RM PLC Acquisition (1783W)

TIDMRM. TIDMCNCT

RNS Number : 1783W

RM PLC

07 February 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

7 February 2017

RM plc

("RM" or the "Company")

PROPOSED ACQUISITION OF THE EDUCATION & CARE BUSINESS OF CONNECT GROUP PLC

Summary

RM, a leading independent supplier of resources, IT software and IT services to the UK and international education market, today announces the proposed acquisition of the Education & Care business of Connect Group PLC ("Connect Education & Care") for a consideration of GBP56.5 million on a cash and debt free basis, subject to customary adjustments (the "Acquisition"). RM will also assume Connect Education & Care's pension schemes which reported a combined net liability of GBP7.9 million on an IAS 19 basis as at 31 August 2016.

The consideration payable represents a multiple of 6.3 times Connect Education & Care's EBITDA(1) and 5.1 times EBITDA(1) for the year ended 31 August 2016, including the benefit of expected synergies.

Connect Education & Care is a leading, independent supplier of branded and own brand products primarily to educational institutions. Connect Education & Care currently serves over 30,000 customers, predominantly in the UK, providing an extensive range of over 40,000 commodity and education resources products through its well-established "The Consortium" and "West Mercia Supplies" brands.

For the year ended 31 August 2016, Connect Education & Care reported revenues of GBP64.8 million, EBITDA(1) of GBP9.0 million and EBIT(1) of GBP7.8 million.

The Acquisition, and its associated expenses, will be funded from a combination of the Group's existing cash reserves and a new GBP75 million revolving credit facility. The Board believes that, following the Acquisition, RM will continue to have a strong balance sheet with a pro forma net debt to EBITDA ratio of 0.7 times(2) .

The Board believes that there is a compelling strategic rationale to combining Connect Education & Care and TTS, RM's existing and well-established education supplies business, and that the Acquisition would provide a number of operational and financial benefits which are expected to create material value for Shareholders.

In particular, the Board of RM believes that the combination of Connect Education & Care and TTS creates:

   --     A leader in the UK educational supplies market 

-- The combined business would have strong positions in the UK early years, primary and secondary school education segments with complementary geographical footprints across the UK

   --     A comprehensive and better balanced product portfolio 

-- Connect Education & Care's own label products are complementary to TTS's curriculum focused, added value resources portfolio, adding breadth and resilience to revenues

   --     A substantial e-commerce platform 

-- By combining the capabilities and knowledge in e-commerce, the Enlarged Group would be well placed to take advantage of the increasing move to online purchasing

   --     An international channel of scale 

-- The combined business would have an increased scale internationally providing further opportunities for growth

   --     Expected pre-tax cost synergies of at least GBP2 million p.a. 

-- The Board expects that the combination of TTS and Connect Education & Care would deliver annual run-rate pre-tax cost savings of at least GBP2.0 million (before integration costs) by 12 months following Completion

   --     Significant value for shareholders 

-- The Acquisition is expected to be accretive to RM's adjusted earnings per share in the first year and achieve an adjusted return on invested capital above RM's cost of capital.(3)

The Acquisition is of sufficient size relative to that of the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional upon the approval of Shareholders in General Meeting.

The Acquisition is also conditional, amongst other things, on obtaining CMA Clearance. The date of the General Meeting will be confirmed in a Circular to be published in connection with the Acquisition. The Acquisition is expected to complete in the first half of RM's 2017 financial year.

The Circular is expected to be published as soon as practicable and will be made available on RM's website (www.rmplc.com) and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.do.

Analyst and investor presentation

RM will host an analyst and investor presentation at 11:00 a.m. today at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD.

Copies of this announcement and of the analyst and investor presentation on the Acquisition will be made available on RM's website (www.rmplc.com) today.

For further information, please contact:

 
                                                +44 (0)8450 
 RM plc:                                         700 300 
 David Brooks 
 Neil Martin 
 
 Rothschild - Financial Adviser and          [phone] 
  Sponsor:                                             5000 
 Neil Thwaites 
 Nathalie Ferretti 
 
                                             [phone] 
 Numis:                                                1000 
 Simon Willis 
 Mark Lander 
 
                                             [phone] 
 Peel Hunt:                                            8900 
 Edward Knight 
 
                                             [phone] 
 FTI Consulting:                                       1000 
 Chris Lane 
 Elena Kalinskaya 
 

Notes

1 Before non-recurring items

2 Based on RM's net cash position of GBP40 million as at 30 November 2016, a consideration of GBP56.5 million, estimated transaction costs and expenses of c.GBP3.5 million and RM reported results for the year ended 30 November 2016 and Connect Education & Care's reported results for the year ended 31 August 2016

3 Including annual run-rate pre-tax synergies of GBP2.0 million

This summary should be read in conjunction with the full text of this announcement. Certain defined terms used in this announcement are set out in the appendix to this announcement.

Important Notice

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or N M Rothschild & Sons Limited ("Rothschild").

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for the Company and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Rothschild accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

7 February 2017

RM plc

("RM" or the "Company")

PROPOSED ACQUISITION OF THE EDUCATION & CARE BUSINESS OF CONNECT GROUP PLC

   1.         Introduction 

RM today announces that it has entered into a conditional agreement to acquire the entire issued share capital of Connect Education & Care for a consideration of GBP56.5 million on a cash-free, debt-free basis, subject to customary adjustments. RM will also assume Connect Education & Care's pension schemes which reported a combined net liability of GBP7.9 million on an IAS 19 basis as at 31 August 2016.

The consideration to be paid for Connect Education & Care will be satisfied entirely in cash at Completion, funded through existing resources and new debt facilities, and represents a multiple of 6.3 times Connect Education & Care's EBITDA (before non-recurring items) of GBP9.0 million for the year ended 31 August 2016. Including expected annual run-rate pre-tax synergies of GBP2.0 million, the consideration represents a multiple of 5.1 times Connect Education & Care's EBITDA (before non-recurring items) for the year ended 31 August 2016.

Connect Education & Care is a leading independent supplier of branded and own brand products primarily to educational institutions. The Acquisition represents a strategic opportunity for RM to enhance significantly the scale and offering of its education resources business. The Board believes that the combination of RM's education resources business, TTS, and Connect Education & Care would lead to an expanded, more diversified and better balanced product portfolio, comprising a wide spectrum of higher, value-added, curriculum focussed resources and essential commodity and education resource products. The businesses also have complementary geographic coverage and customer relationships, and combined would have an improved purchasing position and benefit from other significant operational improvement opportunities.

The Acquisition is of sufficient size relative to that of the Group to constitute a Class 1 transaction under the Listing Rules and is therefore conditional upon the approval of Shareholders.

Accordingly, Shareholder approval of the Acquisition is being sought at a General Meeting, the date of which will be confirmed in the Circular relating to the Acquisition which is expected to be published as soon as practicable.

   2.         Information on Connect Education & Care 

Connect Education & Care is a leading, independent supplier of branded and own brand products primarily to educational institutions. Connect Education & Care currently serves over 30,000 customers, predominantly in the UK, providing an extensive range of over 40,000 commodity and education resources products through its well-established "The Consortium" and "West Mercia Supplies" brands. Approximately 95 per cent. of reported revenues in the year ended 31 August 2016 were made to the education sector in the UK and abroad (comprising primary, secondary, independent and other educational establishments).

Connect Education & Care's head office and primary distribution centre are both based in Trowbridge and it operates an additional storage facility in Shrewsbury. Connect Education & Care currently has approximately 300 full time employees throughout the UK and operates as a trading division of Connect Group PLC.

For the year ended 31 August 2016, Connect Education & Care reported revenues of GBP64.8 million (2015: GBP65.9 million), EBITDA (before non-recurring items) of GBP9.0 million (2015: GBP8.7 million) and EBIT (before non-recurring items) of GBP7.8 million (2015: GBP7.8 million). Connect Education & Care's total reported assets were GBP57.4 million as at 31 August 2016 (2015: GBP63.6 million).

   3.         Background to, and reasons for, the Acquisition 

RM is listed on the premium listing segment of the Official List and provides resources, IT software and IT services to the education market, primarily in the UK as well as internationally. The Group operates through three divisions: RM Resources (trading under the "TTS" brand), RM Education and RM Results. Following a strategic review in 2011, and subsequent disposals of non-core assets, the Board believes that the Group is now well-positioned to focus on consolidating and further strengthening its position in its key markets.

The Board further believes that there is a compelling strategic rationale to combining Connect Education & Care and TTS and that the Acquisition would provide a number of operational and financial benefits which are expected to create material value for Shareholders. In particular:

-- Become a market leader - TTS and Connect Education & Care are two of the leading providers in the approximately GBP2.0 billion UK educational resources market. The Acquisition is expected to enhance the Group's position within this fragmented market. The combined businesses would create a market leader in the primary and early years segments and TTS would benefit from Connect Education & Care's much stronger position in the secondary school segment at a time when pupil numbers in secondary schools are set to grow after years of decline.

-- Complementary product offering - Connect Education & Care's own label, commodity products are complementary to TTS's curriculum focused classroom resources (with its proprietary intellectual property). This would offer schools and nurseries a wider range of education resources from a single supplier. Each of Connect Education & Care's and TTS's respective brand identities would be of central importance to the success of the Enlarged Group in retaining existing and attracting new customers. It is the Board's intention that the Enlarged Group would continue to retain Connect Education & Care's "The Consortium" and "West Mercia Supplies" brands and the TTS brand.

-- Better balanced product portfolio - Connect Education & Care's revenues are typically less impacted than TTS's by fluctuations in spending in the UK educational resources market as a major proportion of Connect Education & Care's products are consumable and essential purchases. The Enlarged Group would benefit from enhanced resilience.

-- Improved UK regional presence - The combination of Connect Education & Care and TTS would provide the Enlarged Group with a broader footprint across the UK.

-- Substantial e-commerce platform - Connect Education & Care and TTS have both invested in e-commerce platforms. Their combined capabilities and knowledge in this area would ensure that, together, they are well placed to take advantage of the increasing move to online purchasing.

-- International channel of scale - Both TTS and Connect Education & Care are growing strongly in English speaking international schools. In addition, TTS is having significant success selling its own IPR products to the export market through in-region distributors. The Enlarged Group would have improved scale internationally and could lead to growth opportunities as a consequence.

-- Combined procurement synergies - The combination of Connect Education & Care and TTS would create a business with improved procurement synergies across the supply chain.

-- Creates enhanced shareholder value - The Acquisition is expected to be accretive to the Group's adjusted earnings per share in the first year and, including annual run-rate pre-tax synergies of GBP2.0 million, achieve an adjusted return on invested capital above RM's cost of capital.

The Board believes that there are several areas for potential cost synergies from the combined businesses including:

   --      Optimisation of combined product lines; 
   --      Reduction of duplicative senior executive roles and head office efficiencies; 
   --      Optimisation of third party sourcing, freight and logistics; and 
   --      Sharing of best practice between Connect Education & Care and TTS. 

The Board expects that the combination of TTS and Connect Education & Care would deliver full run rate, pre-tax cost savings of at least GBP2.0 million (before integration costs) by 12 months following Completion. These synergies are expected to be realised from cost reductions, principally through purchasing optimisation, the elimination of duplicative senior executive roles and head office efficiencies and other functions and efficiency savings. The expected one-off cash costs to implement the integration and deliver synergies are estimated at approximately GBP2.5 million to be incurred by the 12 months following Completion.

The synergies identified above reflect both beneficial elements and costs and could not be achieved independently as they are contingent on the Acquisition. This statement of estimated cost savings relates to future actions and circumstances which by their nature involve risks, uncertainties, contingencies and other factors. As a result, the cost savings referred to may not be achieved, or those achieved may be materially different from those estimated. The figures regarding expected synergies set out in this announcement are unaudited numbers based on management estimates.

A detailed integration plan, led by senior executives of RM, TTS and Connect Education & Care, will be established to deliver benefits from the combination of TTS and Connect Education & Care, including the formation of an integration steering group with key individuals from RM. This integration plan includes a cost synergy plan; ensuring excellent customer, supplier and employee communications; ensuring use of best practice across the Enlarged Group; and implementing a unified structure over time.

   4.         Principal terms of the Acquisition 

Pursuant to the Acquisition Agreement, the Group has conditionally agreed to purchase the entire issued share capital of Connect Education & Care for a cash consideration of GBP56.5 million on a cash free, debt free basis, subject to customary adjustments. RM will also assume Connect Education & Care's pension schemes which reported a combined net liability of GBP7.9 million on an IAS 19 basis as at 31 August 2016.

The Acquisition, and associated expenses, will be funded from a combination of the Group's existing cash reserves and new debt facilities.

The Acquisition is conditional upon, amongst other things, the approval of the Acquisition by Shareholders and the receipt of Clearance from the CMA.

While the Company does not consider that the Acquisition will result in any substantial lessening of competition on any relevant frame of reference, the CMA will conduct an assessment of the Acquisition. The CMA's initial assessment (the "Phase I review") will involve contacting a number of third parties, including customers, competitors and suppliers. The Phase I review must be completed within 40 working days from the date of formal notification. The CMA will subsequently decide whether or not to conduct a more thorough in-depth review, lasting 24 weeks ("Phase II review"). Pre-notification discussions with the CMA will commence shortly, followed by formal notification to start the Phase I review.

The Acquisition is expected to complete in the first half of RM's current financial year ending 30 November 2017.

In the unlikely event that the CMA opens a Phase II review, the Group may, in certain circumstances, elect to terminate the Acquisition Agreement and pay to the Seller a break fee of GBP1.0 million (inclusive of any irrecoverable VAT).

   5.         Financing of the Acquisition 

The Board has given careful consideration as to the financing of the Acquisition, including the impact on gearing, in light of what the Board deems to be a prudent, long-term capital structure for the Enlarged Group. The Board has concluded that the Acquisition, and its associated expenses, should be funded from a combination of:

-- New facilities made available under the New Facility Agreement, comprising a GBP75 million revolving credit facility; and

   --          The Group's existing cash reserves. 

The amount of funds available under the revolving credit facility will be reduced by GBP5 million at each of the dates falling 12 months, 18 months and 24 months following Completion, reducing to a total facility size of GBP60 million.

The Board believes that, following the Acquisition, RM will continue to have a strong balance sheet with a pro forma net debt to EBITDA ratio of 0.7 times. The Group retains full flexibility to realise its additional strategic organic growth objectives and targeted investment opportunities following the Acquisition.

In the event that the Acquisition does not complete, the New Facility will not come into effect and the Current Facility will remain in force.

   6.         Financial effects of the Acquisition 

The Board expects that the Acquisition would be accretive to adjusted earnings per share in the first year and, including annual run-rate pre-tax synergies of GBP2.0 million, would achieve an adjusted return on invested capital above RM's cost of capital.

   7.         Dividend policy 

Following Completion of the Acquisition, the Board intends to continue to adopt a progressive dividend policy with the objective of a dividend cover of between two to three times.

   8.         Current trading, prospects and trends of the Enlarged Group 

RM

2016 was a year of good progress for RM. Although revenue declined as expected, adjusted operating profits and margins improved compared with the prior year. Cash conversion also improved markedly and the Group finished the year with net cash of GBP40 million.

RM Resources saw a decline in revenues compared with the prior year during which school expenditure on curriculum resources was higher due to primary school curriculum change. Schools were also impacted by unfunded increases in pension and National Insurance costs. International revenues continued to grow and the division's margins were maintained.

RM Results delivered good revenue and profit growth supported by an expanded e-testing managed service contract. The division's future market position was further strengthened by the renewal of several long term contracts and the securing of an e-assessment contract which, for the first time, combines both e-testing and e-marking.

RM Education revenues declined as a result of its continued reshaping whilst profitability grew and operating margins improved. A further step was undertaken towards the end of the year to remove UK headcount from the lowest margin parts of the business. 2017 will be the last year in which BSF contracts are a significant contributor. Recurring annuity revenues are running at over 60 per cent. of the total.

The Group continues to have a strong balance sheet, with cash and short term deposits at the year-end of GBP40.0 million (2015: GBP48.3 million). This was after a GBP12 million pension contribution in the year which included a one off GBP8 million payment associated with the May 2015 triennial valuation.

The outlook for 2017 is affected by continued pressure on school budgets and adverse changes in foreign exchange rates following the EU Referendum result. However, management is focussed on all three divisions continuing to deliver sound operating margins.

Connect Education & Care

On 26 January 2017, Connect Group released a trading update statement for the 20 week period to 21 January 2017. Connect Education & Care's reported total and like for like revenues both decreased by 4.6 per cent. Core reported revenues decreased by 4.4 per cent. with increased revenues in early years being offset by difficult trading conditions in its other markets.

   9.         General Meeting 

The date of the General Meeting will be confirmed in the Circular to be published in connection with the Acquisition. The purpose of the meeting will be to approve the Resolution in connection with the Acquisition.

The Resolution will propose that the Acquisition is approved and that the Directors be authorised to take all steps and enter into all agreements and arrangements necessary or desirable to implement the Acquisition. The Resolution will be proposed as an ordinary resolution which will be passed if more than 50 per cent. of the votes cast are in favour. In the event that the Resolution is not passed, the Acquisition will not proceed.

   10.       Recommendation 

The Board has received advice from Rothschild in connection with the Acquisition. In providing advice to the Board, Rothschild has relied upon the Board's commercial assessment of the Acquisition. The Board considers the terms of the Acquisition to be in the best interests of the Company and its Shareholders taken as a whole.

Accordingly, the Board intends to unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors (and certain of their connected persons) intend to do so in relation to their own individual holdings which amount in total to 456,728 Ordinary Shares, representing approximately 0.55 per cent. of the existing issued share capital of the Company as at 6 February 2017 (being the latest practicable date prior to publication of this announcement).

APPIX

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

 
 "Acquisition Agreement"      the conditional agreement 
                               dated 7 February 2017 
                               and made between the Company, 
                               the Seller and Connect 
                               Group relating to the 
                               Acquisition, further details 
                               of which will be set out 
                               in the Circular 
 "Board" or "Directors"       the board of directors 
                               of the Company, or any 
                               duly authorised committee 
                               thereof 
 "Circular"                   the circular to be published 
                               in connection with the 
                               Acquisition 
 "Clearance"                  Phase I Clearance or Phase 
                               II Clearance, as applicable 
 "CMA"                        the UK Competition and 
                               Markets Authority 
 "Company" or "RM"            RM plc, registered in 
                               England and Wales with 
                               registered number 01749877 
 "Completion"                 completion of the Acquisition 
                               in accordance with the 
                               terms of the Acquisition 
                               Agreement 
 "Connect Education & Care"   Hedglane Limited, registered 
                               in England and Wales with 
                               registered number 06470133 
 "Connect Group"              Connect Group PLC, registered 
                               in England and Wales with 
                               registered number 05195191 
 "Current Facility"           the facility agreement 
                               dated January 2012 and 
                               made between the Company 
                               and Barclays Bank plc 
 "EBIT"                       earnings before interest 
                               and tax 
 "EBITDA"                     earnings before interest, 
                               tax, depreciation and 
                               amortisation 
 "Enlarged Group"             the Group as enlarged 
                               by the Acquisition 
 "FCA"                        the UK Financial Conduct 
                               Authority 
 "General Meeting"            the general meeting of 
                               the Company to be convened 
                               in connection with the 
                               Acquisition, notice of 
                               which will be set out 
                               in the Circular 
 "Group"                      the Company, its subsidiaries 
                               and its subsidiary undertakings 
                               as at the date of this 
                               announcement 
 "IPR"                        Intellectual Property 
                               Rights 
 "Listing Rules"              the Listing Rules made 
                               by the FCA pursuant to 
                               section 73A of the FSMA 
 "New Facility Agreement"     the conditional facility 
                               agreement dated 7 February 
                               2017 and made between 
                               the Company, Barclays 
                               Bank plc and HSBC Bank 
                               plc relating to the debt 
                               financing of the Acquisition, 
                               further details of which 
                               will be set out in the 
                               Circular 
 "Ordinary Shares"            ordinary shares of 2 2/7 
                               pence in the capital of 
                               the Company 
 "Phase I Clearance"          means, in so far as the 
                               Acquisition qualifies 
                               for investigation under 
                               the merger control provisions 
                               of the Enterprise Act 
                               2002, receipt of confirmation 
                               from the CMA, on terms 
                               reasonably satisfactory 
                               to the Company, that no 
                               reference will be made 
                               under section 22 or 33 
                               of the Enterprise Act 
                               2002 in respect of the 
                               Acquisition or any part 
                               of it 
 "Phase II Clearance"         means, following a reference 
                               under section 22 or 33 
                               of the Enterprise Act 
                               2002, receipt of confirmation 
                               from the CMA, on terms 
                               reasonably satisfactory 
                               to the Company, that either: 
                               (a) the Acquisition may 
                               not be expected to result 
                               in a substantial lessening 
                               of competition for the 
                               purposes of Part 3 of 
                               the Enterprise Act 2002; 
                               or 
                               (b) although the Acquisition 
                               may be expected to result 
                               in a substantial lessening 
                               of competition, it may 
                               nonetheless proceed, such 
                               decision being either 
                               unconditional or conditional 
                               on the CMA's acceptance 
                               of any remedies, commitments 
                               and undertakings offered 
                               to remedy the substantial 
                               lessening of competition 
 "Resolution"                 the resolution to approve 
                               the Acquisition that will 
                               be set out in the notice 
                               convening the General 
                               Meeting contained in the 
                               Circular 
 "Seller"                     Smiths News Holdings Limited, 
                               registered in England 
                               and Wales with registered 
                               number 04236079 
 "Shareholders"               holders of Ordinary Shares 
 "TTS"                        TTS Group Limited, registered 
                               in England and Wales with 
                               registered number 04373761, 
                               a wholly-owned subsidiary 
                               of RM 
 

Important Notice

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or N M Rothschild & Sons Limited ("Rothschild").

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for the Company and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Rothschild does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Rothschild accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

[END]

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END

ACQZMGGZVNNGNZG

(END) Dow Jones Newswires

February 07, 2017 02:00 ET (07:00 GMT)