TWE Twenty

 

TIDMTWE 
 
RNS Number : 4300G 
Twenty PLC 
01 February 2010 
 
                                   TWENTY plc 
                                    AIM: TWE 
 
                    Acquisition of The Moving Service Limited 
 
                  Issue of 2,408,368 ordinary shares of 0.1p 
 
Twenty plc ("Twenty"), the AIM quoted integrated marketing solutions provider, 
today announces the acquisition of The Moving Service Limited ("Moveme") (the 
"Acquisition"). 
 
The initial consideration is GBP1 in cash payable on completion of the 
Acquisition. Twenty has purchased the entire issued share capital of the Company 
subject to the exercise of subsisting options (representing approximately 0.1 
per cent of the issued share capital of Moveme) which must be exercised within 
30 days of purchase at a price of GBP4 per share. 
 
It is a condition of the Acquisition of Moveme Services Limited that Advent 
Private Equity and Local Globe III Limited ("The Vendors") will subscribe for 
2,408,368 new ordinary shares of 0.1p in Twenty ("New Ordinary Shares") at a 
subscription price of 7.2p per share for a total consideration of GBP175,000. 
 
As a result of such share subscription Advent Private Equity Fund IV will hold 
1,975,748 New Ordinary Shares (representing 3.44% of the issued share capital of 
the Company), Advent Management IV Limited Partnership will hold 19,757 New 
Ordinary Shares (representing 0.03% of the issued share capital of the Company) 
and Local Globe III Limited will hold 412,863 New Ordinary Shares (representing 
0.72% of the issued share capital of the Company). 
 
Twenty is also obliged to issue additional shares in Twenty to the Vendors for a 
subscription price equal to nominal value, subject to the achievement  of 
certain revenue targets by Moveme within a five year period up to 31 December 
2015. 
 
The additional shares would only be issued if  Moveme achieves: 
 
-     a revenue of GBP2m in a financial year, in which case a further 1% of 
equity is earned by the Vendors, 
-     a revenue of GBP3m in a financial year, in which case a further 2.5% of 
equity is earned by the Vendors, 
-     a revenue of GBP4m in a financial year, in which case  a further 2.31% of 
equity is earned by the Vendors. 
 
The issue of further shares in Twenty is capped at 5.81% of equity in Twenty plc 
within the period to December 2015. 
 
In the event that the revenues of Moveme exceed GBP5m in a financial year within 
the period to December 2015, Twenty may at its option: 
 
-     issue a further 1% of equity for each GBP1m of revenue in excess of GBP5m 
at a subscription price of 7.2p per share. The revenue target is incremental in 
that following the achievement of the GBP5m revenue target in a financial year, 
further shares would only be issued in relation to subsequent financial years if 
the revenue exceeds GBP5m and the highest amount of  revenue in the prior 
financial years in the period from Completion to December 2015. The number of 
further shares in Twenty that can be issued is capped at 10% of the issued share 
capital of Twenty plc at the time of issue and is subject to the revenues of 
Moveme reaching GBP15m in a financial year within the period to December 2015; 
or 
 
-     pay a cash sum to the Vendors of GBP150,000 for each GBP1m of revenues in 
excess of GBP5m. Again, the revenue target is incremental in that following the 
achievement of the GBP5m revenue target in a financial year, further cash would 
only be payable in relation to subsequent financial years if the revenue exceeds 
GBP5m and the highest amount of  revenue in the prior financial years in the 
period from Completion to December 2015. 
 
Application has been made today for the admission of the issued New Ordinary 
Shares to trading on AIM.  Admission is expected to be effective on 5 February 
2010. Twenty has also, pursuant to the terms of the Acquisition, agreed to 
invest GBP125,000 in cash or services into the business of Moveme in the twelve 
month period immediately following completion and to make the subscription 
monies of GBP175,000 for the issued New Ordinary Shares available to support the 
working capital requirements of the Moveme business from time to time. 
 
In the year to 31 January 2009 Moveme made a loss of GBP2.1m on turnover of 
GBP250,000. 
 
Twenty plc regards this as an important strategic acquisition for the group in 
securing a valuable data asset, providing valuable consumer prospect data on 
consumers at the point they move house.  This data has considerable value to 
utilities, telecoms providers, media and financial services organisations where 
the house move is a trigger to purchase. 
 
The Moveme business is enabled by the combination of client relationships held 
by Twenty plc group companies, specifically through Twenty's strategic 
relationship with the Royal Mail, which will allow the business to grow quickly. 
 
 
The Moveme cost base has been reduced significantly over the past three months 
by the vendors and this factor combined with the subscription funds injected 
into Twenty plc as part of this transaction by the vendors providing the working 
capital required to allow Moveme to become cash neutral to the group within a 
short period from acquisition. 
 
Ian Lancaster, CEO of Twenty, commented: 
 
"The acquisition of Moveme represents a step change for the group and is 
consistent with our strategy of developing our business model around providing 
data and customer intelligence solutions.  The addition of Advent Private Equity 
as an investor in Twenty plc is welcomed as we have gained a strategic 
investment partner who shares our vision.". 
 
Enquiries: 
 
+---------------------------------------------------------------+---------------------------+ 
| Twenty Plc                                                    | Tel: 01908 829300         | 
| Ian Lancaster, Chief Executive                                |                           | 
| Grant Newton, Finance Director                                |                           | 
|                                                               |                           | 
+---------------------------------------------------------------+---------------------------+ 
| Daniel Stewart & Company plc                                  | Tel: 020 7776 6550        | 
| Graham Webster/Stewart Dickson                                |                           | 
|                                                               |                           | 
+---------------------------------------------------------------+---------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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