Reverse take-over & Admission
April 05 2006 - 4:05AM
UK Regulatory
RNS Number:9749A
Twenty PLC
05 April 2006
FOR IMMEDIATE RELEASE 5 April 2006
TWENTY PLC
(AIM: TWE)
COMMENCEMENT OF TRADING ON AIM
AND
ACQUISITION OF DATAFORCE HOLDINGS
The Board of Twenty ('Twenty' or 'the Group), an investment vehicle focusing on
the marketing services sector, is pleased to announce that its ordinary shares
have been admitted to trading on the AIM market of the London Stock Exchange ("
AIM") today under the symbol TWE. ARM Corporate Finance Limited is acting as the
Nominated Adviser and Corporate Synergy Limited is Broker to the Company. Until
04 April 2006, the Company's shares have been traded on OFEX.
The Company is also pleased to announce the reverse takeover of Dataforce
Holdings ("Dataforce") for #10.5million, of which #9.9 million will be paid in
cash and #616,120 will be satisfied by the issue of the Consideration Shares.
Dataforce provides integrated, data-driven, multi-channel CRM solutions in the
UK.
HIGHLIGHTS
* Twenty to acquire Dataforce for #10.5 million, of which #9.9 million will
be paid in cash and #616,120 will be satisfied by the issue of Consideration
Shares;
* Successfully raised #8.4million (before expenses) via a placing of
41,790,000 new shares at 20p per share;
* At the placing price the enlarged business will be capitalised at
#9.7million;
* Twenty will also issue 6,800,000 warrants to existing Shareholders, which
will represent 11.1 per cent of the issued share capital on Admission on a
fully diluted basis. Each existing Shareholder will receive two Warrants for
every Existing Share held at no extra cost;
* This is the first acquisition by Twenty, creating a central hub for the
Company to grow its marketing services business;
* Further bolt-on acquisitions are likely as part of Twenty's buy-and-build
strategy; and
* Strong management team in place - including Chief Executive Ian Lancaster
who was a founder of TUP, a data based marketing services business, which
was successfully sold in 2000 to a trade buyer. Ian was also a founder of
Virgin Cars.
Commenting on the acquisition and move to AIM, Ian Lancaster, Twenty's Chief
Executive said: "This acquisition marks the beginning of Twenty's planned
development. Since admission to trading on Ofex last year the Company has been
assessing potential acquisitions and we look forward to continuing this strategy
now that our Shares are traded on AIM.
"Dataforce is a well-established, fast-growing company that provides the perfect
building block for the Twenty's expansion in the marketing services sector. We
are very pleased with this acquisition and look forward to working closely with
its current management team in order to enhance the business in the coming
months."
Enquiries:
Twenty plc Tel: 07801 212 862
Ian Lancaster, Chief Executive
www.twentyplc.com
ARM Corporate Finance Limited Tel: 020 7512 0109
John Simpson
Bishopsgate Communications Ltd Tel: 020 7430 1600
Maxine Barnes
Nick Rome
PLACING STATISTICS
Price per Ordinary Share 20 pence
Number of Placing Shares being issued 41,790,000
Number of Consideration Shares being issued 3,080,600
Percentage of Enlarged Share Capital represented by the Placing Shares
at Admission 86.59%
Number of Ordinary Shares in issue at Admission 48,270,600
Number of Warrants in issue following Admission 6,800,000
Estimated net proceeds of the Placing #7.6 million
Market capitalisation of the Enlarged Group at the Placing Price #9.7 million
The Ordinary Shares will be listed on AIM under the symbol TWE
BACKGROUND
Twenty was incorporated on 13 May 2005 as an investment vehicle to acquire and
invest in companies specifically focussed on the management of customer data and
intelligence in the marketing services sector in the UK.
The Directors have a track record in development of business within the specific
areas of data acquisition, management and analytical modelling and assisting
blue chip clients in acquiring and improving the loyalty and value of their
clients businesses. It is the intention of the Directors to create a group that
will, on behalf of their clients, acquire data assets and build valuable
marketing services propositions.
STRATEGY
The Group's strategy is to create, through acquisition, a marketing services
group with customers, prospect data and data intelligence at its centre by
investing in a diversified group of marketing services businesses.
It is anticipated that value for shareholders will be created through leveraging
client, product and cost synergies through the Group. It is anticipated that
the benefit for target companies acquired by Twenty will be the extended
exposure through the Group's client base, inter-subsidiary cross selling
opportunities and a greater profile through being part of a company traded on
AIM.
Its objective is to offer a range of marketing communication functions for
customers, including:
* customer relationship management services;
* data acquisition;
* customer analytics and data modelling; and
* direct marketing.
The Directors believe that the focus on data integrated with multi-channel CRM
services will provide Twenty with clear differentiation from existing marketing
services businesses.
ACQUISITION OF DATAFORCE
Dataforce provides integrated, data-driven, multi-channel CRM solutions in the
UK. This is the first step in the Company's acquisition strategy and as a result
Twenty will provide data, analytics, contact centre, mailing and fulfilment
services to the direct marketing and CRM markets in the UK.
Dataforce has pursued a strategy based on the exploitation of data and building
solutions that are consumer centric. It has invested in the contract centres,
database services and in technology that enables it to carry out dialogue with
individual consumers on behalf of its clients. The Directors believe that these
investments have allowed the business to develop and help Dataforce to build
long term relationships with its clients.
Dataforce focuses its sales efforts on winning clients who are interested in
developing a strategic multi-product relationship. Whilst Dataforce does supply
clients with single product 'point solutions', it does so on the basis that
these relationships will form a platform for further solution developments.
Dataforce has developed its products to meet clients needs and operates in a
variety of business sectors with an emphasis on the following sectors: FMCG,
charities, multi-channel retailers, government, automotive, travel & leisure,
and finance and utilities.
CURRENT TRADING, TRENDS AND PROSPECTS
In the ten months ended 31 October 2005 Dataforce generated pre tax profits of
#912,569 on turnover of #14.3million.
Since 31 October 2005 the business of Dataforce has continued to develop and has
established relationships with Cancer Research, Department of Works and
Pensions, Crown Collections and the Salvation Army maintaining Dataforce's
historically high rate of tender conversion. These relationships enhance the
ability to leverage existing sector solutions with new clients, improving
margins.
Organic growth will be focused on expanding the range of services from Dataforce
to existing clients and to developing new sector specific solutions.
Additionally, new clients within the key sectors identified by Dataforce will be
targeted where they have a market advantage.
Acquisitive growth - The experience of the Existing Directors in building
successful businesses in the marketing services sector, the stronger capital
base of the Enlarged Group and the ability to place quoted Ordinary Shares
should provide a platform for acquisitive growth. The Directors believe that as
businesses are acquired enhanced operating profit margins for the Enlarged Group
should be capable of being achieved using operational processes across a number
of different clients.
MANAGEMENT TEAM
Existing Directors
Mark Patron, Non-executive Chairman
Mark Patron was a founder of leading Claritas (UK) Limited ("Claritas"). Over a
14 year period he helped to build Claritas into a business with an annual
turnover of #30 million and profits before interest and tax of #6 million. In
1995 Claritas was sold to V N U for #49million.
Mark was a founder and Chairman of Abacus and is currently non-executive
Director of Red Eye International Limited, Rocketscience, and Transactis
Limited.
His expertise is in direct marketing, market research and the internet. Recently
he was voted one of the UK's 15 most influential direct marketers by readers of
Precision Marketing magazine.
Ian Lancaster, Chief Executive Officer
Ian Lancaster is an entrepreneur with an ability to create shareholder value
with experience in Europe, USA and Australia.
As an investor and a founder of Virgin Cars Limited, in 2000 he helped to
establish the "Virgin" brand in the retail car sector, developed key supplier
relationships and created a consumer branded direct car sales business using the
internet. The business was sold to a trade buyer in 2004.
Previously, Ian was a founder of The Ultimate Perspective Group ("TUP"), a data
marketing services business established as a start-up in 1990. TUP achieved
revenues of #17 million and profits before interest and tax of #4.3million for
the financial year to 31 December 2000. TUP was successfully sold in 2000 to a
trade buyer with an exit valuation of #35 million.
Martin Clarke, Non-executive Director
Martin Clarke is an academic and businessman with over 20 years experience in
the commercial exploitation of data modelling in the retailing and marketing
sectors. He is also the Chief Executive of Emaginating Ltd, which provides
strategic advice on distribution issues and market entry planning.
He helped to create three businesses in the market planning sector over a period
of 15 years including GMAP Limited ("GMAP"). From a start-up he helped to grow
GMAP into a business employing 120 staff with revenues of #6.5 million and
offices in the UK, USA and Japan.
Martin Clarke was a member of the Department of Health Review Panel on the use
of Performance Indicators in the NHS, and is a member of the Government's
Technology Foresight Committee.
He remains a Professor of Geographic Modelling at the University of Leeds.
Charles Perkins, Non-executive Director
Charles Perkins is a chartered accountant with an MBA from Cranfield University.
Having qualified with Moores Rowland in 1992, he became financial controller at
British Ensign Estates Limited, a property investment company. In 1996 he was
part of the founding team of Empresaria Plc, a recruitment/venture capital
business now quoted on AIM. In 2000, he left Empresaria Plc to do a full time
MBA at Cranfield University. He is an investor in and advisor to small
companies.
Proposed Directors
Andrew Lee, Proposed Director
Andrew Lee joined Dataforce in 2004 as Chief Operating Officer.
His career spans a range of industry sectors (retail, logistics and FMCG) and
business to business activities in the UK and internationally.
He spent four years as Group Operations Director of the fulfilment and customer
services division of N Brown Group plc. Previously he spent 15 years in the
Unipart Group and was managing director of Demand Chain Logistics.
Grant Newton, Proposed Finance Director
Grant Newton joined Dataforce in 1999 and has been instrumental in improving the
profit performance of the company in 2005.
Prior to joining Dataforce Group, Grant was divisional head of finance at BSi,
focussing on delivering effective cost management programmes and managing
working capital. He also led the investment appraisal of acquisition targets and
set up a JV in the Pacific Rim.
His day-to-day focus is to manage the cash and assets of the Company, deliver
management information to the business, and help drive efficiency, performance
and profitability. Grant also has operational responsibility for IT and database
activities.
---ENDS---
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