Geronimo
Tribal Group plc (“Tribal”), the provider of professional services to the UK public sector, is pleased to announce that it has completed the acquisition of Geronimo Public Relations Limited (“Geronimo”) for a total consideration of up to £13.65 million.
Geronimo is one of the UK’s leading public sector PR and corporate social responsibility agencies and was recently awarded the title of the “Fastest Growing PR Agency in the UK” by PR Week. Geronimo’s clients include several central government departments and agencies, such as the DfES, DVLA and the DWP, charities and the community relations departments of large corporations. Approximately 70% of sales are from the education sector.
In combination with Tribal’s existing communications operations, Geronimo will allow Tribal to offer a comprehensive range of communications and PR services to its public sector clients across health, education and local and central government.
The initial consideration for the entire issued share capital of Geronimo of £9.15 million (which includes the purchase of cash balances of approximately £1.8 million) has been satisfied by:
- £7.65 million in cash; and
- the issue of 436,426 new ordinary shares of 5p each in Tribal
Deferred consideration of up to a maximum £4.5 million in total will be paid based on the growth in operating profit of Geronimo in the periods ending 31 March 2004, 2005 and 2006. The deferred consideration will be satisfied by the issue of new Tribal shares or, at Tribal’s option, loan notes, save for the first £750,000 which will be satisfied in bank guaranteed loan notes.
The vendors have given an undertaking not to sell the shares issued as initial consideration before the preliminary announcement of Tribal’s results for the year ending 31 March 2004.
In the year ended 30 June 2003, Geronimo had operating profit of £1.1 million on turnover of £3 million. Net assets at 30 June 2003 were £1.4 million.
Application will be made for admission of the 436,426 new ordinary shares to be issued as initial consideration to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. It is expected that these shares will commence trading on 18 August 2003. The shares will rank pari passu in all respects with the existing ordinary shares of 5p each in Tribal.
Commenting on the acquisition, Henry Pitman, Chief Executive of Tribal, said: “We are delighted to announce the acquisition of Geronimo, which is an important step in the development of our communications capability, enabling us to offer a full range of PR, communications consultancy and publishing services to our public sector clients. We consider there are significant growth prospects for this area of our business over the coming years.”
Partners Mike Simson and Ian Leaman acted for Geronimo.