Acquisition
Vislink PLC
14 January 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
14 January 2005
Vislink plc
Proposed Acquisition of Link Research Limited
Proposed Placing and Open Offer of 20,414,569 New Ordinary Shares at 22.75 pence
per share on the basis of 1 Open Offer Share for every 5 Existing Ordinary
Shares to raise £4.6 million before expenses
Vislink plc ('Vislink' or 'the Company'), one of the leading suppliers of
microwave radio and satellite transmission products for the broadcast and
security markets and of CCTV systems for the marine security market, today
announces that it is proposing to acquire Link Research Limited ('Link'), a
leading provider of digital wireless camera systems for broadcast and broadcast
sports markets, for a maximum potential consideration of £10.75 million.
Vislink also announces today that is raising £4.6 million (before expenses) by
way of a Placing and Open Offer, underwritten by Investec, which is acting as
financial adviser and broker to the transaction.
The Acquisition of Link and the Placing and Open Offer are both subject to
shareholder approval.
Highlights
• Vislink will acquire the intellectual property rights for the
application of the technologies that are used extensively throughout
Vislink's new generation microwave radio links and satellite communications
products
• Vislink Group will therefore retain the royalties it currently pays on
its product purchases from Link, on which Link enjoys a high margin
• The Acquisition enhances Vislink's broadcast product portfolio through
Link's current standard definition and planned high definition wireless
camera systems
• The combination of Vislink's and Link's development programmes is expected
to generate new market opportunities in the broadcast and non-broadcast
markets
• Mr Len Mann continues as Link's Managing Director and will expand his
role, becoming chief technical officer of the Vislink broadcast businesses
• Vislink will pay a maximum potential consideration of £10.75 million
comprising initial consideration of £5.0 million, payable on completion as
to £3.0 million in New Ordinary Shares and £2.0 million in cash and Loan
Notes, and further performance related deferred consideration of up to
£5.75 million payable in Loan Notes and shares.
• The Company is raising £4.6 million (before expenses) through an
underwritten Placing and Open Offer to fund the initial consideration
payable under the Acquisition, the costs of the Acquisition and the Placing
and Open Offer, and to provide additional funds for the on-going product
development programme and working capital of the Enlarged Group.
- Open Offer of 20,414,569 Open Offer Shares at an Issue Price of 22.75
pence per share on the basis of 1 Open Offer Share for every 5 Existing
Ordinary Shares
- Gross proceeds of £4.6 million (£3.9 million after the expenses of the
Acquisition and the Placing and Open Offer)
- 7.1 per cent. discount to the closing mid price of 24.5 pence on 13
January 2005
Ian Scott-Gall, Chief Executive, commented:
'The Acquisition of Link will yield benefits to Vislink of improved margins due
to the retention of royalties previously paid on OEM products supplied to
Vislink, the growing demand for Link's wireless camera systems and also the
strong trading performance of Link since the end of its last financial year. In
addition the integration of Link's wireless camera systems within Vislink's
product offering and the development and introduction of high definition
wireless camera systems are expected to provide Link with opportunities for
further growth'
This summary should be read in conjunction with the full text of the
announcement included below.
For further information, please contact
Vislink plc
Ian Scott-Gall, Chief Executive 01488 685500
James Trumper, Finance Director 01488 685500
Investec Investment Banking
Patrick Robb / Michael Ansell 020 7597 5970
The making of the Open Offer to persons not resident in the United Kingdom or
Ireland or who are citizens of countries other than the United Kingdom or
Ireland may be affected by the laws or regulatory requirements of such relevant
jurisdiction. This announcement does not constitute an invitation or offer to
persons in territories other than the United Kingdom or Ireland unless in the
relevant territory such an invitation or offer could lawfully be made to such
persons without compliance with any registration or other legal or regulatory
requirements other than any which may have been fulfilled.
Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
authorised and regulated by the Financial Services Authority and is a member of
the London Stock Exchange, is acting exclusively for Vislink in connection with
the Proposals and is not acting for any person other than Vislink and will not
be responsible to any person other than Vislink for providing the protections
afforded to its customers or for providing advice on the transactions and
arrangements proposed in this announcement.
Davy, which is regulated in Ireland by the Irish Financial Services Regulatory
Authority is acting exclusively for Vislink in connection with the Proposals and
is not acting for any person other than Vislink and will not be responsible to
any person other than Vislink for providing the protections afforded to its
customers or for providing advice on the transactions and arrangements proposed
in this announcement.
Introduction
The Board is pleased to announce that it has entered into a conditional
agreement to acquire Link Research Limited for maximum potential consideration
of £10.75 million, comprising an initial consideration of £5.0 million, to be
satisfied on Completion by the payment of £2.0 million in cash and Loan Notes
and the issue of £3.0 million in New Ordinary Shares, and further deferred
consideration of up to £5.75 million payable in Loan Notes and shares.
The Board also announces that the Company proposes to raise approximately £4.6
million gross by way of a Placing and Open Offer of 20,414,569 Open Offer Shares
at 22.75 pence per share, which has been fully underwritten by Investec Bank
(UK) Limited ('Investec'). The proceeds of the Placing and Open Offer of
approximately £4.6 million will be used principally to finance the initial cash
consideration payable under the Acquisition Agreement, the costs of the
Acquisition and the Placing and Open Offer, and to provide additional funds for
the on-going product development programme and working capital of the Enlarged
Group.
Prospectus and Extraordinary General Meeting
Both the Acquisition of Link and the Placing and Open Offer are subject to
shareholder approval. A circular, which comprises a prospectus ('Prospectus),
setting out further details of on Link, the Acquisition and the Placing and Open
Offer and including a notice convening an Extraordinary General Meeting is
expected to be dispatched to shareholders later today. The EGM will take place
at 11.00 a.m on 9 February 2004 at Vislink plc, Marlborough House, Charnham
Lane, Hungerford, Berks, RG17 0EY.
Information on Link
Link is a private company which designs, assembles and markets both its own
wireless camera systems and provides OEM products for Vislink and other
companies to integrate into their own systems for the broadcast market. Since
2001 Link has experienced significant growth and in 2003 it acquired the rights
to the application of the intellectual property rights for the compression and
modulation technology which is used in its own products and the digital
microwave radio and satellite products manufactured by Vislink, in particular.
In the year ended 31 March 2004, sales to the Vislink Group accounted for
approximately 21 per cent of Link's sales.
Features of Link's wireless camera system products include: lightweight
transmitters; a low signal delay compared with competing products which allows
live interviews without sound/vision delay problems; good compatibility with
wired cameras; the option of reverse video feedback to the camera operator; and
wireless camera controls. Link has just released a lower cost wireless camera
system for less demanding broadcast applications. In addition, Link offers a
diversity receiver package. Diversity is a system whereby multiple signals can
be received by two or more separate antennas with the system automatically and
dynamically choosing the strongest signal thereby providing an almost continuous
radio signal whilst the camera or transmitter is being moved to follow the
action being filmed.
Link markets its products to television broadcasters through its distribution
network and has now developed market presence in Europe, Australasia, Africa and
the USA.
The table below summarises the financial results of Link and its subsidiaries
for the year ended 31 March 2004.
31 March 2004
£'000
Turnover 4,767
Operating profit 645
Pre tax profits 593
Net assets 997
The operating profit for the year ended 31 March 2004 is stated after the
amortisation of goodwill amounting to £184,588 and, also, the total remuneration
of the three directors of Link, including salaries, bonuses, benefits in kind
and pension contributions in the year ended 31 March 2004 of £565,610. Further
financial information on Link will be set out in the Prospectus.
Under the proposed service contracts which will apply to these individuals
following the Acquisition, the maximum total annual remuneration of these
individuals will be £355,860.
Reasons for the Acquisition
Through the Acquisition, Vislink will acquire intellectual property rights for
the application of the technologies that are used extensively through its new
generation microwave radio links and satellite communications products.
Following the Acquisition, the royalties currently paid to Link with each
purchase by their broadcast businesses of OEM products from Link will be
retained within the Enlarged Group. Link enjoys a high margin on these sales
because the OEM purchase price includes a substantial royalty in addition to
normal production costs.
The Acquisition would allow Vislink to standardise on Link's current standard
definition and planned High Definition (HD) wireless camera systems within its
product range. This would bring a high profile application into its broadcast
products portfolio.
Vislink will also benefit from the inclusion of Link's development programme
within its own overall development programmes. The Directors believe that
significant market opportunities could arise from the combination of the radio
frequency capability of MRC, the satellite uplink expertise of Vislink
Communications together with Link's compression and modulation and High
Definition television skills, thereby increasing both the broadcast and
non-broadcast market opportunities for the Enlarged Group. To strengthen the
development programmes it is anticipated that Link's managing director, Leonard
Mann, will both retain his role as Link's managing director and take on the role
of chief technology officer of the Vislink Group's broadcast businesses.
Terms of the Acquisition
The Company has conditionally agreed to acquire from the Vendors the whole of
the issued share capital of Link for an initial consideration of £5.0 million,
to be satisfied on Completion by the payment of £2.0 million in cash and Loan
Notes and by the issue of 13,186,813 Initial Consideration Shares (the Initial
Consideration Shares being valued at £3.0 million on the basis of the average of
the closing middle market quotation of an Ordinary Share over the five business
days up to and including 12 January 2005 of 22.75p). The maximum aggregate
consideration payable to the Vendors pursuant to the Acquisition Agreement is
£10.75 million.
The Initial Consideration Shares will be issued credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares including the
right to receive all dividends hereafter declared, made or paid, save for any
dividend declared in respect of the financial year ended 31 December 2004 and
expected to be payable in July 2005.
The Vendors shall be entitled to additional deferred consideration calculated as
a sum equal to 70 per cent. of (i) sales of products by Link or its subsidiary
to the Vislink Group to include in its products or systems for sale to third
parties (but excluding the sale of wireless camera systems by Link to any member
of the Vislink Group) and (ii) the product price of any products manufactured by
the Group which are subject to a royalty payment to Link, achieved in the
relevant period up to a maximum amount of:
• £1,500,000 in respect of the period from the day following Completion
to 31 December 2005;
• £1,750,000 in respect of the period from 1 January 2006 to 31 December
2006 (both dates inclusive); and
• £2,500,000 in respect of the period from 1 January 2007 to 31 December
2007 (both dates inclusive).
The deferred consideration is payable in either (i) in Loan Notes, or (ii) at
Vislink's option, up to the lower of half of such deferred consideration or £2.0
million in New Ordinary Shares and the remainder in Loan Notes. The number of
Further Consideration Shares to be issued (if any) shall be calculated on the
basis of a price per share equal to the average of the closing middle market
quotations of an Ordinary Share on each of the last five dealing days
immediately preceding the date of allotment derived from the London Stock
Exchange Daily Official List.
The Acquisition Agreement is conditional, inter alia, upon shareholder approval
and admission of the Open Offer Shares and the Initial Consideration Shares to
the Official Lists and to the London Stock Exchange and the Irish Stock Exchange
for the admission to trading of the Open Offer Shares to their respective
markets for listed securities ('Admission') becoming effective by not later than
11 February 2005 (or such later date, not later than 25 February 2005, as the
Company and Investec may agree).
Details of the Placing and Open Offer
The Company proposes to issue 20,414,569 Open Offer Shares by way of a Placing
and Open Offer to raise £4.6 million before expenses. Investec has agreed
conditionally to place 19,496,569 Open Offer Shares with institutional
investors. These Open Offer Shares have been conditionally placed subject to
recall to satisfy valid applications by Qualifying Shareholders under the Open
Offer. In addition, Investec has received irrevocable undertakings from
Directors of the Company to subscribe for 918,000 Open Offer Shares under the
Open Offer. Further details of these undertakings are set out below. The Placing
and Open Offer has been underwritten in full by Investec.
In order to provide Qualifying Shareholders with the opportunity to acquire Open
Offer Shares at the Issue Price, the Directors have arranged for Investec to
invite applications from Qualifying Shareholders for Open Offer Shares at the
Issue Price. Qualifying Shareholders have a guaranteed minimum entitlement on
the following basis:
1 Open Offer Share for every 5 Existing Ordinary Shares
registered in their name at the close of business on the Record Date and so on
in proportion for any greater number of Existing Ordinary Shares so requested.
Entitlements to apply for Offer Shares will be rounded down to the nearest whole
number. Fractions of Open Offer Shares will be disregarded in the calculation of
the Qualifying Shareholder's pro rata entitlement.
An excess application facility has been put in place. Qualifying Shareholders
are able to apply for any whole number of Open Offer Shares in excess of, equal
to or less than their pro rata entitlement. Excess applications will only be
satisfied to the extent that corresponding applications by other Qualifying
Shareholders are not made or are made for less than their pro rata entitlements.
The basic entitlement of a Qualifying Shareholder is indicated on the
Application Form. Application Forms are personal to Shareholders and may not be
transferred except to satisfy bone fide market claims.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions hereafter declared.
The Placing and Open Offer are conditional, inter alia, on shareholder approval
and on Admission becoming effective by not later than 8.00 a.m. on 11 February
2005 (or such later date, not later than 8.00 a.m. on 25 February 2005, as the
Company and Investec may agree).
New Ordinary Shares
Application has been made to the UK Listing Authority and to the Irish Stock
Exchange for the New Ordinary Shares to be admitted respectively to the Official
Lists and to the London Stock Exchange and the Irish Stock Exchange for the
admission to trading of the Open Offer Shares to their respective markets for
listed securities. Subject to the Open Offer becoming unconditional in all
respects, it is expected that Admission will become effective and that dealings
in the Open Offer Shares, fully paid, will commence on 11 February 2005.
Intentions of Directors
ALR Morton, IH Scott-Gall, JR Trumper and THS Trotter have each undertaken to
take up their entitlements under the Open Offer, amounting to a total of 898,000
Open Offer Shares, in full. A Finizio has undertaken to apply for Open Offer
Shares representing his entitlement under the Open Offer 10,000 Open Offer
Shares plus an additional 10,000 Open Offer Shares under the excess application
facility.
Use of proceeds
The proceeds of the Placing and Open Offer will be used to finance the £2.0
million initial cash consideration payable under the Acquisition Agreement, the
costs of £0.75 million relating to the Placing and Open Offer and the
Acquisition, and £1.9 million to provide additional funds for the on-going
product development programme and working capital of the Enlarged Group.
Current trading and prospects
Vislink
The Board considers the interim announcement for the six months ended 30 June
2004, released on 1 September 2004 reflects their current view of MRC and
Hernis, that is they will both perform to their expected levels in the full
year, and the trading update announced on the 4 November 2004 continues to
reflect the position of the UK business.
Link
Link is experiencing growing demand for its products across its geographic
markets and has traded strongly since the end of its last financial year. In
particular, demand has been strong for wireless camera systems in the US and for
integrated wireless camera systems in Australia. New products including the
introduction of HD wireless camera systems into the market are expected to
provide Link with opportunities for further growth.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 12 January 2005
Latest time and date for splitting Application forms (to satisfy bona fide 3.00 p.m. on 4 February 2005
market claims only)
Latest time and date for receipt of completed Application Forms and payment in 3.00 p.m. on 8 February 2005
full under the Open Offer
Latest time and date for receipt of Forms of Proxy for use at the 11 a.m. on 7 February 2005
Extraordinary General Meeting
Extraordinary General Meeting 11 a.m. on 9 February 2005
Admission and dealings commence on AIM 8.00 a.m. on 11 February 2005
Delivery in CREST of New Ordinary Shares to be held in uncertificated form 8.00 a.m. on 11 February 2005
Definitive share certificates in respect of the New Ordinary Shares despatched 15 February 2005
not later than
DEFINITIONS
'Acquisition' the proposed acquisition of Link
'Acquisition Agreement' the conditional agreement dated 14 January 2005,
made between the Vendors and the Company providing
for the Acquisition
'Application Form' the white application form for use by Qualifying
non-CREST Shareholders in connection with the
Open Offer
'Completion' completion of the Acquisition
'Consideration Shares' the Initial Consideration Shares and
the Further Consideration Shares
'CREST' the system for the paperless settlement of trades
and the holding of uncertificated securities
operated electronically by CRESTCo in accordance
with the Regulations
'CRESTCo' CRESTCo Limited
'Davy' J&E Davy, trading as Davy
'Directors' or 'Board' means the directors of Vislink
'Disclosure Date' close of business on 13 January 2005, the last
dealing day and latest practicable date prior to
the publication of this announcement
'EGM' or 'Extraordinary the extraordinary general meeting of Vislink
General Meeting' convened for 11.00 a.m. on 9 February 2005
'Enlarged Group' the Group as enlarged by the acquisition of
Link
'EU' the European Union
'Existing Ordinary Shares' the 102,072,848 Ordinary Shares in issue at the
date of this announcement
'Form of Proxy' the form of proxy for use by Qualifying
Shareholders at the EGM
'Further Consideration
Shares' the new Ordinary Shares which may be issued to the
Vendors as part of the additional consideration
(if any) for the Acquisition pursuant to the
Acquisition Agreement
'Group' or 'Vislink Group' the Company and its subsidiary undertakings as at
the date of this announcement or any of them as
the context requires
'HD' high definition
'Hernis' Hernis Scan Systems A/S, a company
incorporated in Norway with registered number
953054086, which company operates the Group's
specialist CCTV system business
'Initial Consideration
Shares' the 13,186,813 New Ordinary Shares to be issued to
the Vendors as part of the initial consideration
for the Acquisition
'Investec' Investec Bank (UK) Limited
'Investec Investment
Banking' the investment banking division of Investec
'Ireland' the Republic of Ireland and Irish
shall be construed accordingly
'Irish Stock Exchange' The Irish Stock Exchange Limited
'Issue' the Placing and Open Offer
'Issue Price' 22.75p per share
'Loan Notes' the Series A Loan Notes and/or the Series
B Loan Notes
'London Stock Exchange' London Stock Exchange plc
'MRC' Microwave Radio Communications, the
Group's US broadcast business
'New Ordinary Shares' the Open Offer Shares and/or the
Initial Consideration Shares
'OEM' original equipment manufacturer
'Open Offer' the open offer by Investec on behalf of Vislink
to Qualifying Shareholders to subscribe for the
Open Offer Shares at the Issue Price
'Open Offer Shares' the 20,414,569 new Ordinary Shares which are to
be made available to Qualifying Shareholders
pursuant to the Open Offer
'Ordinary Shares' or Vislink ordinary shares of 2.5p
'Shares' each in the capital of Vislink
'Placing' the underwritten conditional Placing at the Issue
Price of 19,496,569 Open Offer Shares (subject to
recall by Qualifying Shareholders to satisfy valid
applications under the Open Offer) by Investec
pursuant to the Underwriting Agreement
'Proposals' the Acquisition and the Placing and Open Offer
'Qualifying Shareholders' Shareholders on the register of members of the
Company on the Record Date other than certain
Overseas Shareholders
'Shareholders' holders of Existing Ordinary Shares
'UK' the United Kingdom of Great Britain and Northern
Ireland
'UK Listing Authority' the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services and
Markets Act 2000 as amended from time to time
'United States', 'USA'
or 'US' the United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia
'Vendors' Leonard Graham Mann, David Mann, Charles Alred
Baudouin, Michael Richard Joseph Budge, Roger
Vaughan Davies, Michael John Melrose, John Greville
Simmons, Francis Drudy, David Remnant, Barry Smith
and Julie Vincent
Ends
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