14 Apr 2014 17:10
14 April 2014
UBC Media Group plc
("UBC" or "the Company")
Update on progress of investment in Audioboo and proposed acquisition of 7digital
UBC Media Group (AIM: UBC), the multimedia content and services company today provides an update on its investment in Audioboo Limited ("Audioboo") and the progress of its proposed acquisition of 7digital Group Inc. ("7digital"). These transactions are part of the previously announced strategy to transform the company.
As part of this strategy, UBC has been seeking investment in its associate company, the fast growing audio social network platform Audioboo. As announced previously, UBC signed non-binding agreement in principle with One Delta plc ("One Delta"), a cash shell quoted on AIM, to acquire the entire issued and to be issued share capital of Audioboo in a potential all share transaction which would leave UBC with a significant stake in the enlarged group.
On 14 April UBC, along with Slovar Limited ("Slovar"), who together hold 78.86% of the issued share capital of Audioboo, have entered into irrevocable commitments to enter into a share sale agreement with One Delta on terms broadly consistent (unless otherwise agreed) with the non-binding agreement in principle announced on 17 March 2014 in respect of their entire holdings of shares in Audioboo. The irrevocable commitments entered into by each of Slovar and UBC will automatically terminate on 8 June 2014 if no agreement has been entered into for the sale of the entire issued share capital of Audioboo to One Delta on or before 8 June 2014.
As part of the transaction, One Delta has entered into a loan agreement with Audioboo pursuant to which it will make a loan of £150,000 (the "Loan") available to Audioboo (the "Loan Agreement"). The Loan Agreement has been entered into in the expectation that One Delta acquires the entire issued share capital of Audioboo before the end of June 2014. The Loan will be used by Audioboo to fund further technical infrastructure and user interface.
It is noted that the proposed acquisition of Audioboo is deemed to be a reverse take-over in accordance with the AIM Rules for Companies. Accordingly an admission document must be produced and One Delta's shareholders' approval obtained. Work on this is at an advanced stage and, subject to completion of certain regulatory and due diligence, the publication of the admission document is expected to be announced in the near future. There is no guarantee, however, that any negotiations in respect of Audioboo will lead to its acquisition.
Concurrently, as part of the strategy to transform the Company, UBC is in the process of acquiring 7digital, a leading global supplier of digital music services. UBC announced on 17 March 2014 that it had signed Heads of Terms with 7digital and expects to publish an admission document by May 2014. Progress towards that end remains on track and further updates will be made as and when required. In accordance with the AIM Rules for Companies, UBC's shares will remain suspended until the admission document is published or the Company confirms that the acquisition of 7digital is no longer taking place.
Enquiries:
UBC Media Group | 020 7453 1600 |
Simon Cole, Chief Executive | |
Chris Dent, Finance Director | |
finnCap | 020 7220 0500 |
Charlotte Stranner - Corporate Finance | |
Victoria Bates - Corporate Broking |
Powerscourt | 020 7250 1446 |
Giles Sanderson | |
Juliet Clarke |
Notes to Editors
About UBC Media Group
UBC is quoted on the London Stock Exchange's AIM market. UBC is a leading provider of digital content, software and mobile applications. The Group is the largest independent producer of radio programming for the BBC and a provider of entertainment programming to commercial radio stations throughout the UK. Its software division, Unique Interactive, is a global supplier of digital radio text and data services. www.ubcmedia.com
About Audioboo
Audioboo is a platform for mobile and social media that allows consumers to create and share audio and broadcasters to distribute content easily across social media platforms. Content partners include The BBC (which services multiple target channels), Sky News, talkSPORT, The Premier League, Wall Street Journal, ESPN, The Guardian, Mirror Group, Fox Sports and CNBC. Unique monthly listens have increased from five million to over 20 million, with approximately two million registered users at December 2013. Around 2,500 new posts are created every day by approximately 900 different content providers, each lasting an average of 135 seconds. www.audioboo.fm
About 7digital
7digital's core business is to simplify access to the world's music for its partners. By offering a proven, robust and scalable technology platform, coupled with comprehensive music rights, 7digital enables music innovation in the marketplace. Through www.7digital.com and 7digital branded mobile apps, 7digital also serves consumers directly through localised music download stores. More than 25 million songs from major and independent labels are offered in 20 countries. Established in 2004, 7digital employs more than 100 people, and is headquartered in London with offices in San Francisco, New York, Los Angeles, Luxembourg, Berlin and Auckland. 7digital powers services for many of the world's leading brands, including Samsung, BlackBerry, T-Mobile, HMV, McDonalds and Pure.