Tarsus Group plc (“Tarsus” or the “Company” and, together with its subsidiaries, the “Group”), the international business-to-business media group, is pleased to announce that it has reached agreement to sell 100% of Tarsus France Holdings SAS (the “French Business”) to Magellan VI SAS (the “Purchaser”) for a total consideration of €9.2 million (approximately £6.6 million) (the “Disposal”). The Disposal supersedes the earlier agreement, announced on 8 January 2014, pursuant to which the Group undertook to dispose of up to 18% of the French Business to CRG Consulting SAS (“CRG”).
Core to the Group’s “Quickening the Pace” strategy, which is focused on accelerating the financial returns to shareholders, is the targeting of the faster growing economies of the emerging markets and the US. The French Business, which owns a broad portfolio of exhibitions and conferences in France covering sectors including education, marketing, IT and the events and meetings industry, generated a profit before tax for the year ended 31 December 2014 of €0.9 million (approximately £0.6 million) and, as at 31 December 2014, had gross assets of €24.7 million (approximately £17.7 million). The Disposal is expected to be modestly dilutive to earnings per share in the current year and future years. The net proceeds from the Disposal will be used to strengthen the Group’s balance sheet and fund expansion in the Group’s core geographies.
Detailed terms of the Disposal
Tarsus will receive €9.2 million (approximately £6.6 million) in cash from the Purchaser for the French Business (the “Consideration”). €7.2 million (approximately £5.2 million) will be received at completion and a deferred payment of €2.0 million (approximately £1.4 million) is expected to be received prior to 31 December 2016 (the “Deferred Consideration”). The Consideration is subject to customary financial adjustments to reflect the amount of net financial debt in the French Business at completion of the Disposal. Payment of the Deferred Consideration is subject to fall-back arrangements which provide for the Group to take majority control of the Purchaser if the Deferred Consideration is not paid in cash by 31 December 2016, but the Company does not expect those arrangements to be implemented.
At completion of the Disposal, the Purchaser will be owned as to 50.03% by CRG and as to 49.97% by Fonds de Consolidation et de Développement des Entreprises II. The managing director of the French Business, Romuald Gadrat, owns 80% of the share capital and voting rights of CRG, with the remaining 20% held by Claire Gadrat. By virtue of being a director of the French Business, Romuald Gadrat is considered to be a related party for the purposes of the Listing Rules and the Disposal, therefore, constitutes a related party transaction. Consequently, the Disposal is subject to and conditional upon the approval of the Company’s shareholders at a general meeting.
Further details of the Disposal and a notice convening a general meeting to approve the Disposal will be sent to Tarsus shareholders in due course.
Douglas Emslie, Group Managing Director of Tarsus said:
“Since 2010 we have reshaped the Group’s portfolio to target a greater exposure to the US and emerging markets. In 2009, 53% of the Group’s revenue was generated in these markets and we expect this to increase to 85% in 2015 on a pro-forma basis.
“Further, our “Quickening the Pace” strategy has seen us increasingly focus on economies we believe offer the best opportunity for growth. The disposal of our French business will allow us to recycle capital and continue to invest in these higher growth economies.”