Proposed Acquisition

NewMedia SPARK PLC 11 September 2000 NewMedia SPARK plc Proposed acquisition of NewMedia Investors Limited NewMedia SPARK plc ('SPARK') announced today that, subject to shareholder approval, it is to acquire the entire issued share capital of NewMedia Investors Limited ('NMI'), the technology corporate finance house. NMI will become a wholly-owned subsidiary of SPARK and will continue to offer services to SPARK's investments and corporate finance advisory services to New Economy companies under the NMI name. Terms of the Acquisition: * NMS will acquire NMI for £10 million to be satisfied by the issue of 14,684,288 new SPARK shares. Key reasons for the Acquisition: * Cancellation of the Founder Agreement: At the time of flotation in October 1999, SPARK entered into an agreement with NMI ('the Founder Agreement') under which NMI undertook to give SPARK first refusal on its relevant deal flow and to carry out a range of deal negotiation and investment monitoring functions for SPARK in return for certain fees. Due to the expansion of SPARK the costs of this arrangement have escalated. The Acquisition will remove this increasing cost and will immediately be cash-flow positive for SPARK as the increased overheads will be less than the payments under the management agreement. * SFA regulation: The Acquisition will bring an SFA regulated entity into the SPARK structure and give SPARK the opportunity to offer further services. * Operational issues: The Acquisition will allow SPARK to employ the staff managing its portfolio directly and to incentivise them appropriately. Commenting on the acquisition, Michael Whitaker, CEO of SPARK said: 'SPARK is now the largest quoted early stage technology investment fund in Europe. The acquisition of NMI will cut costs, allow us to widen our regulated activities and manage our business more effectively. The enlarged group will have a stronger corporate structure, facilitating further growth and allowing us to maximise returns for our shareholders.' For further information, please contact: Michael Whitaker 020 7851 7600 NewMedia SPARK plc Richard Compton-Burnett 020 7851 7777 NewMedia Investors Limited Tim Anderson/Isabel Petre 020 7466 5000 Buchanan Communications Introduction SPARK is proposing, subject to prior Shareholder approval, to enter into an agreement to acquire the entire issued share capital of NMI from Glasshouse Associates for a consideration to be satisfied by the issue of the Consideration Shares (representing 4.6 per cent. of the enlarged issued share capital of the Company immediately following Admission). The consideration to be paid values NMI at approximately £10 million based on a share price of 68.1p (being the average Closing Price over the ten dealing days up to and including 7September 2000). Glasshouse Associates is a company in which Thomas Teichman and Andrew Carruthers will be interested as shareholders. Their shares in Glasshouse Associates will be held through their interests in the Teichman Guernsey Settlement of which Thomas Teichman is a beneficiary and Blaze Limited, a company owned equally by Andrew Carruthers and his wife, which together will hold 66per cent. of the issued share capital of Glasshouse Associates. NMI will be a wholly-owned subsidiary of Glasshouse Associates. In addition, Thomas Teichman and Andrew Carruthers are directors of SPARK and are also directors of Glasshouse Associates. Accordingly, under the AIM Rules, the Acquisition is a related party transaction. Under the AIM Rules, the Acquisition does not require shareholder approval. However, the Board has been advised that section320 of the Act, which requires prior approval by shareholders of certain transactions between a company and its directors or persons connected with them, is likely to apply to the Acquisition. Accordingly, the Company is seeking prior approval from shareholders before entering into the Acquisition Agreement. Background At the time of the flotation of SPARK in October 1999, SPARK entered into a management agreement with NMI (the 'Founder Agreement'). Under the Founder Agreement, NMI undertook to give SPARK first refusal on its relevant deal flow and to carry out a range of deal negotiation and investee company monitoring functions for SPARK, in return for an annual general fee of 2per cent. of SPARK's funds under management together with specific fees on individual deals. This was advantageous to SPARK at a time when it was a relatively small company, as it gave SPARK access to NMI's extensive expertise and deal flow at a relatively modest cost. Since flotation, SPARK has grown rapidly and is now a substantial business with a portfolio of 47investments, net assets of £173 million at 31March 2000 and operations in Scandinavia and Germany in addition to those in the UK. Reasons for the Acquisition The Independent Directors believe that it is now advantageous to acquire NMI for the following reasons:- Operational Issues SPARK has relatively few UK based direct employees, with a substantial amount of the work on SPARK's portfolio being undertaken by NMI's personnel on SPARK's behalf. Due to SPARK's rapid growth since its formation, several operational issues have now arisen which require remedy: * Operationally, SPARK has become increasingly complex to manage. SPARK now wishes to employ all its own staff directly and it believes that the NMI team is one of the most talented and most experienced in Europe. SPARK believes that it would be difficult to replicate this team in a short time-frame. * The market generally (including Shareholders, clients and industry contacts) may be confused by the inter- relationship between SPARK and NMI. * Incentivisation of staff has become more difficult as key individuals are working for different organisations. SPARK wishes to employ the team working on its portfolio directly so that it can implement suitable incentive arrangements for them. SFA Regulated Activities The majority of the work which NMI undertakes for SPARK pursuant to the Founder Agreement amounts to investment business and, therefore, must be carried out by an entity regulated under the Financial Services Act 1986. SPARK believes that it will be advantageous to have within its corporate structure an SFA regulated entity as it will widen the range of activities which can be carried out directly by SPARK. SPARK has been in discussions with a number of institutional funds with regard to the provision of services relating to investment in high-growth internet and technology companies. These activities can only be carried out by a regulated entity. In addition, NMI has historically carried out a substantial amount of corporate finance advisory work in the new economy area. Cancellation of the Founder Agreement The proposed Acquisition will enable SPARK to cancel the Founder Agreement which was put in place at a time when SPARK was a much smaller entity. With the additional funds which SPARK has raised and acquired since flotation, the payments under the contract have grown significantly and will grow further still if SPARK continues to expand at current rates. The acquisition of NMI will remove this growing cost. At the current level of SPARK's activities the transaction will be immediately cash-flow positive for SPARK as the increased overheads will be less than the payments under the Founder Agreement. Information on NMI Founded in 1996 by Thomas Teichman and Richard Compton- Burnett, NMI has developed a strong niche in corporate finance and venture capital advisory work in the technology sector. The business enjoyed early success by advising on transactions for some high profile companies including Lastminute.com plc, Argonaut Games plc, ARC International plc, wgsn.com and silicon.com. NMI's team has advised on over 50 transactions with an aggregate value in excess of £1 billion. The credibility earned by its team and some of its transactions, together with the strength of the market for technology companies, has enabled the business to grow very quickly over the last fifteen months. Over this period, the team grew from eight to twenty-six people. Lastminute.com and Argonaut Games plc, have recently completed IPOs on the London Stock Exchange. In addition, ARC International plc has recently announced its intention to float on the London Stock Exchange. NMI's team is drawn from a broad range of professional backgrounds reflecting the range of skills needed to advise early stage technology companies. Executives have joined from investment banking (CSFB, NMRothschild, Dresdner Kleinwort Benson, UBS Warburg, Lazard, Schroders and Merrill Lynch), consulting (LEK and OC&C), accounting (KPMG and Deloitte & Touche), law (Baker & McKenzie), newmedia (Hollinger Digital, Sky and boo.com) and venture capital (Mercury Asset Management). Part of NMI's success has been based on its contacts with entrepreneurs, the venture capital and investing communities and the technology industry. Prior to completion of the Acquisition, NMI will undergo a corporate re-organisation involving the incorporation of a new holding company, Glasshouse Associates, from which SPARK will purchase NMI. The holding company will retain most of the investments which NMI has made over the past four years. These include the shareholdings in SPARK itself and in EO plc. SPARK already has a shareholding in EO plc, and although SPARK believes EO plc to be a highly attractive investment, the cost of acquiring NMI's additional shareholding in EO plc would be too high in relation to SPARK's focus on early stage investments. SPARK will acquire as part of this transaction half of NMI's 32.6 per cent. shareholding in NewMedia Heads Limited, an executive search company focusing on placing executives into new economy companies, which was founded in February 2000. This company has experienced strong growth since its formation. Turnover of NMI for the years ended 31March 1999 and 31March 2000 was £505,013 and £2,064,361 respectively. Profits before tax for the same periods were £149,091 and £309,876. Net assets at 31March 2000 were £1,550,234 and at completion are expected to be approximately £500,000 following the proposed re-organisation and excluding the investments not being acquired by SPARK. Principal Terms of the Acquisition Under the terms of the Acquisition Agreement, SPARK has agreed to acquire the whole of the issued share capital of NMI from Glasshouse Associates for a consideration of approximately £10 million to be satisfied by the issue of the Consideration Shares. Under the Acquisition Agreement, Glasshouse Associates and the Warrantors have agreed to give normal warranties and certain indemnities in respect of taxation. In addition, Glasshouse Associates and the Warrantors have agreed not to compete with NMI for a period of one year following completion of the Acquisition Agreement. The Acquisition Agreement will only be entered into if SPARK shareholders pass the resolution to be proposed at the EGM being convened for 26 September 2000 and receipt of approval from the SFA to the proposed reorganisation of NMI and its subsequent acquisition by SPARK. Under the Founder Agreement, SPARK was granted an option to purchase 6,688 shares in NMI (approximately 10per cent. of the then issued share capital of NMI) for nil consideration at an aggregate subscription price of £2,000,000. The Independent Directors consider that it would not be in the interests of the Company to exercise this option prior to the acquisition of NMI having regard to the proposed acquisition price for NMI. Lock-In Arrangements The SPARK Shares currently held by NMI are to be transferred to Glasshouse Associates as part of the corporate reorganisation. Glasshouse Associates has agreed under the terms of the Acquisition Agreement not to dispose of these SPARK Shares or the Consideration Shares without the consent of the Company's Nominated Adviser on or before 28 October 2001, except in certain limited circumstances. These provisions reflect the lock-in arrangements that NMI entered into with SPARK and Peel Hunt when they initially subscribed for shares in SPARK in October 1999. Extraordinary General Meeting An extraordinary general meeting of the Company to be held at the offices of SPARK at 33 Glasshouse Street, London W1R 5RG at 11.15a.m. (or such later time as the Annual General Meeting of the Company convened for the same date shall have concluded or been adjourned) has been convened for 26 September 2000, at which a resolution will be proposed to authorise entry into the Acquisition Agreement and completion of the Acquisition. Recommendation Thomas Teichman and Andrew Carruthers are interested in the proposed Acquisition and, accordingly, have not taken part in the Board deliberations concerning the proposed Acquisition and neither of them, nor any persons connected with them, will vote at the Extraordinary General Meeting. The Independent Directors, who have consulted with Peel Hunt in this regard, believe the terms of the proposed Acquisition are fair and reasonable so far as Shareholders are concerned. In providing its advice, Peel Hunt has taken into account the Independent Directors' commercial assessment of the Acquisition. The Independent Directors intend to vote in favour of the Resolution in respect of their beneficial shareholdings amounting to 26,042,112 SPARK Shares (representing 8.56per cent. of the existing issued share capital of SPARK).
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