Last checked at 14 Apr 2014 16:34
One Delta plc
("One Delta" or the "Company")
Update on proposed acquisition
Loan agreement
Acquisition update
On 17 March 2014, at the same time as its equity fundraise, the Company announced that it had reached a non-binding agreement in principle for the acquisition of Audioboo Limited, a social media audio platform.
The proposed acquisition of Audioboo Limited ("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 shareholders` approval obtained. Work on this is at an advanced stage and, subject to completion of certain regulatory and due diligence work, is expected to be announced in the near future.
The Company has obtained irrevocable commitments from Slovar Limited ("Slovar") and UBC Media Group Plc ("UBC"), who together hold 78.86% of the issued share capital of Audioboo, to enter into a share sale agreement with the Company 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 the Company on or before that date.
Loan Agreement
The Company 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 provides for an unsecured, interest free, loan of £150,000 to Audioboo, the proceeds of which will be used by Audioboo to fund further development of its technical infrastructure and user interface. The initial term of the Loan is one year unless the acquisition of Audioboo is not completed by the end of June 2014 in which case the term of the Loan will be extended to 18 months or shortened so that it becomes repayable on 1 August 2014 depending on the cause of the acquisition not proceeding.
The Loan Agreement has been entered into in the expectation that the Company acquires the entire issued share capital of Audioboo before the end of June 2014.
One Delta Chairman, Roger Maddock, commented:"We have made significant progress on the acquisition of Audioboo and I am pleased to make a loan which will help accelerate our ambitious plans to develop Audioboo's social media platform."
Enquiries:
One Delta plc
Roger Maddock, Chairman 01534 753 400
Roger King, Director
Sanlam Securities UK, nominated adviser and broker
Virginia Bull/Simon Clements/Catherine Miles 0207 628 2200
Walbrook PR
Paul McManus, Bob Huxford 0207 933 8780