RDF Media Group plc acquisition of The Comedy Unit Limited
31st August, 2006
RDF, the AIM listed television producer and content distributor, is pleased to
announce that it has reached agreement to acquire the entire issued share
capital of The Comedy Unit Limited ("The Comedy Unit") for initial consideration
of £6.5 million, £4.0 million of which will be payable in cash and £2.5m in RDF
shares. Deferred consideration of up to a maximum of £4.5 million, and dependent
upon the performance of The Comedy Unit up to 31 January 2008, will be payable
in cash and RDF shares or loan notes.
The Comedy Unit was established by April Chamberlain and Colin Gilbert in 1995
following successful careers at BBC Scotland. Whilst at the BBC, Colin Gilbert
produced a number of shows including Naked Video and Rab C Nesbitt, the last
three series of which were produced by The Comedy Unit for the BBC. Since then
the company has produced a broad range of comedy content including Still Game, a
spin off from sketch show Chewin' the Fat. Still Game, originally commissioned
by BBC Scotland, has aired nationally on BBC2 for its fourth and fifth series
and was recently commissioned by the network for a sixth series.
The Comedy Unit is a regional independent producer based in Glasgow and employs
about 20 people, of whom approximately half work in development and script
editing. This team has been brought together over a number of years and works
closely with writers and comedians to develop new ideas. A significant
proportion of The Comedy Unit's net profits are derived from DVD sales and other
rights exploitation. The company has recently won three new pilots for the BBC
and Channel 4.
The deferred consideration will be payable in cash and shares or loan notes (the
latter at the discretion of RDF) and will become payable following the agreement
of The Comedy Unit audited accounts for the 10 month period ending 31 January
2007 and the year ending 31 January 2008. In the year ended 31 March 2006, The
Comedy Unit generated turnover of £5.4 million and profit before tax of
£773,000. Net assets were £647,000 at that date.
Application has been made for the 1,228,502 ordinary shares of 1 pence each in
the Group to be admitted to listing on the London Stock Exchange's AIM market.
It is expected that dealings will commence on 5 September 2006. Following
admission of these shares to listing, RDF will have 37,811,021 ordinary shares
in issue and admitted to listing. The cash consideration will be met from the
Group's existing facilities.
April Chamberlain, Joint Managing Director of The Comedy Unit commented, "We
have been working closely with the rights exploitation division of RDF for some
time and this has allowed our relationship with the wider RDF management team to
develop. We believe that by combining forces with RDF we will be better
positioned than ever to pitch the undoubted talents of our creative team to
broadcasters in the UK and internationally."
David Frank, RDF Chief Executive said, "This acquisition moves RDF into the
comedy genre with one of the most talented and best managed businesses in the
sector. We are very excited about the potential for us to work together to build
The Comedy Unit further. This deal, which further enhances RDF's production
presence in Scotland, demonstrates our commitment to enhance shareholder value
by focusing on the creation of high quality, multi-genre content for
exploitation worldwide."
For further information, please contact:
| David Frank | Jonathan Slow | | Chief Executive | Corporate Development Director | | | | | RDF Media Group plc | RDF Media Group plc | | Tel: 020 7013 4440 | Tel: 020 7013 4335 | | | | | Alice Robertson | | | Group Head of Press & Marketing | | | RDF Media Group plc | | | Tel: 020 7013 4368 | |
Notes to editors:
RDF Media Group plc
Since 1993, RDF has developed, produced and distributed a range of outstanding
programming in entertainment, factual entertainment, features and drama. RDF
has been one of the UK's fastest growing companies appearing in The Sunday Times
Virgin Atlantic Fast Track top 100 in 2001, 2002, and 2003 and The Sunday Times
PricewaterhouseCoopers Profit Track top 100 in 2005. The company was
successfully listed at 144p on the London AIM market in May 2005.
Through its group members RDF Television, RDF Rights, RDF USA, IWC Media,
Touchpaper Television, Presentable, Radar TV & Foundation the RDF Group makes
television programmes for all the UK terrestrial broadcasters, a number of
secondary UK channels as well as several US Network and cable broadcasters. It
also sells programmes and formats to broadcasters worldwide and exploits
secondary rights such as DVDs and merchandising through RDF Rights.
Key shows include: Wife Swap - Channel Four/ ABC (US); Holiday Showdown - ITV1/
ABC (US); Location, Location, Location and Relocation, Relocation - Channel 4;
The Basil Brush Show - CBBC; Rock School - Channel 4/VH1 (US); Ian Wright's
Supersize Kids (Channel 4/ABC (US); Ladette to Lady - ITV1; Scrapheap Challenge
- Channel Four; Harlot's Progress - Channel 4; Shipwrecked: Battle of the
Islands - Channel Four; The Red Arrows (BBC1) & The Queen's Castle - BBC1.
RDF has won numerous awards for its programming including a number of BAFTAs,
RTS awards, the Rose d'Or at Montreux and an International Emmy. In 2003, 2004
and 2005 RDF was voted the most respected and admired independent producer by
its peers and won Broadcast's Best Independent Production Company award in 2002,
2004 and 2006. RDF is the only indie to win this award more than once. IWC Media
won the award in 2003.
RDF Rights is the vehicle through which the group exploits the rights it creates
in its programmes. RDF Rights also acts as agent on behalf of over 50 third
party independent producers. Since the Communications Act 2003, independent
producers in the UK have owned and controlled most of the secondary rights in
their programmes made for terrestrial broadcasters.
RDF has offices in London, Glasgow, Bristol, Cardiff, Maidstone, New York and
Los Angeles and the group employs about 600 people.
In the year to 31 January 2006, group sales were £59.5m and adjusted pre-tax
profits were £5.4m.
Recent history:
| May 2005 | RDF floats on AIM with a market capitalisation of £48m | | | | | August 2005 | RDF acquires drama producer, Touchpaper Television | | | | | December 2005 | RDF acquires Scotland's largest independent producer, IWC Media | | | | | December 2005 | RDF acquires control of specialist entertainment producer Radar TV | | | | | January 2006 | RDF hires Nigel Pickard (former Director of Programmes ITV) as Director of Family Entertainment | | | | | February 2006 | RDF hires Chris Coelen, former head of Alternative TV at United Talent Agency, as CEO of Pangea Management Group and RDF's US operations | | | | | April 2006 | RDF acquires Welsh independent production company, Presentable | | | | | August 2006 | RDF acquires specialist children's producer, Foundation. |
|