CentralNic Group proposed acquisition of VGL Verlagsgesellschaft mbH

CentralNic Group

CentralNic Group plc (LON:CNIC), the global internet platform company that derives recurring revenues selling online presence and marketing services, has announced that it has agreed terms to acquire the entire issued share capital of a leading online marketing business VGL Verlagsgesellschaft mbH, Berlin, Germany and its subsidiaries from its current shareholders. VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital. The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised.

The Company today also announces its intention to conduct a placing of new ordinary shares of £0.001 each in the capital of the Company to institutional investors. The Placing is being undertaken at a fixed price of 120 pence per share and is expected to raise up to £42 million (before expenses).

The Placing is being conducted through an accelerated bookbuilding process which will be launched immediately following the release of this announcement. Zeus Capital Limited and Joh. Berenberg, Gossler & Co. KG are each acting as the Company’s joint bookrunners in connection with the Placing. No element of the Placing is being underwritten.

In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for an aggregate of up to 2,500,000 new Ordinary Shares through an open offer at the Issue Price to raise up to £3 million (before expenses).

The Company is also carrying out an issue of additional senior secured callable bonds for a nominal value of EUR 21 million under its existing senior secured bond, listed on Oslo Børs, at a price of 100.8% of par value. The Bond Issue is being subscribed for by Macquarie Principal Finance Pty Ltd, UK Branch, on the same terms and conditions as CentralNic’s existing bond issue.

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, with such announcement and its Appendices together being this “Announcement”).

Acquisition highlights:

·    Acquisition of VGL, a leading online marketing business used by the world’s leading German e-commerce companies to acquire customers via high quality content websites and using media buying technology.

·    VGL provides comparisons for 150k+ product listings, which attract more than a quarter of a billion website visits helping undecided online shoppers make the best purchase decisions in a convenient, transparent and trustworthy way.

·    VGL is being acquired for an enterprise value of EUR 60 million, with initial consideration of EUR 67 million (approx. US$75 million), payable in cash on completion, inclusive of customary adjustments for cash and working capital.

·    The Company will fund the Acquisition from the proceeds of the Placing and the Bond Issue in addition to its existing cash reserves.

·    VGL generated US$55.3 million of revenue (unaudited) and US$10.9 million of Adjusted EBITDA (unaudited) in the 12 months to 31 December 2021.

·    The Acquisition increases the Group’s unaudited pro forma revenue and EBITDA to US$470.5 million and US$57.9 million respectively for the financial year ended 31 December 2021*.

·    An earn out arrangement has also been agreed, under which additional consideration of up to EUR 38 million may be paid over the next three years if the growth of VGL materially exceeds expectations. In the event that amounts become due under the earn out arrangement, these are expected to be funded by the incremental operating cash flow generated by VGL.

·    VGL is expected to grow at least in line with the latest market expectations for CentralNic Group as a whole. **

Strategic and financial rationale for the Acquisition:

·    Additional scale and capabilities added to CentralNic’s Online Marketing division, contributing traffic-generating websites, content expertise and new partner relationships to enhance the Group’s AI-driven business, which delivered 65% organic growth in 2021.

·    Benefits to the enlarged Group from the offline to online commerce shift by partnering with sizeable, strongly growing e-commerce platforms.

·    Reduces revenue concentration with Google by adding large-scale monetisation partners that could buy traffic.

·    CentralNic’s existing customer and traffic acquisition capabilities could be leveraged to increase VGL’s margins.

·    Provides significant growth and cost synergy opportunities, including inter alia:

o  leveraging CentralNic’s global footprint to facilitate VGL’s international expansion;

o  expanding VGL’s platform by offering growth into new products and verticals;

o  benefitting from CentralNic’s media buying capabilities to lower VGL’s cost of traffic acquisition;

o  utilising CentralNic’s domain name network that matches relevant product terms, to build product specific websites; and

o  joint procurement and shared resources with CentralNic.

·    The Acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised. Full consolidation is expected as of Q2 2022.

·    Post-acquisition leverage will reduce from 1.6x to 1.5x pro-forma EBITDA (FY21), from where it will diminish to around 1x by the end of the year.

* Based on the analysis within the Group’s full year results statement announced on 28 February 2022 and the unaudited IFRS adjusted accounts of VGL for FY21

** Current consensus indicates a FY21-FY23 CAGR of 10% for revenue and 10% for EBITDA

Fundraising highlights:

·    Placing to raise up to £42 million (before expenses) through the issue of up to 35,000,000 Placing Shares.

·    Placing Shares are to be placed at 120 pence per Placing Share.

·    The Issue Price represents a discount of approximately 10% to the closing mid-market share price per Ordinary Share on 25 February 2022, being the last practicable date prior to the publication of this Announcement.

·    In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 2,500,000 Open Offer Shares, to raise up to £3 million (before expenses), on the basis of 1 Open Offer Share for every 100.46403360 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

·    Zeus and Berenberg are acting as the Company’s joint bookrunners. Neither the Placing nor the Open Offer is being underwritten.

Appointment of Joint Broker:

The Company is also pleased to announce it has appointed Joh. Berenberg, Gossler & Co. KG, London Branch as the Company’s Joint Broker with immediate effect.

Ben Crawford, CEO of CentralNic, said:

“The acquisition of VGL is a natural extension of CentralNic’s online marketing business and a major step in adding content-based marketing solutions to its comprehensive suite of services. Millions of customers rely on the value-added content provided by VGL to make informed decisions when purchasing online, leading the world’s foremost e-commerce companies to use VGL for customer acquisition.”

Valentin Dushe, co-founder of VGL, said: 

“We are very pleased to welcome CentralNic as our new shareholder and partner. CentralNic is a highly experienced player in the market as well as the perfect fit for VGL Group, and will support us in executing our envisaged growth strategy on both a national and an international level. We share the same vision and values and strongly believe that not only our users, but also the Company itself stand to significantly benefit from this new partnership.”

Details of the Acquisition:

·    The Company is effecting the Acquisition via CentralNic Holding GmbH (the “Buyer”), a wholly owned subsidiary of the Company.  The Buyer will enter into a share purchase agreement (“the Acquisition Agreement”) with the sellers of VGL comprising Dushe Beteiligungsgesellschaft mbH, Somerset Ventures GmbH, Mr. Alexander Schneider and Mr. Kenny Schmahl (each a “Seller” and together the “Sellers”).

·    The Acquisition Agreement provides that the Buyer will pay an initial consideration to the Sellers of EUR 67 million (approx. US$75 million), payable in cash on completion of the Acquisition subject to customary adjustments for cash, debt and working capital following the determination of financial statements post-completion of the Acquisition. The consideration for the Acquisition will be funded via the net proceeds of the Placing and the Bond Issue together with utilising the existing cash reserves of the Group.

·    The Buyer may pay additional consideration of up to EUR 38 million to the Sellers in connection with the Acquisition over the next three years following completion if the growth of VGL materially exceeds the expectations and earn-out targets set out in the Acquisition Agreement.

·    Save in relation to the Sellers subscribing for additional shares in VGL and such increase in share capital being registered by the German commercial trade registry (which is a formality under applicable German company law) and the exercise of an option to purchase domain names between a Seller and a group member of VGL, in each case, to be carried out prior to completion, the Acquisition Agreement does not include any conditions nor does completion of the Acquisition require the sanction and/or approval of any third party. Whilst the Acquisition Agreement is in agreed form and has been entered into by the Sellers, the Acquisition Agreement has not been entered into by the Buyer and, therefore, there is currently no legal obligation on the Buyer to buy VGL. The Company has granted an undertaking in favour of the Bookrunners in the Placing Agreement to procure that the Buyer enters into the Acquisition Agreement as soon as reasonably practicable following the completion of the Bookbuild and the entry by the Buyer into the Acquisition Agreement is expected to be announced together with the results of the Bookbuild. The Sellers will be only entitled to rescind the Acquisition Agreement following execution thereof if the Buyer does not pay the consideration on completion in accordance with the terms of the Acquisition Agreement. 

·    The Acquisition will complete within five Business Days of the closing conditions, as set out above, being satisfied.  Placees (as defined below) should note that there will be a short period of time between subscribing for, and Admission (as defined below) of, the Placing Shares on 2 March 2022 and the completion of the Acquisition. Given that, upon signing the Acquisition Agreement, completion of the Acquisition will be entirely under the control of the Buyer and the Sellers, the Company does not foresee any risks in Admission of the Placing Shares occurring and the Acquisition not subsequently completing.

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Details of the Fundraising:

·    The Company announces a proposed placing of the Placing Shares with existing and new institutional investors (“Placees”), to raise gross proceeds via the Placing of up to £42 million to part-fund the Acquisition and associated costs.

·    The Placing is being conducted through the Bookbuild which will commence immediately following this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

·    Zeus and Berenberg are acting as Joint Bookrunners in connection with the Placing in accordance with the Placing Agreement and the terms and conditions set out in the Appendix. The Placing is not being underwritten by the Joint Bookrunners.

·    The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of Placing Shares shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company. The Company and the Joint Bookrunners reserve the right to issue and sell a greater or lesser number of shares through the Placing.

·    Pursuant to the terms of the Placing Agreement the Company has irrevocably undertaken to procure the Buyer to enter into the Acquisition Agreement following completion of the Bookbuild.

·    The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

·    The Company intends to issue the Placing Shares by way of a non pre-emptive cashbox placing. This structure has been chosen as it minimises time to completion, which was critical to ensuring the Company was the preferred buyer and to secure the Acquisition. The Board has also chosen to launch the Open Offer to enable any current shareholder to participate in the Fundraising, should they not be able to participate in the accelerated bookbuild.

·    The Company and Zeus have agreed to subscribe for ordinary shares in Project Billboard Funding Limited (“JerseyCo”). The funds received from Placees taking up Placing Shares will be paid to an account with Zeus. Zeus (acting as principal) will apply the net proceeds of the Placing in such account to subscribe for redeemable preference shares in JerseyCo.

·    The Company will allot and issue the Placing Shares to those persons entitled to them in consideration for Zeus transferring its holdings of ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash consideration for the issue of Placing Shares, following completion of the Placing, the Company will own the entire issued share capital of JerseyCo, whose principal assets will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. The Company will then be able to access those funds by redeeming the redeemable preference shares it holds in JerseyCo, or, alternatively, during any interim period before redemption, by procuring that JerseyCo lends the amount to the Company.

·    Accordingly, by taking up or purchasing Placing Shares under the Placing and submitting a valid payment in respect thereof, a Placee instructs Zeus to hold such payment on behalf of Zeus and: (i) to the extent of a successful application under the Placing, to apply such payment on behalf of Zeus solely for Zeus to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Placing, to return the relevant payment without interest to the applicant.

·    Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission”).

·    Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 2 March 2022.

·    CentralNic expects to issue additional senior secured callable bonds for a nominal value of EUR 21 million under its existing senior secured bond  The Bond Issue is being underwritten by Macquarie Principal Finance Pty Ltd, UK Branch, on the same terms and conditions as CentralNic’s existing bond issue. The proceeds of the Bond Issue will be partly used to fund the Acquisition.

UNAUDITED PRELIMINARY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021

The company also provided today its unaudited preliminary accounts for the financial year ended 31 December 2021. The audited annual report and accounts for 2021 will be published in early April 2022. Both revenue and Adjusted EBITDA have increased year-on-year, driven by a combination of acquisitions and underlying organic growth.

Financial summary:

·       Revenue increased by 71% to USD 410.5m (FY2020: USD 240.0m)

·       Organic revenue increased by 39% (FY2020: 9%)

·       Net revenue (gross profit) increased by 58% to USD 118.5m (FY2020: USD 75.1m)

·       Adjusted EBITDA* increased by 57% to USD 46.3m (FY2020: USD 29.4m) resulting in a margin of 11.3% on gross revenue and 39.0% on net revenue, i.e. excluding passthrough expenses such as registry fees and revenue shares

·       Operating profit of USD 12.4m (FY2020: operating loss of USD 2.1m)

·       Profit before tax of USD 1.6m (FY2020: loss before tax of USD 11.8m)

·       Net debt** down to USD 75.0m (gross interest bearing debt of USD 131.1m, cash of USD 56.1m) as compared to USD 85.0m in FY2020  – despite four acquisitions for a combined USD 18.3m in the year, and the settlement of combined deferred consideration of USD 1.7m

·       Adjusted cash conversion ratio of 116% (FY2020: 120%)

·       Adjusted EPS for the year increased by 18% to USD 11.80 cents (FY2020: USD 9.96 cents)

Financial highlights:

·      Non-recurring revenue products contributed less than 1% of our total revenue

·      Successful bond tap issue of EUR 15m at 104.5% of nominal value, implying a yield to maturity of sub 5%

·      Acquisition of SafeBrands (Online Presence segment) in January 2021, Wando Internet Solutions (Online Marketing segment) in February 2021, White & Case Ltd (Online Marketing segment) in November 2021 and NameAction (Online Presence segment) in December 2021

·      Final and interim deferred consideration payments made for Team Internet (Online Marketing segment) and SafeBrands (Online Presence segment) respectively

·      Currency exposure on the EUR 105m bond has been hedged at a locked-in average EUR/USD rate of 1.1891, 3.3% below the prior year balance sheet date

Operational highlights:          

·      Very strong traction for the Group’s privacy-safe online marketing technologies in the context of privacy-conscious policies of Big Tech

·      Significant investment in new management, staff and systems accelerated organic growth to record levels and positions the Group well for continued growth

·      New Data and AI group established to improve growth and profitability, enhance customer service, optimise business operations and decision making, enhance marketing, reduce customer churn, and automate detection of non-compliant customer activity

·      Appointment of Carsten Sjoerup in the new role of Chief Technology & Product Officer to lead the integration of technology and product teams across all brands, with a focus on technical expertise and new product launches

·      Experienced non-executive directors added to the board

·      New customer wins for the Registry business include JISC and Dot London

Post year-end highlights:

·      Exceptionally strong start into the year augurs well for financial year 2022

·      Acquisition of Fireball GmbH and the .ruhr TLD in February 2022 for a total of c.USD 0.7m

Outlook:

·      The record organic growth in 2021 as the world started to come out of lockdown demonstrates the success of the Company’s strategy of investing during the pandemic

·      The Company’s market consolidation strategy continues, with acquisition opportunities being continually evaluated in a large, global and fragmented market

·      The Group is consolidating the carefully curated assets into its marketplace model for online presence and online marketing services which facilitates to develop network effects among the highly complementary businesses it has acquired

·      The Company is pleased to announce that the strong growth experienced during 2021 has continued into 2022 to date

·      The year-on-year revenue growth experienced during Q1 to date, which has been driven largely by the performance of the Online Marketing segment, is materially ahead of the revenue growth rates implied by analyst consensus expectations for the full year to 31 December 2022

·      Given the early stage of the current financial year and given the uncertainty implied by the geopolitical situation, the Directors have yet to fully ascertain the expected impact on full year performance; they however reconfirm their opinion that it should be at least at or above the high end of the latest range of analyst expectations***

Ben Crawford, CEO of CentralNic, commented: “CentralNic has enjoyed a very strong 2021 across both our online presence subscription products and our privacy-safe online marketing solutions – achieving record organic growth of 39% for the year. Significant investment in human resources, restructuring and market-leading products has contributed to the Group having revised its performance expectations for 2021 upwards repeatedly over the course of the year.

“A virtually pure play recurring revenue business with cash conversion of over 100%, CentralNic continues to improve its cash position, interest coverage and net debt to EBITDA ratio as it grows. As our investment levels plateau moving forward, we expect future periods to benefit from increasing operational leverage. 

“These robust results reflect CentralNic’s continued success in sourcing, completing and integrating transformative acquisitions, integrating them into marketplaces enjoying network effects, and driving organic growth.  The pipeline of future acquisition targets remains strong and we are confident in continuing our trajectory towards joining the ranks of the global leaders in our industry.”

* Subsidiary and associate earnings before interest, tax, depreciation, amortisation, non-cash charges and non-core operating expenses

** Includes gross cash, debt and prepaid finance costs

*** Analyst expectations of revenue and adjusted EBITDA for the financial year ending 31 Dec 2022 currently range from USD 420.2m to USD 469.2m and USD 48.0m to USD 51.3m respectively.

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CentralNic Group Plc

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