Tarsus Group PLC Disposal (8040S)
July 13 2015 - 2:00AM
UK Regulatory
TIDMTRS
RNS Number : 8040S
Tarsus Group PLC
13 July 2015
13 July 2015
Tarsus Group plc
Disposal of French portfolio
Tarsus Group plc ("Tarsus" or the "Company" and, together with
its subsidiaries, the "Group"), the international
business-to-business media group, is pleased to announce that it
has reached agreement to sell 100% of Tarsus France Holdings SAS
(the "French Business") to Magellan VI SAS (the "Purchaser") for a
total consideration of EUR9.2 million (approximately GBP6.6
million) (the "Disposal"). The Disposal supersedes the earlier
agreement, announced on 8 January 2014, pursuant to which the Group
undertook to dispose of up to 18% of the French Business to CRG
Consulting SAS ("CRG").
Core to the Group's "Quickening the Pace" strategy, which is
focused on accelerating the financial returns to shareholders, is
the targeting of the faster growing economies of the emerging
markets and the US. The French Business, which owns a broad
portfolio of exhibitions and conferences in France covering sectors
including education, marketing, IT and the events and meetings
industry, generated a profit before tax for the year ended 31
December 2014 of EUR0.9 million (approximately GBP0.6 million) and,
as at 31 December 2014, had gross assets of EUR24.7 million
(approximately GBP17.7 million).
The Disposal is expected to be modestly dilutive to earnings per
share in the current year and future years. The net proceeds from
the Disposal will be used to strengthen the Group's balance sheet
and fund expansion in the Group's core geographies.
Detailed terms of the Disposal
Tarsus will receive EUR9.2 million (approximately GBP6.6
million) in cash from the Purchaser for the French Business (the
"Consideration"). EUR7.2 million (approximately GBP5.2 million)
will be received at completion and a deferred payment of EUR2.0
million (approximately GBP1.4 million) is expected to be received
prior to 31 December 2016 (the "Deferred Consideration"). The
Consideration is subject to customary financial adjustments to
reflect the amount of net financial debt in the French Business at
completion of the Disposal. Payment of the Deferred Consideration
is subject to fall-back arrangements which provide for the Group to
take majority control of the Purchaser if the Deferred
Consideration is not paid in cash by 31 December 2016, but the
Company does not expect those arrangements to be implemented.
At completion of the Disposal, the Purchaser will be owned as to
50.03% by CRG and as to 49.97% by Fonds de Consolidation et de
Développement des Entreprises II. The managing director of the
French Business, Romuald Gadrat, owns 80% of the share capital and
voting rights of CRG, with the remaining 20% held by Claire Gadrat.
By virtue of being a director of the French Business, Romuald
Gadrat is considered to be a related party for the purposes of the
Listing Rules and the Disposal, therefore, constitutes a related
party transaction. Consequently, the Disposal is subject to and
conditional upon the approval of the Company's shareholders at a
general meeting.
Further details of the Disposal and a notice convening a general
meeting to approve the Disposal will be sent to Tarsus shareholders
in due course.
Douglas Emslie, Group Managing Director of Tarsus said:
"Since 2010 we have reshaped the Group's portfolio to target a
greater exposure to the US and emerging markets. In 2009, 53% of
the Group's revenue was generated in these markets and we expect
this to increase to 85% in 2015 on a pro-forma basis.
"Further, our "Quickening the Pace" strategy has seen us
increasingly focus on economies we believe offer the best
opportunity for growth. The disposal of our French business will
allow us to recycle capital and continue to invest in these higher
growth economies."
For further information contact:
Tarsus Group plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director
IR Focus
Neville Harris 07909 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
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