TIDMSFOR
RNS Number : 7382M
S4 Capital PLC
23 September 2021
S4 Capital plc ("S(4) Capital" or the "Company")
Issue of Shares
On 25 March 2021, S (4) Capital plc (SFOR.L) announced the
conditional merger of Jam3, an award-winning Toronto-based design
and experience agency, with MediaMonks, S (4) Capital's Content
practice (the "Transaction"). Pursuant to the terms of the
Transaction, the Company has agreed to issue 775,089 ordinary
shares of 25 pence each in the capital of the Company, credited as
fully paid, as deferred consideration (the "Shares"). The Shares
will be subject to a restriction on sale until 24 September
2023.
An application has been made to the FCA and to the London Stock
Exchange for the Shares to be admitted to the standard segment of
the Official List of the FCA and to trading on the London Stock
Exchange's Main Market for listed securities respectively
("Admission"). It is expected that Admission will become effective
at 8.00 a.m. on 24 September 2021.
Enquiries:
S(4) Capital Tel: +44 (0)20 3793 0003
Sir Martin Sorrell (Executive
Chairman)
Powerscourt (PR Adviser to Tel: +44 (0)7970 246 725
S(4) Capital)
Elly Williamson
Jane Glover
About S(4) Capital
S(4) Capital plc (SFOR.L) is the tech-led, new age/new era
digital advertising and marketing services company, established by
Sir Martin Sorrell in May 2018.
Its strategy is to build a purely digital advertising and
marketing services business for global, multinational, regional,
local clients and millennial-driven influencer brands. This will be
achieved initially by integrating leading businesses in two
practice areas: content and data&digital media, along with an
emphasis on "faster, better, cheaper" executions in an always-on
consumer-led environment, with a unitary structure.
Digital is by far the fastest-growing segment of the advertising
market. S(4) Capital estimates that in 2020 digital accounted for
over 50% (for the first time) or $290 billion of total global
advertising spend of $525 billion (excluding over $500 billion of
trade promotion marketing, the primary target of the Amazon
advertising platform) and projects that by 2022 this share will
grow to approximately 60% and by 2024 to approximately 70%,
accelerated by the impact of covid-19.
S(4) Capital combined with MediaMonks, the leading AdAge
A-listed creative digital content production company led by Victor
Knaap and Wesley ter Haar, in July 2018 and with MightyHive, the
market-leading digital media solutions provider for future thinking
marketers and agencies, led by Peter Kim and Christopher S. Martin,
in December 2018.
In April 2019, MightyHive combined with ProgMedia to expand
operations into Latin America and MediaMonks acquired film studio
Caramel Pictures to expand content studio capabilities. In June
2019, MediaMonks announced a planned combination with
Australia-based BizTech, a leading marketing transformation and
customer experience company. In August 2019, MediaMonks combined
with Amsterdam-based digital influencer marketing agency IMA. In
October 2019, MediaMonks combined with Firewood Marketing, the
largest digital marketing agency based in Silicon Valley, that was
recently ranked, along with MediaMonks and Circus (see below), as
one of the fastest growing agencies by Adweek, and MightyHive
combined with award-winning UK-based digital analytics, biddable
media and data science company ConversionWorks and South
Korea-based data and analytics consultancy MightyHive Korea. In
November 2019, MediaMonks announced its combination with
Delhi-based content creation and production company WhiteBalance
(completed in August 2020 - the delay due to necessary merger
clearance procedures) and then with fully integrated digital agency
Circus Marketing in January 2020 (completed in March 2020).
In May 2020, MightyHive announced a combination with Digodat,
one of the leading Latin American data and analytics consultancies,
and in June 2020, MightyHive announced its combination with Lens10,
a leading Australian digital strategy and analytics consultancy. In
July 2020, MightyHive announced a combination with Orca Pacific, a
market leading full-service Amazon agency and boutique consultancy
firm based in Seattle. In August 2020, MightyHive announced a
combination with London-based Brightblue, an econometric and media
optimisation consultancy. In September 2020, MediaMonks announced
its combination with Dare.Win, expanding its geographical presence
to France.
In January 2021, MediaMonks announced its combination with
integrated creative, technology and media agency Decoded
Advertising, Shanghai based creative agency TOMORROW and Stuttgart
based automotive specialist STAUD STUDIOS. MightyHive also
announced its combination with integrated digital performance
marketing agency Metric Theory. In February 2021, MightyHive
acquired the assets of Datalicious Australia, a leading Google
Marketing Platform, Google Cloud and Google Analytics partner in
Asia Pacific. In March 2021, MediaMonks announced it had entered
into a conditional agreement in relation to a combination of
MediaMonks with Toronto-based design and experience agency, Jam3.
In May 2021, MightyHive announced it had entered into a conditional
agreement in relation to a combination of MightyHive with the
leading digital performance agency in Brazil, Raccoon Group. On 26
July 2021, MightyHive announced a combination with Salesforce
specialist Destined expanding its data and digital media practice
in Asia Pacific. On 8 September 2021, the new unitary brand
Media.Monks announced a combination with the iconic culture and
creative marketing agency Cashmere, based in Los Angeles. Also in
September 2021, Media.Monks announced a merger with leading digital
transformation services firm Zemoga, headquartered in Los Angeles,
with further US offices as well as delivery centres in Colombia.
The merger expanded the Media.Monks offering into technology
services.
In August 2021, S(4) Capital launched its unitary brand by
merging MediaMonks and MightyHive into Media.Monks, represented by
a dynamic logo mark that features MightyHive's iconic hexagon. As
the operational brand, Media.Monks underpins S(4) Capital's
agility, digital knowledge and efficiency and is the next step in
delivering on its foundational promise to unify content,
data&digital media and technology services.
On 16 July 2020, S(4) Capital announced the successful placing
of 36,766,642 new ordinary shares at a price of 315p raising
approximately GBP116 million gross proceeds which has been used for
further expansion and combination purposes.
On 19 July 2021, S(4) Capital announced it had engaged Credit
Suisse AG, London branch, HSBC Bank plc and Barclays Bank plc as
lead arrangers for a seven-year EUR375 million senior secured term
loan. In addition, it negotiated a five-year GBP100 million
equivalent multicurrency senior secured revolving credit facility
with Credit Suisse, HSBC, Barclays, JP Morgan and BNP Paribas. Both
term loan and revolving facility were successfully completed in
early August 2021. This refinanced its existing EUR25 million and
US$28.9 million term loans and its EUR35 million and EUR43.5
million multicurrency revolving credit facilities and will provide
approximately GBP200 million for general corporate purposes,
including funding the cash element of future mergers, which is
typically one-half of overall consideration. The Company will
maintain its policy of maximum net leverage not exceeding 1.5-2x
Operational EBITDA.
Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin,
Peter Rademaker and Scott Spirit all joined the S(4) Capital Board
as Directors. The S(4) Capital Board also includes Rupert Faure
Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan,
Naoko Okumoto, Margaret Ma Connolly and Miles Young.
The Company now has over 6,000 people in 33 countries across the
Americas, Europe, the Middle East and Africa and Asia-Pacific and a
current market capitalisation of approximately GBP4.5 billion
(c.$6.1 billion) and would rank well inside the FTSE 125. It
achieved Unicorn status in a little over one year, unique in the
advertising and marketing services industry. Sir Martin was CEO of
WPP for 33 years, building it from a GBP1 million "shell" company
in 1985 into the world's largest advertising and marketing services
company with a market capitalisation of over GBP16 billion on the
day he left. Today its market capitalisation is less than GBP12
billion, having recently been surpassed by Publicis for the first
time. Prior to that Sir Martin was Group Financial Director of
Saatchi & Saatchi Company Plc for nine years.
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September 23, 2021 02:59 ET (06:59 GMT)
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