Tarsus Group PLC Acquisition (4737P)
October 25 2012 - 2:00AM
UK Regulatory
TIDMTRS
RNS Number : 4737P
Tarsus Group PLC
25 October 2012
25 October 2012
Tarsus Group plc
Acquisition and completion of Project 50/13 strategy a year
ahead of schedule
Tarsus Group plc (LSE: TRS, "Tarsus" or the "Group"), the
international business-to-business media group, has agreed to
acquire Turkish exhibition organiser CYF Fuarcılık A. . ("CYF") for
a maximum consideration of TL18 million (approximately GBP6.2
million). CYF will be acquired by IFO, a 75% owned subsidiary of
Tarsus, and represents a significant bolt-on acquisition to the
Group's Turkish division.
The acquisition also completes the Group's Project 50/13
strategy, whereby 50% of Tarsus' revenue will be sourced from the
Emerging Markets by 2013, more than a year ahead of schedule and
will enable the Group to increase the pace of its future earnings
growth.
The governmental approvals in respect of the completion of the
acquisition of the China International Automotive Aftermarket
Industry and Tuning (Guangzhou) Trade Fair ("GZ Auto") continue to
make positive progress, albeit slower than originally anticipated.
Tarsus expects to complete the acquisition of GZ Auto by the end of
the year.
Acquisition highlights
-- Acquisition of an initial 70% of CYFfor an initial cash
consideration of approximately GBP1.4 million (the "Acquisition")
payable on completion and an estimated deferred payment of
approximately GBP0.7 million due in 2013, for an aggregate
estimated payment of approximately GBP2.1 million (the
"Consideration").
-- CYF will be acquired with our partner at IFO and the
consideration will be met from IFO's existing cash resources.
-- CYF owns and organises two annual business-to-business exhibitions:
o Eurasia Plant Fair (held in December), an international
exhibition in Istanbul (2011: 10,800 net square metres), focusing
on ornamental flowers and plants, landscape and related supply
industry; and
o Yapı Decoor (held in March), an international exhibition in
Ankara (2012: 6,200 net square metres), focusing on construction
material and building renewal).
-- Following the acquisitions of IFO in 2011 and Life Media in
March 2012, CYF represents a significant bolt-on opportunity that
adds new sectors and scale to Tarsus' Turkish exhibition
portfolio.
-- Founders Hakan Yüksel and Osman Candemir (the "Vendors") will
continue to manage CYF after its acquisition.
-- Put and call options between IFO and the Vendors have been
put in place in relation to the remaining 30% shareholding in CYF
at various points between 2015 and 2018 and the aggregate
consideration payable for acquiring 100% of CYF is capped at TL18
million (approximately GBP6.2 million).
-- For the year ended 31 December 2011, CYF recorded unaudited
profit before tax of approximately TL0.4 million (approximately
GBP0.2 million). CFY's unaudited adjusted profit before tax for the
year ended 31 December 2011 was TL0.7 million (approximately
GBP0.25 million). CYF's unaudited gross assets as at 31 December
2011 were TL1.4 million (approximately GBP0.5 million).
-- The Acquisition is expected to be earnings accretive in the
current financial year ending 31 December 2012 and thereafter.
-- The acquisition is expected to complete in early November 2012.
Douglas Emslie, Tarsus Group Managing Director, said:
"To reach the 50/13 strategic milestone a year early is a major
achievement for the Group. It will enable us to quicken the pace of
our earnings growth earlier than expected.
"The acquisition of CYF with our partner at IFO brings
additional scale to our already substantial operations in Turkey
which we now aim to develop and expand both in the domestic market
and the wider region."
Exchange rate GBP1 = TL2.9
For further information contact:
Tarsus Group plc
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director
College Hill:
Adrian Duffield/Kay Larsen 020 7457 2020
This information is provided by RNS
The company news service from the London Stock Exchange
END
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