TIDMADF
RNS Number : 1713I
Facilities by ADF plc
01 December 2022
1 December 2022
Facilities by ADF plc
("Facilities by ADF", "ADF", the "Company" or the "Group")
Acquisition of Location One Limited
Complementary services create an expanded Group offering as
investment in the UK Film and TV industry continues to
accelerate
Facilities by ADF, the leading provider of premium serviced
production facilities to the UK film and high-end television
industry ("HETV"), today announces the acquisition of Location One
Limited ("Location One") ("the Acquisition"), the UK's largest
integrated TV and film location service and equipment hire company.
The Facilities by ADF and Location One businesses are well known to
each other, with a successful history of working together on a wide
variety of productions since Location One's conception.
Highlights
-- Acquisition of integrated equipment hire company providing
complementary services to that of ADF, having worked together since
2008.
-- Location One customer base includes Amazon Studios, Netflix, Warner Brothers and the BBC.
-- Moves ADF towards becoming a one-stop-shop to the UK TV and HETV industry.
-- Initial consideration of GBP4. 43 million paid in cash alongside issue of 3,407,419 new ADF ordinary shares, subject to lock-in agreements.
-- Additional contingent earn out consideration of up to GBP2.66
million, payable in cash instalments subject to business
performance thresholds over a 36-month period.
-- Acquisition to be immediately earnings accretive.
Location One
Location One is an integrated TV and film location service and
equipment hire company supporting location and production companies
across the UK with its high-quality equipment and customer service
levels. Location One's offering includes generators, water bowsers,
lighting equipment, environmentally friendly battery-stores/other
renewable solutions and other capital light consumables, all highly
complementary additional products to the Group's existing premium
serviced production facility offering.
Having embarked on a journey to net-zero (currently
carbon-neutral), Location One leads its market with the ECOPOD
recycling solution, waste-water treatment, battery & hybrid
tower- lights and battery-store technology. Like Facilities by ADF,
Location One is an approved albert supplier (as well as being an
Event Partner).
Founded in 2008, headquartered in Barking and with locations in
London, Surrey, Bristol, Newport, Manchester and Newcastle,
Location One and its team of 80 employees service a customer base
that includes organisations such as Amazon Studios, Netflix, Warner
Brothers and the BBC.
Productions that Facilities by ADF and Location One have worked
on together include: The Crown, Top Boy, Lazarus, Becoming
Elizabeth, Embankment, My Lady Jane, and The Gentleman.
For the year ended 30 September 2022, Location One generated
unaudited revenues of GBP9.24 m illion and an adjusted EBITDA of
GBP2.08 million . The Acquisition is expected to be immediately
earnings accretive. Location One's talented executive management,
led by founder and MD Crispin Hardy, and other employees will be
joining the Group.
Strategic Rationale
The Acquisition brings highly complementary services to ADF
which will provide cross selling opportunities to the enlarged
Group, as well as delivering efficiencies through central services.
The Board believes that this is a significant step in becoming the
premium one-stop-shop for film and high-end TV (HETV).
Consideration
Total consideration for the acquisition is GBP8.86 million, with
50 per cent. of the consideration payable in cash on completion, 30
per cent. payable in cash equally over three years, subject to
EBITDA performance conditions, and 20 per cent. payable in ADF
ordinary shares and subject to a 12 -month lock in . The cash
consideration will be funded from ADF's existing cash resources.
The acquisition is expected to be immediately earnings
accretive.
Commenting, Marsden Proctor, CEO, said:
"Facilities by ADF has worked with and admired Crispin and his
team at Location One for many years as we have a long and excellent
track record of working together on productions across the UK. With
both businesses committed to providing high-quality equipment and
customer service levels, along with having similar cultural values
and impressive sustainability credentials, we are particularly
excited by the strategic fit of the two organisations.
"This acquisition will enable us to provide the very best
services the industry has to offer under one roof, as the UK
continues to experience an increasing influx of inward investment
and production and as we see the demand for content reaching record
levels. It is yet another example of our commitment to accelerating
growth since IPO and a reflection of the hard work across all teams
at ADF. We see great opportunity for this acquisition and look
forward to working with the Location One team to continue to build
on this momentum."
Crispin Hardy, founder and CEO of Location One, commented:
"By joining forces with Facilities by ADF, we will be capable of
bringing a compelling and expanded offering to the UK film and
production industry at a time when demand for our products is at an
all-time high. We are excited to continue building on our
longstanding relationship with Mars and his team and aligning
ourselves with a well-financed company to explore and accelerate
growth opportunities moving forward - particularly in the
environmental space where there is huge opportunity."
Admission of Consideration Shares
3,407,419 new ordinary shares (the "Consideration Shares") are
to be issued as part of the transaction with application to be made
to trading on the AIM market of the London Stock Exchange
("Admission"). The Consideration Shares will rank pari passu with
the Company's existing ordinary shares. It is expected that
Admission of the Consideration Shares will become effective and
that dealings will commence at 8.00 a.m. on 6 December 2022.
Following Admission, the Company will have 79,407,419 ordinary
shares in issue with each ordinary share carrying the right to one
vote. The above figure may be used by shareholders in the Company
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, the share capital of the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
For further enquiries:
Facilities by ADF plc via Alma PR
Marsden Proctor, Chief Executive Officer
Neil Evans, Chief Financial Officer
John Richards, Chairman
Cenkos (Nominated Adviser and Broker) Tel: +44 (0)20 7397
Ben Jeynes / Max Gould / George Lawson - 8900
Corporate Finance
Alex Pollen - Sales
Alma PR (Financial PR) Tel: +44 (0)20 3405
Josh Royston 0205
Hannah Campbell facilitiesbyadf@almapr.co.uk
Stephen Samuel
OVERVIEW OF FACILITIES BY ADF
ADF's production fleet is made up of premium mobile make-up,
costume and artiste trailers, production offices, mobile bathrooms
(known as honey wagons), diners, school rooms and technical
vehicles. The Group provides these production facilities and
additional services after a planning process with the customer held
well in advance of filming. In servicing productions, ADF staff are
available on site and each production is allocated an account
manager who acts as a single lead point of contact during
filming.
The Group serves customers in an industry that has experienced
significant growth in recent years, with additional demand driven
by a material rise in the consumption of film and HETV content via
streaming platforms such as Netflix, Disney and Amazon Prime. The
UK film and TV industry has directly benefited during this growth
due to the quality of its production facilities and studios, highly
skilled domestic workforce, geography, accessibility to Europe,
English language environment and strong governmental support. Major
US streaming companies have now set up permanent bases in the UK,
with the UK now Netflix's third largest operation after the USA and
Canada.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQFDLESSEESESF
(END) Dow Jones Newswires
December 01, 2022 02:00 ET (07:00 GMT)
Facilities By Adf (LSE:ADF)
Historical Stock Chart
From Jun 2024 to Jul 2024
Facilities By Adf (LSE:ADF)
Historical Stock Chart
From Jul 2023 to Jul 2024
