Acquisition

Ten Alps Communications PLC 04 November 2002 Ten Alps acquires Brook Lapping, one of UK's top factual TV production companies Ten Alps Communications PLC ('Ten Alps') today announces the acquisition of 100% of the issued equity of Brook Lapping Holdings Limited ('BLH', 'the group'), parent company of Brook Lapping Productions Limited ('Brook Lapping Productions ') and Brian Lapping Associates Limited ('Brian Lapping Associates'). Brook Lapping Productions is one of Britain's best-known independent factual television production companies, with a 20-year history of producing programmes for the BBC, Channel 4, ITV, The Discovery Channel and broadcasters in America and over 40 other countries around the world. The group has net assets of £2.02m, including £2.45m in cash (as at October 31 2002). For the year ended 31 December 2001, Brook Lapping reported profits before taxation of £841,937 on turnover of £4.6m. On completion, Ten Alps is paying consideration of up to £2.35m in cash. Additional consideration may also be payable under an earnout arrangement. The earnout will pay a maximum consideration of £2.151m in cash over the next 2.5 years, dependent on the group achieving agreed gross profit targets of up to £1.85m in each of three earnout periods. The valuation is based on a P/E multiple of approximately four. The earn-out is designed to be self-financing in cash flow terms. In addition, share options in respect of up to 320,000 ordinary shares of Ten Alps have been granted to the Brook Lapping management. 'This acquisition is a big step forward for us financially, and in factual broadcasting,' said Alex Connock, Ten Alps Chief Executive. 'We're buying a brand that is amongst the strongest in its field, and we will now have the privilege of very significantly adding to our talent base to fuel future developments.' Brian Lapping, co-founder of the group, commented: 'Ten Alps is exactly the right strategic fit for us. We have a range of ambitious projects in development, and Ten Alps has also produced political programmes for the BBC. We are looking forward to the expansion opportunities this brings.' The earn-out deal in this acquisition is based on gross profit targets. 'This will enable us to merge our production companies, without having to then attempt to separate operating costs, which can be a time-consuming and divisive exercise,' said Ten Alps Finance Director Nitil Patel. 'It's all about building as one company from day one.' 'The Brook Lapping group has consistently demonstrated its ability to make substantial profits over an extended period of years, and that is the kind of company we have sought to bring into our group.' TV documentary company with global reputation The award-winning group's TV programmes have included The Death of Yugoslavia, A Week in Politics, Endgame in Ireland, The Second Russian Revolution, The Kennedys, Watergate, The Death of Apartheid and the recent Avenging Terror. The group has a substantial programming library, and a range of programmes in production and development for UK and international channels. The current production slate includes The Fall of Milosevic (three 90-minute films for BBC2 and foreign broadcasters) and Maggie, the First Lady (four 60-minute programmes for ITV and US channel PBS), both due for transmission in early 2003. The group has also developed with the BBC a format of I Met.... biographies, following the production of I met Adolf Eichmann, and it has recently had its first invitation to make a series for Channel 5. Following this transaction, the Brook Lapping brand will be retained. Its strong reputation in the world's TV documentary markets has generated co-funding opportunities which often involve five or more leading broadcasters, including PBS, France 2, France 5, Canal +, Arte, ZDF, NHK Japan, ARD, Seven Network and ABC Australia. These international coproductions have been handled since 1990 by Temple International, which will continue to represent the group. Meanwhile, the production staff and office, including production facilities, will be merged with Ten Alps' own TV and radio company, Ten Alps Broadcasting. Ten Alps Strategy in broadcasting Ten Alps has two communications offerings. It provides marketing services to 70 or so clients in advertising and events - such as EMI, Microsoft, NCR, SONY, Sunsail, and P&O. And it offers its own content direct to the public through broadcast production on BBC TV and Radio, Sky One, Channel 5 and elsewhere. In this second area, political programming is a focus for Ten Alps, which includes Bob Geldof and political broadcaster Brian Walden on its five-strong board, and the Brook Lapping acquisition is a key addition. 'Nowhere are communications more critical today than in politics, where the public need to be reached and engaged more than ever,' said Geldof. 'Meanwhile the business opportunity is that factual programming is an area where we can gain exploitation rights in the content we have developed - which is something Brook Lapping already have achieved.' In the past week, Ten Alps has completed Power, a pilot TV programme for the BBC, aimed at addressing the need to re-engage younger people in politics. The pilot was the only independent programme selected from over 70 bids. Ten Alps also produces Sunday Service, the flagship political programme for BBC Radio 5 Live, and is producing its 3-hour weekly replacement show from January. And Ten Alps' agency division, Know Comment, now represents over 30 political commentators such as Steve Norris and Charlie Whelan, for media appearance work, as well as carrying out consultancy, video projects and training in the public sector. 'We will now offer political content ranging from live radio on the one hand, to high-budget TV documentaries with global reach on the other,' said Geldof 'No other UK independent production company with that scope.' 'As people know I have always been involved in politics, business and the media. And with this Brook Lapping deal, the three all come together.' History of Brook Lapping Productions The Brook Lapping group has won awards and acclaim around the world. In September 2002, the Wall Street Journal, in reviewing Avenging Terror, described Brook Lapping as 'the acme, the Rolls-Royce, of documentary makers.' The group took its current shape when BLH purchased the entire share capital of Brook Lapping Productions, itself previously formed through the merger of Brook Productions Limited and Brian Lapping Associates in 1997. Brook Productions was founded in 1982, in response to the launch of Channel 4. Brook produced Channel 4's political programme A Week in Politics, which was recommissioned regularly for some 15 years, with Anne Lapping as executive producer. Brook Productions' output included a number of prize-winning documentary series, such as The Kennedys, The Windsors, Untold: Slavery in Britain (produced by Philip Whitehead) and dramas including A Vote for Hitler and A Strike out of Time. Brian Lapping Associates was founded in 1988 and had its greatest success with The Death of Yugoslavia (series producer Norma Percy) which won more than a dozen international awards, was broadcast in more than 40 countries and won praise worldwide. It followed a tradition of similar documentary programmes (also multi award-winning) including The Second Russian Revolution, Watergate, Fall of the Wall and Death of Apartheid. Its first production, a drama documentary for the 50th anniversary of the outbreak of World War II, starring Ian Mc Kellan as Hitler. Since the 1997 reorganisation, the group's most prominent programmes have been international co-productions with transmissions on the BBC and Channel 4 in the UK, including: • The Money Changers (3 x 1 hour on the history of Monetary Union in Europe) • The 50 Years War; Israel and the Arabs (6 x 1 hour on war and peace in the Middle East. Silver Spire, San Francisco International Film Festival) • Hostage (3 x 1 hour on the seizure of westerners in Beirut and how their governments responded. Historical Documentary Prize, Festival International du Film d'Histoire) • Playing the China Card (2 x 1 hour on how Richard Nixon and Mao Tse Tung bridged the ideological divide and how their successors kept it up. US Peabody Award and finalist for International EMMY) • Finest Hour (4 x 1 hour on how the British faced Hitler's assault from May to November 1940) • Diana, Story of a Princess (4 x 1 hour biography, on ITV) • Endgame in Ireland (4 x 1 hour in which three British Prime Ministers, four Irish, one US President and the leaders of the parties and the terror movements in Northern Ireland all describe in unprecedented detail the breakthroughs and blockages on the road to peace. Winner Peabody Award 2002, finalist for a BAFTA, RTS, and Grierson) • Avenging Terror (2 x 1 hour on how President Bush and his cabinet first decided then implemented their response to 9/11, with insider accounts from the top figures in Washington, Moscow, Islamabad, Kabul, London etc, pre-sold to 25 countries for the first anniversary) More information www.tenalps.com Press enquiries: Sheila Gunn 07884 437934 Ten Alps Head office 0207 089 3686 Brook Lapping office 020 7428 3100 This information is provided by RNS The company news service from the London Stock Exchange
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