Acquisition & Issue of Equity

Creston PLC 19 September 2003 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA CRESTON PLC PROPOSED ACQUISITION OF NELSON BOSTOCK COMMUNICATIONS LIMITED PLACING AND OPEN OFFER BY CHARLES STANLEY & CO. LIMITED OF 5,303,841 NEW ORDINARY SHARES AT 86 PENCE PER SHARE TO RAISE APPROXIMATELY £4.56 MILLION SUMMARY Creston Plc ("Creston" or the "Company") the marketing services and communications group today announces the proposed acquisition of Nelson Bostock Communications Limited ("Nelson Bostock Communications" or "NBC") and a Placing and Open Offer by Charles Stanley & Co. Limited ("Charles Stanley") to raise approximately £4.56 million before expenses. Nelson Bostock Communications, a London based public relations agency founded in 1987, ranks as the 25th largest UK agency and 10th largest agency in the technology sector in recent industry league tables. Nelson Bostock Communications has a highly experienced management team and employs 49 people, providing a broad range of public relations and marketing communications consultancy and services to some 40 clients. The maximum consideration payable is up to £10.7 million to be satisfied by: - an initial consideration of £5.25 million, satisfied by £2.8 million in cash, £0.22 million in guaranteed loan notes and by the issue of 2,343,750 Ordinary Shares at a price of 96 pence per Ordinary Share; - a payment of £1.45 million in cash on the condition that Nelson Bostock Communications has minimum net assets of £1.7 million at Completion; and - deferred consideration of up to £4 million dependent on the financial performance of Nelson Bostock Communications in the period to 31 March 2007. The Company proposes to raise £4.24 million (net of expenses) by the issue of 5,303,841 new Ordinary Shares at 86 pence by way of a Placing and Open Offer to Qualifying Shareholders on the basis of 1 Open Offer Share for every 4 existing Ordinary Shares. Of the 5,303,841, Directors and other existing shareholders have irrevocably committed to take up 575,830 Ordinary Shares, 4,728,011 Ordinary Shares have been conditionally placed by Charles Stanley with new institutional investors of which 1,516,010 are subject to clawback by Qualifying Shareholders under the Open Offer. A special interim dividend will be paid of 0.6 pence per Ordinary Share payable on 14 October 2003 to shareholders on the register at the close of business on 3 October 2003. Creston has experienced strong trading in the four months to 31 July 2003 with all subsidiaries seeing growth in activity levels. Don Elgie, Chief Executive of Creston, commented: "The acquisition of Nelson Bostock Communications represents an important step in implementing Creston's strategy of building a diversified international integrated marketing services group. Its impressive client base includes Canon, Toshiba, BBC, Bacardi Martini, NTL, Swatch and Yell Group. I am delighted with the support from new institutional investors and that the fundraising was more than twice oversubscribed." This summary should be read in conjunction with the full text of this announcement. Enquiries Creston Plc 020 7930 9757 Don Elgie, Chief Executive Tim Alderson, Finance Director Charles Stanley & Co. Limited 020 7953 2000 Mark Taylor Freddy Crossley Redleaf Communications 020 7955 1410 Emma Kane 07876 338339 James White PROPOSED ACQUISITION OF NELSON BOSTOCK COMMUNICATIONS LIMITED PLACING AND OPEN OFFER BY CHARLES STANLEY & CO. LIMITED OF 5,303,841 NEW ORDINARY SHARES AT 86 PENCE PER SHARE TO RAISE APPROXIMATELY £4.56 MILLION Introduction Creston is pleased to announce that the Company has agreed, subject inter alia to Shareholder approval, the proposed acquisition of NBC, a public relations company based in London, for an initial consideration of £5,250,000 partly as £2,781,120 in cash, partly as £218,880 in Guaranteed Loan Notes 2005 and partly as £2,250,000 by the issue of 2,343,750 new Ordinary Shares at the Acquisition Price. In addition, the payment of £1,450,000 in cash will be made on the condition that NBC has net assets of £1.7 million on Completion, which represents the surplus net assets of NBC at Completion over the minimum net asset position of NBC that the Directors estimate is required for the on-going working capital requirements of NBC post Completion. Deferred consideration of up to £4 million may become payable, partly in Guaranteed Loan Notes 2008, and payable partly in Unsecured Loan Notes 2008 or Ordinary Shares (or a mixture of both) at the option of the Company dependent on the financial performance of NBC from incorporation into the Group until 31 March 2007. Due to the size of NBC in relation to the Group, the Acquisition constitutes a Class 1 transaction under the Listing Rules and accordingly the Company is required to obtain the prior approval of Shareholders. The Company is also pleased to announce that, subject inter alia to Shareholder approval, it proposes to raise approximately £4.24 million (net of expenses) by the issue of 5,303,841 new Ordinary Shares at 86 pence each by way of a Placing and Open Offer. £3 million of the net proceeds of the Placing and the Open Offer will be used to fund the Initial Consideration for the Acquisition, £0.38 million will be used to pay the transaction costs of the Acquisition and the remaining £0.32 million will be used to augment the Company's working capital. The Board is also pleased to announce a special interim dividend of 0.6 pence per Ordinary Share to shareholders. The special interim dividend will be paid on 14 October 2003 to shareholders on the register at the close of business on 3 October 2003. Background to and the reasons for the Acquisition Creston's strategy is to build a diversified international marketing services group through a combination of organic growth and selective acquisitions. The Board believes that it can identify synergistic benefits between currently independent marketing services companies offering premium services such as market research, direct marketing, customer relationship marketing and other areas of marketing communications. The Board's objective is that each element of the Group will reflect the continued trend away from mass marketing towards one-to-one marketing between clients and customers. In evaluating potential acquisition opportunities, Creston looks for companies with strong growth potential in its chosen niche markets, and employs a particularly stringent set of selection criteria which it requires potential acquisitions to be able to demonstrate: high quality niche businesses; a proven history of resilience; consistent growth and good growth prospects; a committed management; established blue chip clients; and a low level of client attrition. Following its repositioning in January 2001 as a marketing services group, Creston has made three significant acquisitions, each serving what the Directors consider to be recession resilient sectors within the industry and which have demonstrated growth despite difficult market conditions: the acquisition in January 2001 of Marketing Sciences Limited, an international quantitative and qualitative market research company, based in Winchester; the acquisition in November 2001 of The Real Adventure Marketing Communications Limited, a national marketing communications company, based in Bath; and the acquisition in November 2002 of EMO Group Limited, a national channel marketing communications company, based in Swindon and Bristol. The companies have benefited from established relationships with an existing blue-chip client base, inter-subsidiary cross-selling opportunities and a greater profile achieved through being part of a quoted company. To date, Creston's areas of focus have centred on market research, direct marketing and channel marketing. However, it is the Board's view that public relations is a key part of Creston's growth strategy, both in terms of filling an important gap in its diversified marketing services portfolio and in bringing further opportunities for synergy across the Group. To build further on the Board's acquisition strategy, it has conditionally agreed, subject to Shareholder approval, to acquire NBC, a London-based consumer and business-to-business public relations agency, which the Directors believe is an excellent strategic fit with Creston's existing operations and which meets the Creston acquisition criteria above. The Board believes that the Acquisition represents an important step in implementing Creston's strategy of building a fully integrated marketing services group and underlines the Company's commitment to exploiting niche market opportunities through acquisition and through leveraging cross-selling opportunities within the Group. Information on Nelson Bostock Communications NBC is an independent public relations agency, founded by Martin Bostock and Roger Nelson in 1987. The agency, based in Bayswater, London, employs 49 people on a full time basis, and 2 further people on a part time basis. It provides a broad range of public relations and marketing communications consultancy and services, including: media relations: generating news coverage, features profiles and commentaries; influencer relations: working with industry analysts, industry bodies and Government; direct communication with industry targets: organising seminars, briefings, exhibitions and conference opportunities; marketing communications: delivering a range of corporate, industry and consumer communications materials; and analysis and reporting: analysing results of campaigns both quantitatively and qualitatively to demonstrate to clients the return on investment achieved for their public relations spend. NBC has a growing network of affiliate agencies, and wide experience of creating and managing public relations campaigns across all key European markets and beyond. It handles consumer, business-to-business and corporate briefs for clients in sectors including, but not exclusively: Consumer: consumer technology, fashion, food and drink, lifestyle, retail and youth sectors; and Business-to-business: broadcasting, digital entertainment, e-commerce, telecommunications, wireless technology and solutions and office automation. NBC has an overriding commitment to delivering a high-quality service. This is borne out by the fact that Toshiba UK Limited and Stoves plc (now part of Glen Dimplex Cooking) have remained with the agency for more than 14 years. NBC's diverse portfolio of some 40 clients includes: Bacardi Martini, BBC Vecta, Canon, Freeview, Glen Dimplex Cooking, Juniper Networks, NEC, NTL, Pilkington, Swatch, Toshiba and Yell. NBC's 10 largest clients represented approximately 61 per cent. of the company's gross profit in the year ended 31 March 2003, of which only one client represents more than 10 per cent.. As with other sectors of the marketing services industry, trading conditions within the public relations sector have also been difficult over the past two years. The Public Relations Consultants Association (PRCA) estimates that its members' fee income for 2001 (the last full year reported on) was £400 million. The PRCA believes that its members account for 70 per cent. of the market, giving a total market estimate of £570 million in 2001. In the league tables dated May 2003, Marketing Magazine estimated that among those that took part the top 150 public relations companies' income declined by an average of 4.5 per cent. in 2002. Conversely, in the same period NBC's sales remained steady. Particularly impressive has been NBC's strong recovery in the technology sector, with fee income for that sector growing by 10 per cent. from 2001 to 2002 and its rising to 10th position in the PR Week 2003 Technology League Table. Further evidence of the Company's strong performance can be demonstrated by the significant growth in operating profits for the financial year ending March 2003 on the previous year. Among those agencies featured in PR Week magazine's annual public relations agency league table listings in 2003, NBC ranks as the 25th largest UK agency, and as the 10th largest agency in the technology sector. Financial information on Nelson Bostock Communications The following financial information has been extracted without material adjustment from the Accountants' Report on NBC contained in the Circular to be issued to Shareholders today. Year ended Year ended Year ended 31 March 2003 31 March 2002 31 March 2001 £'000 £'000 £'000 Turnover 5,197 5,188 4,917 Gross Profit 3,584 3,469 3,555 Profit on ordinary activities before taxation 819 438 709 At 31 March 2003, NBC had net assets of £1.1 million. Principal terms of the Acquisition Agreement The terms of the Acquisition have been structured to include an earn-out element in order to align as far as possible the interests of the Principal Vendors (except Philippe Bobroff who is excluded because he is a consultant to NBC and not an employee of NBC), the Senior Managers and the employees of NBC with those of the Enlarged Group. The Company has today conditionally agreed to acquire the entire issued share capital of NBC for: (a) An Initial Consideration of £5,250,000 payable to the Principal Vendors and the Senior Managers on Completion, to be satisfied as to: (i) £2,781,120 in cash; and (ii) £2,250,000 by the issue of the Consideration Shares; and (iii) £218,880 by the issue of Guaranteed Loan Notes 2005. (b) a payment of £1,450,000 in cash payable to the Principal Vendors on Completion, which represents the surplus net assets of NBC at Completion over the minimum net asset position of NBC that the Directors estimate is required for the on-going working capital requirements of NBC post Completion. (c) Deferred Consideration of up to £4 million payable to the Vendors (except Philippe Bobroff) (in the proportions set out below) subject to the average annualised profit before interest and tax and interest achieved by NBC from the date of Completion to 31 March 2007 reaching agreed levels, to be satisfied as to: (i) 30 per cent. by the issue of Guaranteed Loan Notes 2008; and (ii) 70 per cent. by the issue of either Unsecured Loan Notes 2008 or new Ordinary Shares (or a mixture of both) at the option of the Company. On production of NBC's audited accounts for the period from Completion to 31 March 2004, the Principal Vendors will pay to the Company a cash sum equal to the amount (if any) by which NBC's net asset value at Completion is less than £1,700,000. 81.5 per cent. of the Deferred Consideration will be divided between the Principal Vendors (except Philippe Bobroff) and the Senior Managers and 18.5 per cent. (less 2.10 per cent. representing Employer's National Insurance Contributions) will be payable to the trustees of the NBC Employee Benefit Trust for the benefit of the employees of NBC. If any Deferred Consideration becomes payable it will be paid following completion of the audit of NBC for the year to 31 March 2007. Under the terms of the Acquisition Agreement the Company shall not issue any new Ordinary Shares to the Vendors (except Philippe Bobroff) as Deferred Consideration if, inter alia, the issue of such Ordinary Shares would lead to any or all of the Vendors (except Philippe Bobroff) becoming a controlling shareholder within the meaning of paragraph 3.13 of the Listing Rules or would require any or all of the Vendors (except Philippe Bobroff) to make a mandatory offer for the issued shares of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers. Save in exceptional circumstances as set out in the Circular to be issued today; (a) The Principal Vendors are not permitted to sell any of; (i) the Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them as part of the Deferred Consideration, for a period of twelve months starting on the date of allotment of such Consideration Shares or Ordinary Shares issued as part of the Deferred Consideration. (b) Roger Nelson and Martin Bostock are not permitted to sell more than 25 per cent. of:(i) the Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them as part of the Deferred Consideration, in any twelve month period after the first anniversary of the date of Completion. (c) Paul Hildrew and Philippe Bobroff are not permitted to sell more than 33 per cent. of: (i) the Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them as part of the Deferred Consideration, in any twelve month period after the first anniversary of the date of Completion. (d) The Senior Managers are not permitted to sell such number of: (i) the Consideration Shares issued to them; or (ii) any Ordinary Shares issued to them as part of the Deferred Consideration, in any twelve month period as is greater than the higher of (a) 20,000 Ordinary Shares and (b) 33 per cent. of the Ordinary Shares allotted to each of them. Completion of the Acquisition Agreement is, inter alia, conditional on the passing of the Resolutions (other than resolution number 3 as set out in the notice of EGM set out at the end of the Circular) and Admission having occurred by 8.00 a.m. on 16 October 2003 (or such later time and/or date as Charles Stanley and the Company may agree, being not later than 8.00 a.m. on 30 October 2003). Information on Creston Since January 2001, the Board's strategy has been to build an international marketing services group. Following the acquisitions of MSL, TRA and EMO, Creston has the ability to offer its clients a range of marketing and communications services through these subsidiaries as outlined below. Creston was previously a property company, but in March 2000 the Company disposed of almost its entire property portfolio and completed its withdrawal from its property activities with the disposal of its remaining dormant property related subsidiaries in December 2000. Creston's head office is located in Haymarket, London and the Company acts as a holding company for its main operating subsidiaries. The Group currently has 155 full time and 23 part time employees. Group operating companies Marketing Sciences Limited MSL is a full service international market research consultancy. It was founded in 1977 with premises in Winchester and currently has 38 full time and 5 part time employees and engages a number of casual and interviewer field workers on an ad hoc basis. Since 1983, MSL has established itself as a full market research consultancy offering a wide range of qualitative and quantitative services. Paul Harrison is Chairman and Keith Bates is Managing Director. MSL has a large interviewer field force and full on-line interviewing facilities which enable it to provide its clients with a comprehensive and tailor-made service. MSL has over 30 major blue chip clients operating across a range of businesses and product sectors including the fast moving consumer goods, durables, retail, social and business-to-business markets. Clients include Coca-Cola, Unilever, Kimberly Clark, Tesco, Kodak and Nationwide. MSL is also a founding member of The Research Alliance, a worldwide network of 20 independent market research companies. As nearly half of MSL's business is international, The Research Alliance network enables it to conduct market research using its branded services in most of the major markets of the world. The branded services provided by MSL are: Packmaster International quantitative pack testing Pricemaster Pricing research techniques Brandmaster Price-branding relationship suite Spacemaster Advanced fixtures/layout modelling for sales effectiveness CADI Interactive design solution development Promomaster Below-the-line activity effectiveness evaluation Strategist Study of market decision-making techniques Countdown Early stage product volume estimation Visualiser A virtual shopping research environment In addition to MSL, the Company has a specialist indirect subsidiary, Mobile Sensory Testing Services Limited ("MSTS"), which offers its clients a complete product development research service combining sensory profiling and consumer testing. MSTS has developed expertise in the areas of sensory analysis and profiling of products, with a particular emphasis on the food and drink sector. MSTS provides consultancy to large multi-national companies based both in the UK and abroad including Burger King, Danone, Bacardi, United Biscuits and Cereal Partners. MSTS has established over a number of years a panel of around 100 experts, picked on the basis of their sensory abilities. Sophisticated analytical tools and mapping techniques are utilised to add value to the panel data. The Real Adventure Marketing Communications Limited TRA is a marketing communications company founded in 1991 by its Managing Director, Ben Cook and Chairman, Neil Kirkman. It is based in Bath and employs 51 full time and 2 part time employees. The focus of the agency is on customer relationship management ("CRM") and direct marketing including all strategic planning, creative and brand development and implementation of IT system design and build. The agency has a predominantly blue chip national client base across a wide range of markets including fast moving consumer goods, financial services, sport and leisure, pharmaceuticals and the motor industry. Being a planning-led agency, TRA is structured so that along with the creative side of the business there is also a strong data-analysis function. This allows the agency not only to offer clients a high level of strategic marketing consultancy and creative development, but also to offer market and consumer analysis through to campaign support, websites and campaign evaluation systems. Clients include Lloyds TSB, Cow & Gate and Pfizer. EMO Group Limited EMO is a marketing communications company specialising in channel marketing. It was originally founded in 1986 as an advertising and design company based in Swindon. The EMO group of companies includes three other companies, Emery McLaven Orr Limited ("EMOL"), John Bowler Associates Limited trading as CTC and Sky Rock Communications Limited ("Sky Rock"). CTC and Sky Rock are based in shared premises in Bristol. Clients of the EMO group of companies include BMW (GB), MINI, Rolls Royce, George Wimpey and Andreas Stihl. The focus of EMOL's business is channel marketing and marketing communications. CTC is a brand positioning advertising agency, concentrating on brand building activities for medium sized UK companies. Sky Rock is a new media, creative and technical consultancy working in all areas of electronic customer communication. There are a total of 63 employees across the four companies, with 40 full time and 9 part time employees based in Swindon and a further 14 employed between CTC and Sky Rock in Bristol. Current trading and prospects Creston The Board is pleased to report that each of the main operating subsidiaries has continued to make good progress and the Group has experienced strong trading in the four months to 31 July 2003. All Group companies have seen growth in activity levels and the trading performances of the subsidiaries are ahead of the Board's expectations. The Group's businesses remain resilient, with particularly strong performances from MSL, TRA and EMO as a result of turnover being underpinned by repeat business from existing clients. Creston's 10 largest clients accounted for 64 per cent. of the Company's gross profit in the year ended 31 March 2003, of which only one client accounted for more than 10 per cent.. NBC NBC has shown continuous annual turnover growth from £1.035 million in 1996 to £5.197 million in 2003, whilst remaining profitable in all these years. In the year ended 31 March 2002, NBC was affected by general economic conditions which had an adverse impact on the high-tech public relations industry. Despite this, turnover during the year was up on the previous year although profits on ordinary activities before interest and tax was lower. During the year ended 31 March 2003, NBC expanded its new business focus to embrace a wide range of consumer sectors in addition to its technology and business-to-business base. The success of this strategy is evident from the growth in operating profits from £415,000 to £802,000 for the year ended 31 March 2003, a rise of 93 per cent. The financial results for the year ended 31 March 2003 showed a significant improvement in the trading performance of NBC compared to the previous year. Turnover of £5.197 million was NBC's highest ever, and profit on ordinary activities before interest and tax also grew significantly. NBC experienced an increase in new business activity during the second-half of the year ended 31 March 2003 and this trend has continued during the first four months of the current financial year. The Directors' confidence in NBC's business plan has been reinforced by a number of significant new business wins and initiatives. As a result, NBC's trading performance during this period is ahead of management expectations and significantly ahead of the comparable period last year. The Board believes that during the past two years Creston has established a significant platform within the marketing services and communications sector and, with the acquisition of NBC, is well placed to achieve sustainable future growth. Given the current performance of the business, along with the benefits of the Acquisition, the Board remains confident of the prospects of the Enlarged Group for the current financial year. Special Interim Dividend The Board believes that it is appropriate to continue to implement its progressive dividend policy and anticipates that Creston will pay both an interim and final dividend in the current and future years. The Board has declared a special interim dividend of 0.6 pence per Ordinary Share payable on 14 October 2003 to shareholders on the register at the close of business on 3 October 2003. Financial information on Creston The following financial information on Creston has been extracted without material adjustment from the Circular to be issued to Shareholders today. Year ended Year ended Year ended 31 March 2003 31 March 2002 31 March 2001 £'000 £'000 £'000 Turnover 18,636 9,810 2,622 Gross Profit 6,714 3,434 647 Profit on ordinary activities before taxation 912 207 1 At 31 March 2003, Creston had net assets of £10.54 million. Details of the Placing and Open Offer The Company is proposing to raise approximately £4.54 million (net of expenses) by the issue of 5,303,841 new Ordinary Shares at 86 pence each by way of the Placing and Open Offer. £3 million of the net proceeds of the Placing and Open Offer will be used to fund the Initial Consideration for the Acquisition, £0.38 million will be used to pay the transaction costs of the Acquisition and the remaining £0.32 million will be used to augment the Company's working capital. The fundraising has been structured by way of the Placing and Open Offer in order to strengthen the Group's shareholder base by allowing, subject to Shareholder approval, new institutional shareholders to subscribe for new Ordinary Shares on a firm basis through the Placing, whilst at the same time providing existing Shareholders with the opportunity to participate in the fundraising through the Open Offer. The disapplication of statutory pre-emption rights which Shareholders will be asked to approve at the EGM will enable the Directors to issue and allot the Placing Shares and the Open Offer Shares otherwise than in connection with a pro rata issue of new Ordinary Shares to Shareholders. The Firm Placed Shares represent 17.03 per cent. of the Enlarged Issued Share Capital. Under the terms of the Placing Agreement, Charles Stanley, as agent for the Company, has placed with institutional and other investors the Placing Shares and the Open Offer Shares at the Issue Price, of which 1,516,010 of the Open Offer Shares are subject to clawback by Qualifying Shareholders in order to meet Valid Acceptances pursuant to the terms of the Open Offer. The Company has received irrevocable commitments from certain Directors and other Shareholders to take up all or part of their pro rata entitlements under the Open Offer in respect of 575,830 of the Open Offer Shares. In addition the Company has received irrevocable undertakings from certain Directors and other Shareholders not to subscribe for all or part of their pro rata entitlements under the Open Offer in respect of 712,001 of the Open Offer Shares and those shares have been placed firm (in addition to the Placing Shares) with institutional and other investors. Charles Stanley, acting as agent for the Company, has invited Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price, free of all commissions and expenses, payable in full on application, on the following basis: 1 Open Offer Share for every 4 existing Ordinary Shares registered in their name at the close of business on the Record Date and so in proportion for any greater or lesser number of existing Ordinary Shares then held. The number of the Open Offer Shares for which Qualifying Shareholders are entitled to apply is set out on the Application Form. Qualifying Shareholders may apply for more or less than their entitlement of the Open Offer Shares if they so wish. Applications in excess of Qualifying Shareholders' entitlement will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are made for less than their entitlements and excess applications may therefore be scaled down in such a manner as the Company and Charles Stanley may determine. Valid applications up to Qualifying Shareholders' pro rata entitlements will be satisfied in full. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of new Ordinary Shares. Any resulting fractional entitlements of Qualifying Shareholders arising under the Open Offer will not be allocated pursuant to the Open Offer but will be aggregated and sold by Charles Stanley pursuant to the Placing Agreement for the benefit of the Company. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. The new Ordinary Shares issued pursuant to the Placing and Open Offer, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared made or paid on or after, or by reference to a record date on or after the date of their issue, save that they will not rank for the special interim dividend and will be issued free of all liens, charges and encumbrances. Application has been made to the UK Listing Authority for the Placing Shares and the Open Offer Shares to be admitted to the Official List of the UK Listing Authority and for the Placing Shares and the Open Offer Shares to be admitted to trading on the London Stock Exchange's market for listed securities. The Placing Shares and the Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. The Placing and Open Offer is conditional on the Placing Agreement becoming or being declared unconditional in all respects by not later than 8.00 a.m. on 16 October 2003 (or such later time and/or date as Charles Stanley and the Company may agree, being no later than 8.00 a.m. on 30 October 2003) and not being terminated in accordance with its terms, conditions and provisions. The Placing Agreement is conditional, inter alia, upon: (a) the passing of the Resolutions (other than resolution number 3 as set out in the notice of EGM set out at the end of the Circular) at the EGM; (b) Admission having occurred by 8.00 a.m. on 16 October 2003 (or such later time and/or date as Charles Stanley and the Company may agree, not being later than 8.00 a.m. on 30 October 2003); and (c) the Acquisition Agreement having become unconditional in all respects (save in respect of Admission). Under the terms of the Placing Agreement, Charles Stanley has the right to terminate its obligations under the Placing Agreement in the event of, inter alia, any of the warranties contained therein not being true or breach by the Company. If the conditions of the Placing Agreement are not fulfilled on or before the relevant date in the Placing Agreement, application monies will be returned to applicants without interest as soon as possible thereafter. The Placing and Open Offer has not been underwritten. To be valid, completed Application Forms and payment in full must be received by Northern Registrars Limited, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, HD8 0LA no later than 3.00 p.m. on 10 October 2003. Further information on the Open Offer, including the procedure for application and payment, is set out in Part II of the Circular being posted to Shareholders today. The Open Offer is not being made to certain Overseas Shareholders, as outlined in Part II of the Circular being sent to Shareholders today. Extraordinary General Meeting An extraordinary general meeting has been convened for 11.00 a.m. on 15 October 2003 at the offices of Olswang, 90 High Holborn, London WC1V 6XX. At the EGM, the Resolutions will be proposed to authorise the Directors to implement the Proposals. Timetable Record Date for the Open Offer Close of business on 16 September 2003 Record date for the special interim dividend Close of business on 3 October 2003 Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 8 October 2003 Latest time and date for receipt of Application Forms and payment in full under the Open Offer 3.00 p.m. on 10 October 2003 Latest time and date for receipt of Forms of Proxy for use at the EGM 11.00 a.m. 13 October 2003 Payment of the special interim dividend 14 October 2003 Extraordinary General Meeting 11.00 a.m. on 15 October 2003 Expected date of Completion and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 16 October 2003 CREST member accounts expected to be credited 16 October 2003 Expected date for dispatch by post of definitive share certificates for New Ordinary Shares 23 October 2003 Enquiries Creston Plc 020 7930 9757 Don Elgie, Chief Executive Tim Alderson, Finance Director Charles Stanley & Co. Limited 020 7953 2000 Mark Taylor Freddy Crossley Redleaf Communications 020 7955 1410 Emma Kane 07876 338339 James White For the purposes of this press release Charles Stanley, which is authorised in the United Kingdom under the Financial Services and Markets Act 2000, is acting as sponsor and stockbroker to the Company in relation to the Placing and Open Offer, and is not acting for any other person and will not regard any other person (whether or not a recipient of this press release) as its customer in relation to the Placing and Open Offer and will not be responsible for providing the protections afforded to customers of Charles Stanley to any other person or for providing advice to any other person in relation to the Placing and Open Offer. If you require advice in relation to this press release you should contact your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. This press release does not constitute, or form part of the Placing and Open Offer or any invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall this press release or any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with or act as any inducement to enter into any contract or commitment whatsoever with respect to the Placing and Open Offer or otherwise. The distribution of the press release in certain jurisdictions may be restricted by law and therefore persons into whose possession this press release comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. Neither this press release nor any copy of it may be taken or transmitted or distributed (directly or indirectly) in or into the United States, Australia, Canada, Japan, the Republic of Ireland or South Africa or to any national, citizen or resident thereof or any corporation, partnership or other entity created or organised under the laws thereof. The New Ordinary Shares in the Company have not been and will not be registered under the United States Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable laws of Australia, Canada, Japan, the Republic of Ireland or South Africa and, subject to certain exemptions, may not be offered for sale or subscription, or sold or subscribed directly or indirectly, within the United States, Australia, Canada, Japan, the Republic of Ireland or South Africa to or by any national, resident or citizen of such countries. DEFINITIONS The following definitions apply throughout the announcement, unless the context otherwise requires: "Acquisition" the proposed acquisition of the entire issued share capital of NBC by the Company; "Acquisition Agreement" the conditional sale and purchase agreement dated 18 September 2003 relating to the Acquisition, further details of which are set out in paragraph 9(a)(i) of Part VI of the Circular; "Acquisition Price" 96p per new Ordinary Share; "Admission" admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Listing Rules of the UK Listing Authority and the admission and disclosure standards published by the London Stock Exchange; "Application Form" the application form accompanying the Circular on which Qualifying Shareholders may apply for any of the Open Offer Shares under the Open Offer; "Board" the board of Directors of the Company; "Broker" or "Charles Stanley" Charles Stanley & Co. Limited, which is regulated by the Financial Services Authority; "Circular" the circular to Shareholders to be dated 19 September 2003, which comprises a Circular relating to Creston and is prepared in compliance with the Listing Rules; "Company" or "Creston" Creston Plc; "Completion" completion of the Acquisition in accordance with the terms of the Acquisition Agreement; "Consideration Shares" the 2,343,750 new Ordinary Shares to be issued at the Acquisition Price in part payment of the Initial Consideration; "CREST" the computerised settlement system to facilitate the transfer of title of shares in uncertificated form, operated by CRESTCo Limited; "CRESTCo" CRESTCo Limited, the operator (as defined in the Uncertificated Securities Regulations 2001) of CREST; "Deferred Consideration" the deferred consideration payable pursuant to the Acquisition Agreement, further details of which are set out in paragraph 9(a)(i) of Part VI of the Circular; "Directors" or "Board" the directors of the Company; "EGM" or "Extraordinary General the extraordinary general meeting of the Company to be held at 11.00 Meeting" a.m. on 15 October 2003 or any adjournment thereof, notice of which is set out at the end of the Circular; "EMO" or "EMO Group" EMO Group Limited; "Enlarged Group" the Group as enlarged by the Acquisition; "Enlarged Issued Share Capital" the issued share capital of the Company immediately following completion of the Proposals; "Firm Placed Shares" The Placing Shares and 712,001 new Ordinary Shares which certain of the Directors and other Shareholders have irrevocably undertaken not to take up under the Open Offer which have been placed firm by Charles Stanley; "FSA" The Financial Services Authority; "Group" Creston and its subsidiaries as at the date of the Circular; "Guaranteed Loan Notes 2005" the guaranteed loan notes issued to the Senior Managers as part of the Initial Consideration, further details of which are set out in paragraph 9(a)(i) of Part VI of the Circular; "Guaranteed Loan Notes 2008" the guaranteed loan notes which may be issued as Deferred Consideration, further details of which are set out in paragraph 9(a) (i) of Part VI of the Circular; "Issue Price" 86 pence per new Ordinary Share; "Initial Consideration" the initial consideration to be paid to the Principal Vendors and the Senior Managers pursuant to the Acquisition Agreement, further details of which are set out in paragraph 9(a)(i) of Part VI of the Circular; "Listing Rules" the listing rules provided for by section 74 of the Financial Services and Markets Act 2000; "London Stock Exchange" the London Stock Exchange plc; "Marketing Sciences" or "MSL" Marketing Sciences Limited; "New Ordinary Shares" 7,647,591 new Ordinary Shares proposed to be issued and allotted pursuant to the Initial Consideration, the Placing and the Open Offer; "NBC" Nelson Bostock Communications Limited; "Official List" the Official List of the UK Listing Authority; "Open Offer" the conditional invitation by Charles Stanley acting as agent and on behalf of the Company to Qualifying Shareholders to apply for the Open Offer Shares on the terms and conditions set out in Part II of the Circular and on the accompanying Application Form; "Open Offer Shares" the 2,803,841 new Ordinary Shares offered for subscription at the Issue Price pursuant to the Open Offer; "Ordinary Shares" the ordinary shares of 10 pence each in the capital of the Company; "Overseas Shareholders" Shareholders with registered addresses outside the UK or who are citizens or residents of countries other than the UK; "Placing" the placing of the Placing Shares and the Open Offer Shares by Charles Stanley on behalf of the Company at the Issue Price pursuant to the Placing Agreement; "Placing Agreement" the conditional agreement dated 19 September 2003 between the Company (1) the Directors (2) and Charles Stanley (3) relating to the Placing and Open Offer, details of which are set out in paragraph 8 of Part VI of the Circular; "Placing Shares" the 2,500,000 new Ordinary Shares which are proposed to be issued by the Company pursuant to the Placing which have been placed firm by Charles Stanley; "Principal Vendors" together Martin Bostock, Roger Nelson, Paul Hildrew and Philippe Bobroff; "Proposals" the Acquisition, the Placing, and the Open Offer; "Qualifying Shareholders" holders of existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date (and others with a bona fide market claim) other than certain Overseas Shareholders, as described on page 25 of Part II of the Circular; "Record Date" the record date for the Open Offer, being the close of business on 16 September 2003; "Resolutions" the resolutions set out in the notice of Extraordinary General Meeting set out at the end of the Circular; "Senior Managers" together Lee Nugent, Robert Haslam, Lucy Mayo and Sue Skeats; "Shareholders" holders of Ordinary Shares on the register on the date hereof; "The Real Adventure" or "TRA" The Real Adventure Marketing Communications Limited; "UK" the United Kingdom of Great Britain and Northern Ireland; "UK Listing Authority" the FSA acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; "Unsecured Loan Notes 2008" the loan notes which may be issued in part payment of the Deferred Consideration, further details of which are set out in paragraph 9(a) (i) of Part VI of the Circular; "US" or "United States" the United States of America, its territories and the United States of America, its territories and possessions, any state of the United States and the District of Colombia; "Valid Applications" an application under the Open Offer which is duly received by 3.00 p.m. on 10 October 2003 and is otherwise valid in accordance with the terms of the Open Offer; "Vendors" together the Principal Vendors, the Senior Managers and the trustees of the NBC Employee Benefit Trust; and This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings