Acquisition
First Property Online PLC
1 August 2001
First Property Online plc proposed acquisition of
Commercial Property Database Limited and CPD Limited
1 August 2001
First Property Online plc ('fprop'), which operates a B2B online property
transaction service, has entered into a conditional agreement to acquire
Commercial Property Database Limited and CPD Limited ('the CPD Companies'),
being the two principal subsidiaries of CPD Online plc ('CPD'), whose shares
are traded on OFEX.
The maximum consideration payable for the CPD Companies is £400,000 to be
satisfied by the issue of up to 8,000,000 new ordinary 1p shares in fprop. If
the maximum number of shares is issued, the Consideration Shares will
represent approximately 8.6% of the enlarged issued share capital of fprop.
Since 1996, the CPD Companies have developed an extensive centralised
commercial property database service for commercial property agents, as well
as providing data entry, website hosting and design services. All of the CPD
Companies' and fprop's services will be cross-sold.
The enlarged fprop Group will offer one of the largest commercial property
databases in the UK with over 130 property agents as members, as well as a
fully functional and interactive revenue generating transaction platform.
Ben Habib, Chief Executive of fprop, commented: 'The acquisition of CPD's
businesses will enable fprop to move forward even more confidently and retain
our position as a market leader. Our services are highly synergistic and
fprop, CPD and our respective clients will benefit from additional and
improved services.'
This summary should be read in conjunction with the full text of the
announcement.
For more information please contact:
Ben Habib / Saul Shanagher Bella Pagdin / Jeremy Carey
First Property Online plc Tavistock Communications Ltd
Tel: 020 7731 2844 Tel: 020 7600 2288
www.fprop.com www.tavistock.co.uk
First Property Online plc proposed acquisition of
Commercial Property Database Limited and CPD Limited
First Property Online plc ('fprop') has entered into a conditional agreement
to acquire Commercial Property Database Limited and CPD Limited ('the CPD
Companies'). The CPD Companies are the two principal subsidiaries of CPD
Online plc ('CPD'), whose shares are traded on OFEX.
Based on fprop's closing middle market price of 5p on 31st July 2001, the
maximum consideration payable for the CPD Companies is £400,000, to be
satisfied by the issue of up to 8,000,000 new ordinary 1p shares in fprop ('
the Consideration Shares'). The issue of 2,000,000 of the Consideration
Shares is conditional upon the CPD Companies achieving an aggregate turnover
of £514,000 for the year to 30 September 2001. If all of the Consideration
Shares are issued, they will represent approximately 8.6% of the enlarged
issued share capital of fprop.
The Consideration Shares will, with the exception of 1,230,000 shares (the '
Unrestricted Shares'), be restricted from being sold for a period of 12 months
following their issue. The Unrestricted Shares may only be sold to satisfy
bona fide corporate expenditure of CPD, through fprop's brokers and with the
consent of the fprop Board.
Information on CPD and the CPD Companies
Since 1996, the CPD Companies have developed an extensive commercial property
database service, accessible centrally (www.cpd.co.uk) or through commercial
property agents' own websites. The CPD Companies also provide data entry,
website hosting and design services.
By providing a central database for commercial property agents and designing
and hosting their websites, the CPD Companies are able to provide an extremely
cost-effective integrated strategy for agents to market themselves and their
properties on the Internet.
The database presently lists more than 22,000 properties with an archive of
more than 50,000 properties. The CPD Companies currently have more than 130
subscribing members.
A key aspect of the database is its ability to log and collate the identity of
website visitors and automatically e-mail them details of relevant properties
as well as agents responsible for any given property which is viewed. This
allows agents to accurately assess the identity and level of demand for a
property.
The CPD Companies earn revenue by charging fees for each one of these services
and through membership subscriptions.
In the year ended 30 September 2000, CPD reported audited consolidated sales
of £462,443 and a loss before taxation of £364,539. CPD's audited
consolidated net assets as at 30 September 2000 were £591,731.
Benefits of the acquisition of the CPD Companies
The CPD Companies' services and technology complement the services already
offered by fprop to the commercial property market. The acquisition is
expected to enable fprop and the CPD Companies to accelerate their growth
plans, while benefiting from inherent economies of scale and cost savings.
As a part of the fprop Group the CPD Companies will also be able to offer
fprop's transaction platform to their clients, including its bespoke loan
quote and underwriting products.
fprop will similarly be able to offer the CPD products to its clients and
cross-sell its own products across the enlarged group.
Steve Leaman and Neville Fox, respectively Managing Director and a Director of
the CPD Companies will continue in these roles. They are also to join the
Board of First Property Online.com Ltd, fprop's principal trading subsidiary.
Steve Leaman, his wife, Neville Fox and Martin Hart (also a Director of CPD),
who collectively own over 72% of the ordinary issued share capital of CPD will
undertake to vote in favour of the sale of the CPD companies to fprop at CPD's
Extraordinary General Meeting, expected to be held on 24 August, 2001.
Application will be made for the admission of 6,000,000 Consideration Shares
to trading on the Alternative Investment Market of the London Stock Exchange
('AIM'). Subject to, inter alia, the shareholders of CPD approving the sale
of the CPD Companies at CPD's Extraordinary General Meeting, it is expected
that the 6,000,000 Consideration Shares will commence trading on AIM on 28th
August 2001. These shares will rank pari passu in all respects with the
existing ordinary shares in fprop.
Ben Habib, Chief Executive of fprop, commented: 'The acquisition of CPD's
businesses will enable fprop to move forward even more confidently and further
strengthen our position as a market leader. Our services are highly
synergistic and fprop, CPD and our respective clients will benefit from
additional and improved services.'
- end -
For further information:
Ben Habib / Saul Shanagher Bella Pagdin / Jeremy Carey
First Property Online plc Tavistock Communications Ltd
Tel: 020 7731 2844 Tel: 020 7600 2288
www.fprop.com www.tavistock.co.uk