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IMS Group: Acquisition of Elektrik IIetisim Organizasyon Hizmetleri Limited Sirketi

Pressmeddelande  •  2008-05-02 09:57 CEST

International Marketing & Sales Group Limited (AIM: IMSG), the emerging markets focused sales & marketing company, today announces its agreement to acquire the entire issued share capital of Elektrik IIetisim Organizasyon Hizmetleri Limited Sirketi (“Elektrik”), the Turkish events organising agency, with completion anticipated on Friday 2 May 2008, for an initial consideration of US$3,315,000, which is being paid 90% in cash and 10% in newly issued ordinary IMSG shares. The balance of the purchase consideration will be paid by instalments based on Elektrik’s audited post-tax profits for the twelve months ended 31 December 2008, 2009, 2010 and 2011, respectively. The first tranche of the deferred consideration will be a multiple of 6.5 of the average net profit after tax of Elektrik for the financial years ending 2008 and 2009 x 20%. The final tranche of the deferred consideration will be a multiple of 6.5 of the average net profit after tax of Elektrik for the financial years ending 2010 and 2011 x 20%. The deferred consideration is also being paid 90% in cash and 10% in newly issued ordinary shares of IMSG. The total purchase consideration will be capped at US$25,000,000. The share elements of the consideration will be issued at the 30 day average midmarket price preceding the date of issue. The Group financed the cash element of this acquisition through its existing bank facilities.

Elektrik was established in 2006. Its core businesses are event planning/organising, above and below the line marketing communication services and advertisement agency services. Amongst its clients are some prestigious Turkish banks and multinational companies such as Yapi Kredi Bank, Tekstilbank, Shell, Aviva Insurance Company and Eli Lilly. Elektrik has shown impressive growth during the past year. Elektrik has 20 permanent employees and its last audited accounts, for the year ended 31 December 2007, show turnover of US$10,288,008, a profit after tax of US$247,887 and gross assets of US$1,549,268. Elektrik is one of the fastest growing Marketing Communication Services Company in the Turkish market.

The acquisition will provide IMSG with an expanded presence in the fast-growing Turkish market and the agency will be integrated under IMSG’s umbrella of event businesses branded One2Remember.

Turkey has an attractive business environment and the general outlook for the future is encouraging. In particular, the advertisement market is expected to grow rapidly.

Muammer Pamir Kiraner, Aysen Gürgan and Onur Yegenoglu will continue to manage the day-to-day running of the business following the transaction, and will report to IMSG Executive Chairman, Gregory Thain. Following the completion the company will be rebranded to One2Remember Elektrik.

IMSG's Acquisitions Director, Lau Geckler, led the transaction and was advised by Bevan Brittan LLP London, together with its Turkish advisers. Elektrik was advised by Verdi & Yazici Law Firm, Istanbul. Onur Yegenoglu Managing Director of Elektrik, commented: “We are very excited about being a part of IMSG. Elektrik is already an important player in the Event Management Business in Turkey and we believe that with the help of this alliance, acceleration of our growth will increase significantly.

Commenting on the latest acquisition by the Group, Gregory Thain, Executive Chairman of IMSG, said: “IMSG is continuing to expand its footprint and to develop its services in each country so we are able to offer a complete through-the-line service to our clients. With this acquisition in Turkey, IMSG will have an Events business alongside its Marketing, PR, Advertising, Branding and Internet businesses. Elektrik has built up an impressive client base since it was established and we are delighted to add it to our portfolio of businesses in Turkey so we can offer expertise in Event Management to our existing local and international clients as well as offering Elektrik’s own clients a wider selection of marketing services.

Enquiries to:

Lau Geckler
International Marketing & Sales Group Limited Tel: + 7 495 796 6141

Andrew Best / Emily Bruning
Shared Value Limited Tel: +44 (0) 20 7321 5022 Tel: +44 (0) 7798 576 378

Onur Yegenoglu
Elektrik IIetisim Organizasyon Hizmetleri Limited Sirketi
www. Tel: +90 212 2657616
Mark Williams / Andrew Chubb
Canaccord Adams Limited Tel: +44 (0)20 7050 6500

Notes to Editors
* IMSG was founded in 1996 by its Chairman and Chief Executive Officer, Gregory Thain.

* The Group was admitted to trading on AIM on 6 December 2005. The Group’s NOMAD and
broker is Canaccord Adams Limited.

* Since 2002, the EBITDA of the Group has grown at a rate in excess of 100% per annum. IMSG
has been profitable since 2000.

* The Group’s clients include multinational and first tier local companies operating in FMCG,
telecommunications, retail trade, banking and finance, automotive, consumer electronics and
pharmaceutical industries.

* IMSG currently has 30 offices in emerging markets. These offices are situated in: Moscow,
Saint Petersburg, Yekaterinburg, Kazan, Nizhniy Novgorod, Novosibirsk, Rostov-on-Don,
Samara, Krasnodar (Russia), Kiev (Ukraine), Almaty, Astana (Kazakhstan), Dushanbe
(Tajikistan), Istanbul (Turkey), New Delhi, Mumbai, Bangalore, Chenai, Kolcata, Hyderabad
(India), Budapest (Hungary), Athens (Greece), Bucharest (Romania) and Sofia (Bulgaria.

* In July, 2007, the Group was re-organised and a new Jersey-incorporated parent company,
International Marketing and Sales Group Limited, was put in place. The shares of the new
parent company were admitted to AIM on 19 July, 2007.
* Further information about the Group is available on its website at:

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