TIDMMFP
RNS Number : 2171J
Music Festivals PLC
28 June 2011
AIM: MFP
28 June 2011
Music Festivals plc
("Music Festivals" or the "Company")
First day of dealings and Admission to trading on AIM
Placing to raise GBP6.5 million and exercise of call options to
acquire five festivals
Music Festivals, a company focused on the ownership, development
and production of music festivals, is pleased to announce its
admission to trading on AIM.
-- Raised GBP6.5 million (gross) through a placing of Ordinary
Shares and Convertible Loan Notes;
-- Company will acquire the rights to five festivals the day
after commencement of trading;
-- Two established festivals being acquired - Benicassim and Hop
Farm - with top global artists headlining;
-- Variety of festivals being acquired to appeal to a wide
demographic;
-- Strategy of organic growth and acquisition, both UK and
international, to take advantage of the fragmented festivals
market; and
-- Experienced management team with proven track record of
success with Mean Fiddler Music Group plc.
Vince Power, Chief Executive Officer of the Company, said:
"We are delighted to bring Music Festivals to AIM, with it being
the first quoted pure music festivals business, and would like to
thank investors for their support. This listing will give everyone
the chance to own a part of the thriving live music industry."
Enquires:
Music Festivals plc
Vince Power Tel: +44 (0)20 7644
1420
Merchant Securities Limited (Nominated Adviser
and Broker)
John East/Virginia Bull Tel: +44 (0)20 7628
2200
Mission Public Relations
Andrew Murray-Watson Tel: +44 (0)20 7845
7800
Copies of the Admission Document are available on the Company's
website (www.musicfestivalsplc.co.uk) and from the offices of
Merchant Securities Limited at 51-55 Gresham Street, London EC2V
7HQ.
If, for any reason, the acquisitions of the festivals are not
completed by the close of business on the date of the Second
Admission, the Company will be treated as an Investing Company
under Rule 8 of the AIM Rules.
Placing Statistics
Placing Price 65p
Number of Ordinary Shares in issue on First Admission 4,287,413
Number of Ordinary Shares in issue on Second Admission 14,689,641
Nominal amount of Convertible Loan Notes in issue GBP5,340,707*
following Second Admission
Amount being raised under the Placing (before expenses) GBP6.5 million
Market capitalisation at the Placing Price following GBP9.55 million
Second Admission
* assuming a EUR:GBP exchange rate of 1.13
Background
Music festivals have been an integral part of the music industry
for many decades, from the Woodstock Festival held in New York
State in 1969, which attracted close to 500,000 visitors, to
Glastonbury Festival in the UK which was established in 1970 and
attracted 1,500 visitors that year. In 2010, 177,500 people
attended Glastonbury Festival and tickets for the 2011 festival
sold out in hours. It is estimated that approximately 700 music
festivals, covering many genres and sizes, are held annually in the
UK, with countless more held around the world. Music festivals are
firmly established as an integral part of the music scene.
Information on the Group
Music Festivals is focused on the ownership, development, and
production of music festivals. Immediately following exercise of
the call options, which the Directors have given undertakings to
Merchant Securities and certain institutions to exercise, the Group
will wholly own two established music festivals, the Festival
Internacional de Benicassim in Spain, and the Hop Farm Music
Festival in Kent, England. The Group intends to expand its festival
portfolio and the Company, together with Vince Power, has entered
into call option agreements which will be exercised immediately
following First Admission, to acquire companies operating
additional music festivals in the UK.
The Benicassim festival is an annual music festival which takes
place in the port town of Benicassim, Spain, with a focus on live
indie rock, pop and electronic music acts. The first festival took
place in 1995, since when it has been held annually. Many world
renowned artists have played at the festival including Paul Weller,
Kings of Leon, The Chemical Brothers, Blur, Franz Ferdinand,
Morrissey, Scissor Sisters, Oasis and The Killers. The 2011
festival is scheduled to take place between 14-17 July 2011, with
Arcade Fire and the Strokes as the headline acts.
The Directors are committed to exercising the call options to
complete the acquisitions referred to in this announcement. The
Company and the Directors have each provided undertakings to
Merchant Securities (under the Placing Agreement) and to certain
institutions (under the Placing Convertible Loan Note instrument)
to do so. If, for any reason, the acquisitions are not completed by
the close of business on the date of the Second Admission, the
Company will be treated as an Investing Company under Rule 8 of the
AIM Rules.
The Placing has been structured into two tranches; the First
Placing and the Second Placing. The shares to be issued under the
First Placing will be, along with the Existing Ordinary Shares, the
subject of the First Admission. The shares to be issued under the
Second Placing, together with the Consideration Shares, will be the
subject of the Second Admission. Accordingly, the Company will have
raised sufficient capital to exercise the call options prior to
their exercise, completion of the Acquisitions and completion of
the Second Placing. The Company has received advice that this
structure is necessary in order to maximise investment from
qualifying EIS and VCT investors. Following Second Admission, Vince
Power and his associated parties, including Jon Hale, will be
interested in 49.51 per cent of the Enlarged Issued Share
Capital.
Festival Internacional de Benicassim ("FIB")
History
FIB was launched in 1995 by venue operators Miguel and Jose
Moran and magazine editors Luis Calvo and Joako Ezpeleta. The
incumbent mayor of Benicassim, Francesc Colomer, welcomed their
vision and the economic benefits that hosting a festival in the
resort could create. The first festival was held in August 1995
over three nights at the Benicassim Velodrome and attracted a total
of 8,000 people.
By 1998, FIB had expanded significantly, with a new location and
the launch of additional onsite activities, such as the FIB Fashion
Show and the FIB-Act theatre festival. In 1999, an average of
38,000 people attended the festival each day.
In 2005, Vince Power became involved in FIB and took the
decision to bring the 2006 festival forward by a month to July, so
as to ensure that the growing event did not clash with the peak
tourist season - a decision that was backed by the Spanish
government and local authorities. This proved a popular decision,
with the 2007 festival selling out for the first time in its
history by attracting in excess of 150,000 people over four
days.
In 2008, FIB's popularity continued, with artists including My
Bloody Valentine, Morrissey, The Raconteurs, Siouxsie, and Morente
Omega (with Lagartija Nick and Leonard Cohen) all performing. The
following year, a new attendance record was set with a total number
of attendees in excess of 170,000 over the four days of the
festival. The 2009 festival had what the management deemed to be
the most important headline acts of FIB's history to date, with
Oasis, Kings of Leon, Franz Ferdinand and The Killers.
In 2010, the line-up included one of the few exclusive concerts
given by Gorillaz (and their first such concert in Spain) along
with Vampire Weekend, The Prodigy, Kasabian, Dizzee Rascal, Hot
Chip, Mumford & Sons and The Temper Trap, amongst others.
Artists
Over 100 bands and DJ's performed at FIB in 2009 and over 70 in
2010. The following acts have headlined the festival in recent
years:
2006: The Strokes, Scissor Sisters, Morrissey, Depeche Mode,
2ManyDJs
2007: Iggy and the Stooges, Arctic Monkeys, Amy Winehouse,
Muse
2008: My Bloody Valentine, Mika, Babyshambles, Gnarls Barkley,
The Kills, Morrissey
2009: Oasis, Kings of Leon, Franz Ferdinand, The Killers, Lily
Allen
2010: The Prodigy, Dizzee Rascal, Kasabian, Hot Chip, Timo Maas,
Gorillaz, Leftfield, DJ Shadow
Artists confirmed for the 2011 festival include Arcade Fire, The
Strokes, Arctic Monkeys, Tinie Tempah, Portishead, The Streets,
Mumford & Sons and Elbow.
The Hop Farm Music Festival
History
The Hop Farm Music Festival was launched in 2008, initially as a
one-day event. The maiden festival was attended by 30,000 people
and was headlined by Neil Young. The festival has expanded into a
two-day event, with capacity for up to 53,000 people per day and in
2010 approximately 80 artists performed. In 2011, the festival has
been expanded to a three day event scheduled to take place on 1-3
July, with Prince headlining the third day.
The Hop Farm Music Festival is distinct among festivals in that
it markets itself as a family-oriented event, with an ethos of no
sponsorship, no branding and no VIP tickets. The festival is
located within 45 minutes from London by train, taking place in the
Kent countryside at the Hop Farm Country Park, Paddock Wood.
With so many festivals being prominently sponsored, and
featuring a significant element of corporate and VIP entertaining,
Vince Power launched the Hop Farm Music Festival in response to
festival-goer feedback, as a family-friendly, sponsorship-free
event. Festival-goers had indicated that they were growing tired of
overly commercial festivals where corporate branding and prominent
sponsors' messages seemed to detract from the music.
In addition to musical artists, the Hop Farm Music Festival
hosts other attractions. In 2010, the festival hosted a "Late Night
Comedy Show" featuring a line-up of well-known comedians including
Bob Mills, Keith Platt, Christian Riley and Lee Nelson. Fairground
attractions and "Celebrity Football" were other successful
components of the festival.
Artists
The Hop Farm Music Festival is unusual in that the headline acts
are deliberately selected to appeal across generations and genres.
The following acts have performed at the festival since its
inception:
2008: Neil Young, Primal Scream, Supergrass
2009: Fratellis, Paul Weller, Florence and the Machine
2010: Bob Dylan, Ray Davies, Pete Doherty, Blondie, Van
Morrison, Seasick Steve
Artists currently confirmed for the 2011 festival include
Prince, Eagles, Bryan Ferry, Brandon Flowers, Death Cab For Cutie,
Morrissey, Lou Reed, and Iggy and the Stooges.
New Festivals
The Group has entered into call option agreements with Vince
Power to acquire the rights to three new festivals and is intending
to promote these festivals during 2011 and beyond; The Feis
Festival, a classical music festival and a pop music festival.
The Feis Festival
The Feis Festival is a new two-day Irish-focused music festival
which was held on 18-19 June 2011 in London's Finsbury Park. The
Feis Festival follows in a long tradition of music festivals held
in this location with an Irish bias. Previous festivals of this
nature operated by companies associated with Vince Power have
featured performances from The Pogues, Bob Dylan, The Wonderstuff,
Neil Young, Counting Crows and the Charlatans. The first Feis
Festival performed in line with the Directors' expectations.
Classical music festival
Historically hosted in the Royal Horticultural Society's Gardens
at Wisley, near Woking in Surrey, this three-day music festival was
first held in 2002 and is next scheduled to take place in June
2012. The open-air picnic event focuses on classical music, with
previous line-ups including The National Symphony, The Royal
Philharmonic Concert Orchestra, BBC Big Band, Katherine Jenkins,
Dame Kiri Te Kanawa, Russell Watson, and Julian Lloyd Webber.
Pop music festival
This new festival is intended to be a two-day pop focused event
and is expected to be held at Eridge Park, a county estate near
Tunbridge Wells in Kent, in August 2012 over the bank holiday
weekend. The Directors have confirmed that the Company is currently
in discussions with acts for the 2012 festival.
Key Strengths of the Group
The Directors believe that the Group has the following key
strengths:
Revenue visibility and quality of earnings
The Group sells advance "Early Bird" tickets for both the Hop
Farm and FIB festivals several months in advance of the festivals
being held, providing it with an early visibility of earnings. In
addition, the Group is not reliant on one single major customer,
due to its consumer base comprising thousands of festival
attendees.
Established festival brands
FIB has been established for over 16 years and the Directors
believe that this longevity, and the high standards maintained at
the festival, has enabled it to cement its position as Europe's
premier festival outside the UK. The Hop Farm will hold its fourth
annual festival in 2011 and the Directors believe that it has
already firmly established itself as one of the leading festivals
in the UK.
Strong management team
The Group has a creative and commercially proven management team
with a strong track record of developing successful music
festivals. Chief Executive, Vince Power, in 2006 was appointed
honorary CBE for his promotion of the live music industry in the
UK. In addition, Jon Hale, Finance Director, has considerable
experience of working within the finance function of publicly
listed companies, specifically in the music and entertainment
arenas, having previously been a director of the Mean Fiddler Music
Group plc (a company at which he worked closely with Vince Power)
and The Old Monk Company plc, a managed pub group which was traded
on AIM until 2002.
Proven Track Record with Mean Fiddler Music Group plc
Vince Power is the founder and former Chairman of Mean Fiddler
Music Group plc, which became the largest live music venue company
in the UK, owning the Astoria, the Garage, the Forum, the Jazz
Cafe, the Stratford Rex, Subterania and Powerhaus. The Mean Fiddler
Music Group then expanded to acquire festivals including Reading,
Leeds and Glastonbury. Under Vince's direction, the Mean Fiddler
Music Group developed from one venue into an established brand
overseeing eight music festivals, 14 live music venues, and
numerous clubs, restaurants and bars.
In 2004, a company owned by Clear Channel Entertainment (Music)
UK Limited and Gaiety Investments acquired the Mean Fiddler Music
Group for GBP37.9 million.
Strategy
Festival growth
The Group's strategy is to achieve strong organic growth by
maximising revenue opportunities at its established FIB and Hop
Farm festivals. The Directors believe that such opportunities will
include extending the duration of the two festivals, together with
expanding the capacity and number of tickets that can be sold.
Acquisition and development of further festivals
In addition to driving the organic growth of its two main
festivals, the Directors intend to expand the Company's festival
portfolio through acquisition. Vince Power has a proven track
record of creating value through a buy-and-build strategy with the
Mean Fiddler Music Group plc and intends to adopt a similar
strategy with Music Festivals. The acquisition of new music
festivals will help the Company to diversify risk and reduce the
reliance upon any one event. In addition, there are opportunities
to utilise the existing infrastructure when establishing new
festivals and acquiring existing festivals, thereby creating cost
efficiencies. Furthermore, the increased scale from the addition of
new festivals will improve the Company's ability to negotiate with
artists and/or their managers and booking agents.
Market Opportunity
The festival industry is very fragmented. In Britain alone there
were over 700 festivals in 2010, which in the Board's opinion,
provides an opportunity for consolidation of the sector. The
Guardian newspaper reported that the top 200 events in 2010 were
estimated to have contributed over GBP450 million to the UK economy
in terms of ticket sales, travel, accommodation and food, which
highlights the huge earning potential that the festival industry
presents.
In addition to the opportunity to expand its UK festival
portfolio, the Directors also believe that there is an opportunity
to expand the Company's presence in Europe, having established
detailed knowledge of the European festival industry through
FIB.
Directors
David James Mansfield (Non-executive Chairman), aged 57, has
spent his entire career in the media industry and was the chief
executive of Capital Radio plc from 1997 to 2005. Following
Capital's merger with GWR Group plc he was chief executive officer
of GCap Media plc. Prior to joining Capital, he was at Thames
Television plc and Scottish Television plc. David Mansfield is a
non-executive director of Ingenious Media Holdings plc, executive
director of The Drive Partnership and chairman of Radio Joint
Audience Research (RAJAR), Student Aid Limited, LoveLive TV Limited
and 1801 Group Limited.
John Vincent "Vince" Power (Chief Executive Officer), aged 64,
founded The Mean Fiddler music venue in Harlesden and The Mean
Fiddler Organisation in 1982. The company became Mean Fiddler Music
Group Plc in 2001, where Vince Power acted as chairman until the
sale of the group in 2005. In addition, he was operational manager
of the Glastonbury Festival from 2002 to 2005. In 2006, Vince Power
was appointed honorary CBE for services to the music industry and
in 2008, he launched the Hop Farm Music Festival, now an annual
event. Vince Power has been greatly involved in a number of
charitable organisations, particularly Cradle, a Bosnian children's
charity, as well as the Phillip Hall Memorial Fund, UNICEF, Human
Rights Watch and the Depression Alliance.
Jonathan "Jon" James Hale (Finance Director), aged 43, is an
experienced Chartered Management Accountant and the former Group
Finance Director and acting Group Chief Operating Officer of Mean
Fiddler Music Group plc. Jon Hale orchestrated and managed the sale
of Mean Fiddler to Clear Channel Entertainment UK Limited (now
known as Live Nation) and Gaiety Investments Limited in 2005. Prior
to that he was finance director for pub group The Old Monk Company
plc, another AIM quoted company. Jon Hale is a non-executive
director of Cash Point Machines Limited, a Trustee of Wessex
Archaeology Limited and graduated from the University of
Westminster with a BA (Hons) in Business Studies.
Noel Lyons (Non-executive Director), aged 45, started his career
in accounting and progressed from there to management and director
level. He has worked for such companies as BP Amoco, Coca Cola,
Kentz Corporation plc and Oilinvest International NV and has worked
in diverse locations such as Africa and the Middle East. Noel Lyons
has been involved in several listings on AIM in both a management
and advisory capacity and is currently a director and chief
executive officer of Circle Opportunities plc, a PLUS-quoted
company. He has an MBA and a Masters degree in Accounting and
Finance from DIT Ireland.
Andrew Nicholas Sutton ACA (Non-executive Director), aged 57, is
a chartered accountant and has worked in the financial services
sector and public markets with both private and corporate clients
for over 30 years. After qualifying as a chartered accountant with
Price Waterhouse, he spent seven years with Citigroup before
joining The Man Group in 1991, where he was corporate finance
director responsible for its successful flotation on The London
Stock Exchange in 1995. Subsequently, in that year, he was
appointed to The Man Group plc board as group finance director
until his retirement from the company in 2000. Since 2000, Andrew
Sutton has concentrated on promotion and production of live
entertainment and management of performing artists and has produced
a number of live music and cabaret and variety shows. In 2009, he
was executive producer of the acclaimed EMI film "Burlesque
Undressed" which has been screened worldwide.
Michael Arthur Christopher Gelardi (Non-executive Director),
aged 61, started his professional life as a musician, following
which, having taken a business studies course, he founded an
international music and entertainment consultancy to the hotel and
leisure industries, servicing such companies as Sheraton, Marriott,
Southern Sun and Forte Hotels. His consultancy business was
acquired by the Forte Hotel and Leisure Group in 1978 and for 18
years he headed Grosvenor Productions, the music, entertainment and
production division of the Forte Group, which he developed into one
of the largest entertainment buying companies in Europe. In his
career he has produced countless shows and live events throughout
the world, including corporate events, concerts, cabaret shows and
festivals, and he has worked with numerous major artists.
Expected timetable of principal events
First Admission effective and dealings commence in 28 June
the Existing Ordinary Shares and the First Placing 2011
Shares on AIM
CREST accounts credited with the First Placing Shares 28 June
2011
Second Admission effective and dealings commence in 29 June
the remaining New Shares on AIM 2011
CREST accounts credited with the Second Placing Shares, 29 June
the Consideration Shares and the Ordinary Shares being 2011
issued following conversion of the Pre-IPO Convertible
Loan Notes
Expected completion of the Acquisitions 29 June
2011
Despatch of definitive certificates, where applicable, 6 July 2011
in respect of the Convertible Loan Notes and the New
Shares by
-------------------------------------------------------- ------------
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisitions" the acquisitions by the Company of the entire
issued share capital of Benicassim, Kent Festival,
Finsbury Park, EP Events and SP Events
"Admission" the First Admission and the Second Admission
"AIM" the AIM market of the London Stock Exchange
"AIM Rules the AIM Rules for Companies issued by the London
Stock Exchange as amended from time to time
"Benicassim" Benicassim Limited, a company registered in
England and Wales with company number 05679084
"Board" or "Directors" the directors of the Company
"Business Days a day (excluding Saturdays, Sundays and public
holidays in England and Wales) on which clearing
banks generally open in London for transactions
of normal banking business
"City Code" the City Code on Takeovers and Mergers
"Company" or "Music Music Festivals plc, a company registered in
Festivals" England and Wales with company number 07389861
"Concert Party" Vince Power, Brigid Power Ryce, Patrick Power
Ryce, Maurice Power, Sharon Power and Jon Hale
"Connected Persons" has the meaning given by Section 839 Income
and Corporation Taxes Act 1988
"Consideration the EUR2,645,000 8 per cent. convertible loan
Convertible Loan notes 2016
Notes"
"Consideration the Ordinary Shares to be issued on completion
Shares" of the call options the Company has entered
into to acquire Benicassim, Kent Festival,
Finsbury Park, EP Events and SP Events
"Convertible Loan together, the Consideration Convertible Loan
Notes" or "CLNs" Notes and the Placing Convertible Loan Notes
"CREST" the computerised settlement system to facilitate
the transfer of title of shares in uncertificated
form, operated by CRESTCo Limited
"EIS" the Enterprise Investment Scheme and related
reliefs as detailed in Income Tax Act 2007,
Part V and in sections 150A to 150C and Schedule
5B and 5BA of the Taxation of Chargeable Gains
Act 1992 (as amended)
"Enlarged Issued the 14,689,641 Ordinary Shares in issue immediately
Share Capital" following Admission
"EP Events" EP Events Limited, a company registered in
England and Wales with company number 07483554
"Existing Ordinary the 500,001 Ordinary Shares in issue at the
Shares" date of this announcement
"FIB" Festival Internaticional de Benicassim
"Finsbury Park" Finsbury Park Events Limited, a company registered
in England and Wales with company number 07483471
"First Admission" the effective admission of the Existing Ordinary
Shares and the First Placing Shares to trading
on AIM, in accordance with the AIM Rules
"First Placing" the placing of the First Placing Shares and
GBP660,000 nominal of Placing Convertible Loan
Notes pursuant to the Placing Agreement
"First Placing the 3,787,412 Ordinary Shares to be issued
Shares" pursuant to the Placing Agreement
"Group" the Company and its subsidiary undertakings
after Admission and from time to time
"Kent Festival" Kent Festival Limited, a company registered
in England and Wales with company number 07196543
"London Stock Exchange" London Stock Exchange plc
"Merchant Securities" Merchant Securities Limited
"New Shares" the Placing Shares, the Consideration Shares
and the Ordinary Shares to be issued following
the conversion of the Pre-IPO Convertible Loan
Notes, all to be issued conditional on First
Admission or Second Admission, as relevant
"Ordinary Shares" ordinary shares of 10p per share in the Company
"Placing" the conditional placing of the Placing Shares
at the Placing Price and the Placing Convertible
Loan Notes pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 22 June 2011
between the Company, the Directors and Merchant
Securities
"Placing Convertible the GBP3,000,000 8 per cent. convertible loan
Loan Notes" notes 2016
"Placing Price" 65p per Placing Share
"Placing Shares" the 5,421,259 Ordinary Shares to be issued
by the Company pursuant to the Placing
"Pre-IPO Convertible the GBP250,000 convertible loan note issued
Loan Notes" on 6 December 2010
"Second Admission" the effective admission to trading on AIM of the
Second Placing Shares, the Consideration Shares and
the Ordinary Shares to be issued following the
conversion of the Pre-IPO Convertible Loan Notes
"Second Placing the 1,633,847 Ordinary Shares to be issued
Shares" pursuant to the Placing Agreement
"Shareholders" the holders of Ordinary Shares
"SP Events" SP Events Limited, a company registered in
England and Wales with company number 07489676
"UK" the United Kingdom
"VCT" a venture capital trust for the purposes of
Income Tax Act 2007, Part VI
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFRMRTMBTTBRB
Music Fes (LSE:MFP)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Music Fes (LSE:MFP)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024