Audioboom Grp. Regulatory News (BOOM)

3 December 2013

One Delta plc

 (the "Company")

Notice of AGM and EGM

The Company announces that it has posted a notice of extraordinary general meeting along with the notice of annual general meeting to shareholders in the Company ("Shareholders").

Reasons for General Meeting

One Delta Limited ("ODL"), the business of which the Company owns approximately 51 per cent. of the issued share capital, has still not generated any meaningful sales or revenue. It continues to pursue commercial opportunities but the sole manufacturer of the recycled-plastic sheet used by ODL in the manufacture of its products recently entered administration. Its situation has therefore become more challenging in the short-term.

Accordingly, while continuing to support ODL, the Board believes it would be in the best interests of Shareholders to widen the business scope of the Company and to consider whether there are any other opportunities available which may increase Shareholder value. The Company has received a limited number of approaches over the last six months from third parties interested in obtaining a listing. None of these approaches has progressed beyond initial discussions but the Board believes the Company might be of interest to other parties in the future.

As such, the Company is seeking authority to issue ordinary shares on a non-pre-emptive basis which is significantly larger than is typically obtained. This is to allow the Company flexibility to undertake a future fundraising without recourse to Shareholders, should the opportunity present itself. The authority relates to 300,000,000 ordinary shares, which is 9.5 times that of the current issued share capital of 31,574,356 Ordinary Shares.

The Board also believes a fundraising of this size, if achieved, will make the Company more attractive to parties interested in obtaining a listing and that the proposed expansion of its business strategy more accurately reflects the experience and expertise of the Board and certain of its Shareholders.

Furthermore, should such a fundraising proceed but the Company is not able to secure a suitable opportunity or opportunities pursuant to its revised business strategy (set out below), the Board will propose the orderly sale of the Company's assets and its liquidation at or before its annual general meeting in 2015.

Proposed expansion of business strategy

Due to the recent change in the likely trading prospects of ODL, the Board has decided to broaden its business and investment strategy to consider alternative opportunities to increase Shareholder value. As such, the Company is proposing to consider investigating and making investments in technology and media companies and/or assets where the Directors believe there are opportunities for growth which, if achieved, will be earnings enhancing for Shareholders.

Such investments may result in the Company acquiring the whole or part of a company or project, and may include the Company taking strategic equity stakes in both public and private companies.

The Company's investments may take the form of equity, debt, conversion of debt owed to the Company into equity, convertible instruments, options or other financial instruments as the Directors deem appropriate.

The Company intends to target opportunities which the Directors believe would benefit from further investment, the expertise of the Directors and certain of the Company's Shareholders and access to the UK's capital markets. There is no limit on the number or size of companies into which the Company may invest.

The Directors believe that their broad collective experience in the areas of acquisitions, accounting, corporate and financial management and the technology and media sectors will enable the Company to achieve its strategic objective.

Annual General Meeting

Along with the notice of extraordinary general meeting the Company has also posted a notice of annual general meeting to Shareholders dealing with the re-election of Directors, re-appointed of the auditors and approval of the annual report and accounts for the year ended 30 November 2012.

The Board has sent out a circular containing the notice of extraordinary general meeting to be held on 18 December 2013 at 10.00 a.m. at which the Proposals will be considered and Shareholders will be asked to approve the resolutions set out in the notice of the extraordinary general meeting. In addition, a notice of annual general meeting of the Company to be held on 18 December 2013 at 9.30 a.m. to consider the resolutions set out in the notice of the annual general meeting.

Copies of the circular and notice of annual general meeting are available from the Company's website, www.onedeltaplc.com.

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