Acquisition
Totally PLC
29 January 2004
Embargoed: not to be released until 7.00a.m. on
29th January, 2004
TOTALLY PLC
('Totally' or 'the Company')
Acquisition - Totally Plc Acquires US Jewish Newspaper
Totally Plc, the media and communications group which targets the UK's Jewish
community, is pleased to announce that it has exchanged contracts to acquire the
entire issued share capital of Jewish Advocate Publishing Corporation, which
through a subsidiary owns The Jewish Advocate, New England's leading weekly
Jewish newspaper.
The vendor, The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A Korff of Boston ('The
Rebbe'), will receive consideration of approximately £900,000 to be satisfied by
the issue of 20,500,000 new ordinary shares in the Company (the 'Consideration
Shares'), representing 26.05 per cent. of the enlarged issued share capital of
the Company. In addition, The Rebbe will, conditional upon shareholder approval,
also be granted a warrant over 4,394,350 new ordinary shares at an exercise
price of 4.375p pence per share which will be exercisable at any time thereafter
('the Rebbe Warrant').
Steve Burns, founder and chief executive of the Group commented, 'This
acquisition represents a significant step towards Totally building an
international media and communications group targeting one of the world's most
affluent, educated and influential communities, the Jewish community.'
The Board believes the combination of the two operations will yield significant
benefits for the enlarged group, including the creation of editorial and
infrastructure based economies of scale and, the development of a more
sophisticated and far-reaching sales proposition, which should create
opportunities for significant revenue growth.
Dr Michael Sinclair, non-executive chairman of Totally, said: 'This is a
transforming deal for Totally. Acquiring one of the oldest East Coast weekly
Jewish newspapers provides the group with a springboard from which to expedite
its US based and international development'
The Rebbe, who once served as a Director and Executive Vice-President of
media-entertainment company Viacom, Inc. and Viacom International commented, 'We
have great confidence in Totally's senior management team and their ability to
develop and maximise the full potential of the Company's expanded and new
assets, and to continue to grow the company for the benefit of all
shareholders'.
Further Details
Jewish Advocate Publishing Corporation is a private company, which through its
wholly owned subsidiary, The Jewish Advocate Inc., owns The Jewish Advocate, the
oldest regional, English-language, weekly Jewish newspaper in the USA. In the
year to 31st December 2002 the company incurred a loss after tax of $10,812 on
turnover of $1,296,778. As at 31st December 2002 it had gross assets of
$147,396.
The consideration price is based on the average middle market price for the five
days prior to the exchange of contracts, of 4.375p.
The acquisition is conditional on the admission of the Consideration Shares to
trading on the Alternative Investment Market of the London Stock Exchange plc
(AIM') ('Admission'). Application has been made for the Consideration Shares to
be admitted to trading on AIM and dealings are expected to commence on 2nd
February 2004.
At present, the Company does not have sufficient authority to grant the Rebbe
Warrant and has covenanted with The Rebbe that it will convene a general meeting
of shareholders on or before 30th June, 2004 at which, resolutions will be put
before shareholders to authorise allotment by the directors of 4,394,350
ordinary shares upon the exercise of the Rebbe Warrant.
In addition, at the same meeting, in recognition of the continued financial
support and commitment of the senior staff, the Company also proposes to seek
shareholder approval for the grant of options in respect of 3.8 million new
ordinary shares to the executive directors of the Company at the same exercise
price as the Rebbe Warrant ('the Director Share Options').
Conditional on Admission, The Rebbe will join the Company's board as a
non-executive director for which he will not receive a salary. The Rebbe will
continue to be a consultant to Jewish Advocate Publishing Corporation and will
continue to be paid accordingly.
The Rebbe provides the Jewish Advocate Publishing Corporation with a loan
facility of up to $150,000 for working capital purposes. The loan bears interest
at a rate of 2 per cent. above the Prime Rate (the US equivalent of the Bank of
England base rate) which is payable monthly in arrears. The loan is repayable,
together with any accrued interest, on or before 31st October 2005. Conditional
on admission, the loan will be secured by a guarantee provided by Totally Plc.
Following the issue of the Consideration Shares, the directors of the Company
will be beneficially interested in the ordinary shares of the Company, as
follows:
Name of Director Number of Percentage of
Shares the enlarged
issued share
capital of the
Company
The Rebbe 23,400,000* 29.74 %
Michael
Sinclair 13,859,791 17.61 %
Steve Burns 9,083,999 11.54 %
Dan Levitt 3,080,436 3.91 %
Andy Margolis 2,747,103 3.49 %
Dan Whiteman 2,512,667 3.19 %
Dan Assor 1,576,436 2.00 %
* - this includes 2,900,000 ordinary shares which are currently held by The
Rebbe as a custodian for his children who are minors.
Further information on The Rebbe
The Rebbe is currently a director of Jewish Advocate Publishing Corporation and
its wholly owned subsidiary The Jewish Advocate, Inc.
The Rebbe once served as President of National Amusements and National
Amusements UK, Ltd., the controlling corporate shareholder of
media-entertainment company Viacom, Inc. and Viacom International, Inc., where
the Rebbe also served as a Director and Executive Vice-President. The Rebbe is
also a Diplomat accredited by the governments of the United States and Austria
The Rebbe has confirmed that there is no further information required to be
disclosed under paragraph 15 of the AIM Rules.
Further information on Totally Plc following Admission
Totally Plc is a leading publisher of Jewish newspapers, websites and magazines.
Its stable includes such prestigious titles as the London Jewish News, Press
Gazette's Free Newspaper of the Year; The Jewish Advocate, published in Boston,
Mass. and one of the oldest American weekly newspapers - www.totallyjewish.com,
the leading Jewish portal in Europe and the leading global Jewish travel portal
-. Totally's mission is to continue to expand its portfolio of titles, either
through creation or acquisition and to become recognised for its editorial
skills and its well targeted advertising reach.
Since its inception in June 2002, Totally Communications has become a leading
supplier of technical and marketing services to the UK's Jewish communal
marketplace. Its technical services division develops websites and other general
applications and also provides an interim technical management capability. The
marketing services division provides design, creative and contract publishing
services. These services are required within the Jewish communal arena and
Totally's mission is to expand these services wherever they may be required.
Totally Plc was incorporated in November 1999 and admitted to trading on
London's Alternative Investment Market in January 2000 (TLY). It has 60 staff
working in London and in Boston, Mass., in the USA.
Enquiries
Totally PLC
Steve Burns Tel: 020 7692 6929
John East & Partners Limited
John East/David Worlidge / Simon Clements Tel: 020 7628 2200
Hansard Communications
Adam Reynolds / Ben Simons Tel: 020 7245 1100
This information is provided by RNS
The company news service from the London Stock Exchange