Acquisition of 55% interest in Raw Power
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All Things Considered Group plc (AQSE: ATC), the independent music company housing artist representation and music industry services, announces it has acquired 55 per cent. of the issued share capital of Raw Power Management Limited ("Raw Power"), a UK music management business, for a total consideration of £1.41m in cash (the "Acquisition").
Acquisition Highlights
| · | Raw Power is a music management company principally in the rock and alternative genres with long-standing client relationships |
| · | The Acquisition brings further strength and scale to the Group's existing client base artists, adding c.20 new artists to Group's management business which now represents over 80 clients |
| · | Raw Power's client base includes Bring me the Horizon (over a billion streams on Spotify), Bullet for my Valentine, The Mars Volta, The Damned, You Me At Six, Don Broco, Heartworms, Kid Kapichi and Refused |
| · | Provides expanded opportunity to grow commercial relationships with artists across the Group's multi-service offering |
| · | Acquisition significantly bolsters the Group's Artist Representation segment |
| · | Raw Power team will co-locate with ATC Management in ATC's London and Los Angeles offices |
Background
Founded in 2006, Raw Power is a bespoke music management company working with a roster of internationally successful artists in the rock and alternative music genres, with offices in London and LA. The company was founded by Craig Jennings (CEO), Rod Smallwood and Andy Taylor, who collectively bring a wealth of experience in music representation and management.
Raw Power is wholly-owned by Craig Jennings, Matthew Ash, Don Jenkins, Andy Taylor and Rod Smallwood, all of whom will retain an interest in Raw Power following completion of the Acquisition.
Furthermore, Craig Jennings, Matthew Ash and Don Jenkins have each agreed three-year service contracts with ATC following completion of the Acquisition.
For the year ended 28 February 2023, Raw Power's revenue was £2,271,000 and profit before tax was £326,000.
Terms of the Acquisition
The consideration of £1.41m ("Consideration") for the Acquisition will be paid in full upon completion and will be financed through the Group's existing cash resources.
In addition, pursuant to the Acquisition, ATC has committed a loan facility to Raw Power of up to £1,330,273 (the "Loans"), to enable Raw Power to satisfy certain outstanding liabilities as they fall due (the "Outstanding Liabilities"). The Loans will bear interest of 5 per cent. per annum and will be repaid from the future profits of Raw Power before any dividend is declared.
Subscription
Pursuant to the repayment of certain of the Outstanding Liabilities, Phantom Music Management Limited ("Phantom"), a Raw Power loan note holder, has agreed to subscribe for £200,000 of new ordinary shares in the share capital of ATC (the "Subscription"), on 1 July 2024 at the prevailing mid-market price on that date. A further announcement in relation to the Subscription is intended to be made in due course. Should Phantom not subscribe then certain loans totalling £200,000 will not be payable by the Company to Phantom.
Adam Driscoll, CEO of ATC Group plc, commented: "We are delighted to welcome Raw Power to the Group, bringing new manager talent to the team, strong industry relationships and a growing roster of leading artists. Our artist representation division continues to provide a source of strength as we build a business that can engage with musical talent across multiple service lines, and this acquisition enhances our opportunity. We look forward to supporting the ambitions of Raw Power and its clients."
Craig Jennings, CEO of Raw Power, commented: "Both ATC and Raw Power value integrity, belief in the acts we look after, passion for the music and doing everything for the benefit of our artists. By joining forces with ATC we gain direct relationships to a broad range of leading music services businesses, giving our clients access to a full-service platform from which to drive and have ownership over their careers. This feels like a massive opportunity to take our artists to a whole new level. I feel that together we will be a powerhouse organisation. We are excited by the opportunity this presents."
Artist representation
- ATC Management (Europe and USA) - artist management and development
- ATC Live - live event booking agency for artists
Services
- Sandbag - a market leading merchandising and 'Direct to Consumer' business
- ATC Media - music consultancy and development services
- Your Army USA - marketing and promotions agency specialising in dance and electronic music
- Minority interest in Driift - a global livestreaming operator
Live Events and Experiences
- ATC Experience - developing live theatrical events and digital experiences with artists
- McKeown Asset Limited -promoter of live music events and festival management
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