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EPIC: FFI
Market: AIM:FFI
52-week High/Low: 160.00p / 60.00p
Sector: Media & Publishing
Market Cap: 110.47M
FFI Holdings Plc (LON:FFI)

FFI Holdings Plc

FFI is the world leader in the provision of completion contracts to the entertainment industry for films, television, mini-series and streaming product. FFI was founded in London in 1950 and is now headquartered in Los Angeles in the USA, with 11 offices globally including in London, Stockholm, Toronto, New York, Johannesburg, Cologne and Shanghai. Over the last 67 years, FFI has provided...

FFI Holdings Plc

www.filmfinances.com

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Big picture - Why invest in FFI Holdings Plc


FFI Holdings Plc Snapshot

Film Finances Inc. (FFI) was formed following the severe financial crisis that afflicted the British film industry from 1947 to 1949. The losses that the big film corporations in Britain (most notably the Rank Organization) incurred in their production activity during this period caused them to cease to provide direct finance for film production and to rely instead on distribution guarantees (i.e., they would get the feature films they needed for their cinema chains by guaranteeing to distribute films made for them by independent producers rather than producing those films themselves; on the strength of the guarantee, the independent producer could then raise money from the bank, but they – rather than the film corporation − would be taking the risks of production.) At about the same time, to alleviate the severe difficulties independent producers were having in obtaining finance, the British government set up the National Film Finance Corporation. The independent producer would raise about 70% of the budget from a bank on the security of the distribution guarantee, and would then turn to the National Film Finance Corporation (NFFC) for the ‘end money’. As the distribution guarantee only came into effect upon delivery of a completed film and lenders, whether the banks or the NFFC, needed assurances about the effective use of their money, the completion guarantee, which FFI pioneered, became a cornerstone of this new system of British film financing.

In return for a percentage of the budget, FFI would guarantee lenders that the contracted film would be delivered to the distributor “on-schedule and on-budget.” FFI would only issue a ‘bond’ once it was satisfied that the independent producer was able to meet a set of stringent conditions relating to the production of the film. In the very few instances, where a production it had guaranteed got into serious difficulties, FFI had the right to take over and finish the film.

To fulfill its role successfully, FFI acted as both mediator and production consultant. It required a producer to undertake the most rigorous preparation before a film went on the floor and continued to monitor the progress of the production closely. It was ultimately an insurer, but had its own considerable film expertise.

EVALUATION

Immediately after an inquiry is made to issue a Contract, we request the script, the shooting schedule and the budget. We prefer that all three documents have already been approved by the financiers and distributors of the picture. In some cases, we are prepared to consider these documents prior to such stage. These three documents are examined in detail. In most cases FFI then moves to the next stage, which is meeting with any and all relevant personnel whose views on the project are deemed helpful. On the basis of these views and explanations, along with the papers submitted, we decide whether the project presented is feasible. When a positive decision is made, a “letter of intent” is issued by us confirming that we are prepared to go forward with issuing a Contract of Completion, subject to the fulfillment of certain stated conditions. Most conditions are considered standard and apply to such things as financing, personnel, insurance, and location agreements. The letter of intent will also list a number of budget items for which we are not responsible.

These above-mentioned conditions are incorporated in an undertaking required of the producers. The letter of intent specifies our fee for a Contract issuance.

 

LEGAL STAGE

When a letter of intent is issued and the project is approved, we then commence work on the legal documentation. This is all done in-house. In preparing the documents, we require the fulfillment of certain conditions, including, the assurance of financing equal to the approved budget, available and capable personnel, satisfactory insurance, as well as solidifying studio and location arrangements. In addition, we require the documents that entitle the production company the rights to make the film.

Film Finances is entirely an independent completion bond company with no affiliation. Being truly independent we are able to advise without the risk of any potential conflict of interest. Consequently, we are able to act in order to protect the interests of our clients at all times.

 

MONITORING

The cornerstone of our Contract process is our final satisfaction that at all times the production whose completion we have contracted progresses “on schedule and on budget.” However, we do appreciate that making motion pictures is a creative process employing fine talents. FFI enjoys having a very close relationship with our producers, directors and key production personnel, and we are convinced that these relationships are more valuable than placing someone between us. Our monitoring process requires the production to email us daily shooting progress reports and a weekly cost report in order to properly evaluate the progress of the film. FFI also makes periodic visits to the shooting area.

The process of completing a motion picture continues well after the end of the actual filming. We also have a very experienced post production staff that monitors the post production of a film via a schedule and updated cost reports until the film is finally delivered to the distributor.

 

PRODUCTION & POST

Pivotal Post

Pivotal Post works on the industries biggest films with the most renowned directors, producers and editors.  There’s a level of professionalism and mission critical reliability that Pivotal Post is known for worldwide.  We are always working to make sure our clients are taken care of and that we remain ahead of the technology curve.

 

Please click here to view sample documents

James Terlizzi (aged 52), Non-Executive Chairman

Mr Terlizzi joined the Group in June 2017 as its Non-Executive Chairman. Mr Terlizzi has over 20 years of executive management experience. Mr Terlizzi is currently a principal in several specialty finance businesses and has been the Executive Chairman of a multi-asset liquidity solutions company called DRB Financial Solutions, LLC since 2014. Mr Terlizzi was formerly the Chief Operating Officer and subsequently, the Chief Executive Officer of Peach Holdings, Inc., a finance company specialising in purchasing high-quality deferred payment obligations. He led the initial public offering of Peach Holdings, Inc. on AIM in 2006 and remained in the position of Chief Executive Officer until 2011 (following its acquisition by Orchard Acquisition Company in late 2006). Mr Terlizzi holds a Bachelor of Arts and a Juris Doctor degree from Rutgers University and Rutgers University Law School, respectively and is admitted to the New Jersey State Bar and the New York State Bar Associations (retired).

Mr Terlizzi will be a member of the Audit and Remuneration Committees.

Steven Ransohoff (aged 59), Chief Executive Officer

Mr Ransohoff joined the Group in July 1986 and was appointed as its Chief Executive Officer and President in 2016. From 2008, Mr Ransohoff was Co-President and Co-Chief Executive Officer. Mr Ransohoff has over 30 years of experience in the film industry and has deep industry relationships with producers, studios, banks and insurers. Mr Ransohoff holds a Bachelor of Arts from Vassar’s College and a Juris Doctor degree from the University of California, Hastings College of Law.

Timothy Trankina (aged 55), Chief Financial Officer

Mr Trankina joined the Group in February 2017 as its Chief Financial Officer. Mr Trankina has over 20 years of executive management experience. Prior to joining the Group, Mr Trankina was the Managing Director of Gateway Capital Holdings, LLC, a boutique private equity firm. Mr Trankina founded Peach Holdings, Inc. and was the President of this company at the time of its initial public offering on AIM in 2006. Mr Trankina remained in this position until the company was acquired later in that year (as noted above). Mr Trankina was formerly a member of the Entertainment, Media and Communications practice at PricewaterhouseCoopers LLP and provided tax consulting and transactional structuring advice to clients. Mr Trankina holds a Bachelor of Economics from Rutgers University and a Juris Doctor degree from Georgia State University College of Law. He also holds a Masters degree in Business Administration from Georgia State University and is a member of the State Bar of Georgia (inactive) and was previously a member of the Georgia State Board of Accountancy as a Certified Public Accountant.

Antony Mitchell (aged 52), Chief Operating Officer

Mr Mitchell joined the Group in March 2017 as its Chief Operating Officer. Mr Mitchell has over 15 years of public company leadership and executive management experience. Prior to joining the Group, Mr Mitchell was the Chief Executive Officer of Emergent Capital, Inc. (formerly called Imperial Holdings, Inc.) since its founding in February 2007 and prior to August 2012 also served as its Chairman, including at the time of its initial public offering on the New York Stock Exchange in 2011. Between 2010 and 2016, Mr Mitchell was the Executive Chairman of Polaris Infrastructure Inc. (formerly called Ram Power, Corporation), an entity listed on the Toronto Stock Exchange. Between 2013 and 2015, Mr Mitchell also served as the acting Chief Executive Officer of DRB Capital, LLC, which specialises in the purchase of annuities. Mr Mitchell was also a co-founder of Singer Asset Finance Company, LLC (a subsidiary of Enhance Financial Services Group Inc.) in 1993, which was involved in acquiring insurance policies, structured settlements and other types of receivables.

Simon Ingram (aged 47), Non-Executive Director

Mr Ingram joined the Group in June 2017 as a Non-Executive Director. Mr Ingram is a senior international executive with strong public company leadership. Mr Ingram was the founder, director and Chief Executive Officer of Reservoir Minerals Inc., a Toronto Stock Exchange venture listed company which grew from a market capitalisation of US$10 million to over US$500 million in six years. In 2016, a merger between Reservoir Minerals Inc. and Nevsun Resources Ltd. created a US$1 billion company which was awarded the UK Mining Journal 2016 outstanding achievement award for the best small and mid cap deal of the year. Mr Ingram was also shortlisted as Chief Executive Officer of the year in 2015 and 2016 in the UK Mining Journal. Reservoir Minerals Inc. was also awarded the Toronto Stock Exchange venture top 50 company award in 2013 and 2014 in the mining sector. Mr Ingram holds a Bachelor of Science in Exploration and Mining Geology and a PhD. in Earth Sciences from Cardiff University.

Mr Ingram will be a member, and act as chair, of the Remuneration Committee and will be a member of the Audit Committee.

Stephen Argent (aged 60), Non-Executive Director

Mr Argent joined the Group in June 2017 as a Non-Executive Director. Mr Argent is the Chief Executive Officer and founder of Soupologie Limited, an international fresh soup company. Prior to founding Soupologie, Mr Argent ran his own accountancy practice for 30 years dealing with clients in the entertainment, fashion and medical sectors. Mr Argent was also appointed to develop the computer software for Singer Asset Finance Company LLC’s sales and marketing strategy before the company’s acquisition by a New York Stock Exchange listed company. As a result of his experience, he has developed sophisticated financial models that were used by companies in sectors such as life insurance, stockbroking and asset securitisation. Mr Argent is a qualified chartered accountant and commenced his career at Bright Grahame Murray Chartered Accountants.

Mr Argent will be a member, and act as chair, of the Audit Committee and will be a member of the Remuneration Committee.

Julian Bartlett (aged 53), Non-Executive Director

Mr Bartlett joined the group in August 2017 as a further independent non-executive director. He is a recently retired partner of accounting and consulting firm Grant Thornton UK LLP, where he provided audit, transaction support and consulting services to listed, AIM and private companies. During his career he has specialised in financial services and financial markets and was also leader of Grant Thornton’s services to the investment management sector. Prior to his position at Grant Thornton, Mr Bartlett was a partner of RSM Robson Rhodes LLP following 15 years at Deloitte & Touche.
Mr Bartlett is a trustee and director of St Mary’s (Eltham) Community Complex Association and chairman of an amateur theatre group.

SIGNIFICANT SHAREHOLDERS*

Name No. of Ordinary Shares Percentage of issues ordinary share capital
Golden Sun 48,068,122 30.6%
Ransohoff Trust** 27,444,672 17.5%
Steven Ransohoff 20,031,875 12.8%
Amlin 10,799,173 6.9%
JDT 10,083,184 6.4%
Old Mutual Global Investors (UK) LTD 8,349,000 5.3%
GLG Partners, L.P. 5,795,276 3.7%
Hargreave Hale, LTD 5,007,720 3.2%
**A trust established for the benefit of Steven Ransohoff and his family

*  (information as at 30 June 2017)

 

United States (HQ)

9000 Sunset Boulevard, Suite 1400

Los Angeles, California 90069

tel: 310 275 7323
fax: 310 275 1706

 

UNITED KINGDOM

15 Conduit Street

London, England
W1S 2XJ

tel: (44) 20 7629 6557
fax: (44) 20 7491 7530

 

AUSTRALIA

Postal Address

Film Finances, Inc.
c/o Film Finances Australasia
EQ Box 205
The Entertainment Quarter
122 Lang Road
Moore Park NSW 2021
Australia

 

Physical Address for Couriers & Deliveries
Film Finances Australasia
Building 17, Suite G05, Park Road North
The Entertainment Quarter
Moore Park, NSW 2021

tel: 612 8353 2600
fax: 612 8353 2601

 

CANADA

Film Finances Canada Ltd.

250 The Esplanade, Suite 204
Toronto, M5A 1J2
Canada

tel: 001 416 778 6397
fax: 001 416 406 7418

 

SOUTH AFRICA

Postal address

P O Box 783, Fourways North, 2086, Gauteng, South Africa

Physical address

The Business Centre, Design Quarter, 128 Leslie Avenue, Sandton

tel: +27 (0)82 411 4088

 

SCANDINAVIA


Swedish office

Floragatan 4a
114 31 Stockholm
Sweden

Tel: + 46 (0)8 762 1759
Mobile: +46 (0)70 090 43 93

 

GERMANY


Film Finances GmbH

Bonner Wall 45
D-50677 Köln / Cologne
Germany

tel: +49-221-96 26 79 35

 

CHINA

Room 4001, Building 2, Grand Gateway Plaza
3 HongQiao Road, XuHui District
Shanghai, 200030
China

tel: +86 21 3477 0362

 

Company Secretary:

Jordan Company Secretaries Limited
21 St Thomas Street
Bristol
BS1 6JS
United Kingdom

 

Registered Office:

15 Conduit Street
London
W1S 2XJ
United Kingdom

 

Nominated Adviser and Broker:   

Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
United Kingdom

 

Auditors:

RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
United Kingdom

 

Legal Advisers to the Company:

Latham & Watkins (London) LLP
99 Bishopsgate
London
EC2M 3XF
United Kingdom

 

Company Registrar:  

Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
United Kingdom

 

Public Relations Advisers: 

Hawthorn Advisors
7 Howick Place
London
SW1P 1BB
United Kingdom

FFI Holdings Plc Timeline

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May 10 2018
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May 10 2018
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May 09 2018
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April 26 2018
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January 30 2018
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January 23 2018
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January 12 2018

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