20 April 2015
Everyman Media Group plc
("Everyman", the “Group” or the “Company")
Placing of 23,529,412 Ordinary Shares at 85 pence per share to raise £20.0 million
Terms agreed on acquiring four cinemas
Everyman Media Group plc is pleased to announce that it has raised £20.0 million via a placing of
23,529,412 Ordinary Shares at the Placing Price of 85 pence per share. The Placing Shares have been
conditionally placed by Cenkos, as agent for the Company, with existing shareholders and new
institutional investors.
The net proceeds of the Placing are to be used by the Company to buy four cinemas from Odeon Cinemas
Limited and ABC Cinemas Ltd (together being “Odeon Cinemas”) located in Gerrards Cross, Esher,
Muswell Hill and Barnet and to fund an acceleration of the Company’s organic rollout plan.
Everyman is a leading independent cinema group in the UK. The Group currently owns and operates
eleven cinemas based in London, the South East of England, Birmingham and Leeds. Everyman also
expects to open a new venue in Canary Wharf on the 15th May 2015.
Background and Reasons for the Placing
Everyman is proposing to buy four cinemas from Odeon Cinemas in Gerrards Cross, Esher, Muswell Hill
and Barnet. Geographically, the Target Sites complement the existing Everyman estate. The cash
consideration for the Target Sites is £7.1 million and the Directors expect to spend approximately £6.1
million to refurbish the sites to existing Everyman standards. In aggregate, the Target Sites have a total of
14 screens, compared to 21 screens currently in operation within Everyman sites. The Target sites
reported unaudited revenue of £3.6m and an EBITDA of approximately £0.5million for the 12 months
ended December 2014. Following refurbishment, the Directors expect the Target Sites to achieve a
significantly improved level of financial performance. The Directors believe that, within 12 months, all of
the new Target Sites will be fully operational as Everyman cinemas.
The consideration and refurbishment cost of each site is comparable or marginally below the amount
that the Directors typically expect the Company to pay when opening any new site. The Acquisition
represents an acceleration of the Group’s organic growth plan, allowing the Group to add scale, with sites
that fit the existing model, in a comparatively short space of time.
The Placing is not conditional on the Acquisition. The Acquisition is still subject to financing, a final sale
and purchase agreement and landlord consent for each of the individual Target Sites. However, the terms
of the Acquisition are largely agreed and discussions with the respective landlords of each Target Site are
progressing and, as such, the Directors expect the Acquisition to complete. In the event that the
Acquisition does not proceed the Company will retain the proceeds of the Placing to augment its
existing cash resources and to supplement its working capital.
The remaining net proceeds from the Placing are to be used to fund the further roll out of the Everyman
estate in 2016 and beyond. The Group has already exchanged contracts on sites in Harrogate and
Cirencester and the Directors believe there is potential to accelerate the Group’s number of annual
openings following completion of the Placing,
Placing
Subject to Admission, the Company will issue 23,529,412 new Ordinary Shares which will raise
approximately £20.0 million, before expenses, and £19.3 million, after the expenses of the Placing (which
are estimated to be £0.7 million (excluding VAT) in total). The Placing Shares have been conditionally
placed by Cenkos, as agent for the Company, with institutional and other investors. Application will be
made for the Placing Shares to be admitted to trading on AIM and dealings are expected to commence on
11 May 2015.
The Placing Shares issued pursuant to the Placing will represent approximately 39 per cent. of the
Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and
distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after
the date of their issue and will otherwise rank pari passu in all other respects with the Existing Ordinary
Shares. The Placing Price represents a discount to the closing mid-market price of 6.6 per cent. per
Ordinary Share as at 17 April 2015 (being the latest practicable date prior to the date of this
announcement).
Cenkos, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers
for the Placing Shares at the Placing Price. The Placing is not underwritten. The Placing is
conditional, inter alia, upon:
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Shareholders approving the Resolutions at the General Meeting that will grant to the Directors
the authority to allot the Placing Shares and the power to disapply statutory pre-emption rights
in respect of the Placing Shares;
the Placing Agreement becoming unconditional and not having been terminated in accordance
with its terms prior to Admission; and
Admission becoming effective not later than 11 May 2015 or such later date as Cenkos and the
Company may agree.
The Placing is not conditional on the Acquisition.
Directors’ and related parties’ participation in the Placing
As part of the Placing, certain Directors have agreed to subscribe for Placing Shares at the Placing Price.
Details of the Placing Shares for which the Directors will be subscribing and their resultant shareholdings
are displayed below.
Director
Number of
Ordinary Shares
held before the
Placing
Number of Placing
Shares being
subscribed for as
part of the Placing
Resultant
shareholding after
the Placing
Percentage of
Enlarged
Ordinary Share
Capital
Adam Kaye
Paul Wise
Michael Rosehill
Phillip Jacobson
3,037,750
2,577,168
138,754
30,120
1,647,059
470,500
35,294
5,880
4,684,809
3,047,668
174,048
36,000
7.8%
5.1%
0.3%
0.1%
In addition to the above, Blue Coast Private Equity L.P. (“Blue Coast”) has agreed to subscribe for
4,300,059 Placing Shares pursuant to the Placing at the Placing Price. Following Admission, Blue Coast will
have an interest in 11,435,693 Ordinary Shares, representing 19.1 per cent. of the Enlarged Share Capital.
Adam Kaye and Paul Wise are considered a "related party" (as defined by the AIM Rules) of the Company
by virtue of being directors of the Company. Blue Cost are considered a "related party" (as defined by the
AIM Rules) of the Company by virtue of being an existing substantial shareholder in the Company.
The Directors (excluding Adam Kaye and Paul Wise) consider, having consulted with Cenkos, the
Company's Nominated Adviser for the purposes of the AIM Rules, that the terms of the related party
subscriptions set out above are fair and reasonable insofar as the shareholders of the Company are
concerned.
Current Trading and Outlook
Current trading in 2015 has been in line with expectations and the film release schedule for 2015 is
encouraging.
Share Options
The Company also today announces that it has granted 508,074 options over ordinary shares of 10 pence
each in the Company (the "New Options") to Jonathan Peters, the Company's Finance Director. The New
Options have been awarded to Mr Peters as part of his overall remuneration package and are subject to
various performance criteria. The exercise price of the New Options is 85 pence. Prior to the grant of the
New Options, Mr Peters did not hold any options over ordinary shares in the Company.
Circular and Timetable
A circular has today been posted to shareholders. The circular contains a Notice of General Meeting for
Shareholders to approve the Placing. The key dates for the Placing are set out below:
Circular posted to Shareholders
General Meeting
Admission and dealings in the Placing Shares expected to commence on AIM
20 April 2015
8 May 2015
11 May 2015
Terms and definitions contained within this announcement have the same meaning as those defined in
the Circular posted today to shareholders.
For further information, please contact:
Everyman Media Group plc
Crispin Lilly, Chief Executive Officer
Cenkos Securities plc
Bobbie Hilliam/Harry Pardoe (NOMAD)
Oliver Baxendale/Jeremy Warner Allen (Sales)
+44 020 3145 0500
+44 (0)20 7397 8900