Motive Tv Regulatory News (MTV)

12 June 2012

Motive Television PLC

("Motive" or "the Company")

Proposed Reorganisation of the Company's Share Capital - Adjournment of EGM

The Company has today posted a circular to shareholders which includes the following extract:

Further to the dispatch of the shareholder circular and notice of general meeting dated 28 May 2012 and following the return of the proxy forms, indications are that the company will not receive sufficient votes for all resolutions, proposed at the forthcoming general meeting, to be passed.  The resolution that is at risk relates to the proposed consolidation of the Existing Ordinary Shares into new ordinary shares of 1p each.

After canvassing opinion from its institutional shareholders, the Company now believes that an alternative solution to the share consolidation, which provides an acceptable outcome, is a simple split of the Existing Ordinary Shares into one New Ordinary Share and one New Deferred Share. Furthermore, the Company believes that this action would receive significant support from shareholders.

Accordingly, the board is proposing to adjourn the general meeting scheduled to take place on 14 June 2012 and convene a new general meeting at 3pm on 29 June 2012, at which it is proposed to:

sub-divide each Existing Deferred Share into 10 New Deferred Shares; and sub-divide and convert each Existing Ordinary Share into one New Ordinary Share and one New Deferred Share.

The New Ordinary Shares will have the same rights (including as to voting, dividends and return of capital) as the Existing Ordinary Shares. The rights attaching to the New Deferred Shares will be identical to those attaching to the Existing Deferred Shares, are set out in the articles of association of the Company and are minimal. The New Deferred Shares are effectively valueless as they will not carry any rights to vote or dividend rights and they will only be entitled to a payment on a return of capital or on a winding up of the Company after each New Ordinary Share has received a payment of £1,000,000. The New Deferred Shares will not be listed or traded on AIM and will not be transferable without the written consent of the Company. No certificates will be issued in respect of the New Deferred Shares.

The reorganisation of the Company's share capital will not of itself affect the value of individual shareholdings, as can be seen from the worked example below:

Example

By effecting the reorganisation in this way, the nominal value of the Company's issued share capital remains the same. In the example above, the 10,000 Existing Ordinary Shares each have a nominal value of 0.1p giving a total nominal value for the holding of £10. The New Ordinary Shares have a nominal value of 0.01p (£1 in aggregate) which when added to the aggregate nominal value of the New Deferred Shares (£9) means that the nominal value of the holding remains at £10.

Options, Warrants and Convertible Loan Notes

The Options, the Warrants, the Convertible Loan Notes and the rights of their respective holders will not be affected by the Capital Reorganisation.  Such holders will still able to exercise their rights under the Options, the Warrants and the Convertible Loan Notes, save that such Options and Warrants and the conversion rights in respect of such Convertible Loan Notes shall each be for the equivalent number of New Ordinary Shares.

Resolutions

A notice convening the GM to be held at Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7EL at 3pm on 29 June 2012 is set out at the end of this document. At the GM, the following Resolutions will be proposed:

·      ordinary resolution to sub-divide each Existing Deferred Share into 10 New Deferred Shares;

·      special resolution to approve the Capital Reorganisation; and

·      special resolution  to alter the articles of association of the Company in consequence of the capital structure changes made pursuant to the Capital Reorganisation.

The definitions used in this announcement are the same as those used in the shareholders circular.