Vislink PLC
29 March 2000
Vislink plc
Proposed acquisition of Advent Communications Limited
29 March 2000
Introduction
Vislink plc ('Vislink' or 'the Company') announces today proposals
to acquire Advent Communications Limited ('Advent'). The Company
has conditionally agreed to acquire Advent for a consideration of
£14.08 million, to be satisfied by the payment of £12.46 million in cash
and the issue of up to 1.2 million new Ordinary Shares of IR2.5p each
in the capital of the Company (the 'new Ordinary Shares' valued at £1.62
million on the basis of the closing mid-market price of a Vislink plc
Ordinary Share of 135.0p on 28 March 2000, being the last business day
prior to the publication of this announcement). In addition, Advent will
pay £1.14 million in pre-sale dividends to its current shareholders and
post-completion pension contributions of £0.88 million to its current
directors.
In view of its size, the acquisition of Advent is conditional upon the
approval of shareholders. An Extraordinary General Meeting will be
convened to seek such approval.
The acquisition of Advent provides the first step in the next stage of
the Company's strategy, which is to develop the Company's Broadcast
and Telecommunications and Video Technology Divisions, whose technological
base and expertise is expected to allow for both organic and acquisition-led
growth in the Company's markets.
In particular, the Broadcast and Telecommunications Division is now
demonstrating an increasing capability in its markets, for the supply of
broadcast quality transmission systems via satellite and terrestrial
microwave.
Information on Advent
Advent was established in 1986 when David Garrood, Roger Crawshaw and
Stephen McGuinness ('the Advent Directors'), with backing from 3i plc,
identified the opportunity to develop a mobile satellite communications
product. The three founders of Advent remain working directors of Advent
and their family trusts remain shareholders.
Advent has focused on the design and manufacture of equipment for the
satellite news gathering ('SNG') market. SNG products principally fall
into three product types: portable 'flyaway' systems, mobile vehicle
installations and fixed earth stations. Flyaway systems comprise the
essential electronics for a satellite terminal in portable form where the
component parts generally satisfy the size and weight limitations for
passenger aircraft transportation. Vehicle installations comprise the same
electronics plus additional monitoring facilities, standby power generators
and often self-seeking satellite software for alignment by non-technical
personnel. Earth stations are permanent facilities usually comprising
non-mobile electronics and significantly larger-sized antennas for increased
transmissions band width range and capability.
Advent has a strong development expertise and has been awarded a number
of industry accolades. In particular, its NewSwift product won a Queen's
Award for Technology in 1998.
For the year ended 1 August 1999, Advent reported pre-tax profits of £0.83
million (1998 - £1.23 million) on sales of £16.4 million (1998 - £20.2
million) and net assets of £3.4 million (1998 - £3.0 million).
Reasons for the acquisition
The acquisition of Advent provides the opportunity to create a much broader-
based satellite communications business and to grow the Company's overall
broadcast and telecommunications business.
The Directors anticipate that the Acquisition will improve the Group's
opportunities for greater international coverage and widen its satellite
communications product range. In addition, the Directors expect that
benefits will derive from vertical integration through utilising the
Group's electronics manufacturing capabilities.
The Directors also anticipate that the enlarged Broadcast and
Telecommunications Division will be able to benefit from the growth in
telecommunications and broadcasting markets arising from the development
of internet data and broadcast quality digital video.
Acquisition
The Company has conditionally agreed to acquire Advent for a consideration
of £14.08 million, to be satisfied by the payment of £12.46 million in
cash on completion of the acquisition ('Completion'), the issue of 504,000
new Ordinary Shares to the Advent Directors on Completion and the issue of
696,000 new Ordinary Shares to the Advent Directors on the second
anniversary of Completion if each of them remains employed by Advent at
that date. On the basis of the closing mid-market price of a Vislink plc
Ordinary Share of 135.0p on 28 March 2000, being the last business day prior
to the publication of this announcement, the 1.2 million new Ordinary Shares
to be issued in connection with the Acquisition are valued at £1.62 million.
In addition, a pre-sale dividend of £1.14 million will be paid by Advent
to its shareholders and post-Completion pension contributions of
£0.88 million in aggregate will be paid by Advent to the Advent Directors'
occupational pension schemes.
New Ordinary Shares
The new Ordinary Shares will be allotted and issued credited as fully
paid and will rank pari passu in all respects with the existing Ordinary
Shares of Vislink plc, including for any dividend declared or paid after
the date of issue. However, the 504,000 new Ordinary Shares to be issued
on Completion will not rank for the final proposed dividend of 0.3p per
share in respect of the year ended 31 December 1999, which will be paid
on 4 July 2000 to shareholders on the register at the close of business
on 14 April 2000 subject to shareholder approval at the next Annual General
Meeting.
Applications will be made for the 504,000 new Ordinary Shares to be issued
on Completion to be admitted to the Official Lists of the Irish Stock
Exchange and the London Stock Exchange.
For further information on Wednesday 29 March 2000, please contact:
Ian Scott-Gall 020 7353 1500
Chief Executive, Vislink plc
James Trumper 020 7353 1500
Finance Director, Vislink plc
Andrew Sharkey / Emmanuel Kenning 020 7353 1500
Luther Pendragon
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.