TMI acquired by Cello Plc For £3.1m

Listed Marketing Services Group buys TMI UK for up to £4.1m

Cello Group plc ('Cello'), the marketing services group, has acquired Chiaros Holdings Limited, the holding company for Labinah Management Training Limited which trades under the brand 'TMI UK'. TMI UK is a leading provider of organisational development and consultancy solutions to a range of blue chip clients. The total maximum consideration payable for TMI UK is £4.1 million in cash, loan notes and new ordinary shares.

Formed in 1978, TMI UK will join Cello's brand consultancy platform. It works with a range of leading brands including Toyota, hp, Metronet, Marks and Spencer, the Foreign and Commonwealth Office, National Express Group and Serco Solutions.

The initial consideration consists of £3.1 million, of which £2.3 million is in cash and the balance satisfied by the issue of up to 617,721 new ordinary shares. In addition, there is a maximum deferred consideration of up to £1 million dependent on the financial performance of the business for the period to 31 December 2009. The deferred consideration is payable in a mixture of loan notes and new ordinary shares at Cello's discretion. The maximum share element will be 75% of the deferred consideration.

For the audited year to 30 June 2005, TMI UK had a turnover of £4.9 million, gross profit of £2.8 million and profit before tax of £0.28 million. Net Assets at 30 June 2005 were £0.76 million.

D5 Capital introduced the transaction to Cello Group.

Commenting on the deal, Rupert Ashe of D5 Capital said: "This is a very good fit. TMI UK has a very strong and ambitious management that wanted to move into a young and hungry marketing services company listed on the LSE. For Cello, it kick starts their management consultancy operations."