Disposal

RNS Number : 2507T

Asia Digital Holdings PLC

24 September 2010

 



Press release

24 September 2010

Asia Digital Holdings Plc

("ADH" or the "Company")

Disposal and Posting of Circular to Shareholders

The Board of ADH announces that it is today posting to Shareholders a circular (the "Circular") in relation to the proposed disposal of its wholly-owned subsidiary Deal Group Media Pty Limited  ("DGM Australia") and a Notice of General Meeting. The Circular and Notice of General Meeting shall shortly be available at the Company's website www.adhplc.com.

The Company has today entered into a conditional agreement for the disposal of one of its principal trading subsidiaries, DGM Australia to Comtel Corporation Limited ("Comtel"), a company publicly listed on the Australian Stock Exchange (ASX:CMO), for a consideration of AU$7,750,000. Consideration net of asset adjustment and before expenses of the transaction is expected to be in the range of AU$4,500,000 and AU$5,000,000.

ADH's principal operating activities are conducted through two core business lines - an outsourced sales house for digital media owners, AKTIV, and a business that delivers leads and sales for advertisers, DGM. DGM's delivery channels include an affiliate network and search engine marketing.

In an affiliate channel participant web site, owners are paid on results delivered for advertisers from digital promotion of the advertisers' offering, which typically entails consumers actually buying products and services. Results are tracked by DGM's technology environment and account management teams that service both advertisers and participating web site owners. Search engine marketing involves management of an advertiser's purchase of traffic/clicks through sponsored links on major search engines such as Google or Yahoo and/or web site optimisation for better positioning on search engines unpaid or natural listings.

DGM represents the bulk of sales and operating profit of the ADH Group, accounting for 95 per cent. and 89 per cent. of Group sales and operational profits respectively in the first half of 2010 and 91 per cent. and 86 per cent. of Group sales and operational profits respectively for the year ended 31 December 2009.

DGM's operational bases include Australia, India, Singapore and most recently China, with Australia dominating delivery.

DGM Australia has been in operation for 7 years and in Group terms, DGM Australia represented 75 per cent. and 84 per cent. of Group sales and operational profits respectively in the first half of 2010 and 66 per cent. and 81 per cent. of Group sales and operational profits respectively for the year ended 31 December 2009.

In the year to 31 December 2009, the Company reported an operational profit for its Australian operations the subject of the Disposal of £815,000 on revenues of £12,400,000.

The assets which are the subject of the Disposal will have a book value of approximately AU$8,400,000 on the day of Completion.

In acquiring DGM Australia, Comtel will also assume its trade creditors and other obligations of approx AU$7,100,000.  The main effects of the Disposal on the balance sheet of the Continuing Group are a substantial cash improvement leaving a cash balance of £1,700,000 and improvement of the net asset position from a negative £2,100,000 to a positive £1,300,000.

Post Completion, ignoring expected growth and planned cost savings, there will be a reduction in annualised Group sales from around £26,000,000 to £6,000,000, a reduction in annualised gross profit from £6,000,000 to £2,000,000 and a reduction in annualised EBITDA from a breakeven business to a £1,200,000 loss. Following the Disposal, ADH will have cash at bank and on hand of approximately £1,700,000 with which to pursue its strategic objectives and will have satisfied material creditors and partially settled the outstanding convertible loan.

The gross consideration for the Disposal consists of AU$7,750,000, the net amount of which shall be received by the Company in three tranches with the majority anticipated by the Board to be received within 20 days of Completion and a final payment of up to AU$1,000,000 deferred for thirteen months from Completion.

The net proceeds of the Disposal will make a material improvement to the Company's balance sheet to provide working capital and investment funds for Asian expansion. 

The proposed Disposal constitutes a fundamental change of business by the Group pursuant to Rule 15 of the AIM Rules.  In accordance with Rule 15, the Company is required to send a circular to Shareholders setting out the reasons for, and principal terms of, the Disposal and to seek Shareholders' approval for the Disposal.  A notice convening a General Meeting of the Company for 10.00 a.m. on 11 October 2010 to consider the Resolution is set out in the Circular and is being posted to Shareholders today.

The full text of the letter to Shareholders from David Lees, the Non-executive Chairman of the Company, which is included in the Circular, is set out below.

For further information, please contact:

Asia Digital Holdings plc
Adrian Moss, Chief Executive	Tel: [phone]
	www.adhplc.asia

Astaire Securities Plc
Gavin Burnell / Toby Gibbs	Tel:  [phone]
Katie Shelton (Corporate Broking)	www.astairesecurities.co.uk

Abchurch Communications
Heather Salmond / Nick Probert	Tel: [phone]
[e-mail]	www.abchurch-group.com

Definitions used in this announcement have the same meanings as given to them in the Circular unless the context requires otherwise.

1. Introduction

Following a strategic review of the Group's business it was decided to pursue a disposal of DGM Australia both to strengthen the Group's balance sheet and to facilitate further expansion of our business lines into Asia, which was our original intention when we relocated to Singapore in 2007.

The Company has conditionally exchanged contracts for the proposed sale of DGM Australia to Comtel for a gross consideration of AU$7,750,000, subject to net asset adjustment. Consideration after net asset adjustment and before expenses of the transaction is expected to be in the range of AU$4,500,000 and AU$5,000,000.

As the Disposal would result in a fundamental change of business by the Company under the AIM Rules, shareholder approval is required and therefore a General Meeting is being convened for 10.00 a.m. on 11 October 2010.

The purpose of the Circular being sent to Shareholders today is to convene the required General Meeting and to set out the reasons for, and principal terms of, the Disposal and to seek Shareholders' approval in accordance with Rule 15 of the AIM Rules. The Directors, who are interested in aggregate, in 58,206,803 Ordinary Shares, representing approximately 8.21 per cent. of the Company's issued share capital, have irrevocably undertaken to vote in favour of the Resolution.

Set out below is further information relating to DGM Australia, the Disposal and the strategy for the Continuing Group.

2. Information on the business of the Group and DGM Australia

ADH's principal operating activities are conducted through two core business lines - an outsourced sales house for digital media owners, AKTIV and a business that delivers leads and sales for advertisers, DGM. DGM's delivery channels include an affiliate network and search engine marketing. In an affiliate channel participant web site, owners are paid on results delivered for advertisers from digital promotion of the advertisers' offering, which typically entails consumers actually buying products and services. Results are tracked by DGM's technology environment and account management teams that service both advertisers and participating web site owners. Search engine marketing involves management of an advertiser's purchase of traffic/clicks through sponsored links on major search engines such as Google or Yahoo and/or web site optimisation for better positioning on search engines unpaid or natural listings.

DGM represents the bulk of sales and operating profit of the Group, accounting for 95 per cent. and 89 per cent. of Group sales and operational profits respectively in the first half of 2010 and 91 per cent. and 86 per cent. of Group sales and operational profits respectively for the year ended 31 December 2009. DGM's operational bases include Australia, India, Singapore and most recently China, with Australia dominating delivery. DGM Australia has been in operation for 7 years, whilst dgm India Internet Marketing Private Limited in India has been operating for 4 years, dgm Asia Pacific Limited in Singapore 3 years and ADH (Shanghai) Information Consulting Co., Ltd in China only a few months.

In Group terms, DGM Australia represented 75 per cent. and 84 per cent. of Group sales and operational profits respectively in the first half of 2010 and 66 per cent. and 81 per cent. of Group sales and operational profits respectively for the year ended 31 December 2009. Group sales revenue included client spend on search engines. In August 2010, DGM Australia's largest agency client, Omnicom internalized billings relating to its clients and is now dealing direct with the search engines. Although this has had no direct impact on the Group's profitability, both the sales figure and the cost of sales figures are reduced. This shift in billings will reduce the percentage of Group sales that DGM Australia represents to 61 per cent. and 43 per cent. for H1 2010 and full year 2009 respectively.

(source: segmental reporting)

3. Background to and reasons for the Disposal

Since the relocation of the central DGM team to Singapore in early 2007 and the disposal of a controlling stake in the DGM UK business to a management team, also in 2007, the Group has been focused on the Asia continent as a material opportunity to leverage its experience in the digital advertising space. Specifically, the Group's strength has been a focus on delivering real customers for advertisers on a pay-per-performance pricing model. The pursuit of a tangible return on digital advertising spend is increasingly the dominant driver of marketing spend allocation.

The DGM launch in Asia was executed from a base in Singapore to service the South East Asia region with the intention of expanding into the more lucrative regions of Asia once brand and operating models had been proven.

Throughout the initial period the Asian operation was funded by the DGM Australia business. That business had been consistently profitable and cash generative whilst enjoying an increasing, stable market position solidified by several years on the ground.

Over the three-year period in Asia, the Group has traded through a global recession and seen much slower than expected evolution of the digital market place, however with the results for H1 2010 trading has shown a return to positive EBITDA trading.

The global economic climate was unexpected and hit consumer confidence generally with consumers buying fewer products online and our sales driven DGM business saw a material downturn in its affiliate business. DGM Australia experienced the largest impact within the Group.

In light of worse than expected operating performance, predominantly in Australia, and poor delivery in Asia driven by slow market evolution, further expansion into Asia has not been feasible and expansion became secondary to maintaining a solvent operation.

Despite trading in the first half of 2010 showing a material improvement in sales, gross profit and a reversal of an EBITDA loss of £780,000 in H1 2009 to a marginal EBITDA profit, the last three years have left the Group with a weak balance sheet and unable to complete its expansion into the more lucrative parts of Asia.

The process of disposing of the DGM Australia operation was motivated by the desire to strengthen the balance sheet and facilitate further Asian expansion and was commenced in the last quarter of 2009.

The recent entering into administration of DGM UK has made the Disposal more essential.

The DGM UK business, an operation in which ADH has held a 49 per cent. residual holding and no management responsibility, entered into administration in mid-July 2010. Although this operation was both remote in insolvency terms and managerially independent from ADH, there were direct impacts on ADH as DGM UK owned the hardware on which ADH's residual DGM business operated its affiliate channel. ADH management moved to secure those assets from the DGM UK administrators and reported via RNS in August 2010 that that objective had been successfully achieved. Upon news that DGM UK had been placed into administration a key supplier to, and creditor of, the Asian operation - Google, placed a hold on all credit for the Asian and Australian businesses, effectively stopping the Group's search engine marketing activity around the region. An intensive credit review was requested by Google US who sought clarity post the announcement of DGM UK's administration. The facilities with Google were quickly reinstated as the Group worked with regional Google teams to get them comfortable with the Group's position. However, as part of their risk mitigation strategy they requested that certain billing relationships, notably with Omnicom in Australia, were moved from the local operation to Omnicom. The shift in billing is now in place and would reduce reported sales and cost of sales in the DGM Australia operation by approximately £10,500,000 for a full year. There would however be no impact on gross profit for the Group.

The Group has relied on a sales ledger funding facility with Commonwealth Bank of Australia, based on the Australian sales. One indirect effect of the shift in billing relationship is to reduce our available drawdown from this sales ledger funding facility by approximately £550,000. This reduction, effective from August 2010 billings, would lead to a reduced drawdown in September and October 2010.

In the absence of alternative funding, a reduction in the facility of this magnitude makes the Proposal essential to maintain the ongoing solvency of the Group.

As at 31 August 2010, the Company had cash at bank and on hand of approximately £390,000. If the Resolution is not passed and the Disposal does not complete, the funds to be received as consideration for the Disposal will not be available to the Company. In addition, the Company would be liable to pay a 'break fee' in respect of the aborted Disposal of AU$150,000. In these circumstances the Company would be required to seek further funding for payment of the break fee, and additional funding to pursue its objectives. There can be no guarantee that should the Disposal not proceed, this funding would be available to the Company, and on terms acceptable to the Company.

4. Key Terms of the Disposal

Pursuant to the Share Sale Agreement, Comtel has agreed that it will purchase the entire issued share capitals of DGM Australia from ADH, for a gross consideration of AU$7,750,000 in cash paid in staggered intervals as follows:

(a) gross consideration of AU$2,100,000 less associated costs shall be paid on Completion;

(b) within five days of the date that the net assets of DGM Australia are agreed between the Company and Comtel a further sum of AU$4,650,000 will be paid to the Company however this amount shall be adjusted up or down by the amount that the net assets are more than or less than zero; and

(c) a final deferred payment of AU$1,000,000 is split in to two portions and will respectively be made to the Company:

(i) (as to the first portion) in one payment or in installments (to the extent applicable) on the date that the Company has either (i) obtained a satisfactory private tax ruling in relation to the affairs of DGM, (ii) had a satisfactory tax audit, (iii) had an opinion from a satisfactory tax accountant provide an opinion on any potential tax exposure which is then insured, (iv) expiry of any tax limitation periods or (v) 5 years (collectively (i) to (v) are "Satisfying Criterion"); and

(ii) (as to the second portion) on the later of thirteen months after Completion and (to the extent applicable) upon one or more of the Satisfying Criterion applying.

thirteen months afterCompletion. The Board estimates that the net amount to be retained by the Company after costs of the Disposal and adjustments will be in the range of $AU4,500,000 to AU$5,000,000.

A summary of the principal points of the Share Sale Agreement is set out in the Circular to Shareholders.

5. Future Strategy of the Group Following the Proposed Disposal

Following completion of the Disposal, ADH will have cash resources of approximately £1,700,000 along with up to £607,000 of deferred consideration expected thirteen months post the date of Completion. The Directors intend to continue to seek a return to profitable trading through organic evolution and cost mitigation.

The Group will have a pure focus on Asia and will seek an evolution of the embryonic operation in China and the existing operations in India and South East Asia. The Group intends to invest in marketing whilst mitigating the central costs of the Group. A reduction in the non-revenue generative central team is planned such that it will provide core financial and human resource services only.

In addition, following the Disposal the Board plans migration of the residual DGM business to a more appropriate technology platform. This is expected to be completed by the beginning of the final quarter with the majority of costs of this process already expensed.

The Group has already taken steps over the past 18 months to reduce corporate overheads and following the completion of the Disposal, this expenditure will continue to be kept to a minimum.

6. Information on Comtel

Comtel is an company publicly listed on the Australian Stock Exchange (ASX:CMO) with two key business units. It is a leading permission-based online and mobile advertising business and a mobile phone operator under the Vodafone network.

Through its Empowered business unit, ComTel has built a database of approximately 550,000 members that agree to receive advertising messages in exchange for rewards. ComTel also operates several pre and post paid mobile brands via a network contract with Vodafone.

For the year ended 30 June 2009, Comtel recorded revenues of AU$30,836,000 with EBITDA of

AU$5,819,000 and losses after tax of AU$2,554,000. As at 30 June 2009, Comtel had total interest bearing debt of AU$6,050,000, cash of AU$2,330,000 and net assets of AU$16,740,000.

As at 22 September 2010, the market capitalisation of Comtel was AU$8,690,000.

Further information on ComTel can be found on their corporate website: www.comtelcorporation.com.au

7. Consideration and Use of Proceeds

The gross consideration for the Disposal consists of AU$7,750,000, the net amount of which shall be received by the Company in three tranches with the majority anticipated by the Board to be received within 20 days of Completion and a final payment of up to AU$1,000,000 deferred for thirteen months from Completion.

The net proceeds of the Disposal will make a material improvement to the Company's balance sheet to provide working capital and investment funds for Asian expansion.

In the last few weeks the Group has completed the legal corporate formation in China of a Wholly Owned Foreign Enterprise ("WOFE") and are at the later stages of a technology upgrade that facilitates working in local language across the region.

Adrian Moss, the Group's CEO, has now relocated to Shanghai from mid September 2010 and will be spearheading our Chinese evolution having spent some time establishing relationships that it is hoped will allow for an expedited evolution of both the residual DGM and the AKTIV business lines.

In addition it is expected that the convertible loan from John Porter, the Group's former chairman, of £500,000 plus accrued interest at 15 per cent. will be partially settled with 50 per cent. remaining for repayment or conversion at a later date.

8. Financial effects of the Disposal

In the year to 31 December 2009, the Company reported an operational profit for its Australian operations the subject of the Disposal of £815,000 on revenues of £12,400,000. The assets which are the subject of the Disposal will have a book value of approximately AU$8.4 million on the day of Completion. In acquiring DGM Australia, Comtel will also assume its trade creditors and other obligations of approx AU$7.1 million.

The main effects of the Disposal on the balance sheet of the Continuing Group are a substantial cash improvement leaving a cash balance of £1,700,000 and improvement of the net asset position from a negative £2,100,000 to a positive £1,300,000.

Post Completion, ignoring expected growth and planned cost savings, there will be a reduction in annualized Group sales from around £26,000,000 to £6,000,000, a reduction in annualised gross profit from £6,000,000 to £2,000,000 and a reduction in annualised EBITDA from a breakeven business to a £1,200,000 loss.

Following the Disposal, ADH will have cash at bank and on hand of approximately £1,700,000 with which to pursue its strategic objectives and will have satisfied material creditors and partially settled the outstanding convertible loan.

9. Irrevocable Undertakings

ADH has received irrevocable undertakings from the Directors in their capacity as Shareholders in respect of 58,206,803 Ordinary Shares representing in aggregate approximately 8.21 per cent. of the Company's issued share capital to vote in favour of the Resolution.

10. General Meeting

To implement the Proposal, the approval of Shareholders is required and, accordingly, a notice has today been sent to Shareholders convening a General Meeting of the Company to be held at the offices of Howard Kennedy, 19 Cavendish Square, London W1A 2AW at 10.00 a.m. on Monday 11 October 2010.

11. Recommendation

The Directors are unanimously in favour of the Proposal, which they consider is in the best interests of Shareholders. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolution, as they have irrevocably undertaken to do in respect of their own beneficial shareholdings which amount in aggregate to 58,206,803 Ordinary Shares, representing approximately 8.21 per cent. of the Company's issued share capital.

David Lees

Non-Executive Chairman

-ENDS_

 

END

 

 

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