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2012
31 January 2012
St Ives plc – Additional listing
Further to the announcement on 14 September 2011 relating to the acquisition of Response One Holdings Limited, St Ives plc (“the Company”) has today applied to the UK Listing Authority for a listing for 2,610,599 ordinary shares of 10 pence each and the London Stock Exchange for these shares to be admitted to trading on the main market for listed securities.
These shares have been issued pursuant to the Sale and Purchase Agreement between the Company and the vendors of Response One Holdings Limited and rank pari passu with the existing issued ordinary shares of the Company.
It is expected that admission will be granted and trading will commence on 3 February 2012.
Philip Harris
Company Secretary
St Ives plc
Tel: 020 7928 8844
Click to download announcement
re: St Ives plc – Additional listing
27 January 2012
St Ives plc – Pre close trading update
St Ives, the UK’s leading marketing services and print group, is today providing a pre-close trading update ahead of its half year results which will be released on 6 March 2012.
Whilst the general economic climate remains challenging, we are pleased that, as a result of our strategy to reposition the business, we continue to make solid progress as planned.
Group sales are ahead of last year driven by acquisition and growth within our Marketing Services segment, whilst at the same time we have further reduced our exposure to commoditised print markets.
The acquisitions made in the first half of this financial year, Response One and Pragma, are being integrated successfully and have significantly strengthened and extended the Group’s marketing services capabilities.
Our book business continues to perform well and has made further significant market share gains.
The Group's financial position remains robust and, in addition, we continue to see the benefits of the actions taken to re-position the Group towards higher added value services. We remain confident of an improved performance in the first half of this financial year compared to the equivalent period last year.
For further information contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications 020 3128 8100
John Olsen
Ian Payne
Giles Robinson
Click to download announcement
re: St Ives plc – Pre close trading update
2011
Click above to view our Annual Report 2011
November
29 November 2011
St Ives plc – Interim Management Statement
St Ives, the UK’s leading marketing services and print group, is today publishing its Interim Management Statement covering the period from 30 July 2011 to date.
We are pleased to report that we have made a good start to the current financial year with sales for the 13 week period ending 28 October 2011 approximately 10% ahead of the corresponding period in the prior year. This increase is predominantly from both acquisitive and organic growth in our marketing services segment, whilst sales across the print businesses are broadly in line with last year, despite the ongoing tough economic climate.
We continue to make good progress with our strategy to reposition the business away from commoditised print markets and toward higher added value services that are complementary to our print offering.
The recently acquired Response One and Pragma businesses have been successfully integrated and have significantly strengthened and extended the Group’s marketing services capabilities. We are very pleased to have acquired these businesses and, building on the success of our previous acquisitions, Occam and Tactical Solutions, we are already exploring opportunities to cross sell their services to existing customers as well as including them in our broader customer proposition.
As a result of the ongoing structural changes in our traditional print markets, we have proposed the closure of our Westerham and Blackburn manufacturing sites, which print company reports and CD/DVD inserts respectively.
Despite the difficult trading conditions we have managed to maintain overall print sales in line with last year, achieve further cost reductions and gain additional market share. The commercial print market remains fiercely competitive and significant excess capacity continues to exert pressure on price. However, our book business remains very strong and our eBook strategy has been enhanced by our recently announced investment in the eBook conversion software provider, Evolved Group. Our point of sale business continues to make progress and there are some signs that the market for large format graphics is improving ahead of the 2012 Olympics.
Marketing Services
From a standing start we have successfully built a credible and extensive range of marketing services capabilities through acquisition and organic development. In addition to being individually strong businesses, our combined range of complementary services create a unique proposition which presents the Group with good opportunities for growth and margin improvement. We will continue to invest carefully in all of these businesses and to seek further selective acquisitions.
Outlook
The economic climate is challenging and margins remain under pressure, requiring us to keep the cost base of the Group under close review. The Group’s financial position remains strong and the necessary restructuring of those businesses exposed to commoditised print markets is nearing completion. Whilst visibility is poor and there are no signs of improvement in underlying market conditions, we remain confident that the actions we have taken to strategically reposition the Group will enable us to make further progress this year.
For further information please contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications 020 3128 8100
Andrew Jaques
John Olsen
Ian Payne
Giles Robinson
Click to download announcement re: Interim Management Statement
24 November 2011
St Ives plc – Acquisition of minority interest
St Ives plc (“St Ives” or “the Group”) is pleased to announce it has made a minority investment in The Evolved Group Limited (“Evolved”), a leading provider of eBook conversion software to the publishing industry.
The investment in Evolved represents another step in St Ives’s strategy to create a complementary range of publishing and marketing solutions and services, whilst reducing exposure to commoditised print markets, enabling the Group to add further value to existing and new clients.
Established in 1998, Evolved develops easy-to-use cross media publishing software that helps its clients to create, manage and publish content in multiple media, efficiently and profitably. A particular focus of its proprietary technology is the conversion of content into eBook and tablet formats. The business employs eleven staff, is headquartered in Guildford and has a strong client base within the publishing community.
St Ives’s existing publishing solutions business, Clays, is the UK’s leading book printer producing over 160 million books a year. This investment will enhance the Group’s ability to further develop its eBook strategy and, in turn, will accelerate Evolved’s expansion, principally via investment in additional sales and marketing resource within the UK and US.
St Ives has agreed to invest £1.5m in cash for a 15.75% equity stake in Evolved and will have a right of first refusal in the event of the sale of all or part of the remaining equity in the business. The current shareholders are the co-founders along with a number of private individuals.
Following the investment, Evolved will work closely with St Ives within the UK but will continue to be managed by the existing management team from its current premises.
For further information please contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications 020 3128 8100
John Olsen / Ian Payne / Giles Robinson
Click to download announcement re: Acquisition of minority interest
18 November 2011
Annual Information Update for 12 months to 18 November 2011
11 November 2011
Click to download announcement re: Award of options under LTIP
3 November 2011
Click to download announcement re acquisition of shares – Matthew Armitage
Click to download announcement re acquisition of shares – Patrick Martell
Click to download announcement re acquisition of shares – Lloyd Wigglesworth
Click to download announcement re acquisition of shares – Matthew Armitage
October
28 October 2011
Click to download announcement re acquisition of shares – Matthew Armitage
26 October 2011
Announcement re Notice of Annual General Meeting and Posting of Annual Financial Report
Click here to download a copy of this document
Chairman’s letter and Notice of AGM 2011
Click here to download a copy of this document
Form of Proxy re Annual General Meeting 2011
Click here to download a copy of this document
Rules of Proposed St Ives Sharesave Plan
Click here to download a copy of this document
13 October 2011
Click to download announcement re acquisition of shares – Matthew Armitage
7 October 2011
Click to download announcement re acquisition of shares – Richard Stillwell
Click to download announcement re acquisition of shares – Tony Stuart
4 October 2011
St Ives plc - Preliminary Results for the 52 weeks ended 29 July 2011
St Ives plc, the UK’s leading marketing services and print group, announces preliminary results for the 52 weeks ended 29 July 2011.
Group Financial Highlights
• Underlying* revenue up 1.8% to £296.8m (2010: £291.4m)
• Revenue up 2.0% to £297.2m (2010: £291.5m)
• Underlying* profit before tax up 17.4% to £20.9m (2010: £17.8m)
• Profit before tax up 28.3% to £16.9m (2010: £13.2m)
• Underlying* earnings per share up 22.1% to 14.45p (2010: 11.83p)
• Earnings per share up 21.6% to 13.22p (2010: 10.87p)
• Total dividends 5.25p per share (2010: 3.50p per share)
• Balance sheet further strengthened, with net cash of £16.3m (2010: net debt £2.7m)
All figures for revenue, profit and earnings per share are based on continuing operations.
* Before non-underlying items which comprise restructuring costs, provision releases, operating results of non-continuing operations, amortisation of acquired intangibles and other one-off items.
Operational Highlights
• Significant further progress in reshaping the group
• Disposal of the Magazine printing business in April reduced exposure to commodity print
• Acquisition of Tactical Solutions in February, and Response One and Pragma since the year end, enhance our marketing services offering
• Continued investment in organically grown marketing services
• Further successful cost reduction initiatives across print segment, and investment in digital production
• Winning additional market share: new contracts include HSBC, RAC and Hachette.
Commenting on the results, Chief Executive, Patrick Martell said:
‘The last year has seen significant and important strides forward for St Ives. We have continued to reposition the group by strengthening our position in marketing services whilst successfully moving away from commoditised print markets. The sale of the magazine printing business and the acquisition of three further marketing services businesses have significantly changed the shape of the Group.
‘We have also made further encouraging financial progress despite very tough trading conditions and we have again strengthened the balance sheet.
‘We remain focused on using our strong financial position to acquire businesses and invest to reinforce our enhanced marketing services offering, which will become an increasingly significant growth driver for the group. Our book business has continued to perform well and we have made further investments to extend the range and effectiveness of its offering to our publishing customers.’
For further information contact:
St Ives plc
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
020 7928 8844
MHP Communications
John Olsen
Ian Payne
Giles Robinson
020 3128 8100
Click here to download a pdf of the full statement
September
30 September 2011
St Ives plc – Total Voting Rights and Share Capital
St Ives plc (“the Company”) hereby confirms that the Company’s issued share capital consists of 112,111,622 ordinary shares of 10 pence each with voting rights attached (one vote per ordinary share). The Company does not hold any shares in treasury. Therefore, the total number of voting rights in St Ives plc is 112,111,622.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, St Ives plc under the FSA’s Disclosure and Transparency Rules.
Philip Harris
Group Company Secretary
St Ives plc
Enquiries: 020 7928 8844
Click here to download pdf of this statement
21 September 2011
St Ives Plc - Acquisition
St Ives plc (“St Ives” or “the Group”) is pleased to announce the acquisition of Pragma Holdings Limited (“Pragma”), a leading consultancy specialising in retail and consumer markets.
The acquisition of Pragma follows the acquisition of Response One announced last week and represents another important step in St Ives’s strategy to create a complementary range of marketing services, whilst reducing exposure to commoditised print markets and to enable the Group to add further value to existing and new clients.
Established in 1988, Pragma helps its clients to develop and implement retail and consumer strategy through the use of sophisticated market research and complex analysis. The business employs approximately 17 staff, is headquartered in Twickenham and has a strong client base including a number of major retailers, financial institutions and other consumer facing organisations.
In the financial year ended 31 March 2011, Pragma generated underlying* EBITDA of £0.6 million and a profit before tax of £0.5 million on revenue of £2.5 million; gross assets were £1.4 million. Pragma is expected to generate underlying* EBITDA of approximately £0.7 million on revenue of £3.0 million for the year ending 31 March 2012 (* before items of a one-off nature).
St Ives has agreed to acquire all of the issued share capital of Pragma, on a cash and debt free basis, for a multiple of 6.0x the audited EBITDA of Pragma for the year ending 31 March 2012, subject to a cap of £6.0 million. The consideration will comprise an initial amount of £3.3 million, payable on completion, followed by a deferred amount, payable subject to the audited EBITDA of Pragma for the year ending 31 March 2012.
The vendors are co-founders Monica Lucas and Roy Palmer, and Chief Executive Patrick Woodall. Approximately 65% of the consideration payable will be in cash with the balance to be satisfied by the issue of new St Ives ordinary shares.
It is expected that the acquisition will be earnings enhancing in the current financial year.
Following the acquisition, Pragma will operate as a subsidiary of St Ives and will continue to be managed by the existing management team from its current premises.
Patrick Martell, Chief Executive of St Ives said:
“Following the acquisition of Response One last week, Pragma is another excellent fit with our growing portfolio of marketing services offerings and will give us further opportunity to sell a wider range of higher value added services across a broader customer group. I am delighted to welcome Pragma to the St Ives Group.”
For further information please contact:
St Ives plc
020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications
020 3128 8100
John Olsen/Ian Payne/Giles Robinson
Click here to download a pdf version of the this statement
14 September 2011
St Ives plc – Acquisition
St Ives plc (“St Ives” or “the Group”) is pleased to announce the acquisition of Response One Holdings Limited (“Response One”).
The acquisition of Response One represents a further step in St Ives’s strategy to create a complementary range of digital and marketing services, whilst reducing exposure to commoditised print markets and to enable the Group to add further value to existing and new clients.
Established in 1998, Response One is one of the UK’s leading and fastest growing data marketing businesses. The business helps its clients design and deliver effective customer and prospect communications through more intelligent use of data. Principal services include specialist media buying and sales; data quality insight and strategic campaign planning; and print management. By integrating these services into a single solution, Response One has created a unique offering that has transformed multi-channel marketing activities for organisations across the UK. The business employs approximately 70 staff, is headquartered in Bath and has a strong client base including a number of FTSE 100 companies and household names.
In the financial year ended 31 October 2010, Response One generated underlying* EBITDA of £1.9 million and a profit before tax of £1.5 million on revenue of £19.1 million; gross assets were £8.7 million. Response One is expected to generate underlying* EBITDA of approximately £2.5 million on revenue of £25.0 million for the year ended 31 October 2011 (* before items of a one-off nature).
St Ives has agreed to acquire all of the issued share capital of Response One, on a cash and debt free basis, for a multiple of 6.5x the audited EBITDA of Response One for the year ending 31 October 2011, subject to a cap of £19 million.
The vendors are Patrick Sargeant and Tim Calvert-Jones, the founders and majority shareholders, together with other employees. Approximately 70% of the consideration payable will be in cash with the balance to be satisfied by the issue of up to approximately 7.5 million new St Ives ordinary shares.
It is expected that the acquisition will be earnings enhancing in the current financial year.
Following the acquisition, Response One will operate as a subsidiary of St Ives and will continue to be managed by the existing management team from its current premises.
Patrick Martell, Chief Executive of St Ives said:
“Response One is an excellent fit with our growing portfolio of marketing services offerings and will give us the opportunity to sell a wider range of services across a broader customer group. The acquisition significantly enhances and extends the data based offering we are able to provide to clients enabling them to maximise returns from their marketing campaigns. I am delighted to welcome Response One to the St Ives Group.”
For further information please contact:
St Ives plc
020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications
020 3128 8100
John Olsen / Ian Payne / Giles Robinson
Click here to download a pdf version of this statement
August
4 August 2011
St Ives plc Year end trading update
St Ives is today providing a year end trading update ahead of the announcement of its full year results which will be released on 4 October 2011.
The board remains confident that the results for the financial year ended 29 July 2011 will be in line with current market expectations. We have further strengthened our financial position and we have continued to reposition the business and reduce our exposure to commoditised print markets, whilst increasing our focus on more attractive digital and marketing services activities.
In our Print segment, the actions we have taken to mitigate the impact of price pressure and declining volumes within our markets are taking effect. A number of significant existing contracts have been renewed and we have continued to win additional market share during the second half, although the ongoing structural changes within these markets will continue to impact upon margins going forward.
Our Marketing Services segment is developing well, with our investment in additional sales and marketing resource bearing fruit with some encouraging new business success.
The Group has recently been successful in winning a large direct marketing tender within the financial services sector and we are making further investment in resource to ensure its successful transition into the Group. We will continue to develop our marketing services proposition through further acquisition and organic investment to build upon and extend the current offering.
Our balance sheet remains strong and the Group will be cash positive at the financial year end.
For further information contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications 020 3128 8100
John Olsen / Ian Payne / Giles Robinson
Click here to download a pdf version of this statement
June
16 June 2011
Interim Management Statement
St Ives is today publishing its Interim Management Statement covering the period from 29 January 2011 to date.
For the seventeen week period to 27 May 2011, total sales from continuing operations were £98.0 million, approximately 4% higher than for the equivalent period in the previous financial year.
We are pleased to report that, as expected, our performance continues to improve compared to last year. The Group is benefiting from the actions taken to reposition the business and reduce our exposure to commoditised print markets whilst increasing our focus on more attractive digital and marketing services activities.
Our Books business remains strong and we continue to win market share, which will help offset the impact of some volume migrating to eBook formats. The uncertainty surrounding the future of the Waterstones book chain will have a one-off negative impact on sales in the second half of the year.
In our Exhibition and Events business, we have moved our principal manufacturing operation to our new Chessington plant, with margin progression expected after a period of disruption during the period of the move. We expect to continue to make progress in this business next year and, in particular, to benefit from the extra activity generated by the London Olympics.
Activity within the Point of Sale market remains strong and the management team continues to improve the performance of the business. However, the market for Direct Response and Commercial print remains challenging and we will continue to keep the cost base of this business under close scrutiny with a view to taking swift further action should this become necessary.
Marketing Services
Tactical Solutions, our recently acquired field marketing business, has been successfully integrated. We are delighted with our early cross selling initiatives, having successfully introduced its services into one of the Group’s major existing Point of Sale clients.
We have invested in resource and IT infrastructure within Occam, the database marketing business acquired in June 2010, to enhance and support the sales growth which we are targeting for next year.
We continue to seek opportunities to develop our activities within this segment both through organic growth and further acquisition.
Group
The relocation of our Head Office in London to new leasehold offices, with a more functional and efficient layout, has been completed successfully. In addition, we are pleased to have completed the sale of a surplus property in Edenbridge, on 6 May 2011, for £1.5 million.
Our balance sheet remains strong and we expect to be cash positive by the end of our financial year.
We are confident that the actions taken to date, with our ongoing attention to costs and strong focus on broadening our service offering, will ensure that the Group continues to make progress both with regard to financial performance and strategic development.
For further information contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
MHP Communications 020 3128 8100
Andrew Jaques
John Olsen
Ian Payne
Giles Robinson
Click here to download the full pdf version
May
9 May 2011
Click to download announcement re acquisition of shares – Tony Stuart
April
28 April 2011
Click here to download announcement re: Lapse of ESOS options
27 April 2011
St Ives plc – Directorate changes
Following Mr Richard Stillwell’s appointment as Chairman on 25 April 2011, St Ives has today announced that Mr Stillwell will stand down as Chairman of the Remuneration Committee and as a member of the Audit Committee.
Mr Tony Stuart has been appointed as a member and Chairman of the Remuneration Committee and will serve as a member of the Audit Committee.
Enquiries:
St Ives plc
Philip Harris 020 7928 8844
Click here to download Directorate changes
11 April 2011
St Ives plc (“the Company”) – Directorate change
At the AGM in November 2010, the Chairman, Mr Miles Emley announced his intention to stand down as Chairman and a director of the Company by the end of the current financial year.
Following the recent approval at a General Meeting of the shareholders of the Class 1 transaction for the disposal of the Company’s Magazine business, Mr Emley and the Company have agreed that he will stand down with effect from 25 April 2011.
Miles Emley has been a director of the Company since 1992 and Chairman since 1993. The directors would like to record their thanks and appreciation for the enormous contribution made by Mr Emley during that time and for having overseen the transition to a new management team.
As previously announced, Mr Richard Stillwell, an existing independent non-executive director of the Company, will take over as Chairman.
For further information please contact:
St Ives plc 020 7928 8844
Simon Marquis, Senior non-executive director
Philip Harris, Company secretary
Smithfield 020 7360 4900
John Kiely
Click to download
Announcement - Re: Directorate changes
6 April 2011
St Ives plc (“St Ives”, “the Company” or “the Group”)
Completion of the Disposal of Magazine Business
The Board of St Ives plc is pleased to announce that following receipt of shareholder approval at a General Meeting of the Company held earlier today, the disposal of the Group’s Magazine business has successfully completed.
For further information please contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
Smithfield 020 7360 4900
John Kiely
Will Swan
Click to download
Announcement Re: Completion of the Disposal of Magazine Business
6 April 2011
St Ives plc – Result of General Meeting
St Ives plc (“the Company”) is pleased to announce that the ordinary resolution proposed at the General Meeting held earlier today to approve the disposal of the Company’s Magazine Business was passed on a show of hands. In total 332 valid proxy cards were received by the registrars voting 86,286,195 ordinary shares. This represents 81.52% of the issued share capital of the Company as at today’s date.
The issued share capital of St Ives plc as at 6 April 2011 is 105,848,507 ordinary shares of 10 pence each. Each share carries one vote.
Patrick Martell, as Chairman of the General Meeting, was appointed as proxy in respect of 86,219,312 votes cast. He was given instructions on how to vote on the resolution before the Meeting today in respect of 85,894,945 shares and was given discretion on how to vote in respect of 66,431 shares. His appointment as proxy and accordingly his voting rights over these shares lapsed immediately following the General Meeting.
Lloyd Wigglesworth was appointed as proxy in respect of 10,000 shares registered in the name of NW Brown ISA Nominees Limited but held beneficially by Mr Wigglesworth. His appointment as proxy and accordingly his voting rights over these shares lapsed immediately following the General Meeting.
A breakdown of proxy votes lodged 48 hours prior to the General Meeting is set out below:
| Ordinary Resolution | Votes 'for' and 'Discretionary' | Votes 'Against' | Votes 'Withheld' |
| Number / % | Number / % | Number | |
| To approve the disposal of the Magazine business | 85,691,590 /99.6% | 336,669 /0.4% | 257,936 |
Votes ‘Withheld’ have not been included in the proportion of votes cast ‘For’ and ‘Discretionary’ and ‘Against’.
Proxy figures will also be disclosed in the investor area of the Company’s website www.st-ives.co.uk. A copy of the resolution passed at the General Meeting will be submitted to the National Storage Mechanism and in due course will be available to view at www.Hemscott.com/nsm.do by searching using St Ives plc’s code ‘SIV’.
Enquiries:
Philip Harris Telephone: 020 7928 8844
Company Secretary
St Ives plc
Click to download
Results of General Meeting - Re: Web disposal
March
31 March 2011
Click to download
Announcement Re: Total Voting Rights and Share Capital
25 March 2011
Click to download
Half Year Report 2011
Click to download
Mailing of half year accounts announcement
15 March 2011
St Ives plc - Half Year Results for the 26 weeks ended 28 January 2011
St Ives plc, the UK’s leading print and marketing services group, announces half year results for the 26 weeks ended 28 January 2011.
Group Highlights
• Underlying revenue from continuing operations £149.0m* (2010**: £151.1m)
• Underlying profit before tax from continuing operations £10.2m* (2010**: £9.4m)
• Profit from continuing operations before tax £12.7m (2010**: £10.0m)
• Basic underlying earnings per share from continuing operations 6.86p* (2010**: 6.26p)
• Interim dividend of 1.75p per share (2010: 1.75p per share)
• Successful acquisition of Tactical Solutions
• Disposal (subject to shareholder approval) of the Magazine printing business
• Successful re-location of the principal Exhibitions and events operation
• Contracts exchanged on disposal of head office premises
* Before restructuring charges, provision releases, operating results of non-continuing operations, amortisation of acquired intangibles and other one-off items.
** As announced on 14 March, the Magazine printing business has been sold, subject to shareholder approval. The business has been treated as a discontinued operation, with the comparative figures for the 26 weeks ended 29 January 2010 restated.
Commenting on the results, Patrick Martell, Chief Executive of St Ives, said:
“Delivering on our strategy to extend the range of services we provide, we have made another significant and positive change to the structure of the Group, having completed the acquisition of Tactical Solutions.
In addition, the proposed disposal of the loss making Magazine printing business will further strengthen the Group’s financial performance and will significantly reduce our exposure to over-supplied commoditised markets.”
For further information contact:
St Ives plc
020 7928 8844
Miles Emley, Chairman
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
Smithfield
020 7360 4900
John Kiely
Will Swan
Click to download
Half Year Results for the 26 weeks ended 28 January 2011
14 March 2011
St Ives plc - Notice of General Meeting Re: Disposal of the Magazine Group
St Ives plc is pleased to confirm that the circular and notice of General Meeting relating to the disposal of the Magazine Group is being posted to shareholders today.
The General Meeting will be held at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS on 6 April 2011 at 9:00 a.m.. Shareholders may appoint a proxy by completing the form of proxy enclosed with the circular.
A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm. The circular will also be available for inspection at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS and on St Ives plc’s website at www.st-ives.co.uk.
Enquiries:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Group Finance Director
Click here to download announcement
Notice of General Meeting
Re Disposal of the Magazine Group
14 March 2011
St Ives plc - Disposal of magazine business
The Board of St Ives plc (“St Ives” or the “Group”) is pleased to announce that it has today entered into a conditional agreement to dispose of its Magazine business, comprising St Ives Peterborough Limited, St Ives Plymouth Limited, St Ives Roche Limited and St Ives Web Limited, to Walstead Newco3 Limited (“Walstead Newco3”), a wholly owned subsidiary of Walstead Investments Limited (the “Disposal”). The total consideration for the Disposal will be £20 million, comprising £15 million in cash payable on completion and £5 million in loan notes.
The Magazine business is the web offset printing operation of St Ives, offering magazine printing capabilities to customers across the UK. The business is responsible for the production of weekly, monthly and specialist magazine titles and employs approximately 670 people at manufacturing sites in Peterborough, Plymouth and Roche. As at 30 July 2010, the Magazine business had gross assets of £54.8 million and in the financial year ended 30 July 2010 generated £70.5 million of revenue and a loss before tax of £5.1 million.
St Ives will retain ownership of the properties currently occupied by the Magazine business in Peterborough, Plymouth and Roche and will lease them to the Magazine business following the Disposal.
The loan notes are non-interest bearing and are repayable in twenty-four monthly instalments commencing thirty days after completion, guaranteed by Walstead Investments Limited and will be secured by second ranking fixed and floating security over the Magazine business’ assets (prior ranking is to be granted to The Royal Bank of Scotland plc which is providing the finances to Walstead Newco3 in connection with the transaction).
The Disposal is subject to the approval of St Ives’ shareholders and a circular outlining the terms of the Disposal, including a Notice of General Meeting, will be sent to shareholders shortly.
The Disposal is consistent with the Group's strategy of focusing on non-commoditised markets where, in addition to printed products, it can supply value-added services including complex logistical, fulfilment and marketing requirements. St Ives has continued to experience particularly tough conditions in the Magazine business’ markets in recent years, where excess capacity has exerted significant downward price pressure, resulting in poor levels of profitability. These markets also face structural challenges with the increasing trend of migration of advertising and content into digital formats. The Disposal will realise significant value for St Ives and the net proceeds will be used to strengthen further the continuing Group's balance sheet, and to provide additional flexibility to invest to improve the business.
Commenting on the Disposal, Miles Emley, Chairman of St Ives, said:
“I am very pleased to announce the disposal of the loss making Magazine business. The Disposal will allow a reduction in Group borrowings and enable the Board to focus on ensuring the continued success of St Ives.”
Enquiries:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Group Finance Director
Rothschild 020 7280 5000
Ravi Gupta
Neil Thwaites
Smithfield 020 7360 4900
John Kiely
Will Swan
Click here to download announcement
Re: Disposal of Magazine business
4 March 2011
Click here to download announcement
Re Additional Listing 2011
February
11 February 2011
St Ives plc - Notice of Half Year Results
St Ives plc announces that it intends to publish its half year results for the
26 weeks to 28 January 2011 on Tuesday, 15 March 2011.
For further information contact:
St Ives plc 020 7928 8844
Patrick Martell, Chief Executive
Matt Armitage, Finance Director
Smithfield 020 7360 4900
Will Swan
Click here to download PDF version
9 February 2011
St Ives plc - Acquisition
St Ives plc is pleased to announce the acquisition of 90% of the issued share capital of Tactical Solutions UK Limited (“Tactical Solutions” or “the Business”).
Established in 2000, Tactical Solutions is one of the UK’s leading and fastest growing field sales and marketing companies. Its highly skilled sales teams work with leading brands and retailers to drive sales and ensure that product is always available in store and ready for purchase. Its ability to deploy a nationwide network of highly trained sales professionals enables the business to deliver measurable return on investment for its clients within the retail and FMCG sectors. Tactical Solutions employs approximately 320 staff, is headquartered near Chester and has a strong client base which includes a number of FTSE 100 companies and household names.
The acquisition of Tactical Solutions represents a further step in the implementation of St Ives’ strategy to provide products and services in addition to print which will enable the Group to add further value to existing and new clients.
In the financial year ended 31 December 2009, Tactical Solutions generated underlying* EBITDA of £1.3 million and a profit before tax of £0.6 million on revenue of £7.7 million; gross assets were £2.6 million. The Business is expected to generate underlying* EBITDA of £2.8 million on revenue of £11.5 million for the year ended 31 December 2010. It is expected that the acquisition will be earnings enhancing for the current financial year.
* Before items of a one-off nature
St Ives has agreed to acquire 90% of the issued share capital of Tactical Solutions, on a cash and debt free basis, for an initial consideration of approximately £15 million, subject to an adjustment to reflect the working capital position as at 31 December 2010. The initial consideration will comprise £13.0 million of cash with the balance to be satisfied by the issue of 2,169,197 new St Ives ordinary shares.
Further consideration may be payable in cash subject to the following performance criteria: a maximum first deferred payment of £4.0 million will be paid subject to the Business achieving an underlying EBITDA of £4.5 million or more in the year to December 2011, and; a maximum second deferred payment of £5.0 million will be paid subject to the Business achieving an underlying EBITDA of £6.0 million or more in the year to December 2012. Each of these deferred consideration payments will be covered by loan notes issued at completion with face values of £4.0 million and £5.0 million. The redemption value of each tranche of loan notes will be reduced pro rata, should the growth target for that year not be met, with no deferred consideration payable if the underlying EBITDA in that year falls below £3.0 million.
St Ives has been granted a call option over the remaining 10% of the issued share capital exercisable, at St Ives’ sole discretion, from August 2013.
The vendors comprise Lorna Davidson, the founder and majority shareholder and other members of her management team, David Bryant and Geoffrey Faulkner. We are delighted that all have entered into new service contracts appropriate to their positions as Chief Executive Officer, Managing Director and Development Director of Tactical Solutions respectively.
Following the acquisition, Tactical Solutions will operate as a subsidiary of St Ives and will continue to be managed by the existing management team from its existing premises.
Commenting on the acquisition, Patrick Martell, Chief Executive of St Ives said:
“Tactical Solutions is an excellent fit with our existing businesses and will give us the opportunity to sell a wider range of services across a broader customer group. The acquisition will enable us to offer services that will help our customers to drive sales in the retail environment and maximise the return from their marketing campaigns. I am delighted to welcome Tactical Solutions to the St Ives Group.”
Commenting on the acquisition, Lorna Davidson, Chief Executive of Tactical Solutions said:
“Having grown Tactical Solutions over ten years to a market leading position, we are delighted to be joining St Ives plc as the opportunities for our clients, staff and management team are all enhanced. We are looking forward to continuing to deliver fantastic results for our existing and new clients but are sure we will be able to up-weight our offering by utilising St Ives’ depth and breadth of experience.”
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