Huntsworth plc is a world-class global public relations and integrated healthcare communications group operating from 73 principal offices in 31 countries.

Strategically aligned under four principal consultancy brands: Citigate, the leading financial brand; Grayling, the world’s second largest independent consultancy; Huntsworth Health, integrated healthcare communications specialists and Red, one of the leading multi-specialist public relations consultancies; we are now successfully positioned for accelerated growth.

Interim results

Highlights

·
Strong growth in profits. Headline1 profit before tax up 9% to £11.0m (H1 2017: £10.0m)
·
Strong growth in Healthcare from Medical and Immersive divisions
·
Acquisition of two agencies in the Marketing division adding key additional capabilities

o
AboveNation Media LLC
o
Giant Creative Strategy LLC acquired post-period end

·
Interim dividend increased by 27% to 0.7p (H1 2017: 0.55p)

Proposed acquisition of Navience Healthcare
RNS
RNS Number : 2335C
Huntsworth PLC
27 September 2018


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.


27 September 2018

Huntsworth plc
("Huntsworth" or the "Company" or the "Group")

Proposed acquisition of Navience Healthcare Solutions LLC for an initial cash consideration of $24m and proposed placing to raise approximately £18m

Huntsworth plc, the healthcare and communications group, today announces it has entered into a conditional agreement to acquire 80% of Navience Healthcare Solutions LLC ("Navience"), an independent payer advisory and marketing agency, for an initial cash consideration of $24m (the "Initial Consideration"). It is intended that the Initial Consideration will be funded by a placing of new ordinary shares in the capital of the Company (the "Placing"), to raise approximately £18m, with any proceeds in excess of the Initial Consideration to be used to pay expenses relating to the acquisition and the Placing.

Transaction highlights

Navience is a payer advisory and marketing agency, based in Princeton, New Jersey, in the US. Navience operates in the fast-growing payer marketing segment by helping its clients develop and execute a market access and pricing strategy for their products. Its client base is predominantly big-cap pharmaceutical companies.

Navience is wholly owned by its founder, John Shamsey, who will remain with the business.
The consideration for 80% of the equity of Navience consists of an initial cash consideration on closing of $24m, subject to adjustment for working capital, together with deferred consideration based on a multiple of earnings for the two years ending 31 December 2019, which is subject to a cap of $40m. The remaining 20% of Navience's equity will be subject to put and call rights that are exercisable in May of each calendar year commencing in 2022 (the "Put and Call"). The value of the 20% of Navience's equity that is subject to the Put and Call will be determined based on a multiple of Navience's earnings over the two calendar years that precede the exercise of the Put and Call. Huntsworth is entitled to settle any deferred consideration and any consideration due under the Put and Call either in cash, by the issue of ordinary shares in the Company ("Shares") or by a mixture of cash and the issue of Shares. The maximum aggregate consideration (excluding any adjustment to the initial consideration for working capital) payable by Huntsworth for 100% of the equity of Navience will be capped at $94m.

In 2017, Navience delivered revenues of $6.4m (2016: $3.0m) and adjusted EBITDA (before vendor remuneration) of $3.8m (2016: $0.9m). The strong margins are a result of its consulting-type work, combined with fixed fees that allow for efficiencies within the fee structure. The Directors believe the combined offering will allow the Marketing group to access larger, broader and more international assignments.

The Group expects the acquisition to be accretive to the Group's earnings in the next financial year. Navience's gross assets were $2.5m as at 31 December 2017.

Rationale for the Placing and use of proceeds
Huntsworth plc announces its intention to undertake a placing of new ordinary shares in the capital of the Company (the "Placing Shares"). The Placing is intended to raise gross proceeds of approximately £18m (before expenses).

The Placing is being undertaken to fund the Initial Consideration, as detailed above. The Company intends to use any proceeds of the Placing that are in excess of the Initial Consideration to pay expenses related to the acquisition and the Placing. The placing will allow the Group to maintain its conservative gearing policy. Management expect leverage to be below 2.0x as at 31 December 2018. [1]

The acquisition is expected to be completed on or around 3 October 2018, conditional upon, amongst other factors, completion of the Placing. In the event that the Company defaults in completing the acquisition, the Company will be liable to pay a break fee of $1m.
Details of the Placing

Numis Securities Limited ("Numis") and Dowgate Capital Stockbrokers Limited ("Dowgate") are acting as joint bookrunners ("Joint Bookrunners") in connection with the Placing.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Joint Bookrunners will today commence a bookbuilding process in respect of the Placing (the "Bookbuilding Process"). The price per ordinary share at which the Placing Shares are to be placed (the "Placing Price"), and the number of Placing Shares to be issued, will be decided at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The maximum number of Placing Shares will not exceed 33,017,000, being the maximum number of ordinary shares for which the applicable disapplication authorities were granted at the Annual General Meeting held on 24 May 2018.

Application has been made for the Placing Shares to be admitted to the Official List maintained by the UK Listing Authority and to be admitted to trading by the London Stock Exchange plc on its market for listed securities (together, "Admission"). Admission is expected to take place on or before 8.00 a.m. on 2 October 2018 and settlement for the Placing Shares is expected to take place on the same date. The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the Appendix.

Current trading
On 24 July 2018, the Group announced its interim results for the six months ended 30 June 2018. The Board confirmed it expects to see a good performance across the Group in the second half of the year, which has been enhanced by the acquisition of Giant Creative Strategy LLC in July and will be further enhanced by the first-time inclusion of Navience. The Board remains confident in the full year outcome and the longer-term prospects of the Group.
Commenting on the acquisition, Paul Taaffe, Huntsworth CEO, said:

"We are delighted to welcome Navience into Huntsworth. As one of the leading specialists in the fast growing area of payer marketing, Navience meets a healthcare marketing need especially for drugs in the run up to launch.
This expansion of Huntsworth Healthcare Marketing's offering to include leading agencies in the healthcare industry, direct to consumer and now payer marketing, along with media consultancy and public relations, makes the Group an even more compelling alternative to the traditional holding company networks."
The statement regarding management's views as to the accretive nature of this transaction is not a profit forecast and should not be interpreted to mean that the Group's earnings per share will necessarily match or exceed the historic earnings of the Group.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Huntsworth plc - www.huntsworth.com
www.evokehealth.com
www.giantagency.com

Results of placing
RNS
RNS Number : 2528C
Huntsworth PLC
28 September 2018


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

28 September 2018

Huntsworth plc
("Huntsworth" or the "Company" or the "Group")

Results of placing

Huntsworth plc, the healthcare and communications group, is pleased to announce the results of the placing launched yesterday, 27 September 2018.

A total of 16,560,604 new ordinary shares in the capital of the Company of 1 pence each (the "Placing Shares") have been placed by Numis Securities Limited ("Numis") and Dowgate Capital Stockbrokers Limited ("Dowgate") (together, the "Joint Bookrunners") at a price of 109.5 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £18.1 million (£17.6m net of expenses).

The Placing Shares represent 5.0% of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of approximately 3.5% to the closing price of 113.5 pence on 27 September 2018.

In relation to the above, applications have been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission") and Admission is expected to take place at 8.00 a.m. on 2 October 2018.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, following this issue, the Company's issued share capital consists of 349,459,361 ordinary shares of 1 pence each. The Company currently holds 1,686,681 ordinary shares in treasury. Therefore, the total number of issued shares with voting rights in the Company is currently 347,772,680.

The figure of 347,772,680 ordinary shares should be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Related Party Participation
Canaccord Genuity Group Inc ("Canaccord") is a substantial shareholder for the purposes of chapter 11 of the Listing Rules. They are therefore considered to be a related party for the purposes of chapter 11 of the Listing Rules. Canaccord have committed to subscribe for 4,000,000 Placing Shares in the Placing, equating to £4,380,000. Under Listing Rule 11.1.10 R, the participation in the Placing by Canaccord constitutes a "smaller" related party transaction and as such does not require the approval of independent ordinary shareholders of the Company. The Transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

Huntsworth plc - www.huntsworth.com

11:30 27/11/2018
Broker Forecast - Berenberg issues a broker note on Huntsworth PLC
Berenberg today reaffirms its buy investment rating on Huntsworth PLC (LON:HNT) and cut its price target to 140p (from 150p). Story provided by StockMarketWire.com Broker Forecasts data provided by www.sharesmagazine.co.uk