Tarsus Group plc (“Tarsus” or the “Company”), the international business-to-business media group, is pleased to announce that it has conditionally agreed to acquire from the Guangdong Home Textile Association and Association Member shareholders 65% of Foshan Huaxia Home Textile Development Co., Ltd. (“Foshan Huaxia”) (the “Acquisition”). Foshan Huaxia owns the Home Furnishing Expo (Hometex), the leading bi-annual home textiles exhibition in China.
Launched in 1997, Hometex takes place bi-annually in the spring and autumn each year in Shenzhen. The next edition of the event will be held in March 2017. The spring edition, the larger of the two events, occupies all of the available venue capacity, approximately 106,000m2 (2016) of gross space. There is a currently a waiting list for the spring event. The new exhibition centre planned for Shenzhen allows for potential expansion to take place from the 2019 edition onwards. The initial phase of the venue will see it triple in size to 300,000m2, potentially benefiting the wider Tarsus portfolio. The home furnishings market is now the fourth highest sector of family consumption in China. Guangdong province itself accounts for more than 50% of the Chinese home furnishing market by value. The Hometex brand has strong industry backing with one of the original shareholders being the Guangdong Home Textile Association. The Chinese Chamber of Commerce for textiles also has a long-term partnership with Hometex.
· Acquisition of 65% of Foshun Huaxia for an estimated cash consideration of RMB174m (approximately £19.3m), payable by way of initial consideration of approximately RMB116m (approximately £12.9m) with further payments of up to RMB58m (approximately £6.4m) in 2017 and 2018 subject to certain conditions.
· The maximum consideration payable is capped at RMB200m (approx. £22.2m).
· For the year ended 31 December 2015, Foshan Huaxia recorded unaudited profit before tax of approximately RMB22 million (approximately £2.4m) and had net assets of approximately RMB30 million (approximately £3.3m).
· The Acquisition is expected to be earnings accretive in the financial year ending 31 December 2017 and thereafter.
· The Acquisition will be funded from existing resources. Net debt is expected to be within our long term target range of 1.5 – 2.0 times net debt/ EBITDA at the end of 2017.
· The Acquisition is subject to normal governmental approval in China and is expected to complete in the first quarter of 2017, before the spring event.
· The remaining 35% of the shares in Foshan Huaxia will continue to be held by the Guangdong Home Textile Association and Association Member shareholders, who are also exhibitors at the events. The existing management will also remain in place.
Douglas Emslie, Tarsus Group Managing Director said: “Following the recent acquisition of Intex in Shanghai, we are delighted to be acquiring Hometex in Shenzhen. These are the two key trading hubs in China for Tarsus and we now have four of the largest exhibitions in Shenzhen. These acquisitions will further deepen our exposure to industries benefiting from the strong shift towards domestic expenditure that is underway in China, which is the second largest exhibition market in the world.
“Hometex is the dominant home textile event in China and the new exhibition centre in Shenzhen offers a significant organic growth opportunity. Hometex will work closely with our housewares and home interiors events in Istanbul and Jakarta to exploit the synergies between each of them to grow, broaden and internationalise the events. This represents a strong step forward in our Quickening the Pace growth strategy.”