2nd Aug 2005 07:02
Incisive Media PLC02 August 2005 Not for release, publication or distribution, in whole or in part, in or intothe United States, Canada, Australia, Ireland or Japan. 2 August 2005 Incisive Media PLC ("Incisive Media" or the "Company") $43.0 million (approximately £24.3 million) acquisition of Search EngineStrategies ("SES") (the "Acquisition") and placing of 8,200,000 new ordinaryshares (the "Vendor Placing") at 150 pence per new ordinary share Trading update for the six months ended 30 June 2005 Incisive Media is a fast growing specialist business information provideroperating in seven markets: retail investment, insurance, financial riskmanagement, mortgage, capital markets/financial IT, private equity andphotographic. The Company delivers key information to defined target audiencesacross a variety of platforms in print, through magazines; in person viaconferences and exhibitions; and online through its various websites. IncisiveMedia's market leading brands include Investment Week, Post Magazine, Risk,UNQUOTE and Your Mortgage. - Incisive Media is acquiring the business and assets of SES for $43.0million (approximately £24.3 million). SES is the premier internationalconference series on search engine marketing and optimisation and includes itsrelated websites for marketing professionals, clickz.com andsearchenginewatch.com. SES is being sold by Jupitermedia Corporation, a NASDAQlisted media company. - Incisive Media will issue 8,200,000 new ordinary shares by way of avendor placing which will be placed with institutional investors at a price of150 pence per share, raising £12.3 million (US$21.8 million). The balance of theconsideration ($21.2 million) will be financed through increased debt facilitiesfrom Royal Bank of Scotland - The acquisition represents an opportunity to buy a leading conferenceand exhibition series in the rapidly growing global search engine marketingindustry and should provide a strongly growing new global vertical market forIncisive Media - The Acquisition will allow Incisive Media to strengthen its footprintin the US and to roll-out the SES model across the territories in which theCompany currently operates - The Board of Incisive Media believes that the Acquisition will beearnings enhancing in the first full year of ownership* - In addition Incisive Media is in exclusive discussions with GlobalProfessional Media Limited ("GPM") to acquire the approximately 80% interest inGPM not already owned by Incisive Media for a cash consideration ofapproximately £5.7 million. A further announcement will be made in due course - Trading for the current year remains in line with market expectationsand the Directors are confident about the future growth prospects of thebusiness Tim Weller, Chief Executive of Incisive Media, commented: 'We are very excitedabout this deal which takes Incisive Media into what is possibly one of the mostexciting marketing services niches that there is, "Search". I believe Search hasrapidly become the 'killer application' of the Internet, and is the main driverbehind the growth in online advertising throughout the world. We consider thatthe SES conference series, supported by their websites, are the primary sourceof information on search engine marketing and optimisation issues. 'SES has all the hallmarks we look for in our acquisitions: this is a highmargin business with robust core earnings, and it is a market leader in a strongand rapidly growing global market niche.' For further information please contact: Tim Weller Chief Executive +44 (0) 20 7484 9970 Incisive Media PLC [email protected] www.incisivemedia.com Anthony Peregrine +44 (0) 20 7484 9983Payne Communications +44 (0) 7930 643 983 [email protected] Keith Investec +44 (0) 20 7597 5970AndersonRupertKrefting Investec Investment Banking ("Investec"), a division of Investec Bank (UK)Limited which is authorised and regulated by the Financial Services Authority,is acting for Incisive Media in connection with the Vendor Placing and is notacting for any person other than Incisive Media and will not be responsible toany person other than Incisive Media for providing the protections afforded toits customers or for providing advice to any other person in connection with theVendor Placing. * This statement should not be taken to mean that the future EPS of IncisiveMedia will necessarily match or exceed the historical reported EPS of IncisiveMedia and no forecast is intended or implied. Not for release, publication or distribution, in whole or in part, in or intothe United States, Canada, Australia, Ireland or Japan. 2 August 2005 Incisive Media PLC ("Incisive Media" or the "Company") $43.0 million (approximately £24.3 million) acquisition of Search EngineStrategies ("SES") (the "Acquisition") and placing of 8,200,000 new ordinaryshares (the "Vendor Placing") at 150 pence per new ordinary share Trading update for the six months ended 30 June 2005 Introduction Incisive Media today announces the acquisition of the business and assets of SESfor $43.0 million (approximately £24.3 million). SES is the premierinternational conference series, on search engine marketing and optimisation andincludes its related websites for marketing professionals including Clickz.comand searchenginewatch.com. SES is being sold by Jupitermedia Corporation("Jupitermedia"), a NASDAQ listed media company, Incisive Media will issue 8,200,000 new ordinary shares by way of a vendorplacing which will be placed with institutional investors at a price of 150pence per share, raising £12.3 million (US$21.8 million). The balance of theconsideration ($21.2 million) will be financed through increased debt facilitiesfrom Royal Bank of Scotland. The Vendor Placing has been fully underwritten byInvestec. Background to and reasons for the Acquisition SES which is owned by Jupitermedia, is a market leading operator of a series ofinternational informational and learning events on search engine marketing andoptimisation. To date in 2005 their annual conferences in New York, London,Toronto, Tokyo and Munich have been held, and conferences in San Jose, Stockholmand Chicago are planned before the end of the current year. Repeat sponsors ofthese events include online and search marketing companies such as Google,Yahoo, MSN Search; web analytics companies such as Clicklab, Omniture,WebSideStory and Web Trends (a subsidiary of NetIQ); and Digital MarketingTechnologies companies. Search is considered by many to be the main driver behind the growth of onlineadvertising spend throughout the world. Search has spawned several newcategories of related services to help organisations market themselves viaSearch Engines. The growth of search engine optimisation ("SEO") organisationshas been strong, and these companies are increasingly taking major exhibitionand sponsorship positions at SES events. Vertical search and local search areother niches that are expected to be dynamic growers of the Search industry.Both current traditional Search players, such as Yahoo and Google, and numerousnewer companies are entering the Vertical and Local Search markets, in anattempt to establish a position in these niche sectors. The Directors believethat all of these trends combined with the growth from "traditional" Searchplayers should ensure a positive future for SES events and websites. SES owns and is supported by the websites clickZ.com and searchenginewatch.com.The majority of SES's customers register with the company online through theclickZ Network. The Network includes: • Searchenginewatch.com ('SEW') sends a daily newsletter to32,000 subscribers. SEW also provides search engine industry news andinformation through blogs and forums. The site is used by search engineprofessionals and drew an average of 95,000 pages viewed daily in 2004. SEW iswidely recognised as one of the industry's leading editorial brands. • clickZ.com publishes news, original information, analysisand opinion for interactive marketing professionals. In 2004, the site hadapproximately 97,000 pages viewed per day. The Directors believe SES will provide access to the high growth search engineindustry. It is intended that Incisive Media will roll out the SES businessmodel into other geographies in which it operates and will seek to furtherdiversify the SES offering with new events and also online information products. In the year ended 31 December 2004 SES generated turnover of $8.3 million andgross profit of $4.2 million. The Directors believe that the Acquisition will be earnings enhancing in thefirst full year of ownership by Incisive Media*. * This statement should not be taken to mean that the future EPS of IncisiveMedia will necessarily match or exceed the historical reported EPS of IncisiveMedia and no forecast is intended or implied. Current trading and prospects Following the Company's results for the year ended 31 December 2004, IncisiveMedia continued to see revenue growth across all of its divisions in the firstquarter of the current financial year. In April and May of the second quarterthe Company experienced a tougher trading environment in its Financial Riskmanagement and Insurance divisions although June saw a recovery across thebusiness as a whole. Through the first half of the year, the Company has further invested in both newand existing products within its portfolio, with the result that, whilst itexpects to report underlying revenue growth of approximately 6%, as expected,the earnings per share will be flat compared to the same period lastyear. Trading for the current year remains in line with market expectations andthe Directors are confident about the future growth prospects of the business. The interim results for the six month period ending 30 June 2005 are expected tobe released on 13 September 2005 In addition Incisive Media is in exclusive discussions with Global ProfessionalMedia Limited ("GPM") to acquire the 80% interest in GPM not already owned byIncisive Media for a cash consideration of approximately £5.7 million. Afurther announcement will be made in due course. Principal terms and conditions of the Acquisition The Acquisition is to be made pursuant to an asset purchase agreement (the"Acquisition Agreement") dated 1 August 2005 and made between Jupitermedia andIncisive Media. The consideration for the Acquisition will consist of (i) the allotment andissue of new ordinary shares to be placed with institutional investors on termsthat the US$ equivalent of the placing price of 150 pence per share $21.8million (£12.3 million) for such new ordinary shares will be paid toJupitermedia and (ii) the payment to Jupitermedia of the balance of theconsideration being a sum equal to $21.2 million. The Acquisition is conditional inter alia upon the admission of the new ordinaryshares to the official list of the UK Listing Authority and to trading on theLondon Stock Exchange's markets for listed securities. In addition Incisive Media has entered into a transitional services agreement(the "TSA") with Jupitermedia under which Jupitermedia has agreed to continue toprovide certain services to SES for a period of 12 months. The Vendor Placing Pursuant to the Vendor Placing, which has been arranged by Investec as agent forthe Company, 8,200,000 new ordinary shares have been placed with institutionalinvestors at 150 pence per share. Application has been made to the UK ListingAuthority and to the London Stock Exchange for the new ordinary shares to beadmitted to listing and trading respectively ("Admission"). It is expected thatAdmission will take place on 5 August 2005. Following Admission the Company willhave 100,501,084 ordinary shares issued and fully paid. The New Ordinary Shareswill rank pari passu in all respects with the existing issued share capital ofthe Company. The Vendor Placing has been fully underwritten by Investec. Pursuant to theunderwriting agreement, Investec has agreed with Incisive Media to procureplacees to acquire all the new ordinary shares and, to the extent that it isunable to do so, to acquire itself such shares. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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