Formation of Adgenda

Adventis Group PLC 30 March 2005 Adventis Group plc Formation of Adgenda Media Ltd, a new media planning and buying company 30 March 2005 Adventis Group plc ('Adventis'), the specialist multimedia and marketing agency, is pleased to announce that it has formed Adgenda Media Ltd ('Adgenda'), a media planning and buying agency in partnership with well-known industry figure Petra Osborne-Fardon, formerly managing director of established agency, Pure Media. As a subsidiary of Adventis, Adgenda will offer media broking services across the whole range of Adventis' business sectors. Adventis, which floated on AIM in July 2004 with a placing that raised £3.0 million before expenses for the Company, has stated its intention to expand and diversify into a number of different, but related, business streams. Adventis already has an established business in the media sector through its subsidiary Premium Media Ltd, which billed substantial revenues in 2004. The formation of the new company will help strengthen Adventis's position in this market. Under the terms of the deal, there is no initial consideration payable. However, an earn-out arrangement has been agreed and is described in the footnote below. Petra Osborne-Fardon will assume the role of managing director of Adgenda and will concentrate on utilising her extensive experience and contacts within the industry to help build the business. Further details of the terms of the deal are included in the footnote below. Charles Phillpot, CEO of Adventis stated, 'We have sought to expand our existing business in the media sector and have examined many potential routes. We are delighted to be working with Petra due to her outstanding business record in the media sector. As a business, we have a very strong financial model to apply to any new venture and will only do so if we are confident that they will be cost-effective, long term earnings enhancing and deliver increased shareholder value. We are confident of the contribution that Adgenda will make to Adventis in 2005 and beyond.' Managing Director of Adgenda, Petra Osborne Fardon commented, 'I am very pleased to have the opportunity to be involved in this new venture. The activities of Adventis and its corporate strategy neatly match my own and I am confident that we can achieve great success by pooling our resources.' Enquiries: Charles Phillpot, Managing Director Sarah Gestetner, Fiona Mulcahy Adventis Group plc Citigate Dewe Rogerson Tel: 020 7034 4750 Tel: 020 7638 9571 Paul Dudley WH Ireland Limited Tel: 020 7397 3225 Footnote: Payment & Earn-out Initially Adventis will own 63.67% of Adgenda, the balance of 36.33% will be owned by Petra Osborne-Fardon and staff, with Adventis having the right to buy back such balance in equal tranches of 7.27% over the 5 years commencing in 2006. The price to be paid by Adventis for such shares is calculated according to a valuation multiple of 10 times the post-tax profit of Adgenda in the relevant preceding year. Under the terms of the deal, the maximum consideration payable by Adventis could be £2,460,000 and will be met with 75% cash and 25% shares in Adventis. Adventis shares issued in satisfaction of the consideration are to be determined according to the average mid-market price of Adventis's shares over the period of 90 days prior to their issue, or not less than 28.5p per share. Adventis retains the right to pay any share consideration in cash at its sole discretion. Petra Osborne-Fardon's biography 1991 - Total Media - Media Planner/Buyer 1993 - Ogilvy & Mather Direct - Media Manager 1995 - Sherrard Associates - Media Director - specialising in the property sector across accounts including Berkeley Homes, Fairclough Homes and Laing Homes 1998 - Formation of Osborne Jack Media ('OJM') a specialist property media planning and buying agency. Chime Communications took a 60% share in the business in June 1998 in return for channelling all media buying requirements via OJM. Petra Osborne-Fardon and Andrew Jack, founding partners, both retained a 20% share each in the business which was bought out in March 2002 by Chime Communications. The business was latterly re-named Pure Media, with annual billings of c.£24m and Petra Osborne-Fardon remained with the business in the position of Managing Director This information is provided by RNS The company news service from the London Stock Exchange