Acquisition & Placing

RNS Number:2343R
First Artist Corporation PLC
14 September 2005

                                                               14 September 2005

First Artist Corporation plc

Acquisition of The Finishing Touch (Corporate Events) Limited

Placing of new Ordinary Shares to raise #350,000 at 5.25 pence per share



Summary



First Artist Corporation plc ("FAC"), a leading pan-European entertainment and
player representation group, has today agreed the acquisition of The Finishing
Touch (Corporate Events) Limited ("FTL") for a maximum consideration of #3.36
million to be satisfied in cash and by the allotment of ordinary shares of 0.25p
each in the Company ("Ordinary Shares").



The initial consideration comprises the issue and allotment by the Company to
the vendors of one million new Ordinary Shares (the "Initial Consideration
Shares") and the payment of #1.36 million in cash. Deferred consideration will
be payable dependent on the achievement by FTL of certain financial performance
targets over the next three years.



In addition, the Company today announces a placing of 6,666,666 new Ordinary
Shares at 5.25p per share ("Placing Shares") by Shore Capital Stockbrokers
Limited ("Shore Capital") to raise #350,000, before expenses ("Placing").
Completion of the acquisition is subject to admission of the Initial
Consideration Shares and the Placing Shares to trading on the AIM Market.





The Finishing Touch (Corporate Events) Limited



Based in Richmond, Surrey, FTL was established in 1989 by Mel Atkins, who is the
managing director and is remaining with the business. Its principal activity is
the provision of a range of high quality events for the blue-chip corporate and
government market, including conferences, corporate team building, family fun
days and summer parties.



FTL has established a reputation for creative flair, professionalism and
quality, achieving high levels of repeat business. FTL has been granted
preferred supplier status to work with various governmental bodies, such as
local education authorities, to supply venue and events management and
conference co-ordination.



In the financial year ended 30 April 2005, FTL had turnover of #4.0 million
(2004, #3.43 million) and profit before tax of #0.47 million (2004, #0.32
million).  Net assets of FTL at 30 April 2005 amounted to #0.49 million.



FAC has a long history as an events promoter having previously brought the major
US sporting bodies to the UK including the NFL ("National Football League"), the
NBA ("National Basketball Association") and the NHL ("National Hockey League")
and promoted many events including the Horse of the Year Show, the World Sports
Awards, the Evening Standard five-a-side football tournament at Wembley and the
Gorbachev UK lecture tour. FAC will use the acquisition of FTL to relaunch its
event promotion business.  FTL's executive team are to remain with the business.



The Enlarged Group



The Board believes the acquisition of FTL by First Artist is an excellent
strategic fit (together, the "Enlarged Group") and, in particular, that the
acquisition:



  * represents a significant step in FAC's strategy to enhance and strengthen
    the Group's service offering to its clients by adding an events management
    capability to the range of services already available;



  * satisfies FAC's strategic objective of diversifying and reducing its
    dependence on the seasonal football market by developing a broader business
    in the key areas of events management, wealth management, sports player
    representation, talent and personality management and events and promotion
    management; and



  * as with the acquisition of ABG Financial Management Limited ("ABGFM") in
    August 2005, enables FAC to cross-refer respective clients throughout the
    Enlarged Group.



Financing the acquisition



The acquisition and ongoing working capital requirements of the Enlarged Group
have been funded through a new committed banking facility totalling #0.5 million
provided by AIB Group (UK) plc, a #0.4 million convertible loan note ("
Convertible Loan Note") provided by Montgomery Equity Partners, LP ("MEP") and
the net proceeds of the Placing.



Under the terms of the Placing, Shore Capital has placed 6,666,666 Placing
Shares at 5.25p per share to raise #0.35 million, before expenses.  Application
has been made for the Initial Consideration Shares and the Placing Shares,
amounting to, in aggregate, 7,666,666 new Ordinary Shares, to be admitted to
trading on the AIM Market of the London Stock Exchange plc and dealings are
expected to commence on 16 September 2005.



The Convertible Loan Note will carry a coupon of 6% per annum.  After 90 days,
MEP has the option to commence the conversion of this loan into new Ordinary
Shares in FAC.  The conversion price will be at the lower of either 85% of the
prevailing FAC share price or 120% of the FAC share price on completion.  This
conversion will be capped at no more than #20,000, plus any applicable coupon,
per week.  This cap shall continue until such time as the weekly trading volume
in FAC shares exceeds #140,000 for three consecutive weeks.



FAC has also issued to MEP 400,000 warrants to purchase new Ordinary Shares with
a two year term, exercisable at a price equal to the lower of 90% of the FAC
share price at completion and 90% of the FAC's share price on the date the
warrants are exercised.



Commenting on the acquisition, Jon Smith, Chief Executive of First Artist, said:



"The Finishing Touch is a leading operator in the events management business and
the acquisition is a natural strategic fit for the enlarged First Artist group.
Following the successful acquisition of ABG Financial Management and The
Finishing Touch, we will continue to seek opportunities to grow and diversify
the enlarged group through further synergistic acquisitions.



As one of the world's leading player representation agencies, First Artist has
enjoyed its most successful football Summer trading window for some years and we
will continue to develop this position. Our stated objective, however, is to
reduce our dependence on the seasonal football market by some 60%. These recent
acquisitions demonstrate our commitment to this strategy, we look forward to
providing our clients with the most comprehensive range of services available
and our investors with enhanced shareholder value."



For further information:



First Artist Corporation plc
Jon Smith, Chief Executive                   Tel. + 44 (0) 20 8900 1818
Richard Hughes, Finance Director

Shore Capital
Alex Borrelli                                Tel: + 44 (0) 20 7408 4090


Smithfield Consultants
George Hudson                                Tel. + 44 (0) 20 7360 4900





Notes to Editors



First Artist Corporation plc (FAN.LN) was founded by Chief Executive Jon Smith
in 1986. It has offices in London, Milan, the USA and Middle East. Its player
representation division, First Artist Management ("FAM") is one of world's
leading football management groups and is one of a handful of agencies whose
personnel hold both FIFA match and transfer licences. FAM is working with other
leading European agencies, senior European clubs and leagues to enhance the
position, reputation and transparency of the football transfer market and in
particular the role of agents.



The group joined the AIM market in December 2001. In August 2005 the group
successfully acquired FSA registered IFA, ABG Financial Management Ltd. for a
maximum consideration of #3 million in cash and shares.



First Artist also offers a complete in-house management service with specialist
divisions for Financial Management, Marketing, Media Management, Television /
Media Production, Event Production and Sponsorship. The Media/Commercial
Division represents top sporting and TV personalities. First Artist's client
roster exceeds 200 individuals primarily involved with the sports and television
industry.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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