Offer for Bite Communications
Next Fifteen Communications Plc
Next Fifteen Makes Offer to Acquire Minority Interest in its Subsidiary Business
Bite Communications Group Limited
Next Fifteen Communications Group plc ("Next Fifteen" or the "Company" or the
"Group") has today made an offer (the "Offer") to buy the 19.76 per cent.
minority interest not already under its control in its subsidiary business Bite
Communications Group Limited ("Bite"). Bite's CEO, Clive Armitage, currently
owns 8.78 per cent. of Bite with a further 10.98 per cent. held by other Bite
employees, or former employees who acquired shares under a long-term incentive
scheme.
Bite is an International PR brand and has offices in London, San Francisco, New
York and Sweden. In addition to providing core PR services, Bite has established
a set of services to aid companies with European head offices in managing their
PR needs. The financial results of Bite are already consolidated within the
report and accounts of Next Fifteen.
Under the terms of the Offer, the price to be paid by Next Fifteen will be
calculated based on a multiple of the profits generated by Bite for the year
ending 31 July 2005. An interim payment of 75% of the expected value of the
Offer will be paid on 10 August 2005 to accepting shareholders, with a further
balancing payment made once the audited profit figure is available, which is
expected to on 29 November 2005. Key Bite employee shareholders are being
offered 50% of their total consideration under the Offer in Next Fifteen shares.
Such Next Fifteen shares may be sold only in one-third proportions over each of
the first three anniversaries from 10 August 2005. Smaller Bite shareholders and
former Bite employees will be offered only cash.
Based on the estimated price of 46.20 pence per share, the total consideration
payable under the Offer will be £2.2 million, implying a value of approximately
£11.1 million for the entire issued share capital of Bite. The maximum
consideration payable under the Offer is 48.89 pence per share, which equates to
a total consideration of £2.4 million, implying a value of approximately £12.1
million for the entire issued share capital of Bite.
Next Fifteen has introduced a new long-term incentive scheme based on the
performance of the Group, which it intends to roll-out across all of its
subsidiary businesses. Next Fifteen intends to wind up the long-term incentive
schemes that specifically relate to the performance of Bite and focus all senior
Bite employees on the performance of the Group as a whole. Having Bite under its
100% control will also allow Next Fifteen to undertake better tax planning by
reorganising its US subsidiaries.
The Offer has been classified as a related party transaction for the purposes of
the AIM Rules. The Directors of Next Fifteen, none of whom are involved in the
Offer as a related party, consider, having consulted with Bridgewell Limited,
the Company's nominated adviser, that the terms of the Offer are fair and
reasonable insofar as Next Fifteen's shareholders are concerned.
About Next Fifteen
Next Fifteen is a holding company for a number of world leading PR and marketing
services firms. The majority of clients are in the technology industry with
twelve of the world's top twenty technology businesses being clients of the
Group; these include IBM, Apple, Microsoft, Sun Microsystems and Cisco. The
Group strategy has also evolved to pursue non-technology clients and the Group
already works with such brands as Royal Mail, More Than (Royal and Sun Alliance
Group), Olympus, Total and the Department for Education and Skills.
The Group is made up of five independently branded subsidiaries that operate as
autonomous businesses thus enabling them to service competing client businesses.
The Group has four broad technology PR subsidiaries: Text 100, Bite
Communications OutCast Communications and Inferno. The fifth brand, AUGUST.ONE,
provides both B2B and Consumer services across a number of vertical market
sectors. More information can be found at: www.nextfifteen.com.
Enquiries:
Next Fifteen
David Dewhurst, Finance Director 020 8846 0771
07974 161183
Bridgewell 020 7003 3000
John Craven, Director
Fred Ward, Associate Director
Holborn PR 020 7929 5599
David Bick
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