Centaur Holdings PLC, a company recently incorporated to acquire the whole of the issued share capital of Centaur, announces that it has entered into a sale and purchase agreement ("SPA") to buy Centaur, one of the leading privately-owned business magazine publishers in the UK.
The A, B and C ordinary shares, the subject of the SPA, represent 75.84 per cent. of the fully diluted share capital of the Company, with the remainder being D ordinary shares. The Company has also made an offer to acquire all the D ordinary shares of Centaur and has received irrevocable undertakings to accept the offer from shareholders representing 97.5 per cent. of the existing D ordinary shares (or 55.5 per cent. on a fully diluted basis).
The purchase price under the sale and purchase agreement and the offer for the D ordinary shares values Centaur's fully diluted share capital at approximately £145 million and is to be satisfied by a mixture of cash, ordinary shares in the Company and Loan Notes. The Company has raised up to approximately £134 million via an institutional placing at 100p per share fully underwritten by Numis to satisfy the maximum cash and Loan Note consideration payable to the vendors of Centaur and to meet the costs of the transaction. The number of shares placed may be scaled back if holders of D Shares elect to receive ordinary shares as consideration.
Admission is expected to occur and dealings in the shares are expected to commence on 10 March. The market capitalisation of the Company on admission of the shares to trading on AIM will be approximately £148 million at the placing price.
Further information on the Company is set out below.
Commenting on the announcement, Graham Sherren, the Proposed Chairman and Chief Executive of Centaur Holdings plc said: "I am delighted to be able to announce this latest stage in Centaur's evolution as a major business publisher. This is the beginning of a new age for me and all of the staff at Centaur, who have created such a great collection of products and a company of which I am extremely proud. I am excited by the possibilities that being a public company will bring for staff and shareholders alike."
For further information contact:
The prospectus in relation to the Company's proposed admission to trading on AIM was published on 27 February. Copies of the prospectus are available, free of charge, from the Company at St Giles House, 50 Poland Street, London W1F 7AX and from Numis Securities Limited, its nominated adviser and broker, at Cheapside House 138 Cheapside, London EC2A 6LH for at least one month from that date.
Information on the Group
Introduction
The Company was recently incorporated for the purpose of acquiring the entire issued and to be issued ordinary share capital of Centaur, one of the leading privately-owned business magazine publishers in the UK. Centaur's portfolio of 25 magazines includes titles in seven important sectors of the business community (marketing, financial services, creative services, legal services, new media, construction and engineering). The Directors and the Proposed Directors believe that many of these titles are, or are amongst, the market leaders within their targeted sectors.
Centaur has extended a number of its magazine brands across a range of platforms including exhibitions, conferences, award events and online services. In addition, its subsidiary, Perfect Information, provides corporate information from an electronic library of regulatory filings.
Overview of the business
Since it was founded in 1982, Centaur's publishing business has predominantly grown organically through magazine launches and brand extensions. Today, Centaur's principal brands are Marketing Week, Money Marketing, Precision Marketing, Creative Review, Design Week, The Lawyer, New Media Age and Homebuilding & Renovating. Together, these titles accounted for approximately 40 per cent. of the Group's revenue for the year ended 30 June 2003. In 1994 Centaur acquired an interest in Perfect Information at a relatively early stage in its development.
Publishing revenue is generated primarily from advertising (including display and recruitment) but also through subscription and copy sales. Perfect Information's revenue is generated primarily from subscriptions and payments per downloaded image. The following tables illustrate the sources of revenue for the Group for the year to 30 June 2003.
