Tarsus Group PLC Acquisition (1831S)
July 06 2015 - 2:00AM
UK Regulatory
TIDMTRS
RNS Number : 1831S
Tarsus Group PLC
06 July 2015
6 July 2015
Tarsus Group plc
AMB Group Joint Venture - Building Scale in South East Asia
Tarsus Group plc (LSE: TRS, "Tarsus" or the "Group"), the
international business-to-business media group, today announces
that it has further strengthened its portfolio and growth prospects
in South East Asia by acquiring 50% of the AMB Group via a joint
venture vehicle AMB Tarsus Exhibitions Sdn. Bhd. ("AMBT") from
Andrew Siow and Richard Yew (the "Vendors") (the
"Acquisition").
Established in 1996, the AMB Group is a major South-East Asian
exhibition organiser with a major presence in Myanmar and Cambodia
and a growing business in the region. It has built up a portfolio
of market leading exhibitions and conferences in some of Tarsus'
key strategic sectors with the largest focused on building,
infrastructure, automotive and food processing.
AMB Group has enjoyed strong growth in recent years, driven by
the establishment of leading events in Myanmar and Cambodia -
MyanFood and Cambuild respectively.
The partnership adds significant scale and presence across South
East Asia, building on Tarsus' existing successful assets in
Indonesia - PT Infrastructure Asia and the replication of two
Tarsus brands, GESS Indonesia and Table and Home Indonesia. Tarsus
intends to scale up AMBT's existing events and launch new
exhibitions in its existing markets.
As part of its accelerated replication program Tarsus also
expects to be able to introduce a number of its leading brands into
AMBT's markets of Malaysia, Myanmar and Cambodia. Tarsus will also
assist AMBT to access Indonesia by utilising the Group's existing
infrastructure in that market.
Acquisition highlights
-- The Vendors, who have over 30 years' experience in the
exhibition industry, will continue to manage the business after
acquisition.
-- The acquisition of 50% of AMBT is for an estimated payment of
$13 million (approx. GBP9 million) in cash of which $4.1 million
(approx. GBP2.6 million) is payable on completion of the
Acquisition with a further $4.1 million payable in January 2016 and
deferred payments linked to the performance of the business up to
the end of 2017. The total consideration for the initial 50% is
capped at $20 million (approx. GBP12.8 million).
-- For the year ended 28 February 2015, AMB Group recorded
unaudited profit before tax of approximately $2.2 million (approx.
GBP1.4 million) and unaudited gross assets of $2.9 million (GBP1.8
million).
-- The consideration will be met from existing financial
resources. To provide additional headroom the Group has increased
its bank facilities to GBP75m (from GBP60m) and extended the term
of the facilities out to July 2020. The other commercial terms of
the bank facilities are unchanged.
-- The Acquisition is expected to be earnings accretive in the
financial year ending 31 December 2015 and thereafter.
-- There is a put and call option in respect of the Vendor's
remaining 50% stake in AMBT (the "Remaining Stake"). The Vendors
will be permitted to sell the Remaining Stake to Tarsus in the
event of a sale of at least 50.1% of Tarsus ordinary shares of 5p
each collectively held (either directly or beneficially) by both
Neville Buch, Chairman and Douglas Emslie, Group Managing Director
as at the date of completion. In this circumstance the Vendors may
sell their Remaining Stake to Tarsus for a maximum consideration of
$25m (approx. GBP16.1 million) in cash determined in reference to
the profit of AMBT in the financial year (31 December) immediately
preceding exercise of the option.
Douglas Emslie, Tarsus Group Managing Director said:
"AMBT is an excellent strategic acquisition and allows Tarsus to
build scale in South East Asia with an entrepreneurial partner.
Many of the ASEAN economies are growing strongly and the AMBT joint
venture will offer us first-mover advantage in some key sectors in
these exciting markets.
"I have known Andrew Siow for over 20 years and he and Richard
have an excellent track record in launching and developing events
in the region. Their expertise will add significant strength and
depth to the Group's operations in South East Asia. We expect there
to be compelling opportunities to replicate Tarsus' leading brands
into AMBT's geographic footprint."
Tarsus intends to announce its results for the six months ended
30 June 2015 on 29 July 2015.
For further information:
Tarsus Group plc:
Douglas Emslie, Group Managing Director + +44 (0)20 8846 2700
Dan O'Brien, Group Finance Director
Neville Harris, Investor Relations +44 (0)7909 976044
Notes to editors
Tarsus Group plc (LSE:TRS) is an international
business-to-business media group with interests in exhibitions,
publishing and online media. The Group operates globally in key
verticals including aviation, medical, labels and packaging,
discount clothing (Off-Price), housewares and automotive. Tarsus
runs more than 80 events and websites and its flagship brands
include the Labelexpo exhibitions in Europe, the Americas and Asia
and the Dubai Airshow.
The Group operates across a worldwide network of offices in
Dublin, London, Paris, Milwaukee, Boca Raton (Florida), Dubai,
Shanghai, Jakarta, New Delhi and Istanbul. Tarsus is building on
its strong presence in the emerging markets of the Middle East,
China, Turkey, Indonesia and Mexico.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQEXLFBEDFEBBK
Tarsus (LSE:TRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tarsus (LSE:TRS)
Historical Stock Chart
From Jul 2023 to Jul 2024