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$43.0 million (approximately £24.3 million) acquisition of Search Engine Strategies

- 2 Aug 2005


Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia, Ireland or Japan.

2 August 2005

Incisive Media PLC "Incisive Media" or the "Company")

$43.0 million (approximately £24.3 million) acquisition of Search Engine Strategies ("SES") (the "Acquisition") and placing of 8,200,000 new ordinary shares (the "Vendor Placing") at 150 pence per new ordinary share

Trading update for the six months ended 30 June 2005

Incisive Media is a fast growing specialist business information provider operating in seven markets: retail investment, insurance, financial risk management, mortgage, capital markets/financial IT, private equity and photographic. The Company delivers key information to defined target audiences across a variety of platforms in print, through magazines; in person via conferences and exhibitions; and online through its various websites. Incisive Media's market leading brands include Investment Week, Post Magazine, Risk, UNQUOTE and Your Mortgage.

  • Incisive Media is acquiring the business and assets of SES for $43.0 million (approximately £24.3 million). SES is the premier international conference series on search engine marketing and optimisation and includes its related websites for marketing professionals, clickz.com and searchenginewatch.com. SES is being sold by Jupitermedia Corporation, a NASDAQ listed media company.

  • Incisive Media will issue 8,200,000 new ordinary shares by way of a vendor placing which will be placed with institutional investors at a price of 150 pence per share, raising £12.3 million (US$21.8 million). The balance of the consideration ($21.2 million) will be financed through increased debt facilities from Royal Bank of Scotland

  • The acquisition represents an opportunity to buy a leading conference and exhibition series in the rapidly growing global search engine marketing industry and should provide a strongly growing new global vertical market for Incisive Media

  • The Acquisition will allow Incisive Media to strengthen its footprint in the US and to roll-out the SES model across the territories in which the Company currently operates

  • The Board of Incisive Media believes that the Acquisition will be earnings enhancing in the first full year of ownership*

  • In addition Incisive Media is in exclusive discussions with Global Professional Media Limited (“GPM”) to acquire the approximately 80% interest in GPM not already owned by Incisive Media for a cash consideration of approximately £5.7 million. A further announcement will be made in due course

  • Trading for the current year remains in line with market expectations and the Directors are confident about the future growth prospects of the business

    • Tim Weller, Chief Executive of Incisive Media, commented: 'We are very excited about this deal which takes Incisive Media into what is possibly one of the most exciting marketing services niches that there is, “Search”. I believe Search has rapidly become the 'killer application' of the Internet, and is the main driver behind the growth in online advertising throughout the world. We consider that the SES conference series, supported by their websites, are the primary source of information on search engine marketing and optimisation issues.

    'SES has all the hallmarks we look for in our acquisitions: this is a high margin business with robust core earnings, and it is a market leader in a strong and rapidly growing global market niche.'

    For further information please contact:

    For the full press release click here >>

    Enquiries:

    For further information please contact:

    Tim Weller - Chief Executive
    Incisive Media PLC
    +44 (0) 20 7484 9970
    tim.weller@incisivemedia.com
    www.incisivemedia.com

    Anthony Payne
    Peregrine Communications
    +44 (0) 20 7484 9983
    +44 (0) 7930 643 983
    anthony.payne@peregrinecommunications.co.uk

    Keith Anderson
    Rupert Krefting
    Investec
    +44 (0) 20 7597 5970

    Investec Investment Banking ("Investec"), a division of Investec Bank (UK) Limited which is authorised and regulated by the Financial Services Authority, is acting for Incisive Media in connection with the Vendor Placing and is not acting for any person other than Incisive Media and will not be responsible to any person other than Incisive Media for providing the protections afforded to its customers or for providing advice to any other person in connection with the Vendor Placing.

    * This statement should not be taken to mean that the future EPS of Incisive Media will necessarily match or exceed the historical reported EPS of Incisive Media and no forecast is intended or implied.