29th Apr 2005 07:14
Future PLC29 April 2005 29 April 2005 Future plc Future to buy 38 titles from Highbury for £30.5 million Future plc ("Future"), the international special-interest consumer magazinegroup, announces that it has entered into an agreement with the Board ofHighbury House Communications plc ("Highbury") to acquire 38 magazine titles,and associated assets, for a cash consideration of £30.5 million, which will befunded from Future's committed bank facilities. The titles being acquired (full list attached) include Fast Car, Fast Bikes, DJ,DVD Review, the What Video group of magazines and Highbury's puzzle magazines.Additionally, the deal includes Highbury's US business which publishes fivemagazines. Highbury management accounts for the year ended 31 December 2004show that: (a) the assets being acquired generated unaudited aggregated turnoverof approximately £34.1 million; (b) the unaudited aggregated profit (beforeinterest, taxation and amortisation) attributable to these assets wasapproximately £5.3 million; and (c) the unaudited aggregated net assets relatingto the transaction were estimated at £20.1 million of which approximately £18.4million related to intangible publishing rights. Future anticipates that a number of the benefits identified in relation to itsprevious offer for the whole of Highbury, in particular further diversificationof Future's portfolio and the benefits from increased financial and operationalscale, are applicable to the acquisition of these Highbury assets. None of the titles being acquired is a games title. As a result of this deal,the estimated split of the Group's revenues is likely to become Games 38%;Entertainment 34%; and Computing 28%. For the financial year to 30 September 2006, Future anticipates that thisacquisition will enhance adjusted earnings per share (this statement does notconstitute a profit forecast nor should it be interpreted to mean that futureearnings per share of Future following this transaction will necessarily matchor exceed historical earnings per share of Future) and Future expects to achievea post-tax return on this investment in excess of its weighted average cost ofcapital. Commenting on the acquisition of these Highbury titles, Greg Ingham, ChiefExecutive of Future, said: "These are classic special-interest magazines which will be great additions tothe Future portfolio. We look forward to welcoming warmly the people who workon these titles to Future. I am delighted that we have managed to reachagreement with the Highbury Board to secure a positive outcome for bothbusinesses. "This deal has several of the attractions of the larger one with Highbury fromwhich we withdrew earlier this month. We have built up considerable knowledgeof Highbury's portfolio over the past few months and thus have been able to moveswiftly." The acquisition of these Highbury titles is subject to the approval of Highburyshareholders. Future shareholder approval for the transaction will be sought ifrequired. Such approvals are to be obtained by 30 June 2005. A fee of £500,000is payable by either party if any required approval by their respectiveshareholders for the disposal is not obtained. Highbury has also undertakenthat until the earlier of all relevant Highbury and Future shareholderresolution conditions having been met, or Highbury or Future shareholdersrejecting the relevant resolution, it will not discuss or negotiate with anythird party or enter into any agreement to dispose of these Highbury assets. Enquiries: Future plc Greg Ingham, Chief Executive Tel: 01225 442244 John Bowman, Finance Director Tel: 01225 732281 Hogarth Partnership James Longfield/Georgina Briscoe Tel: 020 7357 9477 UK titles being acquired by Future: Arrows Classics Crosswise Digital Video DJ DVD Review Fast Bikes Fast Car (including The Guide) First on Video Health and Fitness Home Cinema Choice Home Entertainment Week Jumbo Cross Jumbo Cross Collection Logical Challenge Logical Challenge Collection Pixel IT Pregnancy Pro Cycling Puzzles Codewords Puzzle Monthly Puzzle Monthly Collection Tea Break Quickies Tea Break Quickies Collection Timecode Total Mobile What Digital Camcorder What Home Cinema What Plasma What Satellite and Digital TV What Video and Widescreen Entertainment Word Fit Wordspy US titles being acquired by Future: Do! Decorating Spaces Men's Edge Pregnancy Women's Health & Fitness About Future Future plc was founded in the UK in 1985. Today, it publishes over 100special-interest consumer magazines worldwide with strong portfolios in thecomputing, games, music, sports, motoring, crafts and leisure sectors. Futureemploys 1,200 people in offices in the UK, US, France and Italy. Over 100international editions of Future's magazines are also published under licence in30 other countries across the world. The company is listed on the London StockExchange (symbol FUTR). Financial performance of Future Future's financial year now ends on 30 September. For the twelve months ended30 September 2004, the Future group generated profit before taxation andamortisation of £23.6m on turnover of £190.4m. At 30 September 2004 Future had net cash balances of £9.8m. Aborted bid for Highbury House Communications plc ("Highbury") On 14 February 2005, Future announced a recommended share offer (with a partialcash alternative) to acquire the whole of Highbury. This was a Class Onetransaction for Future and shareholders in Future voted in favour of it at anEGM held on 31 March 2005, when more than 80% of all shares in Future were votedand of these, more than 99.9% were in favour. On 14 April 2005, the Office of Fair Trading announced that it had referred therecommended share offer to the Competition Commission. On 15 April 2005, Futureannounced that it no longer intended to pursue this transaction. On 28 April2005 the Competition Commission announced that it had formally cancelled thereference. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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