('Leckie'), the leading providers of study aids and revision
guides in England and Scotland respectively. The businesses, which currently
form part of Granada Learning, are being acquired from Veronis Suhler Stevenson
for a total cash consideration of £12.4 million.
Letts and Leckie are highly complementary to Huveaux's successful Lonsdale
revision guide business and the acquisition therefore significantly strengthens
Huveaux's existing position in the growing revision guide market. Letts and
Leckie are leading retail brands across the entire curriculum from pre-school to
A-level and Scottish equivalent. Lonsdale operates predominantly in secondary
schools, mainly at Key Stages 3 and 4. Huveaux will now have a comprehensive
portfolio of study guide titles and will operate in Scotland for the first time.
Letts and Leckie will combine with Lonsdale to create a market-leading revision
guide business with an unrivalled product portfolio. This will comprise over 800
established and new titles, in both print and online format, reflecting
up-to-date curriculum changes and new Government initiatives.
The combination of Letts and Leckie with Lonsdale will benefit Huveaux by:
• creating a revision guides business with a range of strong brands and an
enhanced product portfolio;
• providing an opportunity to further exploit the growing acceptance by
schools and colleges of revision and learning guides as valuable sources of
course and classroom information;
• delivering revenue synergies through opportunities to cross-sell
Lonsdale titles into retail outlets and Letts titles into schools;
• bringing access to wider educational markets in England and Scotland,
particularly at higher and primary levels, as well as internationally, where
the Letts brand is well established;
• offering economies of scale through infrastructure, printing and
administrative cost saving opportunities, as well as shared resource and
content; and
• enabling Huveaux to further its digital strategy of exploiting owned IP
through 'in-house' developments by Epic.
The Letts, Leckie and Lonsdale businesses will operate within the Learning
Division and will come under the direct control of Huveaux's Chief Executive
Officer, Gerry Murray, during the integration period. A new management board,
made up from existing Lonsdale, Letts and Leckie senior staff, will have
day-to-day operational responsibility.
The consolidated revenues of Letts and Leckie for the financial year ended 31
December 2005 were £10.0 million and the underlying consolidated operating
profit was £1.5 million. The net assets of the combined businesses were £5.2
million as at 31 December 2005.
Trading at Huveaux has continued in line with expectations since the publication
of its interim results statement on 25 July 2006 and the Board remains confident
in the prospects for the current financial year. The Board expects the
acquisition of Letts and Leckie to enhance Huveaux's earnings in the first full
year of ownership.
John van Kuffeler, Executive Chairman of Huveaux, commented:
'The acquisition of Letts and Leckie & Leckie complements our existing Lonsdale
business and significantly extends our position in the rapidly growing revision
guide market. This is an excellent opportunity for Huveaux to become a
market-leading player in an attractive and growing sector.'
Financing
The total consideration of £12.4 million is to be settled by means of a £12.2
million cash payment and the satisfaction of £0.2 million debt on completion.
The cash consideration is subject to a £0.4 million escrow retention against the
achievement of certain operational and financial performance targets of Letts
relating to the financial year ending 31 December 2006.
Together with transaction fees and restructuring costs, the consideration will
be financed through an £8.0 million six-year Term Loan from the Bank of Scotland
and a £5.5 million Placing with institutional investors ('the Placing').
The £5.5 million Placing is being made with institutional investors by Dresdner
Kleinwort Securities Limited ('Dresdner Kleinwort') and Bell Lawrie (a division
of Brewin Dolphin Securities Limited) ('Bell Lawrie') of 11,827,957 new ordinary
shares in Huveaux (the 'New Ordinary Shares') at a price of 46.5 pence per
share, using the existing shareholder authority available to Huveaux under
Section 89 of the Companies Act 1985. The New Ordinary Shares to be issued
represent approximately 8% of Huveaux's existing issued share capital.
The New Ordinary Shares will be issued fully paid and will rank pari passu in
all respects with the existing ordinary shares already in issue.
Application has been made for the New Ordinary Shares to be admitted to trading
on the AIM market of the London Stock Exchange plc ('Admission'). Admission of
the New Ordinary Shares is expected to take place on 7 September 2006.
The Placing of New Ordinary Shares is conditional, inter alia, upon (a) the
placing agreement entered into between Dresdner Kleinwort, Bell Lawrie and
Huveaux having become unconditional in all respects and not having been
terminated in accordance with its terms prior to Admission, and (b) Admission of
the New Ordinary Shares becoming effective by 7 September 2006, or such later
date as may be agreed.
For further information, please contact:
Huveaux 020 7245 0270
John van Kuffeler, Executive Chairman
Gerry Murray, Chief Executive Officer
Dan O'Brien, Group Finance Director
Dresdner Kleinwort 020 7623 8000
Charles Batten
Joe Thompson
Bell Lawrie 0141 314 8108
Iain Macarthur
Finsbury 020 7251 3801
James Leviton
This announcement has been prepared solely to provide information about the
Placing and it does not constitute, or form part of, any offer or invitation to
purchase, underwrite or otherwise acquire New Ordinary Shares being offered, or
the solicitation of any such offer. Without limiting the foregoing statement,
this announcement does not constitute an offer of securities for sale in the
United States nor the solicitation of an offer to buy any such securities, nor
may securities be offered or sold in the United States absent registration or
an exemption from registration as provided in the United States Securities Act
of 1933, as amended (the 'Securities Act'), and the rules and regulations
thereunder. Huveaux does not intend to register the New Ordinary Shares under
the Securities Act.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, Canada, Australia, Japan or any
other jurisdiction in which such offer or solicitation is or may be unlawful.
This announcement and the information contained herein are not for publication
or distribution, directly or indirectly, to persons in Canada, Australia or
Japan unless permitted pursuant to an exemption under the relevant local law or
in any jurisdiction in which such publication or distribution is unlawful.
Dresdner Kleinwort Wasserstein Limited and Dresdner Bank AG, London Branch,
which are authorised and regulated by the Financial Services Authority, are
acting for Huveaux and for no one else in connection with the Placing and will
not be responsible to anyone other than Huveaux for providing the protections
afforded to the customers of Dresdner Kleinwort Wasserstein Limited and Dresdner
Bank AG, London Branch or for affording advice in relation to the Placing, or
any other matters referred to herein.
This statement should not be interpreted to mean that future earnings per share
of Huveaux will necessarily be greater than those of previous periods.
No representation or warranty, express or implied, is made by Dresdner Kleinwort
as to any of the contents of this announcement for which the directors of
Huveaux are solely responsible. This announcement contains certain
forward-looking statements. Such forward-looking statements are based on current
plans, information and intentions and certain external factors which may be
beyond the control of Huveaux, and therefore, undue reliance should not be
placed on them. Such forward-looking statements involve unknown risks,
uncertainties and other factors which may cause the actual results, financial
condition, performance or achievements of Huveaux, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Forward-looking
statements speak only as to the date on which they are made and Huveaux
undertakes no obligation to update publicly any such forward-looking statements
in this announcement to reflect future events or developments.
Note to Editors:
• Huveaux
Huveaux was formed in 2001 with the objective of building a substantial,
high-quality publishing and media group. It is now twenty fold the size when it
first listed on AIM.
The Group consists of three Divisions each of which has strong brands and
market-leading positions:
Political Division comprises Dod's Parliamentary Companion, The House Magazine,
Epolitix.com, Political Wizard and numerous other magazine titles and
revenue-generating websites. It is the market leader in Political
business-to-business publishing in the UK and the EU.
Learning Division comprises Epic, the UK market leader in e-learning; The
Training Journal magazine and seminar business; Lonsdale Revision Guides for
schools and the highly acclaimed Westminster Explained conferences and seminars.
Healthcare Division based in France, comprises Panorama du Medecin, a leading
weekly magazine for French doctors; Le Concours Medical and La Revue du
Praticien, both market-leading Continuing Medical Education magazines; Egora.fr,
the leading medical information website; and a number of other magazines and a
medical conference business.
Huveaux has now completed ten successful acquisitions over the past four years
and employs more than 450 staff in London, Paris, Brussels and four UK regional
offices.
Further information about Huveaux can be found at www.huveauxplc.com
The name Huveaux is a trademark of Huveaux PLC. All other trademarks mentioned
herein are the property of Huveaux's respective subsidiary companies. All rights
reserved.
• Letts
Letts Educational Ltd (www.letts-successzone.com) is the leading consumer
publisher of revision guides and study workbooks aimed at national curriculum
tests and public examinations (GCSE, AS and A2) in England and Wales. Top
selling and key series titles include: National Test Practice Papers, The
Magical Mysteries Series and Success Guides
• Leckie & Leckie
Leckie & Leckie (www.leckieandleckie.co.uk) is the market-leading publisher of
revision and course notes for Scottish Standard Grade, Intermediate and Higher
exams. Leckie & Leckie is the exclusive publisher of the Scottish Qualifications
Authority's Official Past Papers. Top selling and key series titles include
Revision Notes, Revision Mind Maps and Success Guides.
This information is provided by RNS
The company news service from the London Stock Exchange