Acquisition
Huveaux PLC
5 July 2002
HUVEAUX PLC ('Huveaux' OR 'the Company')
Proposed Acquisition of Vacher Dod Publishing Limited ('Vacher Dod')
AND
Conditional Placing of, and subscription for, 8,571,429 new Ordinary Shares at
35p per share each
Huveaux PLC, the newly established media and publishing company, formed by John
van Kuffeler and Timothy and Christina Benn, today announces that it proposes to
acquire Vacher Dod, the UK's leading publisher of parliamentary directories, for
£4.5 million. To help fund this acquisition, provide working capital and new
resources for further acquisitions, 8,571,429 new Ordinary Shares have been
provisionally placed (or will be subscribed for) at 35p per share raising
approximately £2.6 million (net of expenses).
John van Kuffeler, Chairman of Huveaux PLC, commented:
'This is our first acquisition since flotation and we are extremely pleased with
the strategic fit. We believe that Vacher Dod is a sound business, which
operates in a growth market place. By combining both our business skills it will
be possible to make further profitable acquisitions in the near future.'
BACKGROUND
Huveaux was admitted to AIM in December 2001 having raised £2.75 million net of
expenses for the purposes of making acquisitions in the media sector.
The following were listed as criteria for potential acquisitions:
• operations in publishing, creative production and/or
specialist media services;
• consideration of less than £5 million;
• an established profitable business; and
• opportunities for further expansion.
Huveaux's Board believes that Vacher Dod fulfils all of these criteria:
VACHER DOD
Vacher Dod is the UK's leading publisher of parliamentary directories, its most
prominent publications being Dod's Parliamentary Companion and Vacher's
Parliamentary Companion. A rising volume of legislation and regulation is
causing companies, trade associations, special interest groups, mutual
organisations, health trusts, charities and other institutional organisations to
understand the workings of all aspects of government and to know the
responsibilities and identities of key decision-makers. This requirement relates
not only to the UK Government at Westminster, but also to the institutions of
the European Union and, more recently, to the regional bodies in Scotland,
Northern Ireland, and Wales. Accordingly, Vacher Dod, which provides vital
'business-to-business' political information, is experiencing growth,
Vacher Dod's publications not only take the form of printed directories and
books, but are also available in the form of CD-ROM and over the Internet.
Between 1999 and 2001, turnover grew at a compound annual growth rate of 14 per
cent. Positive cash flow is generated as most sales are paid for in advance.
Vacher Dod achieved sales of £1.4 million and pre-tax profits of £143,000 in
2001. However, the profit figure reflected costs of £100,000 in respect of two
directors who are retiring upon completion of the acquisition and £60,000 for
costs relating to the termination of employment of certain members of staff.
Adjusted pre-tax profits for 2001 therefore amounted to £303,000. Net assets at
31 December 2001 amounted to £771,000.
The trading outlook for 2002 is encouraging. The Board furthermore believes
Vacher Dod has the potential for further internally-generated growth and that
the experience and expertise of Vacher Dod will allow Huveaux to make further
acquisitions in the specialised publications' sector, thereby achieving
economies of scale and new revenue channels.
PROPOSED DIRECTOR
The managing director of Vacher Dod, Edward Peck, will continue to be
responsible for the management of the business and will join the Board of
Huveaux following completion of the transaction. Edward Peck is a 32 per cent
shareholder in Vacher Dod and is taking part of the consideration for his shares
in Huveaux shares and so will hold 7.9 per cent of the enlarged ordinary share
capital of Huveaux after completion. After completion of the acquisition of
Vacher Dod, Edward Peck will enter into a service agreement with Huveaux whereby
his annual remuneration will be £98,000, including a car allowance. The service
agreement will be terminable by either party giving one year's notice.
PLACING OF NEW ORDINARY SHARES
Consideration for Vacher Dod will be £4.5 million, approximately £3.93 million
payable in cash and approximately £0.57 million to be satisfied by the issue of
1,637,328 new Ordinary Shares credited at a price of 35p. At 3 July 2002,
Huveaux's cash resources amounted to £2.76 million leaving a cash balance to be
funded of £1.17 million. To meet this balance and provide new resources for
working capital and further acquisitions, the Company is issuing 8,571,429 new
Ordinary Shares (through a placing by Brewin Dolphin Securities and a
subscription by Directors) at a price of 35p to raise an additional sum of £2.6
million (net of expenses).
The acquisition of Vacher Dod and the issue of new shares are inter-conditional.
EXTRAORDINARY GENERAL MEETING
An extraordinary general meeting of the Company, to be held on 31 July 2002 at
the offices of Eversheds, Senator House, 85 Queen Victoria Street, London EC4V
4JL, is being convened to approve the acquisition of Vacher Dod and to increase
the authorised share capital of the Company.
A circular containing information on Huveaux, Vacher Dod and the Placing,
together with a notice convening the EGM, is being sent to shareholders
tomorrow.
For further information, please contact:
John van Kuffeler, Huveaux PLC 020 7861 3232
Frank Malcolm, Brewin Dolphin Securities 0131 529 0311
Jonathon Brill/Charlotte Lambkin, Bell Pottinger Financial 020 7861 3232
This information is provided by RNS
The company news service from the London Stock Exchange