RNS Number:6319S
NWD Group PLC
28 November 2003
FOR IMMEDIATE RELEASE
28 November 2003
Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia or Japan
NWD GROUP PLC
("NWD" or the "Company")
Proposed acquisitions of
Twentyfirst Century Communications Group Limited,
&SUMM Limited and Joined Up Marketing Partnership Limited
Proposed placing of 34,076,919 new ordinary shares at 6.5p per share
by Seymour Pierce Limited
Consolidation and subdivision of share capital
Application for admission to AIM
by Smith & Williamson Corporate Finance Limited
NWD, the marketing services group, is delighted to announce that it has agreed
terms for the acquisitions of Twentyfirst Century Communications Group Limited,
&SUMM Limited and Joined Up Marketing Partnership Limited.
The Company is also pleased to announce that new institutional investors have
delivered a strong endorsement of NWD's strategy by agreeing to invest in the
#2.2 million placing which has been underwritten by Seymour Pierce Limited.
*21st Century is an established corporate communications agency with an
impressive blue chip client list including Vodafone, Marks & Spencer,
Hilton, Disney and BT. Its most recent project for Vodafone was to manage
the presentation of the company's latest results.
*&SUMM is a brand strategy consultancy and has provided services to
clients including Capital Shopping Centres (owners of Lakeside), L'Oreal,
FTSE, Twinings and Procter & Gamble. & Summ specialises in advising clients
on the adoption and exploitation of new media in today's mutli-channel
marketing environment.
*Jump is an 'experiential' marketing agency specialising in brand
promotion, live consumer communication and technology driven customer
acquisition and retention. It is founder Barnett Fletcher's second marketing
communications business and was established by him following the sale of his
original business to McCann-Erickson. Jump's clients include Sainsbury's,
Vodafone, Panasonic, Intel, Lastminute.com and Nestle.
*NWD is taking this opportunity to reorganise its share capital to enable
the Company to issue new shares at a sensible price. The Company is
arranging a 1 for 100 consolidation and then a subdivision. On this basis,
the Company has raised #2.2 million before expenses at an issue price of
6.5p per New Ordinary Share.
*NWD is also very pleased to welcome Paul Foulger onto the management
board as group Director of Finance.
Alan Page, Chief Executive, commented
"We are delighted that our strategy has been so enthusiastically supported not
just by some of the most prestigious AIM investor institutions, but also by
these three very exciting businesses. We look forward to working with their
terrific management teams to build on their current success."
For further information please contact:
Alan Page 07778 131 051
Chief Executive, NWD Group plc
Adam Reynolds 0207 245 1100
Hansard Communications 07785 908 158
Dr Azhic Basirov 020 7612 8812
David Jones 020 7612 8807
Smith & Williamson Corporate Finance Limited
Dru Edmonstone 020 7107 8013
Jonathan Wright 020 7107 8050
Seymour Pierce Limited
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for NWD and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than NWD for providing
the protections afforded to customers of Smith & Williamson Corporate Finance
Limited nor for providing advice in relation to any matter referred to herein.
NWD GROUP PLC
("NWD" or the "Company")
Proposed acquisitions of
Twentyfirst Century Communication Group Limited,
&SUMM Limited and Joined Up Marketing Partnership Limited
Proposed placing of 34,076,919 new ordinary shares at 6.5p per share
by Seymour Pierce Limited
Consolidation and subdivision of share capital
Application for admission to AIM
by Smith & Williamson Corporate Finance Limited
Introduction
The Board is pleased to announce that, in line with its business development
strategy, the Company has conditionally agreed to purchase three marketing
services businesses, 21st Century, &SUMM and Jump. In view of the size of these
businesses, the transaction constitutes a reverse takeover under the AIM Rules
and therefore requires the approval of the shareholders of the Company.
The Board also announced today that the Company proposes to raise approximately
#2.1 million (net of estimated placing expenses) by means of a share placing.
In addition, the Board is proposing to undertake a capital reorganisation.
Future strategy and reasons for the Acquisitions
Following the acquisition of Pathfinder Ventures Limited in July 2002, the Board
adopted a new strategy to develop NWD as a marketing services group. Towards
this end, the Company has been restructured and the successful fundraising in
February 2003 demonstrated support for this strategy.
The new business model has been designed to add value to acquisitions via senior
advisory group known as "The Brain" which comprises a team of widely experienced
executives from a broad range of backgrounds. This gives companies within the
NWD group central access to business development opportunities, senior
management expertise and strategic consultancy.
The Company has identified a number of target areas in which it is looking to
acquire suitable small/medium size companies. The first stage of the Group's
development covers strategic brand consultancy, below-the-line marketing, media
strategy, internal and external corporate communications and experiential
consumer marketing.
The Board is now delighted to be able to inform you that it has agreed terms for
the acquisition of three companies, 21st Century, &SUMM and Jump, descriptions
of which are set out below. The Company is at various stages of discussion with
a number of other acquisition targets and will be informing you of progress as
these talks develop.
Information on the business activities of 21st Century, &SUMM and Jump
Information on 21st Century
21st Century is a corporate communications business which was established in
1987 and specialises in what it refers to as "Brand Theatre", creating
compelling live events, presentations, print and web-based communications for
corporate clients.
21st Century employs specialists in event management, brand strategy, strategic
and creative programme development, design, editorial, video production and
technical application development. The company has recently launched an internal
communications consultancy which specialises in developing and delivering
internal communications strategy and campaigns for blue chip organisations.
21st Century's focus has been on businesses within the telecommunications, media
and entertainment, sports and leisure, finance and retail sectors and clients
include Vodafone, Marks & Spencer, BT, Hilton Group and Disney.
The company is based in London and employs some 40 people.
Information on &SUMM
&SUMM was established in 1998 and is a strategic brand consultancy which helps
corporate clients to maximise the market potential and commercial returns from
their brands. Through its knowledge and experience of the rapid changes taking
place in the multi-channel marketing environment, &SUMM is able to provide
innovative solutions to clients, enabling them to take best advantage of new
technologies and communications mechanics.
&SUMM recently helped CentreParcs transfer an increasing percentage of bookings
to a direct, on-line system which offers the brand a closer, longer term
relationship with its customers as well as a more cost effective sales channel.
Other clients which &SUMM has advised include Capital Shopping Centres (owners
of Lakeside), L'Oreal, FTSE, Twinings, Societe Generale and Procter & Gamble.
&SUMM is based in London and employs 2 people, with agreed plans to expand.
Information on Jump
Jump was established in 1999 by Barnett Fletcher as a marketing, communications,
event management and brand building company specialising in brand promotion,
live consumer communication (experiential marketing), event management and
technology driven customer acquisition and retention. It is Barnett Fletcher's
second marketing communications business and was established by him following
the sale of his original business to McCann-Erikson, part of Interpublic, in
1997.
Through PromostaffUK.com, Jump has access to over 9,000 carefully selected
promotional staff who can be recruited, selected and managed via an interactive
text message and e-mail system. Jump has developed an on-line system that
enables clients to see the results of their promotional marketing campaigns in
real time. The system enables promotional staff to text in their results during
a campaign, allowing clients to assess the campaign results quickly and
efficiently. Jump was recently instrumental in the activation of the Sainsbury's
Nectar campaign. Other clients include Vodafone, Panasonic, lntel,
Lastminute.com and Nestle.
Jump is based in Egham, Surrey and employs 20 people.
Terms of the Acquisitions
The Company has conditionally agreed to acquire the entire issued share capital
of 21st Century, &SUMM and Jump for a total initial consideration of #1.8m.
Brief summaries of the terms of each acquisition are set out below.
21st Century
Under the 21st Century Acquisition Agreement the vendors of 21st Century will
receive New Ordinary Shares to the value (at the Placing Price) of #240,000 and
#450,000 in cash on completion and #300,000 in cash not later than May 2005.
Depending on the level of profits achieved by 21st Century in the three years to
31 March 2006, the relevant Vendors may become entitled to deferred
consideration of up to #2.3 million which would be payable as to #1.2 million in
shares at the mid-market price at the relevant time and #1.1 million in cash.
&SUMM
Under the &SUMM Acquisition Agreement the vendors of &SUMM will receive New
Ordinary Shares to the value (at the Placing Price) of #250,000 on completion.
Depending on the level of profits achieved by &SUMM in the two years to 31 March
2005, the relevant Vendors may become entitled to deferred consideration of up
to #1.0 million which will be satisfied in shares at the mid-market price at the
relevant time.
Jump
Under the Jump Acquisition Agreement the vendors of Jump will receive New
Ordinary Shares to the value (at the Placing Price) of #256,711 by way of
initial consideration, payable on completion and a further #618,289 when debts
of equivalent value with certain companies have been settled. Depending on the
level of profits achieved by Jump in the two years to 31 December 2005, the
relevant Vendors may become entitled to deferred consideration of up to #5.0
million which will be payable in shares at the mid-market price at the relevant
time.
The Acquisitions are conditional, inter alia, on Shareholder approval at the
EGM.
The Placing
The Board also announced today that the Company proposes to raise approximately
#2.1 million (net of estimated placing expenses) through the Placing. The net
proceeds of the Placing will be used to satisfy the cash element of the
consideration for the Acquisitions, to pay the transaction-related expenses and
to fund the future working capital requirements of the Enlarged Group.
The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not having been terminated in accordance with its terms by any
of the parties thereto. The Placing Agreement is conditional, inter alia, on the
Acquisitions being completed in escrow in accordance with the terms of the
Acquisition Agreements and the Placing Shares being admitted to trading on AIM
by no later than 31 December 2003.
The Placing Shares will, when allotted and fully paid, rank pari passu in all
respects with the New Ordinary Shares then in issue and will rank in full for
all dividends and other distributions thereafter declared, paid or made on the
ordinary share capital of the Company.
Summary financial information
A summary pro forma statement of net assets for the Enlarged Group following the
Placing is set out below:
#'000
Fixed Assets
Tangible assets 447
Intangible assets 9,802
---------
10,249
---------
Current assets
Stock 10
Debtors 2,084
Cash at bank 1,744
---------
3,838
---------
Creditors - amounts falling due within one year (3,315)
Net current assets/(liabilities) 523
Total assets less current liabilities 10,772
Creditors - amounts falling due after more than one year (388)
Provisions for liabilities and charges (45)
---------
Net assets 10,339
=========
In the year ended 31 March 2003, 21st Century made an operating profit of
#218,000 (this reflects reduced directors' salaries; without the reduction
normalised operating profit would have been c.#20,000) on turnover of #2.7
million. In the year ended 31 March 2003, &SUMM made an operating profit of
#106,000 on turnover of #0.5 million. In the year ended 31 December 2002, Jump
made an operating loss of #253,000 on turnover of #5.2 million.
The Company intends to explore fully the revenue generating potential of the
Enlarged Group which it hopes to enhance by providing access to the "Brain" for
the management teams of the businesses being acquired. The Board considers that
the prospects for the Group will be significantly enhanced as a result of the
Acquisitions and the Placing.
Pro forma shareholdings in NWD post the Acquisitions and Placing
The table below illustrates the pro forma shareholdings in NWD after the
Reorganisation, the Placing and the allotment of New Ordinary Shares to the
Vendors by way of initial consideration for the Acquisitions:
Shareholder Number of New % of enlarged
Ordinary Shares issued share
capital
Existing NWD shareholders 19,832,019 26.5%
Vendors of 21st Century 3,692,308 4.9%
Vendors of &SUMM 3,846,154 5.1%
Vendors of Jump 13,461,538 18.0%
Holders of Placing Shares 34,076,919 45.5%
----------- -----------
74,908,938 100.0%
=========== ===========
* The shareholdings of the Vendors of Jump assumes full settlement of the debts
with certain companies.
The City Code
Pursuant to Rule 9 of the City Code, when any person, or group of persons acting
in concert, acquires shares in a company which is subject to the City Code, when
taken together with shares already held by such person or persons, carry 30 per
cent. or more of the voting rights of that company, such person or persons,
except with the consent of the Panel, is or are required to make a general offer
to all shareholders in that company to acquire the remaining shares in the
company not already held by them at the highest price paid by any of them for
such shares in the previous 12 months. When the issue of new securities as
consideration for an acquisition or a cash subscription would otherwise result
in an obligation to make a general offer under this rule, the Panel will
normally waive the obligation if there is an independent vote at a shareholders'
meeting.
The table entitled "Pro forma shareholdings in NWD post the Acquisitions and
Placing" above reflects the effect of the initial consideration and not the
deferred consideration payable under the Acquisition Agreements. It is possible
that the payment of deferred consideration to Barnett Fletcher, one of the
vendors of Jump, would result in his holding over 30 per cent. of NWD's issued
ordinary shares and therefore be subject to the provisions of the City Code set
out in the paragraph above.
The Directors however consider this possibility to be remote as the deferred
consideration which might give rise to such a situation would only become due
after results of Jump for the year ended 31 December 2005 were known by which
time it is intended that NWD would have grown significantly by acquisition to
such an extent that even if the full deferred consideration were payable this
would not result in Barnett Fletcher holding over 30 per cent. of the voting
rights in the Company.
Directors and senior management
Brief details of the Directors are set out below.
Nigel Gourlay (48) - Chairman
Nigel Gourlay joined the Board in July 2003 to help spearhead its new strategy.
Mr Gourlay was previously at BAT as the head of business development responsible
for the company's worldwide acquisition strategy development and implementation,
including BAT's #5 billion acquisition of Rothmans. He is a non-executive
director of Sitel Corporation and a partner of Animos LLP and a chartered
accountant.
Alan Page (52) - Chief Executive Officer
Alan Page joined the Board following completion of the acquisition by the
Company of Pathfinder Ventures Limited in July 2002. Mr Page was formerly chief
executive and co-founder of New Media Industries plc, responsible for its early
development and flotation in 2000. He was also the creative director at
Yellowhammer during the 1980s and founder of Harari Page in 1990.
David Gray (56) - Business Development Director
David Gray was appointed to the Board in January 2003. Mr Gray has been a major
figure in the European advertising industry with wide-ranging UK and
international experience. Previously, he held senior positions with Young &
Rubicam (a part of the WPP group), AT&T, the Lowe Group and Armando Testa
(Italy's largest agency group).
In addition to the Board, the Company will establish a management board which
will comprise the Chief Executive Officer, the Business Development Director and
the following senior management:
Paul Foulger (34) - Director of Finance
Paul Foulger, a member of the Chartered Association of Certified Accountants, is
currently finance director of the AIM-traded Hansard Group plc and will continue
in this capacity on a part time basis following his appointment to the
management board of NWD. Before being appointed to the Hansard Group plc board
in 2002, Mr Foulger worked for HarperCollins Publishing and Elsevier Science and
was finance director of Heritage Image Partnership.
Brian Michael (44) - Managing Director of 21st Century
Brian Michael has over 25 years' experience in advertising and marketing and,
since 1987 when he founded the business of 21st Century, has specialised in
corporate and brand communications. Prior to 1987 Brian worked for businesses
involved in commercial photography, specialising in images for advertising and
digital animation and effects.
Martin Cox (46) - Director of &SUMM
Martin Cox co-founded &SUMM in 1998. Mr Cox's career began as a management
trainee at the BBC where he subsequently became a senior producer at Radio One.
He then worked for Telstar Independent Programmes where he produced and directed
television documentaries and commercials. He then worked with a number of
independent television production-related businesses before founding &SUMM.
Barnett Fletcher (38) - Managing Director of Jump
Barnett Fletcher founded Jump in 1999. In 1990, having worked in publishing,
media sales and sales promotion, he founded his previous marketing
communications business, Barnett Fletcher Promotions ("BFP"). BFP specialised in
road shows, events and live brand promotions for consumer products. A number of
campaigns were for clients of McCann-Erickson, the advertising agency, which
acquired BFP in 1997. Mr Fletcher resigned from McCann-Erickson in 1999.
Capital reorganisation
The Company is not permitted under the Act to issue new shares at a price below
their nominal value. NWD's Ordinary Shares have a nominal value of 0.1 p per
share. In order for the Placing and the Acquisitions to proceed, the Company
therefore proposes, subject to shareholders' approval, to reorganise its share
capital. The proposed reorganisation involves a consolidation of the Ordinary
Shares and a sub-division of these consolidated shares.
The Board proposes that:
(i) each of the 1,983,201,942 issued Ordinary Shares and the
22,595,648,058 unissued Ordinary Shares be consolidated into new l0p
ordinary shares on the basis of one issued new l0p ordinary share for
every 100 Ordinary Shares and one unissued new l0p ordinary share for
every 100 unissued Ordinary Shares;
( ii) each of the issued new l0p ordinary shares will, immediately
following the consolidation referred to in (i) above, be sub-divided
into one New Ordinary Share and ten Deferred Shares; and
( iii) each of the unissued new l0p ordinary shares will immediately
following the consolidation referred to in (i) above be sub-divided into
ten New Ordinary Shares.
As fractions of shares cannot be traded, the Directors will seek authority to
round down any such entitlements to the nearest whole share and to aggregate the
fractions of shares arising for sale in the market for the benefit of the
Company.
Immediately following the consolidation and sub-division referred to above,
every Shareholder will hold one New Ordinary Share and ten Deferred Shares in
place of every 100 Ordinary Shares previously held. This will allow the Company
flexibility in setting the issue price of any new shares at less than l0p, which
it would be unable to do if the nominal value of each share, following
consolidation, remained at l0p.
The Deferred Shares carry minimal rights and will have little or no economic
value. No application will be made for the Deferred Shares to be admitted to
trading on AIM.
Definitive share certificates in respect of the New Ordinary Shares arising from
the Reorganisation are expected to be despatched on or before 24 December 2003.
Definitive share certificates for New Ordinary Shares will not be despatched to
those Shareholders who have previously elected to have their existing Ordinary
Shares held in uncertificated form. Instead the New Ordinary Shares will be
allotted to such Shareholders in uncertificated form through CREST.
Immediately following the passing of the Resolutions set out in the notice of
EGM, share certificates in respect of existing Ordinary Shares will cease to be
valid for any purpose other than as evidencing the title of Shareholders to
Deferred Shares. Consequently no share certificates will be issued in respect of
the Deferred Shares. Prior to the despatch of definitive share certificates,
transfers of New Ordinary Shares arising from the Reorganisation will be
certified against the register.
Irrevocable undertakings
The Company has obtained irrevocable undertakings from Alan Page and David Gray
and certain other Shareholders to vote in favour of all the resolutions to be
proposed at the EGM in relation to a total of 744,960,582 Ordinary Shares,
representing 37.6 per cent. of the Company's issued ordinary share capital.
Share option plans
The Board is establishing the Share Option Plans under which options over New
Ordinary Shares may be granted to directors and employees of the Company and its
subsidiaries. The Board considers that the grant of share options is a necessary
element of its remuneration policy and will assist in the recruitment,
motivation and retention of high calibre directors and employees.
There are two plans, the EMI Plan and the Unapproved Plan. The terms of the
plans are similar, but the EMI Plan offers tax benefits to optionholders and the
Company and, wherever possible, options will be granted under the EMI Plan. The
maximum number of shares that may be subject to options under the Share Option
Plans and any similar arrangements is 20 per cent. of the Company's issued share
capital.
Taxation
Taxation relief for Shareholders
The Company has received provisional confirmation from the Inland Revenue that
the Placing Shares will rank as a qualifying shareholding for the purposes of
the Enterprise Investment Scheme and will represent qualifying investments for
the purposes of a Venture Capital Trust ("VCT"). The availability of tax relief
will depend, inter alia, upon the investor and the Company satisfying various
qualifying conditions, normally for a period of not less than three years. The
Company does not make any representations as to whether an investment will be or
will continue to be one in respect of which relief under the EIS or VCT
legislation will be available.
Income tax relief, capital gains tax exemption, loss relief and capital gains
tax deferral together comprise tax reliefs under the EIS legislation. Reliefs
can only be claimed by a qualifying individual who subscribes for eligible
shares in a qualifying company, save that capital gains tax deferral may also be
claimed by certain trustees. An investor cannot claim relief in respect of any
amount subscribed in excess of #150,000 in any tax year (this limit applies to
the aggregate of all potentially eligible shares and not to each share issue),
save that capital gains tax deferral may be claimed without limit. The minimum
investment is #500 in any company in any tax year.
(a) Income tax relief
Qualifying individuals can credit an amount equal to tax at the lower
rate on the amount subscribed for eligible shares against their total
liability to income tax for the tax year in which the shares are issued.
For the 2003/2004 tax year the relief is obtained at the lower rate of
20 per cent. The relief is available against UK tax liability
irrespective of whether or not the investor is resident in the OK. The
amount of relief given cannot exceed an individual's tax liability
before other reliefs given by way of discharge of tax.
(b) Capital gains tax relief
To the extent EIS income tax relief is available and not liable to be
withdrawn, any capital gain accruing to the original investor on the
disposal of his shares will be exempt from capital gains tax, provided
that the shares have been held for at least three years.
(c) Loss relief
If the original investor disposes of his shares at a loss, the net loss
(after EIS income tax relief) may be set against other taxable income or
chargeable gains, at the election of the investor, and at the then
applicable marginal rate of tax.
(d) Capital gains tax deferral
The liability to capital gains tax arising on the disposal of any asset
may be deferred by investing the gain in eligible shares. The investment
must be made within the period beginning one year before and ending
three years after the event which gives rise to the gain being deferred.
Investors considering taking advantage of any of EIS relief or making a
qualifying VCT investment are recommended to seek their own professional advice
in order that they may fully understand how the rules apply in their individual
circumstances.
Tax consequences of the Reorganisation
Existing holders of Ordinary Shares should not be treated for taxation purposes
as disposing of their Ordinary Shares under the Reorganisation. Rather, their
New Ordinary Shares and Deferred Shares should be treated for taxation purposes
as being the same asset, and acquired at the same time, as their former Ordinary
Shares.
Extraordinary general meeting
A notice convening the EGM, to be held at the offices of Smith & Williamson
Corporate Finance Limited, No 1 Riding House Street, London W1A 3AS on 15
December 2003, is set out at the end of the Admission Document at which the
following resolutions will be proposed.
The first resolution is an ordinary resolution to approve the acquisition by the
Company of the entire issued share capital of each of 21st Century, &SUMM and
Jump.
The second resolution is an ordinary resolution to effect the Reorganisation.
The Reorganisation to be effected by resolution 2 is not conditional upon the
Acquisitions occurring.
Admission to AIM
Subject to Shareholder approval and completion of the Acquisitions and the
Placing, it is expected that the New Ordinary Shares and the Placing Shares will
be admitted to trading on AIM on 16 December 2003 and that dealings will
commence on that date. If any of the Acquisitions are not completed for any
reason, the Placing will not proceed. In any event, the Reorganisation will
proceed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2003
12 December
Latest date for receipt of forms of proxy for the
Extraordinary General Meeting
15 December
Extraordinary General Meeting
16 December
Admission effective and dealings expected to commence in
the New Ordinary Shares
24 December
Despatch of definitive share certificates
ACQUISITION AND PLACING STATISTICS
Placing Price 6.5p
Initial consideration payable to the Vendors - cash #0.5m
- shares #1.4m
Number of New Ordinary Shares being issued - pursuant to the 34,076,919
Placing
- to the Vendors 21,000,000
As initial consideration
Proceeds of the Placing receivable by the Company (net of #2.1m
estimated placing expenses)
Number of New Ordinary Shares in issue following the 74,908,938
Acquisitions and the Placing
Assuming full initial consideration paid and no deferred
consideration
Market capitalisation of the Company at the Placing #4.9m
Price
For further information please contact:
Alan Page 07778 131 051
Chief Executive, NWD Group plc
Adam Reynolds 0207 245 1100
07785 908 158
Hansard Communications
Dr Azhic Basirov 020 7612 8812
David Jones 020 7612 8807
Smith & Williamson Corporate Finance Limited
Dru Edmonstone 020 7107 8013
020 7107 8050
Jonathan Wright
Seymour Pierce Limited
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for NWD and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than NWD for providing
the protections afforded to customers of Smith & Williamson Corporate Finance
Limited nor for providing advice in relation to any matter referred to herein.
DEFINITIONS
The following definitions shall apply throughout this announcement unless the
context otherwise requires:
"Act" the Companies Act 1985, as amended
"Acquisitions" the proposed acquisitions of 21st Century, &SUMM and
Jump by the Company
"Acquisition the Jump Acquisition Agreement, the &SUMM
Agreements" Acquisition Agreement and the 21st Century
Acquisition Agreement
"Admission" the admission of the Consideration Shares, the
Existing Shares and the Placing Shares to trading on
AIM
"AIM" a market operated by London Stock Exchange plc
"City Code" the City Code on Takeovers and Mergers
"Company" or NWD Group plc (incorporated and registered in
"NWD" England and Wales with registered number 3963747)
"Companies" 21st Century, &SUMM, Jump and NWD
"Consideration the 21,000,000 New Ordinary Shares to be issued by
Shares" way of initial consideration on completion of the
Acquisition Agreements
"Deferred deferred shares of 0.9p each in the Company
Shares"
"Directors" or the directors of NWD
"Board"
"EGM" the extraordinary general meeting of the Company to
be held on 15 December 2003 at the offices of Smith
& Williamson Corporate Finance Limited, No 1 Riding
House Street, London, WIA 3AS
"EIS" The Enterprise Investment Scheme as prescribed in
Part VII Chapter III of The Income and Corporation
Taxes Act 1988, as amended
"EMI Plan" the NWD Group Enterprise Management Incentive Plan
2003
"Enlarged Group" NWD and its subsidiaries immediately following
completion of the Acquisitions
"Existing the 19,832,019 New Ordinary Shares that will be in
Shares" issue following the Reorganisation
"Group" NWD and its subsidiaries as at the date of the
Admission Document
"Jump" Joined Up Marketing Partnership Limited
(incorporated and registered in England and Wales
with registered number 3713313)
"Jump the proposed acquisition of Jump by the Company
Acquisition" pursuant to the Jump Acquisition Agreement
"Jump Acquisition the agreement dated. November 2003 whereby the
Agreement" Company has conditionally agreed to acquire the
entire issued share capital of Jump
"New Ordinary new ordinary shares of 1p each in the capital of the
Shares" Company
"Ordinary ordinary shares of 0.1 p each in the capital of the
Shares" Company
"Placing" the conditional placing by Seymour Pierce Limited of
the Placing Shares at the Placing Price
"Placing the conditional agreement dated 28 November 2003
Agreement" between the Company and Seymour Pierce Limited
relating to the Placing
"Placing Price" 6.5p
"Placing Shares" the 34,076,919 New Ordinary Shares to be issued
pursuant to the Placing
"Reorganisation" the proposed consolidation of every 100 of the
Ordinary Shares into 1 new ordinary share of l0p and
the subdivision of each such new ordinary share into
1 New Ordinary Share and 10 Deferred Shares
"Shareholders" holders of Ordinary Shares
"Share Option together, the EMI Plan an the Unapproved Plan
Plans"
"Unapproved the NWD Group Unapproved Share Option Plan 2003
Plan"
"Vendors" the persons named in the Acquisition Agreements as
the vendors of 21st Century, &SUMM and Jump
"&SUMM" &SUMM Limited (incorporated and registered in
England and Wales with registered number 3658228)
"&SUMM the proposed acquisition of &SUMM by the Company
Acquisition" pursuant to the &SUMM Acquisition Agreement
"&SUMM Acquisition the agreement dated 28 November 2003 whereby the
Agreement" Company has conditionally agreed to acquire the
entire issued share capital of &SUMM
"21st Century" Twentyfirst Century Communications Group Limited
(incorporated and registered in England and Wales
with registered number 2165312)
"21st Century the proposed acquisition of 21st Century by the
Acquisition" Company pursuant to the 21st Century Acquisition
Agreement
"21st Century the agreement dated 28 November 2003 whereby the
Acquisition Company has conditionally agreed to acquire the
Agreement" entire issued share capital of 21st Century
This information is provided by RNS
The company news service from the London Stock Exchange
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