LANCASTER, U.K. -- Monstermob is pleased to announce the acquisition today of the entire share capital of Mediaprom, a specialist competition and gaming company based in Sunderland, UK. Mediaprom specialises in the production of tailored competition and gaming products inserted into newspaper and magazine publications in the UK. Players enter the competitions by either a fixed line premium rate telephone call, or a mobile phone text message.
The unaudited management accounts of Mediaprom, indicate that in the 10 months to 31 December 2003, the turnover of Mediaprom was £2.6 million (2003: £1.3 million) on which a profit before tax of £1.1 million (2003: £0.3 million) was earned. As at that date the unaudited net assets value of Mediaprom were in excess of £600,000 (2003: £69,000). All comparative figures have been taken from the audited accounts for the year ended 28 February 2003
Based in Sunderland, the Mediaprom team, led by joint managing directors, Ronnie Hatchett and Steve Breeds, will take over responsibility for developing the existing and future gaming and competition services operated by the two companies. Additionally, the team will focus on migrating competition and gaming users from participating in one off competitions and games to an entirely mobile driven subscription model which Monstermob has already successfully developed and deployed in relation to its mobile content offering.
The consideration payable by Monstermob consists of the following elements:
the payment to the vendors of the adjusted net asset value of Mediaprom as at 28 February 2004 on account of which a payment of £500,000 has been made today ;
the allotment to the vendors today of ordinary shares in Monstermob ("Monstermob Shares") equating to £100,000. Application has been made for 56,022 new Monstermob Shares to be admitted to AIM. The new Monstermob Shares will rank pari passu with the existing Monstermob Shares and trading in these new shares is expected to commence on 11 March 2004;
a sum equal to the profit (“2004 Profit”) on ordinary activities before taxation of Mediaprom for the period from 29 February 2004 to 31 December 2004 to be satisfied by the issue of bank guaranteed loan notes of which, at the option of Monstermob, up to 20 per cent may be satisfied by the issue of Monstermob Shares;
an additional sum of £100,000 if the 2004 Profit is equal to or exceeds £1.5 million to be satisfied by the allotment of Monstermob Shares;
a sum equal to the profit on ordinary activities before taxation of Mediaprom from 1 January 2005 to 31 December 2005 to be satisfied by the issue by Monstermob of bank guaranteed loan notes of which, at the option of Monstermob, up to 20 per cent may be satisfied by the issue of Monstermob Shares.
the aggregate consideration of elements 3, 4 and 5 will not exceed £10 million.
All shares issued/to be issued are subject to admission to AIM.
Martin Higginson, Managing Director of Monstermob, said: "This is a very exciting acquisition for us which underpins our leadership in the delivery of competition and gaming services to the mobile user. We chose to float on AIM to give us the funds to acquire companies, such as Mediaprom, that enhance our customer offering. The Mediaprom team have built a profitable company and their expertise in creating new and successful products will accelerate the process of migrating customers to subscription based services which deliver highly visible recurring revenues."
Monstermob Group plc