Vitesse Media plc, the AIM quoted digital media and events business, is pleased to announce that it has conditionally agreed to acquire the trade and assets of InvestmentNews and a proposed conditional placing.
InvestmentNews is one of the market leading Business Information and Data & Insight brands supporting the US financial adviser and wealth manager community, and the Acquisition is highly complementary to all three pillars of the Company’s corporate strategy.
· The Company has entered into a conditional agreement to acquire the trade and assets of InvestmentNews for a total consideration of $27.1 million (approximately £20.7 million), subject to adjustment for normalised working capital (the “Acquisition”)
· The total consideration payable in respect of the Acquisition shall be satisfied by an initial cash payment of up to $16.1 million (approximately £12.3 million) payable on Completion, a deferred element of $6.0 million (approximately £4.6 million) payable under the Promissory Note and payable in cash over a 35 month period from 31 October 2018, with the balance of up to $5.0 million (approximately £3.8 million) being satisfied by the issue of shares in the Company on Admission at the Placing Price
· The Company also announces a proposed conditional placing of a minimum of 22,125,000 New Ordinary Shares and a maximum of 28,125,000 New Ordinary Shares at 80 pence per New Ordinary Share (equivalent to a placing price of 2 pence per share pre-Share Reorganisation) (the “Placing Price”) to raise a minimum amount of £17.7 million and a maximum of £22.5 million (in each case before expenses) by way of an accelerated bookbuild, which will be launched immediately following the release of this announcement (the “Placing”)
o Of the maximum sum, up to £5 million will be raised through the EIS/VCT Placing (each defined below) and up to £17.5 million will be raised through the non EIS/VCT Placing (in each case before expenses)
o Of the minimum sum, at least £4.2 million will be raised through the EIS/VCT Placing and at least £13.5 million will be raised through the non EIS/VCT Placing (in each case before expenses)
· The equivalent placing price of 2 pence per share pre-Share Reorganisation represents a discount of 41.2 per cent. to the Company’s closing mid-price share price on 30 July 2018. The actual Placing Price at which Placees will subscribe for Placing Shares is 80 pence per Placing Share as this will complete following the proposed Share Reorganisation
· Members of the Company’s board and senior management, as well as certain existing significant non-institutional Shareholders, intend to invest approximately £2.3 million in the Placing
· The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, is subject to Shareholders’ approval at a general meeting due to be held on 16 August 2018 (the “General Meeting”)
· Each of the Directors who holds Ordinary Shares and certain Shareholders have given irrevocable undertakings to the Company to vote in favour of the Resolutions in respect of their entire beneficial holdings of Existing Ordinary Shares, amounting to, in aggregate, 86,640,279 Existing Ordinary Shares, representing approximately 50.35 per cent. of the Existing Ordinary Share Capital
· Upon Admission, the Board intends to change the name of the Company to Bonhill Group plc and to undertake the Share Reorganisation, subject to Shareholders’ approval at the General Meeting
The Company is an AIM quoted leading B2B media business specialising in Business Information, Live Events and Data & Insight across three business communities, Technology; Financial Services; and Diversity. Since August 2017, the Company’s board of directors has undergone significant change and a new senior management team has been appointed. The Company now has in place an experienced board of directors and senior management team of the necessary quality, skill and substantial expertise, together with the required strategy, processes, infrastructure and controls to build and maintain a business of significant scale.
The Company’s corporate strategy is to transition to long term, “must have”, recurring revenue streams through:
· building market leading brands within its chosen business communities;
· developing high value core propositions; and
· and expanding beyond the UK and into large, or fast growing, international territories.
Vitesse’s chosen business communities share the following characteristics: significant scale; fast growing and rapidly innovating; and global coverage.
Proposed acquisition of InvestmentNews
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 Vitesse believes make it a highly attractive acquisition for the Company, 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.
Simon Stilwell, Chief Executive of Vitesse, commented:
“We are delighted to announce the acquisition of InvestmentNews. Since I joined Vitesse last year, we have overhauled the management team as well as the strategy and this is the first major step in executing on our growth plan.
“InvestmentNews is a leading brand in its community, it fits well into the Vitesse stable and provides the Company with the opportunity to pursue other bolt on opportunities to expand, especially in its events business. Its American presence further allows us to expand our reach geographically, a key aspect of our future strategy.
“We look forward to building InvestmentNews into our existing communities as we shape Vitesse into the leading media, data and events leader we believe it can be.”
KC Crain, President and Chief Operating Officer of Crain, commented:
“We launched InvestmentNews in 1997 and it has grown to become the market leader in Business Information, Live Event and Data & Insight for the Financial Adviser and Wealth Manager community in the United States. We are delighted to have chosen Vitesse as the new owner for the InvestmentNews brand and are confident that both customers and staff will be extremely well served with the business under their stewardship.”