Acquisition and Subscription

 

TIDMHOL 
 
RNS Number : 3088R 
Hollywood Media Services plc 
28 April 2009 
 

28 April 2009 
Hollywood Media Services Plc 
("HMS" or "the Company") 
Acquisition of The Casting Suite Limited and Production Switchboard Limited 
Appointment of Non-Executive Director 
Subscription raising up to GBP195,000 
Directors' and Significant Shareholders' Interests 
Update on Current Trading 
Notice of General Meeting 
 
 
Hollywood Media Services Plc, the facilities and catering group, is today 
pleased to announce: 
  *  Two strategic acquisitions taking Hollywood's services into new areas such as 
  pre-production, commercials and films with cross selling opportunities; 
  *  Fundraising of up to GBP195,000 to help fund the working capital requirements of 
  the enlarged Group; 
  *  Management team strengthened through the acquisitions plus the appointment of 
  new non-executive director with complementary skills to help drive organic 
  growth; 
  *  Challenging trading conditions but the first quarter in line with expectations; 
  *  Appointment as one of only four approved facilities providers to ITV; and 
  *  Consolidation strategy continuing with further possible acquisition targets 
  identified. 
 
 
 
HMS has acquired the entire issued share capital of The Casting Suite Limited 
("TCS") and of Production Switchboard Limited ("PS") (together the 
"Acquisitions"). The Directors believe that a successful acquisition strategy to 
build the portfolio of services offered and the size of the Group alongside 
continuing organic growth remains central to achieving a level of activity that 
delivers satisfactory profitability and cash generation. The Directors consider 
the Acquisitions to be important steps in achieving that goal. 
The Company has received subscriptions letters from certain of the vendors of 
TCS and PS together with other new investors and certain directors of the 
Company, in aggregate, for up to 39,000,000 new ordinary shares ("Subscription 
Shares") at 0.5 pence each to raise up to GBP195,000 (the "Subscription"). Of 
the Subscription Shares 15,000,000 have been subscribed for unconditionally and 
24,000,000 will be issued subject to and conditional upon the passing by 
shareholders of resolutions to increase the authorised share capital of the 
Company and to renew the directors authorities under sections 80 and 95 of the 
Companies Act 1985 (together the "Resolutions"). 
A general meeting of the Company has been convened for 10.30am on 21 May at the 
offices of Dowgate Capital Advisers, 46 Worship Street, London EC2A 2EA (the 
"General Meeting") at which the Resolutions will be proposed. 
 
 
The Acquisitions 
TCS 
The Casting Suite provides pre-production services with casting studios in the 
centre of London and an on-line database of actors, extras, models and 
locations. 
TCS was established in June 2008 for the purpose of acquiring the business and 
assets of Envenio Limited, a company which was owned by certain of the vendors 
of TCS and which was subsequently placed into creditors' voluntary liquidation. 
The Statement of Affairs of Envenio Limited shows an operating loss of 
GBP449,740 for the business acquired on sales of GBP660,321 for the year to 31 
December 2007. 
Following the acquisition, significant work has been undertaken to restructure 
and re-launch the business under the TCS brand. The business has operated on a 
reduced cost base in the second half of 2008 and currently operates at a small 
loss on sales that, on an annualised run rate, are ahead of 2007. 
PS 
PS operates as agent and directory for production staff. It has been operating 
for over 10 years and, in the audited accounts for PS for the year to 31 August 
2007, reported a profit after tax of GBP3,184 on sales of GBP103,000. Management 
accounts for August 2008 show results consistent with those in 2007. 
 
 
Although TCS and PS are separate businesses they have been managed as a single 
operation with a shared cost base since the end of 2008, with PS operating from 
the offices of TCS.The benefits of the resultant costs savings will impact in 
the current year and consequently the Directors believe that the two businesses 
should break-even during 2009. 
TCS and PS are complementary businesses to that of the Company and the directors 
of HMS believe that the Acquisitions offer the following opportunities: 
  *  An entry point into commercials and increased presence in film 
  *  Earlier intelligence of planned productions into which the Company can sell its 
  existing facility and catering products; 
  *  Enhanced marketing of facilities and catering services through advertising 
  services on the TCS website; 
  *  Reduced seasonality effects on the business of the enlarged group; and 
  *  Strengthened management, particularly in the area of sales and marketing. 
 
 
 
Principal Terms of the Acquisitions 
The aggregate value at the subscription price of 0.5 pence of the maximum number 
of ordinary shares to be issued in consideration for the Acquisitions is 
GBP147,480. 
An initial 14,748,000 new ordinary shares (the "Initial Consideration Shares") 
have been issued, with 7,374,000 being issued to the sole vendor of PS and 
7,374,000 have been issued  in aggregate to the vendors of TCS (the "TCS 
Vendors"). 
Additional new ordinary shares (the "Further Consideration Shares" and together 
with the Initial Consideration Shares being the "Consideration Shares") may be 
issued to the TCS Vendors depending on the adjusted earnings before interest, 
tax, amortisation and depreciation ("EBITDA") over the two years to 31 December 
2010 (the "Earn Out Period") of each of TCS, PS and Hollywood Catering Services 
Limited ("HCS"), a wholly owned subsidiary of the Company, as follows: 
 
 
a)      for every GBP4,000 of EBITDA generated over the Earn Out Period by TCS 
and PS, combined, in excess of an EBITDA of GBP229,040 the TCS Vendors shall 
receive an additional 345,000 Further Consideration Shares; and 
b)      for every shortfall of GBP11,000 in the EBITDA generated by HCS over the 
Earn Out Period against a target of GBP1.1 million, the TCS Vendors shall 
similarly receive an additional 348,000 Further Consideration Shares; 
 
 except that the maximum number of Further Consideration Shares to be issued 
shall be limited to 14,748,000 Further Consideration Shares. Thus the maximum 
consideration is payable if TCS and PS combined achieve an aggregate EBITDA over 
the Earn Out Period of GBP400,000 (the "Target Profit"). The maximum 
consideration will also be payable in the event that TCS and PS do not generate 
an aggregate EBITDA over the Earn Out Period in excess of GBP229,040 but that 
the aggregate EBITDA of HCS over the same period is only GBP633,827 or less. 
The principal assets for both TCS and PS are their databases of actors, 
production staff and locations. The costs of these databases have not been 
capitalised and with no other material assets, the majority of the consideration 
comprises goodwill. 
On completion of the Acquisitions, the Company has agreed to satisfy certain 
consultancy fees and commissions amounting to GBP25,000 in aggregate (the 
"Initial Fees") owed by TCS to Sean Reel, a director and shareholder of TCS and 
who is being appointed a director of the Company. A further GBP20,000 will be 
payable if the Acquisitions achieve the Target Profits by the end of the 
Earn-out Period (the "Further Fees"). Assuming the Resolutions are passed, it 
has been agreed that the Initial Fees will be satisfied by the issue to Sean 
Reel of 2,000,000 new ordinary shares ("Initial Fee Shares") and a payment of 
GBP15,000 in cash. Should the Further Fees become payable, it has also been 
agreed that these will be satisfied by the issue of an additional 2,000,000 new 
ordinary shares ("Further Fee Shares", and together with the Initial Fee Shares 
being the "Fee Shares") and a payment of GBP10,000 in cash. In the event that 
the Resolutions are not passed the Initial Fees and the Further Fees will be 
paid wholly in cash. 
Following the issue of the maximum number of Consideration Shares, Subscription 
Shares and Fee Shares, the interests of the vendors of TCS and PS (together the 
"Vendors") could amount to, in aggregate, 35.9 per cent. of the then enlarged 
issued share capital. The Vendors have agreed that in this event, the Company 
may, at its sole discretion, satisfy the payment of any further consideration 
due under the Acquisition Agreement with cash or by the issue of non-voting 
convertible preference shares, so that the interest of the Vendors, in 
aggregate, shall not exceed 29.9 per cent. of the issued share capital at that 
time. 
 
 
Lock-in agreements 
The Vendors have each agreed not to sell or otherwise dispose of any of their 
interests in the Initial Consideration Shares, or in any Further Consideration 
Shares they may receive, for a period of 12 months from the respective dates of 
issue of those shares without the prior written approval of the Company. 
The C4E Group Plc and its wholly owned subsidiary, Wood Hall Catering and Events 
Limited together hold 20,000,000 Ordinary Shares, representing 18.7 per cent. of 
the Enlarged Share Capital, and 26,900,000 non voting convertible preference 
shares in the Company and have similarly agreed not to sell or otherwise dispose 
of any of their respective interests for a period of 12 months from the date of 
completion of the Acquisitions without the prior written approval of the 
Company. 
 
 
Appointment of new Non-Executive Director 
The Company has also today announced the appointment of Mr Sean Reel as a 
non-executive director to the board of the Company. Mr Reel is both a director 
and a shareholder of TCS, and has subscribed for 1,000,000 Second Subscription 
Shares. He brings with him significant commercial expertise, particularly in the 
areas of sales and marketing and will assist the Company in realising the 
commercial synergies between the companies of the enlarged group.  Mr Reel will 
be subject to a letter of appointment on the same terms as existing non 
executive directors, and be entitled to annual remuneration of GBP15,000 and 12 
months notice. 
Commenting on the appointment, Martin Eberhardt, Chief Executive, said: 
"Sean's commercial expertise, extensive contacts in our industry and strategic 
grasp of the space in which we operate will add significantly to the 
effectiveness of the Hollywood Media Board in executing its strategy". 
Mr Sean Malachy Reel, aged 44, has held the following directorships or 
partnerships within the last five years: 
+----------------------------+------------------------------------------+ 
| Current                    | Past                                     | 
+----------------------------+------------------------------------------+ 
| Flexistone Limited         | Electronic Media Promotions Limited      | 
+----------------------------+------------------------------------------+ 
| Seedbeds Ventures Limited  | Haymarket Autosport & Classic            | 
|                            | Publications Limited                     | 
+----------------------------+------------------------------------------+ 
| Seedbeds Group plc         | Haymarket Consumer Publications Limited  | 
+----------------------------+------------------------------------------+ 
| The Casting Suite Limited  | Haymarket Motoring Publications Limited  | 
+----------------------------+------------------------------------------+ 
| One Delta Limited          | Launchpad Marketing Limited              | 
+----------------------------+------------------------------------------+ 
|                            | Mediazest Plc                            | 
+----------------------------+------------------------------------------+ 
|                            | Postmasternet Limited                    | 
+----------------------------+------------------------------------------+ 
|                            | Smarter Networking Limited               | 
+----------------------------+------------------------------------------+ 
|                            | The Old Flour Mills Limited              | 
+----------------------------+------------------------------------------+ 
|                            | Touch Vision Limited                     | 
+----------------------------+------------------------------------------+ 
There are no further disclosures to be made in accordance with paragraph (g) of 
Schedule 2 of the AIM Rules for Companies 
 
 
Principal Terms of the Subscription 
The Company has received subscriptions, on the conditions set out below, for up 
to 39,000,000 Subscription Shares to raise a total of up to GBP195,000 (before 
expenses). 
The current authorities of the Directors to issue and allot new ordinary shares 
are insufficient to fully satisfy, in aggregate, the requirements of the 
Acquisitions and the Subscription. The Directors have therefore agreed with 
certain of the potential investors, including certain of the Vendors and the 
Directors themselves, that their participation in the Subscription will be 
conditional upon the passing of the Resolutions. 
15,000,000 of the Subscription Shares (the "First Subscription Shares") will 
therefore be issued unconditionally and the issue of the remainder of the 
Subscription Shares (the "Second Subscription Shares"), which includes those 
being subscribed for by certain of the Vendors and of the Directors, is 
conditional upon the passing of the Resolutions at the forthcoming general 
meeting.  If the Resolutions are not passed the Company will be unable to 
implement the Subscription in full. 
The proceeds of the Subscription will be applied primarily to provide additional 
working capital for the Company as well as investment in equipment to expand and 
update the facilities fleet and investment in the further development of the 
online databases acquired with TCS and PS. 
Application will be made for the Initial Consideration Shares, the Initial Fee 
Shares and the Subscription Shares to be admitted to trading on AIM. It is 
expected that admission will become effective and that dealings in the Initial 
Consideration Shares will commence on or around 5 May 2009.  Admission for the 
First Subscription Shares is expected to become effective and dealings will 
commence on or around 14 May 2009. Admission for the Second Subscription Shares 
and the Initial Fee Shares is expected to become effective and dealings will 
commence on or around 22 May 2009, following the General Meeting.  The Initial 
Consideration Shares, the Initial Fee Shares and the Subscription Shares will 
rank pari passu in all respects with the Ordinary Shares in issue. 
 
 
Share capital and Directors' and significant shareholders interests 
Following the issue of the Initial Consideration Shares, the Initial Fee 
Shares and the maximum number of Subscription Shares the Company will have an 
issued share capital of 107,084,666 ordinary shares (the "Enlarged Share 
Capital") of which the Initial Consideration Shares represent 13.8 per cent., 
the Initial Fee Shares represent 1.9 per cent. and the Subscription Shares 
represent 36.4 per cent.. 
The Vendors will be interested, in aggregate, in 25.9 per cent. of the Enlarged 
Share Capital of which 13.8 per cent. relates to the issue of the Initial 
Consideration Shares, 1.9 per cent to the Initial Fee Shares and 10.3 per cent. 
relates to their participation in the Second Subscription. Investors in the 
First Subscription Shares will be interested, in aggregate, in 14.0 per cent. of 
the Enlarged Share Capital. 
As mentioned above, Martin Eberhardt, Michael Johnson and Sean Reel, who are all 
directors of the Company have subscribed for new ordinary shares in the 
Subscription, conditional upon the passing of the Resolutions at the General 
Meeting. Sean Reel has also received 368,700 Initial Consideration Shares and 
may receive 2,000,000 Initial Fee Shares, also conditional upon the passing of 
the Resolutions at the General Meeting. Following these issues, the interests of 
these Directors in the Enlarged Share Capital would be as follows: 
 
 
+-------------------+---------------------------+------------------------+ 
| Director          | Number of ordinary shares |      Percentage of the | 
|                   |                           | Enlarged Share Capital | 
+-------------------+---------------------------+------------------------+ 
| Martin Eberhardt  |                22,000,000 |                  20.5% | 
| (1)               |                           |                        | 
+-------------------+---------------------------+------------------------+ 
| Michael Johnson   |                 1,000,000 |                   0.9% | 
+-------------------+---------------------------+------------------------+ 
| Sean Reel         |                 3,368,700 |                   3.2% | 
+-------------------+---------------------------+------------------------+ 
Notes: 
  1.  Of Martin Eberhardt's interest in the Company, 2,000,000 will be held directly 
  by him and 20,000,000 are held by The C4E Group Plc of which he is a significant 
  shareholder. 
 
So far as the Company is aware and subject to any new notifications received, 
the following persons, other than the Directors, will be interested in more than 
3 per cent. of the Enlarged Share Capital: 
+----------------------------+--------------------+----------------------+ 
| Name                       | Number of Ordinary |    Percentage of the | 
|                            |             Shares |       Enlarged Share | 
|                            |                    |              Capital | 
+----------------------------+--------------------+----------------------+ 
| Mark Horrocks (1)          |         20,692,300 |                19.3% | 
+----------------------------+--------------------+----------------------+ 
| The C4E Group Plc          |         20,000,000 |                18.7% | 
+----------------------------+--------------------+----------------------+ 
| Earley Enterprises Limited |         20,000,000 |                18.7% | 
| (2)                        |                    |                      | 
+----------------------------+--------------------+----------------------+ 
| Michael Henebery           |         10,000,000 |                 9.3% | 
+----------------------------+--------------------+----------------------+ 
| Dowgate Capital plc        |          3,550,000 |                 3.3% | 
+----------------------------+--------------------+----------------------+ 
| Mr David Massie            |          3,333,333 |                 3.1% | 
+----------------------------+--------------------+----------------------+ 
| Dewscope Limited           |          3,318,300 |                 3.1% | 
+----------------------------+--------------------+----------------------+ 
Notes: 
1.       Of Mark Horrocks' interest in the Company, 17,374,000 Ordinary Shares 
are held directly by him and the remainder through Dewscope Limited of which he 
is a director and significant shareholder. 
2.       These shares are held directly by The C4E Group Plc. Earley Enterprises 
Limited directly controls more than 10 per cent. of the issued share capital of, 
and voting rights in The C4E Group Plc. 
Issue of Options 
The Company intends to grant to certain of the directors of its subsidiaries 
options over up to 6,666,666 new ordinary shares, representing 6.2 per cent. of 
the Enlarged Share Capital, with an exercise price of 1.5 pence each. Following 
this grant, the total number of options in existence will equal 14,999,999, 
representing 14.0 per cent. of the Enlarged Share Capital. 
 
 
Related party transaction 
Martin Eberhardt and Michael Johnson, who are both directors of the Company, are 
each subscribing for 2,000,000 and 1,000,000 Second Subscription Shares 
respectively. Pursuant to the AIM Rules for Companies, the issue of shares to 
each of them is each classed as a related party transaction. In addition, the 
Company is granting options over 6.2 per cent. of the Enlarged Share Capital to 
certain directors of its subsidiaries as described above. Pursuant to the AIM 
Rules for Companies, the issue of shares to each of the Directors and the grant 
of options is deemed to be a related party transaction. 
In accordance with the AIM Rules for Companies, the independent directors of the 
Company have considered the terms of each of these transactions and, having 
consulted with Dowgate Capital Advisers Ltd., being the Company's Nominated 
Adviser, are satisfied that those terms are fair and reasonable insofar as the 
Company's shareholders are concerned. 
 
 
Update on Current Trading 
2008 proved to be a challenging year for the group in difficult economic 
circumstances.  Turnover increased, due to both growth in continuing operations 
and the eleven months contribution of The Bill, but the Group experienced a 
reduction in gross margins. While the earnings before interest and tax are 
positive for the underlying businesses, they remain insufficient to cover the 
costs of the holding company. This, together with depreciation and amortisation 
charges which have increased compared to 2007 following further investment in 
the facilities fleet and the acquisition of The Bill will result in the Company 
reporting an increased loss before taxation for the year to 31 December 2008 
compared to 31 December 2007. 
As expected at the time of the interims last year, the Group did generate cash 
in the second half and had been able to reduce its net debt at the year end. In 
line with expectations, the traditionally lean first quarter has resulted in net 
debt rising since the year end. 
2009 has opened with ongoing uncertainty in our markets. Although not formally 
renewed, the group continues to service The Bill contract and the Directors 
expect that to continue pending negotiation of a new contract. The programme 
itself received positive news when ITV announced on 22 January 2009 it was to re 
launch The Bill on a weekly 9pm post watershed slot although it is too early to 
say what, if any, the impact of this move from the current two weekly 8pm slots 
to once weekly at 9pm will be on the group since the changes also involve an 
increase in the location element of the Group's workload which will at least 
partly counteract the reduced number of episodes. 
The first quarter of the year, as expected and in line with past experience, has 
been quiet and the combination of short lead times for contracts in this 
industry and uncertainties inherent in the general economic situation makes it 
difficult to forecast the year ahead. However, the directors believe that 
significant progress was made in further establishing HCS as a leader in its 
chosen market, including its nomination as one of the four preferred suppliers 
of facilities to ITV. The Group's objectives for the current year are to 
maximise profitability by continuing to deliver the best possible service 
levels, optimising equipment utilisation while seeking the best available 
pricing and controlling costs. 
Since the Company's admission in 2007 to trading on AIM, a key element of its 
strategy has been to grow by acquisition and the Directors consider the 
acquisitions of TCS and PS to be important steps in that process. The Directors 
believe HMS can play a leading role in consolidating companies within its 
industry and are in discussions with a number of other possible opportunities. 
 
 
Notice to convene a General Meeting 
As discussed above, the current share authorities are insufficient to fully 
satisfy, in aggregate, the requirements of the Acquisitions and the 
Subscription. Whilst the Initial Consideration Shares and the First Subscription 
Shares can be issued under the existing authorities, the Directors need the 
approval of shareholders to issue and allot shares in respect of the Second 
Subscription Shares, the Fee Shares and the Further Consideration Shares, should 
the latter two need to be issued. 
The Company has therefore today posted a circular to its shareholders convening 
a general meeting for 10.30am on 21 May 2009 at the offices of Dowgate Capital 
Advisers Limited, 46 Worship Street, London EC2A 2EA for the purposes of 
considering and, if thought fit, passing the Resolutions. 
 
 
For further information please contact: 
+--------------------------+----------------------------+----------------+ 
| Enquiries:               |                            |                | 
+--------------------------+----------------------------+----------------+ 
| Martin Eberhardt         | Hollywood Media Services   |  020 7332 2200 | 
|                          | Plc                        |                | 
+--------------------------+----------------------------+----------------+ 
| Liam Murray / Antony     | Dowgate Capital Advisers   |  020 7492 4777 | 
| Legge                    | Limited                    |                | 
+--------------------------+----------------------------+----------------+ 
| Alex Davies              | Merchant Capital Limited   |  020 7332 2200 | 
+--------------------------+----------------------------+----------------+ 
www.hmservicesplc.com 
 
 
Timetable of Events 
+-------------------------------------------------+----------------------+ 
|                                                 |                 2009 | 
+-------------------------------------------------+----------------------+ 
| Date of the notice of general meeting           |             28 April | 
+-------------------------------------------------+----------------------+ 
| Admission and commencement of dealings on AIM   |   8.00 a.m. on 5 May | 
| in the Initial Consideration Shares             |                      | 
+-------------------------------------------------+----------------------+ 
| Admission and commencement of dealings on AIM   |  8.00 a.m. on 14 May | 
| in the First Subscription Shares                |                      | 
+-------------------------------------------------+----------------------+ 
| Latest time and date for receipt of completed   | 10.30 a.m. on 19 May | 
| Forms of Proxy                                  |                      | 
+-------------------------------------------------+----------------------+ 
| General Meeting                                 | 10.30 a.m. on 21 May | 
+-------------------------------------------------+----------------------+ 
| Admission and commencement of dealings on AIM   |  8.00 a.m. on 22 May | 
| in the Second Subscription Shares and Initial   |                      | 
| Fee Shares                                      |                      | 
+-------------------------------------------------+----------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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