Coolabi PLC - Acquisition
23 Oct 08
23 October 2008
Coolabi plc (COO:L), the AIM-listed media company focused on the ownership and creative management of high quality children’s and family intellectual property rights, announces that it has conditionally agreed to acquire the entire issued share capital of Licensing by Design Limited ("LBD"), for a cash consideration of £400,000 (the "Acquisition"). In order to finance the Acquisition and to provide capacity for further small acquisitions and working capital for the Company, Coolabi proposes to raise approximately £750,000 (before expenses) by way of a placing of 9,375,000 new ordinary shares of one penny each ("Ordinary Shares") at a price of 8 pence per share.
The Acquisition
LBD is a privately owned licensing and merchandising company which was established in 1989. LBD represents a number of intellectual property assets including Bagpuss, the Clangers and Ivor the Engine, which it has represented since 1991. Bagpuss is regularly voted the nation’s favourite children’s television character, despite only 13 episodes of the series ever being made and, as such, there is significant potential to build on the affection in which this classic brand is held.
The licensing and merchandising rights for Bagpuss, the Clangers and Ivor the Engine are contracted to 2013 and, as part of the transaction, the vendor of LBD will be contractually obliged to use best endeavours to secure an extension of these rights beyond 2013, and will participate in certain future earnings should this and certain other post completion obligations be achieved.
The board of Coolabi, having given due consideration to the impact of the Acquisition, believes that it will be earnings enhancing to the Company in its first full financial year within the group. The assets will utilise the existing Coolabi infrastructure and have the potential for exploitation across different media.
The Placing
In order to finance the Acquisition and to provide capacity for further small acquisitions and working capital for the Company, Coolabi is proposing to raise approximately £750,000 (before expenses) by way of a placing of 9,375,000 Ordinary Shares ("Placing Shares") at a price of 8 pence per share (the "Placing Price"). The Placing Price represents the closing middle market price of the shares of the Company on 22 October 2008.
Following admission of the Placing Shares to trading on AIM ("Admission"), the Company will have 33,901,043 Ordinary Shares in issue and a market capitalisation of approximately £2,71 million at the Placing Price. The Placing Shares will represent 27.65 per cent. of the issued ordinary share capital of the Company immediately following Admission. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will occur on 20 November 2008.
The Placing is conditional, inter alia, upon (i) the Company obtaining approval from its shareholders to disapply pre-emption rights and to grant the board the necessary authority to allot the Placing Shares; and (ii) Admission. The Placing will not be underwritten.
Certain of the directors of the Company, who currently hold between them interests in 1,412,499 Ordinary Shares representing 5.76 per cent. of the issued share capital of the Company, have undertaken to subscribe for 450,000 Placing Shares at the Placing Price. On Admission, these directors between them will hold 5.49 per cent. of the enlarged issued Ordinary Share capital.
A circular has today been sent to shareholders containing a notice of General Meeting of the Company to be held at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX at 4.00 p.m. on 19 November 2008. Defined terms in this announcement are to have the same meaning as in the circular.
Commenting on the acquisition, Jeremy Banks, Chief Executive of Coolabi plc said:
"This is an exciting acquisition for Coolabi. Bagpuss is a much loved classic brand and we look forward to applying our proven brand management skills to its reinvigoration and to successfully introducing it to a new generation of children. In addition, we have secured some other interesting properties which the Coolabi team will begin work on immediately in order to accelerate their development."
Enquiries:
Jeremy Banks, Chief Executive, Coolabi plc: 020 7258 7080
Tom Price, Bobbie Hilliam, Evolution Securities: 020 7071 4300
Wendy Timmons or Verity Williams, Portland, PR for Coolabi: 020 7842 0123
wendy.timmons@portlandpr.co.uk / verity.williams@portlandpr.co.uk
About Coolabi plc:
Coolabi is an AIM listed media group focused on the ownership, development, production and creative management of high quality children's and family intellectual property assets and their global exploitation through licensing and merchandising and distribution.
The group owns or controls the intellectual property rights to international brands including Purple Ronnie, as well as selected rights to properties such as the Hammer House of Horror.
Coolabi is actively looking to increase the number and range of intellectual property assets that it owns, develops and manages. Whilst a proportion of this growth will come from the development of Coolabi’s existing development slate, the majority will be as a result of the group’s acquisition strategy.



