6th Nov 2006 07:01
Ingenious Media Active Capital Ltd06 November 2006 Ingenious Media Active Capital LimitedInvestment in Incisive Media plc Ingenious Media Active Capital Limited ("IMAC") announces that it has made aninvestment of £22,035,000 million through the purchase of 11,300,000 ordinaryshares of 1 pence each in Incisive Media plc ("Incisive Media"), representing11.06% of the issued share capital of Incisive. The acquisition was made at aprice per share of 195 pence. Previously, IMAC held no shares in Incisive Media. On 21 September 2006, it was announced that Apax Summer (Bidco) Limited, acompany formed by funds advised by Apax Partners Worldwide LLP ("Apax"), hadmade an offer for the issued and to be issued share capital of Incisive Media ata price per share of 195 pence. The terms of the offer include capacity fornon-management shareholders of Incisive Media to exchange their shares forpartnership interests in the Apax bid vehicle representing a maximum of 25% ofthe partnership interests. Having considered the terms of the Apax proposal andthe prospects for Incisive Media as a private company, IMAC has invested withthe intention of supporting the Apax bid and participating in Incisive Mediawhen it is taken private. Elections by shareholders of Incisive Media to accept partnership interests inthe Apax bid vehicle may be subject to scaling back on a pro rata basis if theyamount to more than 25% of the partnership interests. In the event that IMAC'spartnership interests are subject to such a scaling back, any cash realisedthrough the investment will be returned to IMAC. IMAC's Investment Manager, Ingenious Ventures ("Ingenious") believes thatIncisive Media is a high quality business with strong brands, high relativemargins, good growth and run by a highly regarded team. Incisive Media furtherhas a strong track record of sourcing, making and integrating acquisitions andrepresents a good platform for conducting an industry consolidation in whatremains a highly fragmented market. When IMAC came to market earlier this year it set out a strategy to invest in"progressive media" companies, which it identified as those able to harnesschanges in the media landscape to build earnings and value and generateattractive returns for our investors. Ingenious believe that Incisive Media is a progressive media company which iswell placed to capitalise on changes in business-to-business media consumptionand distribution and that there is considerable upside potential in the businesswhich it will be best able to realise as a private company. Ingenious further believes that Incisive Media will contribute to delivering thecapital growth objective of the fund and that a mature business such as IncisiveMedia in its portfolio will provide a complementary balance to other businessesit plans to invest in. In the year to 31 December 2005, Incisive Media made a profit before tax of£10.1 million on turnover of £57.5 million. As at 30 June 2006, its net assetswere £76.9 million. Patrick McKenna, Director of IMAC commented: "I am pleased to announce thisinvestment, the largest made to date by IMAC. We believe that the managementteam of Incisive Media is well qualified to deliver further value through theircontinued management of the company as a private entity and look forward toobtaining the benefits of this growth as a shareholder on an ongoing basis." There are certain relationships between persons associated with IMAC and Apax.In light of these relationships, IMAC has been deemed to be an associate ofIncisive Media for the purposes of the City Code on Takeovers and Mergers. Tim Weller Tim Weller is the Chief Executive of Incisive Media. He is also a member of theAdvisory Board to Ingenious Ventures, which is the Investment Manager for IMAC. This Advisory Board provides guidance to the manager on matters relating to themedia sector and possible sub-sectors that are attractive for investment, but isnot responsible for making specific investment decisions on behalf of IMAC. TimWeller is not a member of the Ingenious Ventures Investment Committee, nor wasinvolved in the decision taken to invest in Incisive Media. Neil Blackley Neil Blackley is a non executive director of IMAC. He is not a member of theIngenious Ventures Investment Committee, nor was involved in the decision takento invest in Incisive Media. He is also the Chairman of the Media Advisory Boardat Apax. However, in this capacity, he does not have direct responsibility forApax's investments and he was not part of the Apax investment team that made theoffer for Incisive Media, nor will have a role in the ongoing management of theApax bid vehicle. Enquiries Ingenious Ventures Limited, Investment Manager on behalf of Ingenious MediaActive Capital Limited Patrick McKenna 020 7024 3600Sanjay Wadhwani 020 7024 3612Desiree Parker 020 7024 3674 Fishburn HedgesAndy Berry 020 7839 4321 / 07767 374421 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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