Sportsworld Media Group plc – the sports, media and entertainment business- is pleased to announce that it has completed the acquisition of the entire issued share capital of Pro-Active Projects Limited (‘Pro-Active’) for a total initial consideration of £660,100.
Pro-Active is a producer and distributor of sporting television programmes in the UK and internationally, producing 300 hours of programming per annum to which it retains full media rights. Programmes produced by Pro-Active include Watersports World, Sports Unlimited, Moto + and Destination Adventure.
In the year ended 30 November 1999, Pro-Active made a profit (after tax) of £176,962. As at 30 November 1999, Pro-Active had net assets of £332,157.
The initial consideration for Pro-Active comprises the payment by Sportsworld, at completion, of £429,100 in cash and the issue of 42,620 ordinary shares of 1p each of Sportsworld (‘new ordinary shares’). Further consideration, up to a maximum of £1.3 million (‘Further Consideration’) will be calculated on an earn-out basis by reference to the net profits of Pro-Active for the period 1 December 1999 to 30 June 2000, and for each of the three financial years ending 30 June 2003 and by reference to the annualised average of the net profits for each of the those financial years.
Further Consideration may be settled in a mixture of cash and shares (with up to 50% of each tranche to be payable in shares). The vendors of Pro-Active, Alan Morton and Tommasina Kay, will remain directors and employees of Pro-Active.
The acquisition will enhance Sportsworld’s extreme sports business and increase its exposure to the extreme sports television market. Pro-Active will work closely with the specialist agency, SSM Freesports Limited, a wholly owned subsidiary of Sportsworld, in furtherance of these objectives.
Application will be made for admission to the UK Listing Authority and to the London Stock Exchange (‘Admission’) of the new Ordinary Shares. The new Ordinary Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the existing issued ordinary share capital of the Company. It is expected that Admission will become effective and that dealings in the new Ordinary Shares on the Official List will commence on 1 July 2000.
For Further Information Please Contact Please Contact:
Geoff Brown, Chief Executive
Sportsworld Media Group plc
Tel: +44 (0) 20 7240 9626
Tim Spratt/ Tania Wild
Financial Dynamics
Tel: +44 (0) 20 7831 3113