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).