TIDMBONH
RNS Number : 1284Y
Bonhill Group PLC
17 August 2018
17 August 2018
Bonhill Group plc (previously Vitesse Media plc)
("Bonhill" or the "Company")
Completion of Acquisition and Placing
and
Admission
Bonhill Group plc (AIM: BONH), a leading B2B media business
specialising in three key areas: Business Information, Live Events
and Data & Insight, is pleased to announce completion of the
acquisition of the trade and assets of InvestmentNews for a total
consideration of $27.1 million (approximately GBP21.3million),
subject to adjustment for normalised working capital, completion of
the Placing to raise approximately GBP19.4 million and admission of
its Entire Share Capital to trading on AIM.
As previously announced, the total consideration payable in
respect of the Acquisition shall be satisfied by an initial cash
payment of $17.1 million (approximately GBP13.5 million) which is
payable immediately, a deferred element of $6.0 million
(approximately GBP4.7 million) which is payable under the
Promissory Note in cash over a 35 month period from 31 October
2018, with the balance of $4.0 million (approximately GBP3.1
million) being satisfied by the issue of the Consideration
Shares.
InvestmentNews is one of the market leading Business Information
and Data & Insight brands supporting the US financial adviser
and wealth manager community. Since its launch in 1997 as a weekly
publication, InvestmentNews has expanded the engagement with its
community through the launch of an award-winning website, live
events and research and data offerings.
InvestmentNews is a US market leader among its peer group
measured by the number of advertisement pages, size of digital
audience, amount of website traffic and the number of paid
subscribers and event attendees. It is a key information source for
US based advisers, which consists of over 300,000 financial
advisers, investment advisers, wealth managers, securities brokers,
insurance, accounting, banking, law and other financial
planning/investment professionals with over 150,000 weekly readers
of its InvestmentNews publication, on average 545,000 unique
monthly users, 1.6 million monthly page views of its
InvestmentNews.com website and over 1,250 attendees annually to its
live events. The business has 42 staff members and is headquartered
in New York.
InvestmentNews has a number of attributes which Bonhill believes
make it a highly attractive acquisition, namely:
-- it is active in the significant US financial advisory and
wealth management sector which the Directors believe has further
potential for growth;
-- it is a leading B2B media brand in that sector;
-- it has existing high margin revenue streams;
-- it has the potential to expand its Live Events and Data & Insight propositions;
-- the business has been underinvested while having the
potential for accelerated organic growth and accretive
acquisitions; and
-- it has an experienced management team.
For the year ended 31 December 2017, InvestmentNews reported
audited revenues of $16.754 million (2016: $17.244 million), and
profit before tax of $0.670 million (2016: $0.567 million), prior
to an allocated central cost of $4.428 million, which, for the
twelve months following Completion, is estimated to be
approximately $1.114 million. For the six months to 30 June 2018,
InvestmentNews traded ahead of budget and was approximately 15 per
cent. up on the same period last year. At the half year point, it
had booked revenue covering approximately 82 per cent. of its full
year budget.
Total Voting Rights
Following Admission, the Entire Share Capital comprises
34,299,978 New Ordinary Shares. Each New Ordinary Share has one
voting right. No New Ordinary Shares are held in treasury.
Accordingly, the total number of voting rights is 34,299,978. The
above figure may be used by Shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure Guidance and Transparency
Rules
Director and PDMR Shareholdings and Significant Shareholders
Following Admission, the interest of the Directors, PDMRs and
significant Shareholders are as follows:
Director and PDMR Shareholdings
Name Number of Ordinary Percentage of Entire
Shares Share Capital
Nileshbhai Sachdev 25,000 0.1%
Simon Stilwell 562,500 1.6%
David Brown 375,000 1.1%
Nicola Dowdall 25,000 0.1%
Anne Donoghue 4,534 0.1%
Fraser Gray 13,902 0.1%
James Robson (PDMR) 31,250 0.1%
Lawrence Gosling (PDMR) 62,500 0.2%
Significant Shareholders
Name Number of Ordinary Percentage of Entire
Shares Share Capital
Crain Communications, Inc. 3,815,338 11.1%
Unicorn Asset Management Limited 3,790,000 11.0%
Schroder Investment Management
Limited 3,750,000 10.9%
Herald Investment Management
Limited 3,302,240 9.6%
Downing LLP 3,236,250 9.4%
Legal & General Investment
Management Limited 3,062,500 8.9%
Anthony Cross 1,612,500 4.7%
Peter Tracey 1,125,000 3.3%
David & Monique Newlands 1,087,500 3.2%
Simon Stilwell, Chief Executive of Bonhill, commented:
"We are delighted to have acquired InvestmentNews and we welcome
our new shareholders onto the register. The Acquisition is a
transformational milestone for the Company and provides us with a
strong financial and operational base from which to execute our
growth strategy and to shape Bonhill Group plc into a leading
media, data and events provider."
Save as defined herein, capitalised terms have the same meaning
as in the Company's admission document published on 31 July 2018,
copies of which are available on the Company's website,
www.bonhillplc.com.
A US Dollar to Pounds Sterling exchange rate of $1.27:GBP1.00
has been applied where applicable throughout this announcement,
being the spot rate as at 4.30 p.m. BST on 16 August 2018.
-ends-
For further enquiries please contact:
Bonhill Group plc +44 (0)20 7250 7035
Simon Stilwell, Chief Executive
David Brown, Group Finance Director
Stockdale Securities Limited (Nominated
Adviser and Joint Broker) +44 (0)20 7601 6100
Tom Griffiths
Ed Thomas
David Coaten
Canaccord Genuity Limited (Joint Broker)
Simon Bridges
Richard Andrews
Ben Griffiths (ECM)
Sam Lucas (ECM) +44 (0)20 7523 8000
Taurus London (Lead Adviser) +44 (0)20 7959 7000
Peter Tracey
Tom Fyson
Tom Marriage
Belvedere Communications (Financial PR) +44 (0)20 3567 0510
John West
Cat Valentine
Kim van Beeck
About Bonhill Group plc
Bonhill Group plc is an AIM-quoted leading B2B media business
specialising in three key areas: Business Information, Live Events
and Data and Insight in three key sectors: Technology, Financial
Services and Diversity. Bonhill's ambition is to create content
that informs, communities that engage and brands that inspire in
order to enable a better business environment for our sponsors and
clients.
Bonhill's flagship titles include SmallBusiness.co.uk, Growth
Company Investor, Information Age, GrowthBusiness.co.uk and What
Investment. Bonhill is also responsible for a growing portfolio of
high-profile events, including The Quoted Company Awards, Women in
IT Awards and British Small Business Awards, amongst others.
For more information visit www.bonhillplc.com
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London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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