Acquisition , Fundraising & Change of Dire...

The Core Business plc (the "Company" or "Core Business") Proposed acquisition of Amirose International Limited, Placing and Subscription for New Shares, Issue of Warrants and Convertible Loan Stocks, Admission to trading on AIM of the Ordinary Shares and the New Warrants, Trading Update and Change of Directors 3 July 2007 The Company is pleased to announce that it has entered into a conditional agreement to acquire, subject to shareholders' consent and Admission of the enlarged share capital of the Company to trading on AIM, the entire issued share capital of Amirose International Limited ("Amirose") for a total cash consideration of £2,600,000, (subject to a £1 for £1 increase or reduction if the net asset value of Amirose at Completion is greater or less than £1,234,000) to be financed in part by the issue of Placing Shares and Subscriber Shares, in part from available cash resources, and in part from the issue of the Convertible Loan Stocks. The Acquisition constitutes a reverse takeover for the purposes of AIM Rules and is, accordingly, conditional upon shareholder approval in general meeting. A document that contains information on the proposals and details of the EGM at which such approval will be sought has today been sent to shareholders. Additional information on the enlarged group can be found below. May Louise Jennings has today resigned as a Director of the Company. She will remain as an employee of the Company and the decision has been made to allow her to focus on developing the brand distribution and brand ownerships activities of the Company. Jack Gordon, the current Managing Director of Amirose, has agreed, subject to completion of the acquisition of Amirose, to join the board of the Company. Further details regarding Jack Gordon can be found below. For further information, please contact: The Core Business plc Stirling Murray, Chief Executive 020 7483 4300 Ellis Stockbrokers Limited Neil Badger 01293 517 744 ARM Corporate Finance Limited Nick Harriss 020 7512 0191 Information on the Enlarged Group Background to and reasons for the Acquisition When Core Business was admitted to trading on AIM in March 2006, the Directors stated that they saw an opportunity to build a beauty management group with the capability of generating capital growth through the development of its own or licensed brands, the ability to provide a full brand management consultancy service on behalf of clients and to distribute brands. The Directors believe that the acquisition of Amirose, which brings its own portfolio of brands, the ability to `white-label' products and an established distribution and logistics facility, represents a good opportunity to develop this strategy. The Directors believe that Core Business' network of retail contacts will help to facilitate the entry of Amirose brands into new channels of distribution and Amirose will provide Core Business with access to low cost manufacturing and packaging. Information on Core Business Core Business, which is based in Central London, was established in 2004 by its Chief Executive, Stirling Murray, to concentrate on the creation, development and distribution of personal care products and beauty brands from make-up and skincare to men's grooming and hair care. The Company's activities include: · Consultancy and brand management Projects have included launching and developing a range of brands on behalf of clients (including formulation, packaging, design and pricing), the preparation and implementation of UK entry strategies, creating brand and marketing strategies, advising on UK entry strategies and listing brands in mass and premium retail channels. · Brand distribution The Company has secured the exclusive UK distribution rights for a globally recognised beauty brand across a number of categories and has achieved a listing in Superdrug; the Company is negotiating the exclusive UK distribution rights for a number of other overseas brands. The Company is also negotiating a joint venture agreement with a French mass fragrance brand. · Brand ownership An important part of the Company's growth strategy is the ownership or licensing of brands; the Company now holds a 17.5 per cent interest in Blockhead Brands Limited, for which it recently launched the Blockhead sun care brand. Current trading Since Admission to AIM in March 2006, the Company has won seven new consultancy contracts, including one with Boots. The Company also launched the Blockhead range into premium retail outlets and through the retail websites www.mankind.co.uk, www.mann.co.uk and www.hqhair.co.uk. The Company has recently signed a five year agreement with Accesoires Beauté Cosmetique for the exclusive distribution rights in Great Britain for the leading French Elite Models Fashion beauty accessories and colour cosmetics brand, which features professional hair accessories, manicure products and colour cosmetics. Elite Models Fashion, which was founded in 1971, is one of the world's most prestigious modelling networks and has represented internationally famous models such as Monica Belluci, Naomi Campbell, Cindy Crawford and Linda Evangelista. The Company reached an exclusive arrangement with Superdrug to distribute the Elite Models Fashion beauty accessories brand exclusively in 100 Superdrug stores in March 2007. Agreement has subsequently been reached to roll out the product range to over 350 stores from August 2007. In addition the Company has reached an exclusive three year agreement to launch the colour cosmetics range in 200 Superdrug stores from September 2007. The Company has also signed a five-year agreement with Accesoires Beaute Cosmetique for the exclusive distribution rights in Great Britain for the Princesse Lili children's hair accessory brand. In addition, the Company has signed a two-year agreement with Filtral SA for the exclusive distribution rights for Elite Models Fashion sunglasses. Information on Amirose Amirose, which is based in Hainault, Essex, was incorporated in February 1997 by its Chief Executive, Jack Gordon, as a sales and marketing company specialising in both the mass market and budget sectors of the personal care and beauty business, serving both the professional and consumer beauty markets. It manufactures and distributes a wide range of cosmetic products and accessories under its own brand names to outlets such as Savers and Asda and to the independent pharmacy and drug sector. It also supplies own-label products to a number of retailers, including Marks and Spencer and Sephora. Relationships have been established with Far Eastern manufacturers, enabling Amirose to source products competitively at a low cost of goods and to benefit from strong margins. Amirose is in the early stages of developing its export market and has built a growing relationship with distributors in Australia and South Africa. The Directors believe that two brands sold by Amirose, Purederm and Skin Benefits have the potential to move into major retail chains in the UK. The following is a summary of the audited financial information of Amirose for the three financial years ended 30 June 2006 and the six months ended 31 December 2006. This summary has been extracted from the Accountants' Report set out in Part 4 of this document, which should be read in full. Six months Years ended 30 Juneended 30 December 2004 2005 2006 2006 £000 £000 £000 £000 Turnover 1,189 1,148 1,352 771 Gross profit 640 550 700 367 Operating profit 387 287 425 240 Pre tax profit 393 301 451 259 Directors and Proposed Director Directors Mark Nicholas Watson-Mitchell, aged 60, Non-Executive Chairman Mark is the Executive Chairman of both Addworth Plc, which is an `active capital investor', and Yellowcake Plc, an investor in uranium companies. He is also the Non-Executive Chairman of BestGames Holdings Limited, an investor in online and mobile gaming companies, Gaming Ventures Plc, a potential investor in the online and mobile gaming market, NCI Vehicle Rescue Plc, a vehicle assistance and recovery company and Oil and Gas Support Services Plc, which intends to provide specialist personnel, procurement and logistics management services. Mark has previously worked for four firms of stockbrokers and a fund management business and for the last thirteen years he has been increasingly active in investment research of smaller UK quoted companies. He is the principal of SQC Research, which specialises in preparing investment information and comment on smaller quoted companies for investment professionals. Stirling Michael Murray, aged 53, Chief Executive With a proven track record of developing brands Stirling has successfully managed companies in both turnaround and growth environments and has worked in the international cosmetics and fragrance industry for over 27 years. He has held senior UK and international management and board roles for industry leaders including Revlon, Estée Lauder, Rimmel and Bourjois (Chanel) and has led both subsidiary and regional businesses. Between 1998 and 2002, while he was the General Manager and a Director of Bourjois, its turnover grew from £16m to over £22m. Stirling has been a guest lecturer in Marketing at The London College of Fashion and is a frequent speaker at brand and industry conferences. He is also a director of Re-think Cosmetics Ltd, a 50 per cent. associate of the Company, and Blockhead Brands Ltd, in which the Company holds a 17.5 per shareholding. Alastair John Kennedy, aged 43, Finance Director Alastair is a Chartered Accountant with an extensive range of financial and commercial experience. He has considerable experience of working with businesses to achieve their strategic goals and establishing financial processes and systems to support rapid growth. After qualifying with Ernst & Young in London he spent his early career in Australia where he worked for large retail and building material companies. In 2000, he joined Electronic Arts, the world's largest interactive games developer where he provided financial and commercial leadership to their UK Studio. Alastair is Finance Director of Intandem Films Plc and Branded Entertainments Plc and has worked on a part-time basis for The Core Business since April 2006. Melissa Jane Gilmour (B.Comm, DipJ, ASI), aged 37, Non-Executive Director Having graduated with a commerce degree in New Zealand, Melissa gained significant merchandising, branding and retail experience as a territory sales manager for Bendit, at that time a leading Australasian hair accessories brand. Melissa came to the UK on a postgraduate scholarship in 1997 and subsequently worked in London as a research analyst for a number of companies. She subsequently spent three years preparing independent research notes on AIM and at the time OFEX companies for various London-based corporate advisers. She has worked as a research analyst for Axis International plc - a Mayfair based corporate finance company specialising in turnaround situations, and Griffin Corporate Finance Ltd, part of Griffin Group plc. Melissa is an Associate of the Securities Institute (ASI) and is an Executive Director of Addworth Plc. Proposed Director Jack Gordon, aged 61 Proposed Executive Director Jack opened his first hair salon in 1966 in partnership with his wife, Susan. Over the next 20 years they built a successful chain of 5 salons in Essex. The salons also sold beauty products, and eventually Jack started distributing beauty products wholesale as well as retail. In the 1990s, Jack decided to concentrate on the wholesale sector, selling the retail operations to fund expansion in this area. Amirose was incorporated in 1997, and since then, Jack has built this into a successful wholesale beauty products distribution business. Jack will also be subscribing £200,000 for 20,000,000 Ordinary Shares at 1p per Ordinary Share on completion of the Acquisition. Information Required Under Schedule 2(g) of the AIM Rules regarding Jack Gordon Current Directorships: Amirose International Limited. Directorships held in the last 5 years: Amirose (London) Limited Save as disclosed above, there is no further information that requires disclose regarding Jack Gordon under Schedule 2(g) of the AIM Rules Details of the Acquisition On 3 July 2007, the Company entered into the Acquisition Agreement with the Vendors under which the Company conditionally agreed to purchase all the issued share capital of Amirose. The consideration for the acquisition is £2.6 million, (subject to a £1 for £1 increase or reduction if the net asset value of Amirose at Completion is greater or less than £1,234,000) which will be satisfied entirely in cash. The cash consideration, together with the costs of the transaction is to be financed by the issue of Placing Shares and Subscriber Shares, from available cash resources, and the issue of the Convertible Loan Stocks. Completion of the Acquisition Agreement is conditional, inter alia, upon completion of the Placing, the passing of the Resolutions and Admission. The estimated cash expenses of the Proposals are £450,000. In addition, 4.45m shares are being issued at the equivalent to the Placing Price in settlement of fees of £44,500 in relation to the Convertible Loan Stocks and CEF. Details of the Placing The Company is raising, conditional, inter alia, upon Admission £1,000,000 (before expenses) through the Placing. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive in full all dividends and other distributions declared, made, or paid thereafter. Extraordinary General Meeting Set out at the end of this document is a notice convening the EGM to be held at the offices of Marriott Harrison at 12 Great James Street, London WC1N 3DR, at 9.30 am on 26 July 2007. The future development of the Enlarged Group The Enlarged Group will continue to develop the Core Business strategy, focusing initially on maximising the synergies and benefits of the Acquisition, including but not limited to: · The opportunity to expand the Amirose business by introducing Amirose to major retailers such as Superdrug, Boots, and Sainsbury, with whom the Core Business has established links; · The Directors also see an opportunity to increase sales and profitability through increasing export sales; · Maximising the potential for additional sales and profit through the cross- selling opportunities of each company's products and customers; · Generating savings by switching existing or future Core Business distribution agreements to Amirose's established distribution operation, based at its north east London warehouse; and · Accessing Amirose's manufacturing and packaging expertise to reduce Core Business's cost base for its licensed and own brands. Subscription The Directors, Addworth plc and others will be subscribing for Ordinary Shares at 1p per Ordinary Share as follows: Subscription Number of ordinary Shares Mark Watson Mitchell £15,625 1,562,500 Stirling Murray £20,625 2,062,500 Alastair Kennedy £10,625 1,062,500 Melissa Gilmour £3,125 312,500 Addworth Plc £50,000 5,000,000 Others £50,000 5,000,000 Jack Gordon will subscribe £200,000 for 20,000,000 Ordinary Shares at 1p per Ordinary Share on completion of the Acquisition. Details of the Convertible Loan Stocks and Committed Equity Facility ("CEF") Trafalgar Capital Specialized Investment Fund ("Trafalgar") have agreed to advance £500,000 under the terms of the Senior Convertible Loan and £350,000 under the terms of the Mezzanine Convertible Loan as part of the financing of the Acquisition. In addition, they are providing the CEF, a committed equity purchasing facility to provide additional working capital to the Company if needed. Warrants Warrants will be issued to Placees on a ratio of 1 Warrant for every 2 Placing Shares subscribed for. The exercise price of the Warrants is 1p per Ordinary Share, and may be exercised at any time up to and including the fifth anniversary of Admission. Warrants will be issued to subscribers to the Subscription on a ratio of 1 Warrant for every 2 Subscriber Shares subscribed for. The exercise price of the Warrants is 1p per Ordinary Share, and may be exercised at any time up to and including the fifth anniversary of Admission. 5,000,000 Warrants will be granted to ARM Corporate Finance Limited on Admission. The exercise price of the Warrants is 1p per Ordinary Share, and may be exercised at any time up to and including the fifth anniversary of Admission. 6,000,000 Warrants will be granted to Trafalgar on Admission. The exercise price of the Warrants is 1p per Ordinary Share, and may be exercised at any time up to and including the fifth anniversary of Admission. 8,500,000 Warrants will be granted to the Directors on Admission. The exercise price of the Warrants is 1p per Ordinary Share, and may be exercised at any time up to and including the fifth anniversary of Admission. An application will be made to admit the New Warrants (as described above) to Trading on AIM from the date of Admission.

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