Snap Digital Imaging Ltd (Snap), the photobooth operating subsidiary of Consolidated Vending Plc has signed a distribution and operating agreement with Cybervitrine for its photobooth, the Fotopod. The agreement gives Snap the exclusive right to sell and operate the Fotopod in the UK.
The Fotopod has been specifically designed for small spaces and to provide access for all. Cybervitrine claims the Fotopod is the 'world's smallest photobooth' at 0.25m. With increasing demands to ensure access for all the Fotopod provides a facility suitable for the widest range of disabilities.
Whilst it is not possible at this stage to quantify the possible effect of the Cybervitrine Agreement on future revenues, the Directors believe that the Agreement will provide Snap with a competitive edge in its product offering to its customers.
Andrew Coll, CEO, Consolidated Vending plc said:
'We are delighted to be working with Cybervitrine. We view the Fotopod as an ideal enhancement to our booth portfolio. Minimising space usage and providing access for all are key factors in our market today and in the future and the Fotopod brings genuine product differentiation and enhancement which will benefit our customers and users alike.'
Commenting, Philippe Barcelo, Directeur Generale, Cybervitrine SA said:
'I am delighted to have secured this agreement with Consolidated Vending. We have had great success with the Fotopod in France with over 600 machines operating nationally. We fully expect our relationship with Consolidated Vending to provide similar success in the UK.'
Consolidated Vending (CV), the operator of photo booths and vending machines for quality miniature toiletries through health clubs, is pleased to announce that, on 27 June 2007 (the “Completion Date”), it acquired the entire issued share capital of KR for a total consideration of £600,000, including £150,000 to be paid by way of an earn out. KR started trading in November 1999 and operates coin-operated rides for children throughout the UK, under agreements with supermarkets, high street retailers, shopping centres and a number of independent site owners. KR has 357 rides available over 169 sites.
The company will provide CV with a new product range, a wider customer base and synergies with CV’s photo booth business as a result of the similarity of locations. In the year ended 31 October 2006, KR had turnover of £938,721, EBITDA of £155,839 and profit before tax of £45,780. At that date, KR had net assets of £107,334. On the Completion Date, the Company placed 22,667,209 ordinary shares of £0.001 each (the “Placing Shares”) at £0.014875 per share (“the Placing Price”) with funds managed by Arc Fund Management Limited, to raise £337,174 before expenses.
The Company has entered into the following arrangements with Trafalgar Capital Specialized Investment Fund - FIS (”TCSIF” or the Lender”): 1. The Lender has advanced a convertible loan of £625,000 to the Company. Redemption will commence 12 months from the Completion Date. £425,000 plus accrued interest will be repaid over 12 months in equal instalments. The final £200,000 plus accrued interest will be repaid 24 months after the Completion Date. Interest will accrue on the outstanding amount at a rate of 8%. The lender shall be entitled to convert the loan into CV ordinary shares (up to the outstanding amount of the loan, but capped at an upper limit such that the conversion shares do not exceed 2.99% of the total number of CV ordinary shares in issue) with effect from the sixtieth day after the Completion Date.
The conversion price is the lower of a fixed conversion price and 85% of either the lowest volume weighted average price for the 5 trading days before conversion or CV’s broker’s bid price. The fixed conversion price is itself the lower of the Placing Price and the volume weighted average price on the Completion Date. In addition, the lender has been granted warrants over up to 1,200,000 CV ordinary shares, exercisable at nominal value at any time within 5 years of the Completion Date. 2. CV has entered into a committed equity facility whereby CV has the right, subject to approval by TCSIF of the first requested subscription, to sell to TCSIF up to £2,000,000 of CV ordinary shares over the next 30 months at a price equal to the lowest volume weighted average price over the 5 days following CV’s subscription request.
The consideration for the acquisition is £600,000, and was paid as follows:
1. £300,000 in cash.
2. £150,000 in CV ordinary shares at a price equivalent to the Placing Price (10,084,034 shares – the “Acquisition Shares”).
3. £150,000 to be payable in cash within the next eighteen months, subject to adjustment, up or down, depending on KR achieving an aggregate gross profit of £462,153 (as defined in the Sale and Purchase Agreement), computed on a monthly basis, within 12 months of the Completion Date. In addition, CV has procured the repayment of a KR director’s loan to KR. This consists of £60,000 paid in cash, £50,000 satisfied in CV ordinary shares at a price equivalent to the Placing Price (3,361,344 shares – the “Director’s Loan Shares”) and £103,000 to be paid in cash in equal monthly instalments over the next 18 months.
CV has also facilitated the settlement of certain finance and lease hire obligations of KR, totalling approximately £78,500. The cash elements of the consideration for the acquisition and the repayment of the director’s loan are to be funded through the use of the financing arrangements described above. Part of the proceeds of the financing arrangements will be used to complete the repayment of a loan of £1 million from 3i Group plc for £650,000, a gain for CV of £350,000. A total of 53,087,377 CV ordinary shares have been issued consisting of Placing Shares, Acquisition Shares, Director’s Loan Shares and shares issued in lieu of cash fees for financing and advisory costs (16,974,790 shares). Application has been made for the new ordinary shares to be admitted to trading on AIM and it is expected that Admission will be effective on 4July 2007. Upon admission of these shares to AIM, the Company will have 258,876,851 ordinary shares in issue.
The report and financial statements of CV for the 209 day period to 31 December, 2006 will be released no later than 30 June 2007. The Company announces that it has changed its Registered Office to Woodside Corporate Services, 4th Floor, 150-152 Fenchurch Street, London, EC3M 6BB. Commenting on the acquisition and the financing arrangements, Andrew Coll, Chief Executive Officer, said: “We are delighted to have completed our first acquisition since being admitted to AIM in December 2006. Kiddies Rides introduces a new product range to our group and broadens our customer base.
There will be benefits from engineering and servicing efficiencies because of the similarity of the locations of rides in Kiddies Rides and in our Snap photo booth operation. The new financing arrangements will provide the enlarged group with the flexibility to develop the existing businesses and to make further acquisitions should opportunities become available.”
Consolidated Vending plc (“CV”) announces it has signed a distribution agreement with Felix Group plc (“Felix”), the company that has developed the MAX BOX, a multi-function digital retail ATM machine with a range of additional consumer services.
CV and Felix will work together to market and find new sites to deploy all three models of Felix’s MAX BOX machines. Andrew Coll, CEO, Consolidated Vending plc said: “We are delighted to be working with Felix. We view the MAX BOX product as a new fantastic customer proposition, one we firmly believe can benefit our own existing customers whilst at the same time, providing our dedicated sales professionals with a highly innovative portfolio product.”
Commenting, Andy Egan , Chief Executive, Felix Group plc said: “I am delighted to have secured this agreement with Consolidated Vending. Along with our other sector specific distributors we now have some of the best industry experts advocating and selling our products across a broad range of leisure and retail sectors. Our distributors complement our own small sales team and they can, I am sure, lever their own existing leisure and retail sector relationships to help site quantities of our hardware, allowing us to focus on our own core marketing strengths. These agreements see our sales capabilities expand nationally”.
November 20 2006 -
Consolidated Vending Plc Debuts On The London Stock Exchange
Consolidated Vending Plc has debuted on the London Stock Exchange's AIM market following a successful IPO.