Aquisition Placing - Amendment

NewMedia SPARK PLC 6 March 2000 The issuer has made the following amendment to the Acquisition/Placing announcement released today at 07:58 under RNS No 7022G. Contact details should read: Tom Teichman 07 007 333 123 Michael Whitaker 0468 555 9444 Jakob Kinde 0385 311 664 All other details remain unchanged. The full corrected version is shown below. NewMedia SPARK plc ('SPARK') announces the £85 million acquisition of Cell Internet Commerce Development AB ('Cell ICD') and a Placing of 38,416,600 new Ordinary Shares in SPARK to raise approximately £50 million KEY HIGHLIGHTS Acquisition of Cell ICD - Scandinavias premier Internet and Technology Incubator - Consideration of £84.7 million : through cash & shares - 8 incubatee companies in the Cell ICD Reasons for Acquisition - Combined company = opportunities to build premier European Internet and technology investment and incubation company £50 million raising via 38,416,600 New Ordinary Shares - monies raised to fund - cash payable to Vendors - continued investment activity of enlarged Group - Peel Hunt brokers to the issue Commenting on the announcement, Michael Whitaker, CEO of SPARK said: 'The acquisition of Cell ICD represents a major step towards our goal of building Europe's pre-eminent Internet investment company. We believe that the enlarged Group will have the strongest Internet investment management team of any company in Europe. The enlarged Group will also own a portfolio of some 26 Internet investments, of which six will be majority owned subsidiaries, and we believe that the value of this portfolio is potentially very substantial.' For further information, please contact: Tom Teichman 07 007 333 123 Michael Whitaker 0468 555 944 Jakob Kinde 0385 311 664 NewMedia SPARK plc +20 7851 7777 Lisa Baderoon / Tim Anderson Buchanan Communications +20 7466 5000 Per Lundberg +46 8 545 035 00 Pdr-Jvrgan Pdrson Cell ICD +46 8 566 15900 The Board of SPARK announces that it has entered into agreements to acquire the entire issued and to be issued share capital of Cell ICD, Scandinavias premier e-commerce and Internet Incubator, for an aggregate consideration of £84.7 million to be met by the issue of up to 42,291,490 new Ordinary Shares to the Vendors and up to £29.6 million in cash. In addition the Board announces that it has raised a further £50 million via a placing of 38,461,600 new Ordinary Shares by Peel Hunt plc with institutional and other investors. The proceeds of the placing will be used to fund the cash payable under the agreements and to fund the continued investment activity of the enlarged group. Application has been made for the admission of 55,194,867 new Ordinary Shares in SPARK to trade on AIM. This represents the initial consideration shares payable to the Vendors and the shares issued pursuant to the placing. Trading in the new Ordinary Schemes is expected to commence on Thursday 9th March 2000. In addition to Cell ICD's personnel, organisational infrastructure and goodwill SPARK has also acquired Cell ICDs portfolio of eight incubatee companies, six of which are majority owned. The value of the net assets which are the subject of the transaction is shown in Cell ICD's books at cost of £3.73 million. SPARK believes that the value of the acquired portfolio is very substantially in excess of this, and this figure reflects the balance sheet position of the incubatee companies rather than their current market value. Cell ICD was set up in early 1997 as a joint venture by a group of entrepreneurs including Christer Sturmark and Joakim Borgsved, the leading Stockholm based Internet Investment partnership Ledstiernan Partners, represented by Jan Carlzon, and IT-Provider represented by Johan Hernmarck. Cell ICD has two operating subsidiaries, Cell Ventures AB ('Cell Ventures') and eTV, further details of which are set out below. Cell Ventures pioneered the e-commerce incubation concept in Scandinavia when the idea was initiated in 1996 and implemented in early 1997. Since then, Cell Ventures has built a track-record of successful investments in Europes most advanced e-commerce market together with a substantial current portfolio which makes it a unique player on the European market. Cell Ventures rapidly built up a portfolio of e-commerce start-ups during 1997 and 1998. In August 1999, GE Capital Equity became a minority shareholder. To date the Cell Group has completed 4 exits including the sale of Cell Network to the listed company Linni Group in August 1999. The other ventures that have been sold as a whole or in parts are the auction site Bid2day.com, Everyshop and AdressDirekt. Further details of Cells current portfolio are set out below. Cell Ventures is an 83% owned subsidiary of Cell ICD. SPARK intends to extend an offer to the minority shareholders of Cell Ventures to purchase the remaining 17% of the issued share capital of Cell Ventures on substantially the same terms as the agreement with the shareholders of Cell ICD. Reasons and rationale for the Acquisition The Board believes that the acquisition has significant advantages to both parties, and believes that the combined company has the opportunity to build Europe's premier quoted Internet and technology investment and incubation company. The Boards of both companies share the view that the next few years will be a period of enormous opportunity for new business formation and wealth creation in the European Internet and digital media markets. Key drivers of this will be: * The progressive achievement of critical mass Internet penetration throughout Europe, and its spread from PCs into broader mass market appliances such as mobile phones, PDA's and TV. * Rapid improvements in broadband and wireless infrastructures. * Profound changes in the underlying software architecture of the web enabling much richer functionality. * Associated with the above, rapid improvements in Internet enabling software such as intelligent agents and voice/visual interface agents * Very substantial capital flows seeking to enter the sector - Internet companies currently represent less than 3% of UK and Continental stock markets by value, compared with almost 50% on NASDAQ. * The progressive dis-intermediation of off-line businesses, starting with businesses easily brought on-line such as financial instrument information and transaction, information provision and entertainment delivery, progressively moving deeper into traditional off-line business functions such as dis-intermediating key elements of the traditional manufacturing value chain. * The difficulties faced by many conventional off-line businesses in reacting quickly enough to the opportunities in the New Economy due to legacy infrastructure and cultural problems. * A high rate of new business formation and entrepreneurial activity due to perceived capital accumulation opportunities, the breakdown of traditional employment structures and a move towards a knowledge based (as opposed to a capital based) economy. However in order to take advantage of these opportunities and to remain a leading participant in this arena SPARK needs to grow and widen its resources at a rapid pace. Specifically, the Board believes that SPARK needs to: * Maintain access to capital markets for funding and a strong institutional and private client shareholder base. * Maintain high visibility in both the Internet industry and the wider financial markets. The market is becoming highly competitive and SPARK must continue to attract the best deals, access to capital on competitive terms, and the best professional staff and partners. * Establish operations throughout continental Europe. * Deepen contacts in the US, building on the current Cell Ventures Boston office. * Further strengthen SPARK's forward looking technology skills Key strategic goals for the combined group include: * The establishment of local offices, for the combined operation, in key European centres and in North America led by Cell ICD personnel. These offices will be based around Cell Ventures existing incubation model, but following their establishment SPARK will assist in adding portfolio investment and corporate finance capabilities to those offices. * The establishment of a UK incubation business on the Cell Ventures model, and extension of the Cell principles to some of the existing SPARK investments in the UK. The Board firmly believes that together SPARK and Cell Ventures can achieve the above goals more effectively and quickly than either could alone. The Board also believes that the two organisations have highly complementary cultures. Board appointments and management of the enlarged group Following completion of the acquisition two representatives of the former Cell ICD shareholders will be appointed as non- executive directors to the Board of SPARK. The enlarged group will also institute an executive Management Committee to direct day-to day operations of the group within broad guidelines set by the Board. Membership of this committee will initially comprise: Tom Teichman (Chairman), Michael Whitaker (Chief Executive), Andrew Carruthers (Chief Operating Officer), Pdr-Jvrgen Pdrson (Head of International Development), Joakim Borgsved, Peter Lindgren, Richard Compton-Burnett, Jakob Kinde and Joel Plasco. The Current Cell ICD Portfolio Dx3 - 60% owned Dx3 is Europe's leading B2B platform for the aggregation and delivery via digital streaming of music, video and games to consumer facing e-tailers, portals and on-line communities. Dx3 enables content owners (artists, record companies, game manufacturers etc.) to distribute their content (i.e. music, games, video etc) in a variety of digital formats through Dx3s network of affiliates (e-tailers, portals, communities etc.). The Dx3 distribution platform offers secure transactions and manages royalty payments to rights owners. Dx3 is technology neutral (using the technical platform/solution that suits its partners best), i.e. Microsoft Windows Media Technology, Liquid Audio and other platforms. In January 2000 Microsoft selected Dx3 as its preferred European partner for this service. An agreement has been signed between Dx3 and Amplified.com, the largest digital music distributor, forming the leading global network of digital music distribution. eTV - 96% owned eTV is Scandinavias first licensed digital television station offering interactive services, and the second such interactive TV business in Europe to be licensed (the first being Open in the UK). It commenced broadcasting in early February 2000 and aims to offer viewers an exciting and broad range of interactive services that will serve as content compliments to traditional television stations and as destination points for transactional services. It will also ally with other traditional channels and offer them an interactive platform to develop transaction revenue from their own programming. The business model is to attract viewers/users with a menu of interactive services, generate revenue from transaction revenues, sponsorship income, and mini-pay subscription fees. eTV will focus on key value added activities such as channel branding, content aggregation, and database management. eTV aims to secure distribution on as many digital platforms as possible. The company will use its license on the digital terrestrial platform in Sweden as a technology showcase and base for expansion. Using this Swedish base, eTV will be offered to any operator in Europe and the US that is seeking interactive digital content and transaction services. Cart Provider Group (CPG) - 57% owned CPG is a provider of a range of solutions for businesses that wish to engage in e-commerce. The ambition is to continue to build the product offering and to be a leading Application Service Provider enabling shared services for e- commerce. Currently, the group consists of the two subsidiaries: GoCart and ePay. GoCarts offering is a modularised Internet store including store management and supplementary services such as integration with logistics, payment solutions, etc. Euroflorist and SvD are among the companys clients. Revenues consist of an installation cost, rent and a commission on transactions in the Internet stores. ePay has developed a platform which, through a single contract and technical installation, give e-tailers access to secure payments, logistics services, customer service, loyalty programmes and administration. ePays payment solution currently utilises the secure environment of the customers own Internet bank and includes card payments and other services. Revenues are commission based. Devphiles - 90% owned Devphiles is an e-learning company focused on competence development for web developers. The company's main business is currently in education, both classroom and computer based, being the leading portal for web developers in Sweden. Other services being developed within Devphiles are: - Devphiles Network is a community (www.devphiles.net) and its objective is to create the leading on-line meeting place for developers in Europe. The community will generate revenues from a variety of offers such as books, seminars, software and information. - Devphiles Conference. Devphiles Conference is working together with its strategic partner Wrox Press in Birmingham, England to arrange a variety of conference events relevant to Devphiles' core audience. Devphiles plans to open offices in the UK, France and Germany within the next 6 months. Pricerunner.com - 41% owned Pricerunner.com is Sweden's leading Comparison Shopping Site. Pricerunner.com provides the consumer with all relevant information before a purchase of a product. The information consists of price and product comparisons, buying guides, discussion forums, product tests etc. Information from all relevant major retailers is collected both online and offline, which is crucial for the success of such a service in Europe until e-commerce becomes more widely established. Initially Pricerunner.com has focused on capital goods and information-rich products such as home electronics, home appliances, computers, telephony products and books. As Pricerunner evolves, new product categories will be added, e.g. sports products, food & beverage baskets, CDs and various kinds of services. In addition to the conventional Internet, Pricerunner is already available on WAP telephones. Pricerunner.com is now preparing an extensive European expansion during the next 6 months. Bid2Day - 38% owned Bid2Day is Swedens leading on-line auction site. Bid2Day offers both new consumer products as well as a market place for second hand products. Bid2Day is in the process of expanding its operations into the other Nordic countries, namely Denmark, Norway and Finland. To meet growing demands in performance and functionality, Bid2Day is currently in the process of moving to its third generation of software. The new software dramatically increases both functionality and the number of simultaneous users that can be accommodated. In August 1999 Bid2Day became the auction partner of Telenordia, Sweden's third largest telecom company, and in September 1999 Cell Ventures sold 51% of its equity in Bid2Day to Scandinavia's leading ISP/Portal company, Scandinavia Online. Scandinavia Online subsequently increased its ownership by a further 10%. Paletten - 97% owned Paletten is Sweden4s largest Internet Department Store, selling a wide range of articles. Currently, the Paletten site offers approximately 3000 articles arranged in product categories. The company plans very substantially to increase the range of products offered, arranged according to interest groups. These interest groups will be supplied with innovative content delivered by vertical community sites, providing a value added shopping experience. Paletten currently operates in Sweden but is planning a rollout across Northern Europe both in the current year and in 2001. In September 1999 Paletten was awarded 'Sweden's Best Internet Shopping Site' by IT-Affarer, and in December 1999 was appointed as Altavista's shopping.se partner. Paletten has also created Sweden's largest affiliate program. Steget - 64% owned Steget AB is an Application Service Provider for start-ups and small businesses. The companys operations have previously been based on a successful CD-rom product, of which in excess of 70,000 copies have been distributed, containing information, advice and tools to assist entrepreneurs in setting up and running small businesses. The content and functionality in the CD-rom will be the foundation for an interactive web-service whereby entrepreneurs will be able to access the information, tools and services they need to conduct their day-to-day business. Stegets customer base of start-ups constitute an interesting target group as they are generically investing and establishing new customer and supplier relationships. The current SPARK portfolio In addition to the above investment portfolio that SPARK will acquire with Cell ICD, SPARK already has its own portfolio of minority investments in 18 Internet businesses. SPARK's portfolio currently consists of: Holding Business Internet 'infrastructure' businesses Digital Animations Group plc 13% Virtual character animation Linkguard.com 17% Linkage software/map Purple Voice 11% Voice over IP software Watchmyprice.com 20% Micro Browser /data consolidator Wireless Wireless Commerce Ltd 15% Wireless M-commerce platform Dataroam 19% Wireless ASP B2B Exxactly.com (formerly Bridge4u) 28% OffshoreIFA services Mergermarket 35% Services to M&A professionals Skillvest 5% Training purchasing platform Synaptics 9% UK/ European IFA services Travelstore 3% SMS travel platform Content providers Clipserver.com 11% News clipping content Funplanet.com 12% Games content Rainbow Network 7% Gay/Lesbian content B2C Etailers Crocus.co.uk 9% UK garden products Firebox.co.uk 27% 18-35 mens lifestyle products Jetweb.se 30% Swedish youth air tickets On-line gambling 2Bet 30% Java based on-line gambling In addition to the above one investment, easier!plc, has been sold for a profit of £2.75m on an initial investment of £0.5m. Following the acquisition of Cell ICD, the enlarged Group will continue aggressively to expand its portfolio of both investee and incubatee companies. The Group will also continue to devote substantial resources both to accelerating the development of the businesses in which it has an interest and to maximising their value, whether by flotation, sale, merger or arranging further investment rounds. The enlarged Group also intends to place considerable emphasis on further extending and strengthening its already extensive working relationships with a wide network of other venture capital firms, consultancy Groups, software and service providers and other Internet Industry companies. The Board firmly believes that in a knowledge based economy the strength and breadth of the Group's relationships in these areas will be a crucial determinant of success. Commenting on the acquisition, Michael Whitaker, CEO of SPARK, said: 'The acquisition of Cell ICD represents a major step towards our goal of building Europe's pre-eminent Internet investment company. Cell's management has extensive and proven Internet business incubation skills, and the company's Stockholm base gives it an exposure to leading edge internet technologies and business models across a range of delivery platforms - conventional Internet, wireless and interactive TV. We believe that Cell's incubation skills and strong position in Scandinavian markets perfectly complement SPARK's strong position in the UK Internet marketplace and our portfolio investment and corporate finance skills. 'We believe that the enlarged Group will have the strongest Internet investment management team of any company in Europe. The enlarged Group will also own a portfolio of some 26 Internet investments, of which six will be majority owned subsidiaries, and we believe that the value of this portfolio is potentially very substantial. 'We look forward to working together with Cell's management to roll out our combined operations across the rest of Europe. The impact of new technologies is creating unprecedented commercial and investment opportunities throughout Europe, and our challenge is to build a pan- European organization with the deep technological, financial and personnel resources required to play a leading role in these developments. ' Commenting on the acquisition, Per Lundberg, Chairman of Cell ICD, said: 'Following a recent strategy review, we concluded that Cell ICD should establish a partnership with a complementary organization which could give the business increased critical mass, help accelerate the rollout of the Cell ICD business into the rest of Europe, and give the business greater access to European capital markets expertise. 'After a review of potential partners we are very pleased to have been able to agree a merger with NewMedia SPARK. We are impressed by SPARK management's energy and vision, and by the depth of their expertise both in the UK, the Internet and wider financial markets. We are convinced that the combined business will become a major force in the European Internet market.' Commenting on the acquisition, Pdr-Jvrgen Pdrson, CEO of Cell Ventures, said: 'Cell Ventures has, over the past three years gathered a unique experience in partnering with the best e- entrepreneurs with truly unique business concepts in the New Economy. 'By merging with SPARK, we will be able to more effectively and more rapidly spread successful entrepreneurial start-ups into the international marketplace. Moreover, the planned expansion of our incubation model to other key markets than our existing bases in Sweden, London and Boston, will be implemented at an even higher pace thanks to the merger with SPARK.'
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