Acquisition

Premier Management Holdings PLC
5 April 2002

Premier Management Holdings PLC ('Premier')

Acquisition of Sports Player Management Limited ('SPM')


  • SPM is a leading football management agency that represents 99 players, of
    whom 23 are with Premiership clubs.

  • The maximum total consideration for the Acquisition is £3.4 million. £1.3
    million is to be satisfied by the issue of 4,433,333 Ordinary Shares at 30p
    per share together with £750,000 in cash on Completion and a further
    £250,000 in cash over the next two years. Further payments of up to £1.1
    million will become payable if specified future profit levels are achieved.

  • SPM results for the year ended 28 February 2002 showed turnover of
    £994,000 with pre-tax profit of £716,000.

  • Premier's results for the nine months ended 31 January 2002 showed
    turnover of £1.37 million, operating profit of £419,000 and pre-tax profit
    of £236,000.

  • On a proforma basis, earnings per share for the Enlarged Group after
    excluding amortisation of goodwill, is 2.95p compared with the corresponding
    figure for Premier alone of 0.99p.

Barry Gold, Joint Managing Director of Premier, commented:

'We are very excited by the acquisition of SPM. Today Premier moves up into the
top division. We have worked hard to put the infrastructure in place to support
our ambition to become a comprehensive, integrated sports management agency and
with this acquisition Premier is confident that it has found a business that has
greatly enhanced the Group's scale and broadened the range of players
represented. We are very confident of the future.'

Introduction

I am pleased to announce that Premier has today agreed conditionally to acquire
the entire issued share capital of SPM. SPM is a leading football management
agency that represents 99 players, of whom 23 are with Premiership clubs.

The maximum total consideration for the Acquisition is £3.4 million, which is to
be satisfied by the issue of 4,333,333 Ordinary Shares at an issue price of 30p
per share and £1.0 million in cash (payable as to £750,000 on Completion,
£150,000 six months after Completion and two further payments each of £50,000 on
the first and second anniversary of Completion). Further payments of up to £0.5
million in cash and £0.6 million in Ordinary Shares will become payable if
specified future profit levels are achieved. Further details of the Acquisition
Agreement are set out in Part 2 of the Admission Document.

In view of the size of the Acquisition in relation to Premier it requires the
approval of Shareholders and an Extraordinary General Meeting of the Company is
being convened for this purpose on 29 April 2002. Shareholders will also be
asked, amongst other things, to grant the appropriate authority required to
permit the Company to issue the Consideration Shares. If these resolutions are
approved by Shareholders it is expected that completion of the Acquisition,
admission of the Initial Consideration Shares and readmission of the Existing
Ordinary Shares will take place on 30 April 2002.

In addition a limited authority will be sought to disapply Shareholder's
pre-emption rights to subscribe for new shares for cash. The Board continues to
review a number of potential acquisition and development opportunities. The
Directors believe that it is essential to be able to move rapidly to secure the
best possible terms for the Company. The Directors are also mindful of the need
to minimise costs in growing the Group. Accordingly, the authority being sought
will be used to facilitate acquisitions or raise further capital from the market
and broaden the Company's shareholder base where market conditions are
favourable without having to incur the expense of producing circulars or
convening extraordinary general meetings of Shareholders. This authority will
expire at the next annual general meeting of the Company and will be limited to
10 million Ordinary Shares representing approximately 41 per cent of the
Ordinary Share capital following completion of the Acquisition, which will be
allotted at no more than a 10 per cent discount to the market price of the
shares.

For further information:

Premier Management Holdings PLC

Stuart Lucas 020 7456 0490



Brewin Dolphin Securities Limited

Richard Evans 0161 214 5553

Sarah Kent 0161 214 5554



Background to and reasons for the Acquisition

Premier, the first exclusively football agency to be quoted on AIM, has been
carefully constructing an infrastructure designed to support its ambitions to
become a fully comprehensive, integrated sports management agency.

In pursuit of this strategy, the Company has expanded its own business since
joining AIM by broadening the range of services it provides to the personalities
it manages and the clubs it represents. A diverse, multi-skilled team has been
created which can either provide or source the broad range of services required
by its clients. At the same time, the Company's international operations have
been significantly expanded, primarily by the establishment of offices abroad
and recruiting locally. Small businesses have been acquired where they are
incremental to the Group's strategy and the Head Office at 50 Liverpool Street
has been equipped to a high standard with modern office and communications
facilities to match the high calibre staff and with capacity for further growth.

Within this expansion strategy, the Company's core business has been carefully
nurtured. As a result it has grown steadily in both the number of players and
clubs represented and in terms of turnover and profitability. Premier is
confident that in SPM it has found a business that will make a step-change in
the Group's scale, broaden the range of players represented and enhance future
prospects.

The Acquisition will substantially enhance Premier's earnings. Set out in Part 5
of the Admission Document is proforma financial information of the Enlarged
Group. The proforma financial information is for illustrative purposes only and
because of its nature may not give a true reflection of the Enlarged Group's
financial position or results. On a proforma basis earnings per share for the
Enlarged Group after excluding amortisation of goodwill is 2.95p compared with
the corresponding figure for Premier alone of 0.99p.



Information on SPM

History

Mark Curtis, the principal shareholder in SPM, negotiated his first player
transfer in 1993 and continued to manage players on a part-time basis for the
next six years. By the 1996/7 season he was representing 15 players and decided
to concentrate full-time on his football agency. SPM was incorporated in
February 1999 and commenced trading shortly afterwards. Mark Curtis is a FIFA
licensed players' agent.

Activities

SPM's principal activity is the management of football players. It also provides
consultancy services for football clubs and their managers. 99 players are
represented of whom 23 are registered with Premier League clubs.

Financial record

A summary of the aggregated trading results of SPM for the three financial years
ended 28 February 2002, as extracted from the Accountants' Report in Part 4 of
the Admission Document, is set out below:
                                                                  Year ended 29    Year ended 28     Year ended 28
                                                                  February 2000    February 2001     February 2002
                                                                              £                £                 £
Turnover                                                                    124              420               994
Operating profit                                                             34              250               712
Interest receivable and similar income                                        -                1                 4
Profit on ordinary activities before taxation                                34              251               716
Taxation                                                                    (7)             (52)             (196)
Profit on ordinary activities after taxation                                 27              199               520
Dividends                                                                  (50)             (66)             (102)
Retained (loss)/profit for the financial period                            (23)              133               418
Net (liabilities)/assets                                                   (23)              110               538



Due to the unavailability of certain accounting records in support of recorded
expenditure for a limited period in the year ended 28 February 2000, the audit
report was qualified in respect of that period.



Principal terms of the Acquisition

The consideration for the Acquisition is as follows:


 1. on Completion, £750,000 in cash, a further £250,000 deferred consideration in
    cash and 4,333,333 Ordinary Shares at an issue price of 30p per share;

 2. if the pre-tax profits of SPM for the year ending 30 April 2003 are at least
    £800,000, an additional £250,000 in cash and such number of Ordinary Shares
    as shall have a market value of £300,000; and


3.  if the pre-tax profits of SPM for the year ending 30 April 2004
    are at least £900,000, an additional £250,000 in cash and such number of
    Ordinary Shares as shall have a market value of £300,000

The Vendors have undertaken to retain the Initial Consideration Shares and any
Deferred Consideration Shares until 30 April 2004. The Vendors have also
undertaken not to dispose of more than 50% of the Initial Consideration Shares
and any Deferred Consideration Shares in each of the 12 month periods ending 30
April 2005 and 30 April 2006 and in each case only after giving prior written
notice to Brewin Dolphin, (subject to certain exceptions as set out in Part 2 of
the Admission Document).

Strategy of the Enlarged Group

The Enlarged Group will have one of the largest portfolios of professional
football players amongst player representation agencies in the UK. It will
represent 300 players from all five continents; 86 (29 per cent) of which have
represented their country at levels from youth to full international. Of this
player portfolio, 79 (26 per cent) are playing in the FA Premier League or
overseas equivalent leagues, 101 (34 per cent) are at clubs in the Nationwide
League Division 1 and 120 (40 per cent) play in other divisions and leagues. The
Directors view the prospects for player representation with optimism as it has
been the strategy of the Board to enhance the long-term prospects of the Group
by focusing on signing young talented players who will hopefully have successful
careers. 97 (32 per cent) of the players represented are under 21 and 122 (41
per cent) are aged between 21 and 25.

The Group's infrastructure has been designed to accommodate further acquisitions
and to give players the confidence to recommend Premier to their colleagues. In
pursuit of this strategy the Group is seeking further acquisitions similar to
those of the agency business of Mickey Walsh and Andrew Mills as well as of
larger companies, such as SPM.

The Board will also consider acquisitions in related fields such as player
representation in other sports, events management and media rights. At the same
time there is substantial organic growth in the current management portfolio
which is being added to at the rate of approximately ten players per month.

In addition to player representation, the Group will also consider further
investments in the future transfer value of footballers. Ideally such
investments would be in respect of young players, either on the occasion of a
transfer of the player's registration or when he is in contract. To minimise
risk a spread of investment size, nationalities and playing positions will
continue to be sought.

Management structure

Following completion of the Acquisition, it is intended that the businesses of
Premier and SPM will continue to be run under the day to day control of Billy
Jennings and Mark Curtis respectively, drawing on the infrastructure developed
in Premier.

Mark Curtis will enter into a contract of employment, conditional on Completion
of the Acquisition at an initial salary of £50,000 which can be terminated on 12
months notice by either side, such notice expiring at any time after the third
anniversary of Completion.

Current trading and prospects

Included in Part 3 of the Admission Document are Premier's results for the nine
months ended 31 January 2002, which show turnover of £1.37 million, operating
profit of £419,000 and pre-tax profits of £236,000. Against the background of
building an infrastructure capable of supporting an enlarged group, these
results were pleasing and the growth of business from the East European market,
via the office in Budapest, is exciting. Within an enlarged football business
the age profile of Premier's player portfolio offers prospects for profit
growth.

During the period the Group raised £4.3 million, net of expenses, by means of a
convertible Euro denominated bond. The net proceeds of the bond issue are being
invested in new agency businesses, such as the acquisition of SPM, and in direct
investment in the future transfer value of football players. During the period
almost £2 million was invested directly in British and overseas players. While
there may be earlier realisations, it is anticipated that the majority of such
realisations will be achieved after the year ending 30 April 2003.

The final quarter has begun well with satisfactory trading in February.
Premier's player representation team has been strengthened by the appointment of
Neil Featherby. Mr Featherby has brought with him England and Leeds United full
back Danny Mills, Leicester City's Trevor Benjamin and six exciting youngsters
who the board hopes will mature into successful players in the future.

Because of the nature of the Premier business, with its emphasis on Premier
League, first division and international transactions, the Directors do not
believe that the business will be adversely affected whatever the outcome of the
negotiations between the Nationwide League and ITV Digital.

Extraordinary General Meeting

Set out at the end of the Admission Document is a notice convening the EGM to be
held at the offices of Nabarro Nathanson, Lacon House, Theobalds Road, London
WC1X 8RW at 11.00 am on 29 April 2002 at which resolutions will be proposed to:


 1. approve the Acquisition;

 2. authorise the Directors, specifically and unconditionally, to allot the
    Consideration Shares and any relevant securities pursuant to section 80 of
    the Act up to an aggregate nominal amount of £250,000;

 3. disapply the provisions of section 89 of the Act to empower the Directors to
    allot unissued shares for cash otherwise than in accordance with section 89
    of the Act pursuant to the authority referred to in the paragraph above;
    provided that such power is limited to (i) allotments which are pro rata to
    existing Shareholders' holdings of Ordinary Shares and (ii) save in
    connection with the above an aggregate nominal amount of £100,000 provided
    that no Ordinary Shares shall be allotted for cash at a discount of more
    than 10 per cent of the average of the middle market quotations for an
    Ordinary Share as derived from the AIM appendix to the Daily Official List
    of the London Stock Exchange for the ten business days immediately preceding
    the day on which the Ordinary Shares are allotted.

Recommendation

Your Board, which has been so advised by Brewin Dolphin, consider that the terms
of the Acquisition are in the best interests of the Company and the shareholders
of the Company as a whole. In providing advice to the Board, Brewin Dolphin has
taken into account the Directors' commercial assessment of the Acquisition. The
Directors unanimously recommend shareholders of the Company to vote in favour of
the Resolutions as they have undertaken to do in respect of their own beneficial
holdings which amount in aggregate to 10,130,000 Ordinary Shares, representing
approximately 50.4 per cent. of the Existing Ordinary Share capital of the
Company.



EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Latest time and date for receipt of Forms of Proxy for the EGM                                 11.00am on 27 April 2002
Extraordinary General Meeting                                                                  11.00am on 29 April 2002
Completion of the Acquisition                                                                             30 April 2002
Admission of Consideration Shares to trading on AIM                                                       30 April 2002
Re-admission of Existing Ordinary Shares to trading on AIM                                                30 April 2002







KEY STATISTICS




Number of Initial Consideration Shares being issued by the Company                                            4,333,333
Number of Ordinary Shares in issue following Admission                                                       24,433,333
Percentage of enlarged Ordinary Share Capital being issued                                                        17.7%



DEFINITIONS

The following words and expressions shall have the following meanings in this
document unless the context otherwise requires:

'Acquisition'                   the proposed acquisition of the entire issued 
                                share capital of SPM by Premier pursuant
                                to the Acquisition Agreement

'Acquisition Agreement'         the conditional agreement dated 4 April 2002 
                                between (1) the Vendors and (2) the Company
                                for the sale and purchase of the entire issued 
                                share capital of SPM

' Act '                         the Companies Act 1985 (as amended)

'Admission'                     the readmission of the Existing Ordinary Shares 
                                and admission of the Initial Consideration 
                                Shares to trading on AIM

'Admission Document'            the document dated 5 April 2002

'AIM'                           the Alternative Investment Market of the London 
                                Stock Exchange

'Articles'                      the articles of association of the Company

'Board' or 'Directors'          directors of the Company as at the date of the 
                                Admission Document whose names are set
                                out on page 5 of that document

'Bonds'                         the guaranteed floating rate convertible bonds 
                                due 2004, issued by Premier Management
                                (Jersey) Limited, a subsidiary of the Company

'Brewin Dolphin'                Brewin Dolphin Securities Ltd

'Company' or 'Premier'          Premier Management Holdings plc

'Completion'                    completion of the Acquisition, which is due to 
                                take place on 30 April 2002

'Consideration Shares'          either the Deferred Consideration Shares or the 
                                Initial Consideration Shares or all of these
                                together as the context requires

'CREST'                         the computerised settlement system to facilitate
                                the holding and transfer of title in shares in
                                uncertificated form, operated by CRESTCo Limited

'Deferred Consideration Shares' the Ordinary Shares (if any) to be issued to the 
                                Vendors pursuant to the Acquisition Agreement

'EGM'                           the extraordinary general meeting of the Company
                                to be held on 29 April 2002

'Enlarged Group'                the Group as enlarged by the Acquisition

'Existing Ordinary Shares'      20,100,000 Ordinary Shares in issue at the date 
                                of this document

'Form of Proxy'                 the form of proxy to be used by holders of 
                                Existing Ordinary Shares in connection with the 
                                EGM

'Group' or 'Premier Group'      Premier and its existing subsidiaries


'Initial Consideration Shares'  the 4,333,333 Ordinary Shares to be issued at an
                                issue price of 30p per share pursuant to the
                                Acquisition Agreement

'London Stock Exchange'         London Stock Exchange plc

'Official List'                 the Official List of the UK Listing Authority

'Ordinary Shares'               Ordinary shares of 1p each in the capital of the 
                                Company

'Regulations'                   the Public Offers of Securities Regulations 1995 
                                (as amended)

'Resolutions'                   the resolutions set out in the notice of EGM set
                                out at the end of this document

'Shareholders' or 'Members'     holders of Existing Ordinary Shares

'SPM'                           Sports Player Management Limited

'Vendors'                       the current shareholders of SPM, being Mark 
                                Curtis and Frances McCormack



ENDS



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