64 deals £1.780 Billion

Deals

20

DEAL ANNOUNCEMENT

Dow Schofield Watts LLP has advised the shareholders of Redworth Limited on their reverse takeover of Air Music & Media Group plc

No.

20

6 October 2004

£ 37.6 million

Cash and shares

DESCRIPTION OF THE BUSINESS AND THE DEAL 

Air Music & Media Group plc, a leading UK producer, manufacturer and wholesale distributor of low priced entertainment products to the international market has agreed to acquire the entire issued share capital of Redworth Limited ("Redworth").

Redworth is a "one-stop-shop" supplier of CDs, cassettes, videos, DVDs and computer software to retailers.

The acquisition is for an initial consideration of £27,600,000 which will be satisfied by a cash payment of £15,984,703, the issue of £1,615,297 of loan notes and the issue of 100,000,000 consideration shares. An additional £10,000,000 of deferred consideration may be payable to the vendors in deferred consideration shares.

The Redworth business was established in 1996. It distributes audio, visual and multi-media products to retailers via a "one-stop-shop" approach to the supply of CDs, cassettes, videos, DVDs and computer software. Redworth reached its current size through organic growth. In the year to 31st March 2004, Redworth made a profit after tax of £2,377,487 on a turnover of £37,081,182 and at 31^st March 2004 had net assets of £5,181,261.

ADVISORS

ROLE