Acquisitions

Adventis Group PLC 23 May 2006 For release 07.00am 23 May 2006 Adventis Group plc Acquisitions of Roundhouse Advertising Ltd and The Coltman Media Company Ltd Introduction Adventis Group plc ('Adventis'), the full service multimedia marketing and advertising agency, announces that it has agreed terms to acquire the entire issued share capital of both Roundhouse Advertising Ltd trading as Roundhouse Healthad ('Roundhouse'), a marketing, design and advertising agency within the healthcare sector and Coltman Media Company Ltd ('Coltman'), a leading media planning and buying agency in the financial services sector, for a total maximum consideration, over the next three years, of £8.7 million in cash and shares. These significant acquisitions represent the continuation of the strategy set out by Adventis when going public on AIM in July 2004. Adventis' AIM placing raised £3.0 million before expenses for the company with the stated intention to diversify into a number of different, but related, business streams and build on its significant market positions in the UK property, healthcare and financial services industries. In the healthcare sector, where Adventis has existing operations through Affiniti (UK) Ltd, by acquiring Roundhouse, Adventis will enter the top 10 in the UK. The acquisition of Coltman enhances its financial services offering and its already substantial media planning and buying operation. Information on Roundhouse Roundhouse has been trading successfully for ten years and has become a significant player amongst independent healthcare agencies in the UK. Employing 12 staff, Roundhouse will continue in the immediate future to operate from its base near Hertford, Hertfordshire. It is anticipated that the addition of Roundhouse to the Group will generate both business synergies and economies of scale. Roundhouse has a strong base of blue chip pharmaceutical clients which include Baxter, Boehringer Ingelheim, Merial, Organon, Pfizer AH and Schering-Plough. The on-going services of Roundhouse's founding directors and management team, Kevin McGetrick, Heather Maggs, Ian Prosser and David Wyatt have been successfully secured for three years. Information on Coltman Coltman has been a leading operator in the media planning and buying market specialising in financial services for over five years. Coltman will relocate its seven staff, currently based in Central London, to shared premises with Adgenda Media, the media planning and buying company set up by Adventis in 2005. This sharing of space will also generate both business synergies and economies of scale as both companies have complementary skills in associated market sectors. Coltman has a solid client base including Mellon Global Investments, Threadneedle Investments, Friends Provident, Baillie Gifford, Witan Investment Trusts and Proton Cars UK Ltd. The on-going services of Coltman's founding director and management team, including Steve Coltman, have been successfully secured. Terms of the acquisitions i Roundhouse Adventis is paying a base consideration of £1.6 million. This represents a multiple of 2.1 times pre-tax profit of £763,000 for the year ended 2005 which was a particularly strong year. There will be an additional cash payment in respect of Roundhouse's net assets, estimated at £400,000, at completion (the 'Net Asset Amount'). The turnover and pre-tax profit for Roundhouse for the year ended 31 October 2005 were £1.75 million and £763,000 respectively. If profits meet specific performance targets, the management of Roundhouse can earn further payments over the next three years, up to a maximum total consideration of £4.8 million (including the Net Asset Amount). Further details of the structure of the payments are included below. Managing Director of Roundhouse, Kevin McGetrick, commented: 'The dynamics of business are changing. We believe this move will enable us to supply a more integrated offering by building up the services currently provided by Roundhouse and adding new capacity to meet the evolving needs of the healthcare industry. When we first met Adventis we were pleased by the sense of shared vision and believed they could become an ideal partner to move the business forward.' ii Coltman Adventis is paying a base consideration of £1.5 million which represents a multiple of 6.4 times pre-tax profit of £233,000 for the year ended 2005. There will be an additional cash payment in respect of Coltman's net assets, estimated at £700,000, at completion (the 'Net Asset Amount'). The turnover and pre tax profit for Coltman for the year ended 30 April 2005 were £8.9 million and £233,000 respectively. If profits meet specific performance targets, the management of Coltman can earn further payments over the next three years, up to a maximum total consideration of £3.9 million (including the Net Asset Amount). Further details of the structure of the payments are included below. Managing Director of Coltman Media, Steve Coltman, commented: 'We are delighted to be joining forces with such a dynamic company. The Coltman Media Company's strengths in specialist markets will bring a new dimension to Adventis and I am convinced that we can build together for even greater success in the future.' Charles Phillpot, CEO of Adventis, stated: 'These two acquisitions are an important milestone in the growth of the Group. We have sought to expand our existing business in the healthcare sector and have examined many potential partners. Roundhouse was chosen due to their outstanding client base, level of management experience and the excellence of the service they offer. We are confident that having Roundhouse and Affiniti in the Group will generate a large and vibrant healthcare business that can exploit its premier market position. Similarly, the addition of Coltman Media to the Group builds up both our financial services offering, currently made through AdventisNMG, and enhances our very substantial media planning and buying business. The relocation of the Coltman offices to shared space with Adgenda Media will also create a significant player within the media industry. We are targeting further corporate activity in the current financial year to end 31 December 2006.' - ENDS - Enquiries: Charles Phillpot, CEO Allan Collins, Financial Director Adventis Group plc Tel: 020 7034 4740 Tel: 020 7786 9600 Annie Evangeli 07778 507 162 Tarquin Edwards 07879 458 364 Chris Steele 07979 604 687 John Depasquale Seymour Pierce Tel: 020 7107 8010 Footnote: Roundhouse The base consideration £1,604,295 will be split in a 60:40 ratio as to cash and shares, with an initial payment of £625,675 in cash and £417,117 in shares to be issued at the average of the market price per share of Adventis in the five business days prior to completion, which took place on 22 May 2006. The balance is phased equally as three annual payments of £112,301 in cash and £74,867 in shares. The Net Asset Amount will be satisfied by an initial cash payment of £400,000 payable on completion. Following the preparation of Roundhouse's completion accounts, any variance between this amount paid and the value attributed to the Net Asset Amount will be repayable by the vendors of Roundhouse or payable by Adventis as the case may be. The net assets of Roundhouse primarily consist of current assets. The earnout will be paid in a 55:45 ratio as to cash and shares for the first two years and in a 50:50 ratio for the third year. Annual payments being based on the audited results for each of the next three years. All share payments post completion will be allotted at the average market price per share of Adventis for the five days prior to their issue. Adventis retains the right to pay any share consideration in cash at its sole discretion. Coltman The base consideration £1,500,000 will be split in a 60:40 ratio as to cash and shares, with an initial payment of £540,000 in cash and £360,000 in shares to be issued at the average of the market price per share of Adventis in the five business days prior to completion, which took place on 22 May 2006. The balance is phased equally as three annual payments of £120,000 in cash and £80,000 in shares. The Net Asset Amount will be satisfied by a cash payment following the preparation of Coltman's completion accounts. The net assets of Coltman primarily consist of current assets. The earnout will be paid at a ratio of 60:40 as to cash and shares with annual payments based on the audited results for each of the next three years. All share payments post completion will be allotted at the average market price per share of Adventis for the five days prior to their issue. Adventis retains the right to pay any share consideration in cash at its sole discretion. This information is provided by RNS The company news service from the London Stock Exchange
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