Polemos plc (AIM: PLMO), is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Digitalbox Publishing (Holdings) Limited and the entire issued share capital of Mashed Productions Limited.
- Acquisition of Digitalbox Publishing (Holdings) Limited (“DBPH”), the parent company of a digital media business Digitalbox Publishing Limited (“DBP”), for a total consideration of approximately £10 million, to be satisfied by the issue of 72,720,346 New Ordinary Shares.
- For the year ended 31 December 2017, DBP generated revenues of £2.3 million and profit before tax of £508,000.
- Acquisition of Mashed Productions (“MP”), a digital media business which owns the online satirical news website “The Daily Mash”, for a maximum total consideration of £1.2 million, to be satisfied on completion by the issue of 1,428,571 New Ordinary Shares and payment of up to £1 million in cash.
- For the year ended 31 March 2018, MP generated revenues of £396,000 and a profit before tax of £135,000.
- A conditional placing and subscription to raise £1.02 million (before expenses) by the issue of 7,285,715 New Ordinary Shares at a price of 14 pence per New Ordinary Share (being the closing mid-market price on 7 September 2018, being the date trading in the Company’s Existing Ordinary Shares was suspended (as adjusted for the Share Reorganisation).
- To reflect the new direction of the Company, the Board is proposing to change the name of the Company to “Digitalbox plc”.
- Subject to, inter alia, shareholder approval and admission to trading on AIM, the Acquisition of DBPH, the placing and subscription are expected to complete on 28 February 2019 and the MP Acquisition is expected to complete on 5 March 2019.
The acquisition of DBPH will constitute a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and as such will require the approval of Shareholders. An admission document is being posted today to shareholders (the “Admission Document”) which sets out in more detail the background and reasons for the acquisitions, the placing and subscription, and certain other proposals and also includes a notice of General Meeting. A General Meeting of the Company is being convened for 10:00 a.m. on 27 February 2019 at the offices of WH Ireland, 24 Martin Lane, London, EC4R 0DR. The Admission Document will be posted today to Shareholders. The Admission Document will be available on the Company’s website: www.polemos.co.uk.
The Chairman, Nigel Burton, said: “I am pleased to be able to announce the acquisitions which, subject to Shareholder approval, will result in the successful conclusion of the process announced in September, and will enable Shareholders to benefit from the exciting potential of the Digitalbox platform and management team”
James Carter, CEO of Digitalbox, said: “Our proposed admission to AIM will allow us to realise our ambition to create a market-leading, mobile-first digital media business through a buy and build strategy. Through our success with Entertainment Daily, we have a platform through which we can drive traffic and advertising revenue. The platform is scalable and we intend to add new titles to it. We are excited to announce that our first planned acquisition will be the UK’s leading satirical news site, The Daily Mash. With ten years of consistent audience growth under its belt and the Mash Report successfully airing on BBC2, it is a brand with huge potential. We are very much looking forward to working with the team to help them grow. The acquisition of the Daily Mash also demonstrates the high-quality digital publications we are targeting. We believe there is a strong pipeline of other similar opportunities in the digital publishing space which Digitalbox can acquire. The combination of our technology platform and experienced management team means we can create a compelling opportunity for investors as we grow”
Neil Rafferty, co-founder and editor-in-chief of the Daily Mash, said: “This is a great opportunity for the Mash to build on what we have created so far. My co-founder, Paul Stokes, did an incredible job building a profitable business from the ground up. Being part of Digitalbox and accessing their commercial and technical expertise, means we can keep building, while our fantastic team of writers continue to produce great content every day.”