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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Vtr | LSE:VTR | London | Ordinary Share | GB0009293548 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:2424M VTR PLC 22 January 2008 22 January, 2008 VTR plc acquires Machine Effects Limited VTR continue to grow their capabilities VTR plc is pleased to announce the acquisition of Machine Effects Limited, the visual effects company founded by John Lockwood and Steve Street, for a total consideration of £2,050,000 (the "Acquisition"). The Acquisition strengthens VTR's offer in the UK visual effects market and underpins the continued international expansion of the Prime Focus Group of companies. Machine Effects Limited is a leading visual effects business offering a full range of services to film and broadcast. Its impressive list of credits includes Fred Claus, Elizabeth: The Golden Age and Harry Potter and the Prisoner of Azkaban. Both John Lockwood and Steve Street will remain with the business and continue to work with VTR plc. The total consideration for the Acquisition of £2,050,000 constitutes a payment in cash of £1,025,000 (the "Cash Consideration") and the issue of 1,025,000 new ordinary shares in VTR (the "Consideration Shares") to John Lockwood and Steve Street, the vendors of Machine Effects Limited (the "Vendors"). Each of the Vendors has undertaken not to sell any of the Consideration Shares for the first 12 months after completion of the Acquisition and to sell no more than 50% of the Consideration Shares in the two years following completion of the Acquisition. The Cash Consideration for the Acquisition has been funded by an inter-group loan from Prime Focus Limited ("PFL"), which is a majority shareholder in VTR. VTR and PFL entered into a loan agreement on 21st January 2008 which made available a £1,000,000 credit facility to VTR (the "Loan"). Interest will accrue on the Loan at a rate of 8% per annum. The Loan will be satisfied by the issue of 2,020, 202 new ordinary shares in VTR to PFL, conditional upon obtaining the requisite shareholder approvals to allot. Failure to obtain such shareholder approvals will require VTR to repay the Loan in cash within 18 months of the date of the loan agreement. With the exception of any director involved in the arrangements set out above as a related party (as defined in the AIM rules), the directors of VTR consider, having consulted with Charles Stanley Securities, that the terms of the Loan are fair and reasonable insofar as the shareholders of VTR are concerned. PFL has separately guaranteed to the Vendors that the Consideration Shares will have a closing bid price of not less than 100 pence per share after a period of 30 months from completion of the Acquisition has elapsed (the "Guarantee"). Should the closing bid price be less than 100 pence per share after this 30-month period, PFL will, without recourse to VTR, pay the difference to the Vendors. VTR will, in return for the Guarantee, and subject to obtaining the requisite shareholder approvals to allot, issue 505,050 new ordinary shares in VTR to PFL. Application has been made for the Consideration Shares to be admitted to trading on AIM and it is anticipated that admission will become effective and that dealings will commence on 29 January 2008. The Consideration Shares will rank pari passu with the existing shares of the Company. Following this allotment, the total issued share capital of the Company will increase to 30,106,276 ordinary shares. Namit Malhotra, Chairman of VTR plc and Prime Focus Group, said: "This acquisition adds to the group's global breadth, strengthening our visual effects capabilities and helping to grow our offer. Machine Effects is a strong brand with an impressive track record in the industry and I am pleased that it will be joining VTR plc and in turn part of the growing group of companies in the Prime Focus Group." Neil Lane, Managing Director, VTR plc said: "Steve and John are experts in the visual effects market and will compliment Prime Focus London's existing capabilities in that area. We are excited to have them joining our team and look forward to working together." John Lockwood said of the acquisition: "Machine Effects integration into the group will allow us to concentrate on what we do best whilst participating in the future success of VTR plc." And Steve Street added: "We are thrilled to be joining the Prime Focus Group of companies and to have access to its global resources in London, India, Canada and the United States." Further information on Machine Effects Limited Detailed below is the financial performance of the business during the year to 31 March 2007 and the seven months to 31 October 2007. The figures for the year to 31 March 2007 are unaudited as the company is exempt from an audit under s249A(1) of the Companies Act 1985. The figures for the seven months to 31 October 2007 are the unaudited management accounts for the company to that date. The figures have been prepared under UK Generally Accepted Accounting Principles using the historical cost convention and in accordance with the Financial Reporting Standards for Smaller Entities (effective June 2022). Profit and Loss Account 7 months ending Year ending 31 October 2007 31 March 2007 unaudited unaudited £ £ Turnover 854,457 392,005 Cost of sales (314,928) (7,308) Gross profit 539,529 384,697 Administrative expenses (156,493) (199,858) Operating profit 383,036 184,839 Bank interest - net 2,833 0 Profit after interest 385,869 184,839 Tax on profit on ordinary activities (77,174) (36,038) Profit for the financial year 308,695 148,801 Dividends 0 (78,500) Retained profit for the financial year 308,695 70,301 Balance Sheet As at As at 31 October 2007 31 March 2007 £ £ Fixed Assets 98,248 70,301 Current assets Debtors 69,737 32,000 Cash at bank and in hand 469,907 15,063 539,644 47,063 Creditor: amounts falling due within one year (219,129) (47,063) Net current assets 320,515 0 Net assets 418,763 70,301 Capital and reserves Share capital 100 0 Other reserves 39,667 0 Profit and loss account 378,996 70,301 418,763 70,301 ENDS Machine Effects Limited offers a full range of visual effects services and supervision for feature films and broadcast work: script breakdown and budgeting, pre-production, pre-visualisation and design, vfx supervision (on-set and digital), 3D animation (character and fx), compositing, matte paintings, digital grading, title design. VTR plc (Prime Focus UK) is the holding company of the Prime Focus UK Group, one of Europe's leading high-end media services groups. Based in Soho, London, the main divisions - Prime Focus London and blue post production - cover between them every aspect of professional post-production, and each company has established an international reputation in its chosen field. The Prime Focus UK Group produces work of the highest quality across all areas of the post-production industry, including: high-end visual effects and digital intermediate (DI) for cinema releases; television commercials; long-form and short-form broadcast projects; CGI animation; design and motion graphics; pop promos; sound design, mixing and composition; and film and video restoration. In addition the group designs, builds and implements online interactive communication tools for a wide variety of clients. Its portfolio includes digital asset management systems, state-of-the-art encoding services, website design and hosting, mobile content encoding and delivery, and professional DVD authoring facilities. VTR plc's (Prime Focus UK) majority shareholder is Prime Focus Limited, India's foremost integrated end-to-end post-production and visual effects services facility. As the largest Autodesk Fire / Smoke site in the world, the largest site for Thomson Spirit in the Asia-Pacific region, and with its recent acquisitions in London, Prime Focus Limited has emerged as a major force in the international post-production industry. Contacts Ryszard Bublik Parys Communications 020 7622 9951 Catriona McDermott Neil Lane VTR plc, Managing director 020 7437 0026 Philip Davies Charles Stanley Securities 020 7149 6000 (Nominated Adviser) This information is provided by RNS The company news service from the London Stock Exchange END ACQPUUBUGUPRGRG
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