Formation of Adgenda
Adventis Group PLC
30 March 2005
Adventis Group plc
Formation of Adgenda Media Ltd, a new media planning and buying company
30 March 2005
Adventis Group plc ('Adventis'), the specialist multimedia and marketing agency,
is pleased to announce that it has formed Adgenda Media Ltd ('Adgenda'), a media
planning and buying agency in partnership with well-known industry figure Petra
Osborne-Fardon, formerly managing director of established agency, Pure Media. As
a subsidiary of Adventis, Adgenda will offer media broking services across the
whole range of Adventis' business sectors.
Adventis, which floated on AIM in July 2004 with a placing that raised £3.0
million before expenses for the Company, has stated its intention to expand and
diversify into a number of different, but related, business streams. Adventis
already has an established business in the media sector through its subsidiary
Premium Media Ltd, which billed substantial revenues in 2004. The formation of
the new company will help strengthen Adventis's position in this market.
Under the terms of the deal, there is no initial consideration payable. However,
an earn-out arrangement has been agreed and is described in the footnote below.
Petra Osborne-Fardon will assume the role of managing director of Adgenda and
will concentrate on utilising her extensive experience and contacts within the
industry to help build the business. Further details of the terms of the deal
are included in the footnote below.
Charles Phillpot, CEO of Adventis stated, 'We have sought to expand our existing
business in the media sector and have examined many potential routes. We are
delighted to be working with Petra due to her outstanding business record in the
media sector. As a business, we have a very strong financial model to apply to
any new venture and will only do so if we are confident that they will be
cost-effective, long term earnings enhancing and deliver increased shareholder
value. We are confident of the contribution that Adgenda will make to Adventis
in 2005 and beyond.'
Managing Director of Adgenda, Petra Osborne Fardon commented, 'I am very pleased
to have the opportunity to be involved in this new venture. The activities of
Adventis and its corporate strategy neatly match my own and I am confident that
we can achieve great success by pooling our resources.'
Enquiries:
Charles Phillpot, Managing Director Sarah Gestetner, Fiona Mulcahy
Adventis Group plc Citigate Dewe Rogerson
Tel: 020 7034 4750 Tel: 020 7638 9571
Paul Dudley
WH Ireland Limited
Tel: 020 7397 3225
Footnote:
Payment & Earn-out
Initially Adventis will own 63.67% of Adgenda, the balance of 36.33% will be
owned by Petra Osborne-Fardon and staff, with Adventis having the right to buy
back such balance in equal tranches of 7.27% over the 5 years commencing in
2006. The price to be paid by Adventis for such shares is calculated according
to a valuation multiple of 10 times the post-tax profit of Adgenda in the
relevant preceding year. Under the terms of the deal, the maximum consideration
payable by Adventis could be £2,460,000 and will be met with 75% cash and 25%
shares in Adventis.
Adventis shares issued in satisfaction of the consideration are to be determined
according to the average mid-market price of Adventis's shares over the period
of 90 days prior to their issue, or not less than 28.5p per share. Adventis
retains the right to pay any share consideration in cash at its sole discretion.
Petra Osborne-Fardon's biography
1991 - Total Media - Media Planner/Buyer
1993 - Ogilvy & Mather Direct - Media Manager
1995 - Sherrard Associates - Media Director - specialising in the property
sector across accounts including Berkeley Homes, Fairclough Homes and Laing
Homes
1998 - Formation of Osborne Jack Media ('OJM') a specialist property media
planning and buying agency. Chime Communications took a 60% share in the
business in June 1998 in return for channelling all media buying requirements
via OJM. Petra Osborne-Fardon and Andrew Jack, founding partners, both retained
a 20% share each in the business which was bought out in March 2002 by Chime
Communications. The business was latterly re-named Pure Media, with annual
billings of c.£24m and Petra Osborne-Fardon remained with the business in the
position of Managing Director
This information is provided by RNS
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