Ocean Outdoor Limited Ocean Outdoor Limited Acquires Forrest Media (1212Q)

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RNS Number : 1212Q

Ocean Outdoor Limited

04 June 2018

Ocean Outdoor Limited Acquires Forrest Media

London, United Kingdom, 4 June 2018 - Ocean Outdoor Limited (LSE: OOUT) ("Ocean") has acquired Forrest Media, a leading provider of large format outdoor media solutions in Scotland, for an enterprise value of GBP32 million.

The transaction expands Ocean's national footprint and enhances its position as a leading large format digital out-of-home operator in the UK, with an offering which will now include Scotland's capital city of Edinburgh and the economic centre of Glasgow. Forrest Media is recognised as the market leader in Scotland and the North of England for premium digital out-of-home, backed by its strong portfolio of locations throughout Edinburgh, Glasgow and greater Scotland as well as Manchester and Newcastle. For the full year 2017, Forrest Media delivered net revenue of GBP8.4 million and adjusted EBITDA of GBP3 million (based on unaudited accounts).

Incorporating Ocean's presence in London, Birmingham, Manchester, Leeds, Liverpool, Newcastle, Bristol and Nottingham with Forrest Media's presence in Glasgow and Edinburgh gives Ocean a market leading position across the UK, underpinning Ocean's strategic vision and plan of "Digital Cities for Digital Citizens(TM)".

The acquisition further builds upon Ocean's strategy to create a scale out-of-home media company through consolidation, complementing Ocean's strong digital organic growth initiatives, as detailed at the time of Ocelot Partners' (the vehicle founded by LionTree and Andrew Barron) acquisition of Ocean in March.

"Forrest Media are the champions of out-of-home in Scotland and it's a business we have long admired. This is a hugely exciting time for both companies and the sector. We are combining Scotland's most iconic assets with Ocean's unique technology and award winning brand." said Ocean CEO Tim Bleakley.

Chris Trainer said: "Ocean are a fantastic market leading business and the combination today with Forrest Media now delivers a truly national 'footprint', which we believe will have very significant benefits in our industry, with great opportunities for the whole team."

Ocean has identified incremental commercial synergies from combining Forrest Media assets with the Ocean portfolio. The transaction was funded through Ocean's cash on hand and will be immediately accretive to earnings.

The Forrest Media management team will continue under the day-to-day leadership of managing director Marc Keenan. Chris Trainer, the Founder of Forrest Group, becomes Chairman of the Scottish business, Ocean Scotland. Ocean has also entered into new long-term lease agreements with other Forrest Group entities for sites owned by such entities.

Trading in Ocean's ordinary shares remains suspended. Ocean intends to seek re-admission of its ordinary shares (subject to meeting relevant eligibility criteria) to a standard listing on the Official List and trading on the London Stock Exchange as soon as practicable.

About Ocean Outdoor

Ocean Outdoor is the UK's leading out-of-home advertising company, with its portfolio of large format digital screens, banner and super premium landmark advertising sites.

Ocean Outdoor operates the most iconic outdoor sites in London, Birmingham, Manchester, Liverpool, Glasgow, Newcastle, Nottingham and Leeds. They include Landsec Piccadilly Lights, Britain's largest advertising site London's BFI IMAX, the Two Towers East and Two Towers Manchester, and the Liverpool media wall, the UK's 2(nd) largest full-motion advertising site. Ocean also holds exclusive rights for the most premium urban shopping malls in Europe, Westfield London and Westfield Stratford, which has more than 50 million shoppers with spending power approaching GBP2.1 billion.

About Forrest Media

Forrest Media is a recognised leader in out-of-home in Scotland (Glasgow, Edinburgh) with a strong presence in the key northern cities of Manchester and Newcastle.

Forward-Looking Statements and Disclaimers

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Certain statements in this announcement are forward-looking statements which are based on Ocean's and Forrest Media's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding (i) the ability of Ocean to timely effect re-admission of Ocean's ordinary shares on the London Stock Exchange; (ii) the ability of Ocean to meet the eligibility criteria and effect a listing of its ordinary shares on the London Stock Exchange, (iii) the future operating and financial performance of Ocean and Forrest Media. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including (i) economic conditions, competition and other risks that may affect Ocean and Forrest Media's future performance; (ii) the risk that securities markets will react negatively to the transaction or other actions by Ocean, Forrest Media and the combined company; (iii) the risk that the transaction disrupts current plans and operations as a result of the announcement; (iv) the ability to recognise the anticipated benefits of the combination of Ocean and Forrest Media and of the combined company to take advantage of strategic opportunities; (v) costs related to the proposed transaction; (vi) the limited liquidity and trading of Ocean's securities; (vii) changes in applicable laws or regulations; (vii) the possibility that Ocean or Forrest Media may be adversely affected by other economic, business, and/or competitive factors; and (viii) other risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, neither Ocean nor Forrest Media undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this announcement constitutes or should be construed as constituting a profit forecast.

This announcement contains inside information as defined in article 7 of the Market Abuse Regulation (EU) No 596/2014.

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June 04, 2018 02:00 ET (06:00 GMT)