Cupid plc Acquisition of Uniform Dating & £3.6 million Placing
The Board of Cupid plc (AIM: CUP), a leading UK online dating company, is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of NSI (Holdings) Limited, trading as Uniform Dating ("Uniform Dating"), the niche uniformed personnel dating business, for a total consideration of up to £7.0 million (the "Acquisition") to be satisfied by the net proceeds of the Placing and cash on the Group's balance sheet.
In addition, Peel Hunt LLP ("Peel Hunt") has conditionally placed 1.8 million new Ordinary Shares with new and existing institutional shareholders at a price of 200 pence per share ("Placing"). The Placing has been fully underwritten by Peel Hunt.
Information on Uniform Dating
Uniform Dating is a leading UK online dating site for the niche market of personnel in the uniformed services such as firefighters, nurses, armed forces and police, and also members of the public who would like to date with them.
The Uniform Dating business is becoming increasingly popular, having more than doubled its members and subscribers over the last two years. The business currently draws membership mainly from the UK, but also has local versions recently launched in the US, Canada and Australia, representing a significant opportunity to replicate the concept internationally as part of Cupid's broader overseas expansion plans. Uniform Dating currently has approximately 500,000 registered members.
Uniform Dating's turnover for the year to 31 December 2011 was £2.5 million with adjusted EBITDA of £0.7 million. It is expected that Uniform Dating will contribute at least £1.5 million to consolidated Group EBITDA for the full year to 31 December 2013.
Details and Benefits of the Acquisition
Under the terms of the Acquisition, the Company has agreed to pay £3.6 million on completion with up to £2.0 million payable in January 2013 and up to £1.0 million payable in July 2013 each subject to achieving certain revenue and gross profit targets for the business, and a further £0.4 million payable on achieving certain EBITDA targets during the first 6 months of 2013.
The Board believes that the Acquisition will be immediately earnings enhancing.
The management team of Uniform Dating has contracted to remain with the business until June 2013.
Details of the Placing
On behalf of the Company, Peel Hunt has raised £3.6 million (before expenses) by the issue of 1.8 million Ordinary Shares (the "Placing Shares") with institutional investors at a placing price of 200 pence per share representing a discount of 0.1 per cent. to the closing mid-market price of 200.25 pence per share on 13 September 2012. The 1.8 million Placing Shares represent approximately 2.2 per cent. of the issued share capital of the Company prior to the issue of the Placing Shares, which is within the existing directors' authority to allot shares free of pre-emption rights.
Application has been made for the Placing Shares, which will rank pari passu in all respects with the existing ordinary shares of the Company, to be admitted to trading on AIM ("Admission").
Within the terms of the placing agreement entered into between Peel Hunt and the Company ("Placing Agreement"), Peel Hunt has conditionally placed the Placing Shares with institutional investors at a price of 200 pence per share. It is anticipated that dealings in the Placing Shares will commence at 8:00 a.m. on Monday 17 September 2012. The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8:00 a.m. on 17 September2012 or such later date (being not later than 8:00 a.m. on 28 September 2012) as the Company and Peel Hunt may agree.
The Placing Shares are not being offered to shareholders of the Company on a pre-emptive basis because the Board has concluded, having taken appropriate advice, that it is not in the best interests of the Company to make such a pre-emptive offer due to the time and cost involved and the necessity to complete the Acquisition successfully in a timely manner and is therefore issuing the Placing Shares under the authority granted to the directors at the Annual General Meeting of the Company held on 15 June 2012.
Bill Dobbie, Chief Executive of Cupid plc, said:
"We are very pleased to add a further high quality business to the Cupid family of dating sites. Uniform Dating is a fast growing, profitable business which is a dominant player in the uniformed personnel dating niche and fits perfectly into our portfolio of sites. We look forward to driving Uniform Dating's growth further through our international footprint and marketing expertise.
The acquisition further demonstrates our ongoing plan to drive earnings and shareholder value both organically and through strategic acquisitions."