RE: shares27 Feb 2019 09:05
Koovs Completes Strategic Partnership Agreement with HT Media
Further to its announcement on 18 June 2018, and as also set out in the circular posted to shareholders on 16 July 2018, Koovs plc (AIM: KOOV) is pleased to announce that it has completed its agreement for a £24.0m media deal (the "Agreement") with strategic partner HT Media Limited ("HT Media"), one of India's largest media companies and owner of the Hindustan Times. The agreement has been updated to be over a four year period rather than a two year period (as previously announced), and also in regards to the mix of shares and cash used to satisfy the deal (further detail set out below).
The Agreement will, in aggregate, provide Koovs with £24.0m of media and advertising services from HT Media. Pursuant to the Agreement, HT Media has agreed to subscribe for £17.1m (previously £16.8m) of new ordinary shares of 1p each in the capital of the Company ("Ordinary Shares"), and Koovs has agreed to commission further media and advertising services from HT Media for £6.9m (previously £7.2m) in cash.
The net effect of the Agreement is that, Koovs will acquire four £6.0m tranches of media from HT Media at yearly intervals over a four-year period. £4.28m of each installment will be satisfied by the issuance of new Ordinary Shares to HT Media, with the balance of £1.72m to be acquired by Koovs in cash.
So in layman terms over 4 tranches of 4 years (1 a year), Koovs will in total issue HT Media £17.1m worth of shares and pay them £6.9m in cash. The new conditions are that Koovs aren't tied into honoring this over 4 years as for example if they feel after 3 years and 3 tranches that they don't need anymore advertising then they've saved themselves circa £4.28m worth of share dilution and £1.72m cash.
As for who's going to pay for this advertising then we only need to find in total a max of £6.9m in cash and with the private buy in at 15p (over subscribed), and FLFL's buy in including their final £10 million at 15p then that brings us a total of circa £50 million in the bank.
If any "genuine" holders think differently then please let me know, thanks.