4th May 2006 07:01
Hot Tuna (International) plc04 May 2006 Press Release 4 May 2006 Hot Tuna (International) PLC ("Hot Tuna" or "the Company") Acquisition of remaining stake in US licensee company Key management hires in the US Hot Tuna (International) PLC (AIM:HTT), a lifestyle apparel brand with authenticsurf heritage, is pleased to announce the acquisition of the remaining 49 percent. interest in its US subsidiary licensee company. The purchase of theremaining stake in Hot Tuna International Inc. is part of the Company's overallstrategy and follows the acquisition of a 51 per cent. controlling interest asannounced on 17 November 2005. The Company has acquired the additional 49 per cent. holding of common stock inHot Tuna International, Inc. from Hot Tuna USA, LLC ("Hot Tuna USA"). Hot TunaUSA initially acquired the stake pursuant to an Asset Purchase and ContributionAgreement on 17 November 2005. The Asset Purchase and Contribution Agreementwas in consideration for Hot Tuna USA assigning to Hot Tuna International Inc.its exclusive licence, in the United States and Mexico, to use the intellectualproperty for Hot Tuna logos to design, manufacture, distribute and sell productsbearing the logo. Following the purchase of the remaining 49 per cent. stake,Hot Tuna International Inc is now wholly-owned by the Company. To fund the purchase of the additional 49 per cent. stake in Hot TunaInternational Inc., the Company has allotted and issued 3,400,000 ordinaryshares in the Company to Hot Tuna USA. The shares are subject to lock-inrestrictions on sale, whereby subject to limited exceptions, 1,700,000 may notbe sold for a period of one year and 1,700,000 may not be sold for a period oftwo years. Application will be made for the new ordinary shares to be admittedto AIM. Dealings are expected to commence on 9 May 2006. The Company has alsoagreed to grant Hot Tuna USA an option to acquire up to a further 2,230,000ordinary shares. Of these options, 1,115,000 options will be exercisable fromthe end of year one at a price of 75p and 1,115,000 options will be exercisablefrom the end of year two at a price of 100p. All options are exercisable for aperiod of five years. For the purposes of Rule 13 of the AIM Rules, the acquisition of the remaining49 per cent interest in Hot Tuna International Inc. constitutes a related partytransaction because Hot Tuna USA owns more than 10% of the shares in Hot TunaInternational Inc., which is a subsidiary of the Company. The directors of theCompany consider, having consulted with its Nominated Adviser Seymour Pierce,that the terms of the transaction are fair and reasonable insofar as itsshareholders are concerned. Commenting on the acquisition, Ranjit Murugason, Chairman of Hot Tuna, said: "The acquisition of the remaining stake in Hot Tuna International Inc. continuesour strategy of gaining direct ownership over the Hot Tuna brand in key globalmarkets. Our full control over our subsidiary in the US, which is the world'slargest surf clothing market, places the Company in a strong position to createmaximum traction in this important region." Key Management Hires The Company is also pleased to announce that, as part of its strategy and tostrengthen its US operation, it has made the following three new executiveappointments all of which commenced working for Hot Tuna International Inc. inApril 2006: Tim Bernardy has joined the Hot Tuna team as the new Chief Operations Officerand principal executive in charge of Hot Tuna's US business. Mr Bernardy hasover 25 years of relevant industry experience in the US including 15 years withO'Neill, one of the leading US surf lifestyle brands, where he acted as theNational Sales and Marketing Director. Prior to his position at O'Neill, MrBernardy was the National Sales and Marketing Director of RedSand, a division ofNASDAQ listed Perry Ellis Inc. Mr Bernardy is immediately charged with the jobof driving the US business and assisting with global business strategy. Alain Mazer recently left NASDAQ-listed Warnaco as the Director of Publicrelations for Ocean Pacific to join Hot Tuna. Mr Mazer is an award-winningmarketing specialist with a history of successes focused in youth culture andrelated action sports, fashion, music and entertainment and has been appointedas the Director of Marketing and Public Relations. Mr Mazer will be responsiblefor all marketing, advertising, brand management and communications activitiesfor the Company. Bryce Cole joins Hot Tuna from his previous role as the Design Director at PerryEllis for the RedSand brand and was previously the senior designer for Rusty andO'Neill. Mr Cole is a multifaceted designer with a solid understanding ofglobal market trends and sales patterns. Furthermore, he also has extensiveretail experience from concept design to buying and merchandising. Mr Cole willbe in charge of the design department at Hot Tuna International Inc. andresponsible for all design and production activities. Commenting on the appointments, Marcus Gracey, Managing Director of Hot Tuna,commented: "The strategic addition of these key executives adds significantweight and experience to the US team and the global executive group. I am veryexcited that Hot Tuna is attracting this calibre of experience and also thatthey are like-minded, lifestyle driven, passionate individuals who culturallyfit the business. Together, these additions will deliver significant momentumand noticeable change to the business within a very short period of time." - Ends - For further information:Hot Tuna (International) PLCRanjit Murugason, Chairman Tel: +44 (0) 20 7016 [email protected] Seymour Pierce LimitedSarah Wharry / Parimal Kumar Tel: +44 (0) 20 7107 [email protected] www.seymourpierce.com Media enquiries:AbchurchHenry Harrison-Topham / Chris Lane Tel: +44 (0) 20 7398 [email protected] www.abchurch-group.com Notes to Editors Hot Tuna International PLC (AIM: HTT) owns the rights to the Hot Tuna brand, aprogenitor of global youth fashion, born in Australia with a heritage ofauthentic surf culture. Hot Tuna is one of the world's most iconic names in surf lifestyle and can traceits roots back to 1969 when it was founded by a surfer and his fashion designerwife. Though the label had not been actively marketed over for the lastdecade, it retained an organic cult status among core action sports enthusiasts. In June 2005, Hot Tuna International PLC purchased the 'Hot Tuna' brand from aconsortium of investors, listed on AIM in September 2005, and has since startedto aggressively market the brand and reinvigorate the business. The Company nowowns all intellectual property rights to its name and related iconography, andhas put in place key management drawn from the executive ranks of Quiksilver,O'Neill and Ocean Pacific, among others. Headquartered in the UK, Hot Tuna operates design, marketing and distributionhubs in the USA and the UK, with exclusive licensed apparel and accessoriesbusinesses in Australia and New Zealand. In its core markets, Hot Tuna sellsproducts, which are directly manufactured in facilities in the U.S.A. and inChina. In other non-core channels, the Company employs a license model whereinHot Tuna enters into contractual relationships alongside other parties withcomplementary product offerings, solid financing and infrastructure, andsuperior market knowledge and relations. Hot Tuna offices are maintained in Sydney, Los Angeles and London. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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