22nd Jul 2005 10:14
First Artist Corporation PLC22 July 2005 22 July 2005 First Artist Corporation plc Proposed Acquisition and Placing Summary • First Artist Corporation plc ("FAC"), a pan-European footballmanagement and representation group, today announces the proposed acquisition ofABG Financial Management Limited ("ABGFM") for a maximum consideration of £3million in cash and shares with an initial issue and allotment to the Vendors of1.25 million Initial Consideration Shares and £1.3 million in cash. • Deferred Consideration will be payable on the achievement by ABGFM ofcertain financial performance targets over the next two years. • The acquisition and ongoing working capital requirements of theEnlarged Group will be funded through a new committed banking facility totalling£1 million provided by AIB Group (UK) p.l.c. and a Placing. • Under the terms of the Placing Agreement, Shore Capital hasconditionally placed 25,000,000 new Ordinary Shares at 5p per share to raise£1.25 million, before expenses. • Based in London, ABGFM was established in 1987 as an IFA and has a totalof 16 staff. ABGFM's principal activity is to provide a range of taxation andfinancial consultancy services to a growing number of clients includingcorporate entities, sportsmen and media personalities. • ABGFM has continued to grow profitably since inception and, in thefinancial year ended 30 June 2004, had turnover of £1.6 million and profitbefore tax of £0.4 million. • The acquisition of ABGFM constitutes a reverse takeover under the AIMRules and is subject inter alia to Shareholders' approval. A document is beingsent to Shareholders today containing notice of an EGM to be held on 15 August2005. The Board believes the acquisition of ABGFM by FAC to be an excellent strategicfit and in particular believes that: • it represents a significant step in FAC's strategy to enhance andstrengthen the Group's service offering to its clients by adding a wealthmanagement capability to the range of services already available; • it satisfies FAC's strategic objective of diversifying and reducingits dependence on the seasonal football market by developing a broader businessin the key areas of wealth management, sports player representation, talent andpersonality management and event and promotion management; and • it introduces FAC's clients to ABGFM's range of financial services. Commenting on the acquisition, Jon Smith, Chief Executive of First Artist, said: "We outlined our strategy to grow by acquisition and are delighted to haveannounced this first significant transaction today. "We have had a working relationship with ABGFM for a number of years and arevery pleased to have acquired what is a high quality business. This acquisitionwill be easily integrated within the Group. "We remain focused on diversifying and reducing our dependence on the seasonalfootball market and the acquisition of ABGFM has set our strategy in motion." In addition, FAC today announced interim results for the six month period ended30 April 2005. For further information: First Artist Corporation plc Jon Smith, Chief Executive Tel. +44 (0) 20 8900 1818 Richard Hughes, Finance Director Shore Capital Alex Borrelli Tel. + 44 (0) 20 7408 4090 Smithfield Consultants George Hudson Tel. + 44 (0) 20 7360 4900 22 July 2005 First Artist Corporation PLC Proposed Acquisition and Placing The Board announces today that First Artist has agreed, subject inter alia toShareholders' approval, to acquire ABG Financial Management Limited ("ABGFM")for an initial consideration of £1.3 million in cash and the issue and allotmentto the Vendors of the Initial Consideration Shares. ABGFM is a company whoseprincipal activity is that of acting as financial adviser and consultantproviding a range of taxation and financial services. The Acquisitionrepresents a significant step in First Artist's strategy to enhance andstrengthen the Group's service offering to its clients by adding a wealthmanagement capability to the range of services already available. The Acquisition and the ongoing working capital requirements of the EnlargedGroup will be funded through a new committed banking facility totalling £1million provided by AIB and a Placing of 25 million Placing Shares at 5p pershare to raise approximately £1.25 million, before expenses. In view of its size, the Acquisition will constitute a reverse takeover underthe AIM Rules and is therefore conditional inter alia upon the approval ofShareholders at the EGM to be held at Bond Street House, 14 Clifford Street,London W1S 4JU on 15 August 2005. If the Resolutions are passed at the EGM, theCompany's existing quotation on AIM will be cancelled and the Company will applyfor the Enlarged Share Capital to be admitted immediately to trading on AIM. Background and reasons for the Acquisition First Artist is a pan-European football management and representation groupactive in the UK and across Europe whilst developing its presence in Asia andthe US. First Artist's primary business activity is (and has, during the HistoricFinancial Period, been) the representation of the commercial interests ofprofessional footballers, sports commentators and leading personalities in thisfast-moving market. The majority of First Artist's revenue is generated from thetransfer of its football player clients from one club to another, where theCompany receives commission from transfer fees, signing-on fees and players' newremuneration packages. First Artist also has strong relationships with footballclubs, which engage First Artist to identify potential transfer targets andbuyers for their existing players (some of those players retain First Artist ona continuing basis). The Group is experienced in promotional work and event management havingarranged the 2001 World Sport Awards at the Royal Albert Hall, promoted MikhailGorbachev's lecture tour in 1993 and the golden jubilee celebrations on behalfof Her Majesty's Government for VE day and VJ day in 1995. The Group was alsoresponsible for promoting the NHL and the NBA to the UK. Strategic objectives The Board, in order to broaden the services currently offered by the Group toits clients, has developed a strategy to diversify and reduce the Group'sdependence on the seasonal football market by developing a broader businessutilising its skills in personality and player management. The Group istherefore proposing to expand (by both organic growth and acquisition) in thefollowing areas: • wealth management (to be aimed at corporations and high networth individuals including sporting and media personalities); • sports player representation; • talent and personality management; and • sports and other events and promotions management. In order to achieve these objectives, the Board has been actively seekingsuitable acquisitions to broaden the commercial base of the Group intonon-football related sectors whilst utilising its core-skills and is currentlyin initial discussions with a view to acquiring a private corporate eventmanagement business. Wealth management Over the past twelve months the Board has identified and evaluated a number ofpotential acquisition opportunities, and is delighted to have found ABGFM, aLondon based independent financial adviser. The majority of ABGFM's clients arehigh net worth individuals, a number of whom are within the corporate, sport andentertainment sectors, which complements the Board's intention to add a wealthmanagement capability to the Company's current product portfolio. Notwithstanding this diversification, the Board still believes firmly that theglobal football market offers exciting growth potential. This, combined with theGroup's recognised First Artist brand in football, leads the Board to concludethat the Company is extremely well positioned to capture this growth and developfurther areas complementary to the Group's existing product portfolio. The Board believes the acquisition of ABGFM to be an excellent strategic fit. Information on ABG Financial Management Limited ABGFM is a financial advisory and consultancy company based in London operatingas an independent financial adviser ("IFA") with a total of 16 staff. It wasestablished in 1987 by ABG (a provider of audit, accountancy, tax and businessconsultancy services) and Sean Scahill (managing director) in order to marketindependent services to ABG's client base. Sean Scahill and fellow directorPeter Kelsey (who joined ABGFM in 1997) are beneficially interested in 35 percent. in aggregate of ABGFM with the balance held by certain partners of ABG (ortheir connected persons). ABGFM has continued to grow profitably since inception and now has a core baseof six FSA registered advisers with a growing number of clients includingcorporate entities, sportsmen and media personalities. ABGFM has strongrelationships with a number of financial product providers including StandardLife, Prudential and Legal & General. Approximately 98 per cent. of ABGFM'sincome is commission based, generated from new business and renewals ofpolicies, with the remainder being derived from fees. ABGFM's range of services includes (and has for at least the period since 1 July2001, included) retirement planning, taxation planning, mortgages, insuranceschemes, corporate keyman insurance, group pensions and investment planning.Pension planning represents the largest proportion of income generated by ABGFMand amounted to approximately one third of total revenues over the previous twoyears. ABGFM has invested in its software for the comprehensive management ofits business including payments, client data and compliance. As an IFA, ABGFM is authorised and regulated by the FSA. It regards the recentsignificant increase in financial services industry regulation as positive andis a promoter of best practice, including the recent amendment requiring theintroduction of charging menus for clients, which ABGFM has been operating forsome time. In fact, ABGFM foresees positive advantages to be gained from theforthcoming simplification of pensions rules known as "A" day. The Directors believe that there is considerable potential for the developmentof ABGFM's business through the training and recruitment of additionalconsultants and the extension of its client base in addition to theopportunities for marketing to First Artist's own complementary client base. Financial information on ABGFM The table below summarises the profit and loss accounts of ABGFM for the threeyears ended 30 June 2004 and the nine months ended 31 March 2005. Detailedfinancial information on ABGFM is set out in Parts III and IV of the Document.The summarised historical results of ABGFM set out below have been extractedwithout material adjustment. Year Year Year Period ended ended ended ended 31 March 30 June 30 June 30 June 2005 2002 2003 2004 £'000 £'000 £'000 £'000 (Unaudited ) (Audited ) (Audited ) (Audited )Turnover 1,661 1,292 1,607 1,165 Gross profit 1,660 1,287 1,607 1,165 Operating profit 557 173 424 360 Profit on ordinary activities before taxation 560 176 428 365Taxation ( 109 ) ( 35 ) (130 ) (105 ) Profit on ordinary activities after taxation 451 141 298 260 Financing the Acquisition In addition to the proceeds of the Placing, the five year New Banking Facilitywhich First Artist has entered into with AIB is a committed facility totalling£1 million (conditional, inter alia, on the Placing). Further details of the NewBanking Facility are set out in paragraph 8.1.5 of Part VII of the Document. Theinitial cash consideration of the Acquisition is £1.3 million. The Board believes that the level of gearing that will result if theShareholders approve the Acquisition will be acceptable given the cashgenerative nature of the Enlarged Group and it is envisaged that borrowinglevels will be steadily reduced. The Directors are confident that the EnlargedGroup will retain sufficient financial flexibility to continue to invest indeveloping its businesses. Principal terms of the Acquisition Agreement The Company has agreed to acquire ABGFM for a maximum consideration of £3million (comprising the Initial Consideration and the Deferred Consideration)conditional on approval of the Resolutions, Placing, the New Banking Facilityand Admission. Deferred Consideration will be payable on the achievement by ABGFM of averagenet profits exceeding: (a) £400,000 in respect of the two 12 month financial periods of ABGFM from1 July 2004 to 30 June 2006 ("First Threshold"); and (b) £425,000 in respect of the two 12 month financial periods of ABGFM from1 July 2005 to 30 June 2007 ("Second Threshold"). If the First Threshold is exceeded, the Vendors will receive: (a) notional value of £3.25 for every £1 of excess which will be satisfiedas to the first £350,000 in cash and thereafter, at the Company's election, incash or (provided the Ordinary Shares are quoted) by the issue of DeferredConsideration Shares; and (b) 1.25 Deferred Consideration Shares for every £1 of excess (provided theOrdinary Shares are quoted, failing which further cash would be payable). If the Second Threshold is exceeded, the Vendors will receive: (a) notional value of £3.25 for every £1 of excess which will be satisfiedas to the first £350,000 in cash and thereafter, at the Company's election, incash or (provided the Ordinary Shares are quoted) by the issue of DeferredConsideration Shares; and (b) 1 Deferred Consideration Share for every £1 of excess (provided theOrdinary Shares are quoted, failing which further cash would be payable). Pursuant to the Acquisition Agreement, each Vendor has undertaken to the Company(save in limited circumstances) not to dispose of any Consideration Shares for aperiod of twelve months following allotment and thereafter will only dispose ofConsideration Shares via the Company's stockbrokers, so as to maintain anorderly market. The Acquisition Agreement contains various warranties and indemnities from theWarrantors in favour of the Company regarding ABGFM's business and tax position. Further information on the Acquisition Agreement is set out in paragraph 8.1 inPart VII of the Document. Information on First Artist First Artist is a pan-European football management and representation groupwhich is active in the UK and across Europe. The Group has undertaken somenotable transfers during the current trading window. The Group has offices inLondon and Milan and is developing its presence in the Far East and US withoutsignificant additional central overhead. History and development First Artist's business was started in 1986. The Company's then issued sharecapital was admitted to trading on OFEX on 26 March 2001. In December 2001 FirstArtist's shares were admitted to trading on AIM and it acquired FIMO (whichprovides professional football representation and consulting services tofootball players and clubs) and thereby its Italian subsidiary Promosport srl. The demise of ITV Digital in May 2002 and the impact on European football clubs'income from the restructuring of the pan-European television rights market bothhad an adverse effect on the liquidity of the European transfer market during2002 and 2003. Furthermore, during 2003, the Company's business was adversely affected by thechanges to the football regulatory environment and the consequent imposition ofspecified football trading windows (of one month during January of each year andthree months from 1 June in each year). As a result of the decline at this timein the continental European marketplace, the Group initiated a majorrationalisation programme, which resulted in the closure of some offices and thetermination of a number of employment contracts. Head-count of the Group wasreduced by approximately 40 per cent., which contributed to a Group saving ofaround £1.6 million. The Group (together with other interested parties) is currently in discussionswith UK football regulatory bodies regarding the introduction of aself-regulatory code of conduct for football agents which the Directors hopewill improve the transparency and integrity of the football transfer market. Sports representation In January 2005, the Company acquired the staff, player contracts and businessassets of Mel Stein's Team Sports Management Limited and merged this operationinto the Group's London based office. This acquisition has strengthened theLondon operation both operationally and from a player resource perspective. First Artist represents a significant number of players and, in the summer of2005, the Company has successfully negotiated the transfers of Andy O'Brien(Newcastle to Portsmouth), Kevin Phillips (Southampton to Aston Villa) andMikael Forssell (Chelsea to Birmingham) amongst others. Whilst the Group's business diversification strategy continues to be a priority,should further suitable opportunities present themselves in the football market,then the Group intends to pursue these. The Group is currently working withother leading European agency operations, senior European clubs and leagues toenhance the position, reputation and transparency of the football transfermarket and in particular the role of the football agent. Commercial and media The Company's commercial and media department is continuing its organic growthand now represents over 20 sports and media personalities. The department isexpanding to include personalities outside sport and a lead theatrical role inthe West End was recently secured for one of the Company's new clients. Corporate The launch of the Company's corporate division in September 2004 is provingsuccessful and activity is increasing as different markets are targeted andreached. The corporate department has recently completed negotiations to marketexclusively a new interactive supporter's product and is working to promoteseveral major events at leading sporting venues. All aspects of this divisiongive the Directors confidence of increased activity over the coming year. Financial information on First Artist The table below summarises the profit and loss account of the Group for the yearended 30 June 2002, the period ended 31 October 2003, the year ended 31 October2004 and the six months ended 30 April 2005. Detailed financial information onthe Group is set out in Parts V and VI of this Document. The summarisedhistorical results of the Group set out below have been extracted withoutmaterial adjustment. Year ended Period Year ended Interim 30 June ended 31 October Period ended 2002 31 October 2004 30 April £'000 2003 £'000 2005 (Audited) £'000 (Audited) £'000 (Audited) (Unaudited)Turnover 6,700 4,229 3,975 1,045 Gross profit 5,454 3,082 2,832 977 Operating profit/(loss) before goodwill 2,009 (3,020 ) ( 355 ) ( 297 )amortisation Profit/(loss) on ordinary activities before 642 (15,006 ) ( 493 ) ( 312 )taxationTaxation (321 ) 414 167 28 Profit/(loss) on ordinary activities after 321 (14,592 ) ( 326 ) ( 284 )taxation Current trading and prospects For the first six months of this financial year to 30 April 2005, which onlyincludes the one month January trading window, like for like continuing grossprofit rose slightly in the period compared to last year, with overheads falling14 per cent. to £1.2 million. After exceptional charges, this resulted in anoperating loss for the period of £0.3 million compared to a loss of £0.49million in the corresponding period last year. The Group loss for the period was£0.28 million after deducting a £0.05 million loss incurred due to the closureof the Swiss and Singapore offices (2004: loss £0.39 million). Trading conditions in the UK and European football market have stabilised andthe Board remains confident as regards its prospective 2005 turnover. That said,there remains a natural level of uncertainty in the marketplace and visibilityof earnings continues to be unpredictable. Current trading at ABGFM continues to be profitable and the Directors believethat average sales per consultant are significantly ahead of the industryaverages. The Placing and the Initial Consideration Shares First Artist has agreed, subject, inter alia, to obtaining Shareholders'approval and the Placing, to acquire ABGFM for an initial consideration of £1.3million in cash and 1.25 million Initial Consideration Shares. The Companyproposes to raise approximately £1.25 million (before expenses) by the issue of25 million Placing Shares at the Placing Price. The Placing Shares and the Initial Consideration Shares will rank pari passu inall respects with the Existing Ordinary Shares, including the right to receiveall dividends and other distributions declared, made or paid after theapplicable dates of allotment. The Placing is conditional, inter alia, upon the Placing Agreement becomingunconditional in all respects and not being terminated in accordance with itsterms; the passing of the Resolutions; and Admission. Further details of thePlacing Agreement are set out in paragraph 8.1.2 of Part VII of the Document. Application will be made for the New Ordinary Shares to be admitted to tradingon AIM. It is expected that Admission will become effective and that dealingswill commence on 17 August 2005. The New Ordinary Shares will representapproximately 35.4 per cent. of the Enlarged Share Capital. It is expected that the relevant New Ordinary Shares will be delivered intoCREST on 17 August 2005 and that share certificates for the New Ordinary Shareswill be despatched by 19 August 2005. Following Admission the Directors will be interested in an aggregate of27,740,378 Ordinary Shares representing approximately 37.4 per cent. of theEnlarged Share Capital. Working capital The Directors are of the opinion, having made due and careful enquiry and takinginto account the net proceeds of the Placing and the bank facilities available,that the Enlarged Group has sufficient working capital for its presentrequirements, that is, for at least twelve months from Admission. Extraordinary General Meeting Set out at the end of the Document is a notice convening an EGM to be held atBond Street House, 14 Clifford Street, London W1S 4JU at 10.00 a.m. on 15 August2005 at which the following Resolutions will be proposed for the followingpurposes: 1. to approve the Acquisition; 2. to increase the authorised share capital of First Artist; 3. to authorise the Directors to allot and issue Ordinary Shares with anaggregate nominal value of up to £255,233.69 under section 80 of the Act interalia for the New Ordinary Shares and the Deferred Consideration Shares; and 4. to disapply the statutory pre-emption provisions under section 89 ofthe Act in relation to the issue of Ordinary Shares with an aggregate nominalvalue of up to £187,500, for the New Ordinary Shares, the Deferred ConsiderationShares and certain other issues. For further information: First Artist Corporation plc Jon Smith, Chief Executive Tel. +44 (0) 20 8900 1818 Richard Hughes, Finance Director Shore Capital Alex Borrelli Tel. + 44 (0) 20 7408 4090 Smithfield Consultants George Hudson Tel. + 44 (0) 20 7360 4900 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2005 Latest time and date for receipt of completed Forms of Proxy for the EGM 10.00 a.m. on 13 August EGM 10.00 a.m. on 15 August Completion of the Acquisition, subject to Admission 15 August Commencement of dealings on AIM in the Enlarged Share Capital 8.00 a.m. 17 August CREST accounts expected to be credited 8.00 a.m. 17 August Despatch of definitive share certificates (if applicable) no later than 19 August NEW ISSUE STATISTICS Number of Ordinary Shares currently in issue 47,906,523 Number of Initial Consideration Shares to be issued on Completion in respect of 1,250,000the Acquisition Number of Placing Shares to be issued in respect of the Placing 25,000,000 Number of Ordinary Shares in issue following the issue of the New Ordinary 74,156,523Shares Percentage of Enlarged Share Capital represented by the New Ordinary Shares 35.4% Net proceeds of the Placing £915,000 Market capitalisation on Completion at the Placing Price £3.7 million DEFINITIONS The following definitions shall apply throughout this announcement. "ABG" Arram Berlyn Gardner, chartered accountants"ABGFM" ABG Financial Management Limited, a company registered in England and Wales with number 2187610, whose registered office is at 30 City Road, London EC1Y 2AB"Act" the Companies Act 1985, as amended"Acquisition" the proposed acquisition by the Company of the entire issued share capital of ABGFM pursuant to the Acquisition Agreement"Acquisition Agreement" the conditional agreement dated 21 July 2005 between (1) the Company (2) the Warrantors and (3) the Vendors relating to the Acquisition, conditional upon approval of the Resolutions, receipt by the Company of funds from AIB and Admission"Admission" admission of the Enlarged Share Capital to trading on AIM"AGM" annual general meeting"AIB" AIB Group (UK) p.l.c., whose registered office is at 4 Queen's Square Belfast BT1 3DJ"AIM" the AIM Market of the London Stock Exchange"AIM Rules" the rules of the London Stock Exchange governing AIM"Annual Report and Accounts the annual report and consolidated accounts of First Artist for the yearof First Artist" ended 31 October 2004"Articles" the Company's articles of association"Audit Committee" the audit committee of the Board"Business Day" a day other than a Saturday or Sunday or a public holiday in England and Wales"Combined Code" the Combined Code of Corporate Governance published by the Financial Reporting Council in July 2003"Company" or "First Artist" First Artist Corporation plc, a company registered in England and Wales with number 2725009"Completion" completion of the Acquisition"Consideration Shares" the Initial Consideration Shares and the Deferred Consideration Shares"Deferred Consideration" the deferred consideration conditionally payable under the Acquisition Agreement"Deferred Consideration the new Ordinary Shares to be allotted to the Vendors to satisfy in part theShares" Deferred Consideration (if any becomes payable)"Directors" or "Board" the directors of the Company"Document" the AIM admission document to be dated 22 July 2005"EGM" or "Extraordinary the extraordinary general meeting of the Company convened for 15 August 2005General Meeting" at 10.00 a.m., or any adjournment thereof, notice of which is set out at the end of the Document"Enlarged Group" the Group following Completion"Enlarged Share Capital" the issued share capital of the Company following the issue of the New Ordinary Shares (excluding the Deferred Consideration Shares)"Existing Ordinary Shares" the Ordinary Shares currently in issue"FIFA" Federation Internationale de Football Associations, worldwide football regulator"FIMO" FIMO Sport Promotion AG, a company registered in Switzerland"Form of Proxy" the form of proxy for use by Shareholders to enable Shareholders to appoint one or more proxies to attend the EGM and, on a poll, to vote instead of that Shareholder"FSA" the Financial Services Authority"Group" the Company and its subsidiaries"Historic Financial Period" the following financial periods of the Company: i. the 12 month financial period ended 30 June 2002; ii. the 16 month financial period ended 31 October 2003; and iii. the 12 month financial period ended 31 October 2004"Initial Consideration" £1.3 million in cash and the Initial Consideration Shares"Initial Consideration 1,250,000 new Ordinary Shares to be allotted to the Vendors on CompletionShares""Interim Results" the unaudited results of the Group for the six month period ended 30 April 2005"London Stock Exchange" London Stock Exchange plc"Model Code" the model code on directors' and employees' share dealings"New Banking Facility" the new banking facility entered into between the Group and AIB"NBA" US National Basketball Association"New Ordinary Shares" the Initial Consideration Shares and the Placing Shares"NHL" US National Hockey League"NFL" US National Football League"OFEX" the market operated by Ofex plc, a company regulated by the FSA, for dealings in securities of companies traded on that market"Official List" the Official List of the UK Listing Authority of the FSA as the competent authority under the Financial Services and Markets Act 2000"Options" means options to acquire new Ordinary Shares pursuant to the Share Option Schemes"Optionholders" means the holders of Options"Ordinary Shares" ordinary shares of 0.25p each in the share capital of the Company"Overseas Shareholders" holders of Ordinary Shares with registered addresses outside the United Kingdom and who have not given First Artist an address for the service of notice within the United Kingdom"Placing" the conditional placing of the Placing Shares at the Placing Price, pursuant to the Placing Agreement"Placing Agreement" the conditional agreement dated 20 July 2005 between (1) the Company (2) Shore Capital (3) Shore Capital Stockbrokers Limited and (4) the Directors relating to the Placing"Placing Price" 5 pence per Ordinary Share"Placing Shares" 25,000,000 new Ordinary Shares to be issued, which have been placed conditionally by Shore Capital pursuant to the Placing Agreement"Proposals" the Acquisition, the Placing and Admission"Regulatory Information any of the services set out in Schedule 12 of the Listing Rules of the UKService" Listing Authority"Resolutions" the resolutions contained in the notice of EGM"Shareholders" the persons who are registered as holders of Ordinary Shares"Share Option Schemes" the unapproved share option scheme, the approved share option scheme and the enterprise management incentive scheme of the Company"Shore Capital" Shore Capital and Corporate Limited, nominated adviser to the Company, authorised and regulated by the FSA"UEFA" Union of European Football Associations"United Kingdom" or "UK" United Kingdom of Great Britain and Northern Ireland"United States" or "US" United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction"Vendors" the current shareholders of ABGFM"Warrantors" those persons who have agreed, pursuant to the Acquisition Agreement, to give to the Company warranties and indemnities regarding ABGFM This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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