Rns...9 Jun 2014 13:35
09 June 2014
UBC Media Group plc
("UBC" or "the Company")
Result of General Meeting,
Acquisition of 7digital Group, Inc.
Change of Name to 7digital Group plc
Placing and Subscription
1 for 10 Share consolidation
UBC Media Group (AIM: UBC), the multimedia content and services company, is pleased to announce that all resolutions contained in the Notice of General Meeting circulated to Shareholders on 20 May 2014 were passed at the General Meeting held earlier today.
As a result of the resolutions being passed, the Company's name will be changed to 7digital Group plc and completion of the acquisition of 7digital Group, Inc. for an aggregate consideration of GBP16.5 million, to be satisfied by the issue of New Ordinary Shares, is expected to occur at 8.00 a.m. on 10 June 2014. As from Admission, the Company's TIDM will be 7DIG.
The combination of 7digital Group, Inc. and UBC aims to create a powerful business to business supplier at the heart of the fast developing global business in digital music and radio. The Enlarged Group has significant experience in both digital music and radio as the two industries converge to address an under-served market of music consumers. The Enlarged Group will now offer an increased range of products and services including: on-demand music and radio streaming, music downloads, personalised radio, playlisting and curated content.
The Enlarged Group has leading global technology and media industry customers including Samsung, the BBC, Bell Astral Media, HTC and Pioneer. 7digital's open and scalable platform currently serves 95 customers in 42 countries, has matching rights agreements with record companies, content creators and publishers as well as a full management system including ingestion, secure file storage and reporting.
The Enlarged Group also has a significantly strengthened Board of Directors with: Sir Donald Cruickshank, a director of Qualcomm Inc, becoming non-executive chairman; and Sir Hossein Yassaie, chief executive of Imagination Technologies Group plc and Eric Cohen, SVP Corporate Development at Dolby Inc. becoming non-executive directors.
Placing, Subscription and Bridging Loan
As previously announced, the Company has raised gross proceeds of GBP6 million by way of a placing of and subscription for New Ordinary Shares at 27 pence per New Ordinary Share with new and existing investors. In addition, Imagination Technologies Group plc, an existing shareholder in both UBC and 7digital, has pre-funded 7digital by way of a GBP1 million bridging loan which will be converted into New Ordinary Shares at the Placing Price on Admission.
As part of the Placing and Subscription, Simon Cole, Chief Executive Officer, Ben Drury, founder of 7digital and Chief Strategy Officer upon Admission, and Chris Dent, Finance Director, each purchased 37,038 New Ordinary Shares at the Placing Price. Chief Commercial Officer, Pete Downton and other members of the Enla