Catalyst Media Regulatory News (CMX)

5 Aug 2005 09:30

Catalyst Media Group PLC05 August 2005 For immediate release5 August 2005 Catalyst Media Group plc Proposed acquisition of Alternateport Limited Proposed placing of 425,000,000 new ordinary shares of 1p each at 4p per share Admission to trading on AIM Notice of Extraordinary General Meeting Certain definitions apply throughout the following announcement and yourattention is drawn to the table at the end of this announcement where thesedefinitions are set out in full. Highlights • Proposed acquisition of the entire issued share capital of Alternateport, whose sole asset is 20 per cent. of the issued share capital of Satellite Information Services, for £23 million payable in cash. SIS is the leading provider of live television pictures, data display services and broadcast services for horse and greyhound racing to the licensed betting industry in the UK and Ireland. With over 18 years of expertise in the industry, SIS provides its services to the majority of licensed betting offices ("LBOs") in the UK and Ireland, which are its principal markets, and also provides its services in many other territories in Europe, the Caribbean, South Africa, the Middle East and Sri Lanka. SIS has the right to distribute live coverage of approximately 28,000 horse and greyhound races a year to approximately 9,500 LBOs in the UK, Ireland, the Isle of Man and the Channel Islands. • In the year ended 31 March 2004, SIS achieved a turnover of £110.4 million, a profit before tax of £14.9 million and a net profit after taxation of £10.3 million. SIS has, in the recent past, had a policy of declaring a dividend every four years. The most recent dividend declared in respect of the financial year ended 31 March 2003, was £29.9 million. At 31 March 2004, SIS had net assets of £7.7 million. • Proposed placing to raise approximately £14.8 million (net of expenses) by way of the issue of 425,000,000 new ordinary shares at 4p per share. The proceeds of the Placing, together with £11.75 million provided by way of the proceeds of the issue by Catalyst Media Holdings of the Deep Discounted Bond will provide the financing, inter alia, for the Acquisition and provide working capital for the Enlarged Group. • Strand Partners is acting as Nominated Adviser to the Company and Evolution is acting as Broker. Enquiries, please contact:Catalyst Media Group plcPaul DuffenTel: 020 7927 6699 Strand PartnersSimon Raggett/James Harris/Angela PeaceTel: 020 7409 3494 EvolutionTom Price/Gina GibsonTel: 020 7071 4300 This announcement does not constitute, or form part of, any offer or invitationto sell, allot or issue, or any solicitation of any offer to purchase orsubscribe for, any securities, nor shall it (or any part of it) or the fact ofits distribution form the basis of, or be relied upon in connection with, or actas any inducement to enter into, any contract or commitment for securities,which should only be made on the basis of information contained in the admissiondocument issued in connection with the Proposals. This summary should be read in conjunction with the full text of thisannouncement below. Strand Partners, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as nominated adviser for Catalyst and no one elsein connection with the Proposals and will not be responsible to anyone otherthan Catalyst for providing the protections afforded to customers of StrandPartners, or for providing advice in relation to the Proposals. Evolution, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as broker for Catalyst and no one else in connection withthe Proposals and will not be responsible to anyone other than Catalyst forproviding the protections afforded to customers of Evolution, or for providingadvice in relation to the Proposals. Strand Partners has approved the contents of this announcement solely for thepurpose of section 21 of the Financial Services and Markets Act 2000. Theprincipal place of business of Strand Partners is 26 Mount Row, London W1K 3SQ. Not for release, publication or distribution in whole or in part in or into theUnited States, Canada, Australia, Japan or the Republic or Ireland Proposed acquisition of Alternateport Proposed placing of 425,000,000 Placing Shares at 4p per share Unaudited interim results for the six months ended 30 April 2005 Admission to trading on AIM IntroductionThe Board announces that the Company, through its subsidiary, Catalyst MediaHoldings, has today conditionally agreed to acquire the entire issued sharecapital of Alternateport, a company whose sole asset is 20 per cent. of theissued share capital of Satellite Information Services, for £23 million payablein cash on Completion. In order to provide the necessary finance for the Acquisition and workingcapital for the Enlarged Group, the Company is raising £17.0 million through thePlacing. Accordingly, the Company has also announced today that it proposes toraise £14.8 million (net of expenses) through the issue of 425,000,000 PlacingShares at 4p per share (which will represent 68.1 per cent. of the EnlargedShare Capital and 61.6 per cent. of the Fully Diluted Share Capital uponAdmission). As agent for the Company, Evolution has, subject to the terms of thePlacing Agreement, conditionally placed all of the Placing Shares withinstitutional and other investors. The balance of the finance for theAcquisition will be provided by the proceeds of the issue by Catalyst MediaHoldings of the Deep Discounted Bond to Eureka who will subscribe £11.75 millionfor secured bonds. Following Completion the issued share capital of CatalystMedia Holdings will be owned as to 80 per cent. by Catalyst and 20 per cent. byEureka. In view of its size, the Acquisition constitutes a Reverse Takeover and isconditional, inter alia, on the approval of shareholders, which is to be soughtat the Extraordinary General Meeting. Shareholders should be in no doubt as tothe importance of the Proposals to the future of the Group. The Company has beenreliant on the continuing support of its substantial shareholders since November2004. Accordingly, the Directors believe that the Placing is an essential steptowards restoring the Company to a secure financial position. The Acquisitionand the Placing are conditional upon the other proceeding. If the Acquisitionand Placing do not proceed for whatever reason, the Company would need toattempt to raise further funds on account of both its existing indebtedness andits further working capital requirements. However, the Board does not believethat such funds could be raised on acceptable terms, if they could be raised atall. If such funds could not be raised, the Board would have to considerurgently alternative courses of action, such as cessation of trading by theGroup or the initiation of insolvency procedures, in which event the Companywill be delisted from trading on AIM. The Board has also announced separately today the Company's audited results forthe financial year ended 31 October 2004, which are being posted to shareholderstoday and the Company's unaudited interim results for the six months ended 30April 2005. Background to and reasons for the AcquisitionCatalyst is a media company which exploits rights and licences to moving imagecontent and markets it to business, educational and consumer audiences. Itssubsidiary, Global Media Services, provides technology which enables bothCatalyst and third parties to exploit video intellectual property rights ownedboth by third parties and by Catalyst. GMS's expertise includes encoding,digital rights management, content management, messaging, transaction processingand clearing. Another of Catalyst's subsidiaries, Betelgeuse, is an independentprogramme maker and post production facilities company. GMS and BPI wereacquired by Catalyst in September 2003 and March 2004 respectively and togetherallow the Group to develop digital solutions for content management, storage anddistribution. SIS's primary business is that of transmitting live video, audio and data from58 of the UK's 59 race courses and many overseas courses to most of the UK's andIreland's licensed betting offices ("LBOs"). SIS has entered into agreementswhereby it has the right to transmit live horseracing to LBOs. Races in the UKare transmitted by SIS via a satellite feed to LBOs as part of a fullyintegrated service providing betting opportunities for the customers of the LBO.SIS also transmits other sporting data, such as greyhound racing. As a content enabler and rights owner, the Directors believe that Catalyst iswell positioned to take advantage of the growth in digital distribution, inparticular via broadband. The Directors believe that the acquisition ofAlternateport, with its 20 per cent. interest in SIS, should provide the Companywith the opportunity to apply its digital distribution expertise to the majormarkets of horse and greyhound racing. The Directors believe that significant opportunities exist for Catalyst to workwith SIS to introduce broadband distribution in conjunction with SIS's existingsatellite distribution infrastructure. In addition to the benefits that may arise by applying Catalyst's technologicalexpertise to SIS, the Directors consider that SIS itself is well-positioned inthe licensed betting market. The UK currently has approximately 8,200 LBOs andthe total value of bets placed in LBOs in the UK in the year ended 31 December2003 was estimated to be £8.4 billion. Following completion of the Acquisition,as a 20 per cent. shareholder in SIS, the Directors believe that Catalyst willbe set to benefit from any growth in the licensed betting market. Information on CatalystCatalyst is a media company with a broad range of activities focused on thedistribution of audio-visual content using Internet Protocol technology. The Group's revenues come from consumers as well as the professional andcorporate markets. The Group is a rights holder in television, music and filmcontent, which it distributes via broadband and wireless platforms. The Groupdistributes programming both directly to consumers via one of its sixvideo-on-demand ("VOD") streaming channels or indirectly via distributionpartners, Internet Service Providers ("ISPs"), VOD service providers or contentaggregators. In addition to distributing its own licensed content, the Group provides thetechnical and marketing services to enable media partners to earn revenues fromthe online distribution of proprietary programming. In the professional video clips re-licensing market, Catalyst uses interactivityto add value to the marketing and distribution of clips for use in newtelevision, film and advertising productions. A number of the world's leadingmedia companies are Catalyst's partners in its re-licensing activities. Through GMS, the Group provides an extensive range of technical services toenable the online distribution of audio-visual content. GMS's clients includenot just media companies but organisations in private industry reflecting theincreasing use of video streaming and download technology for marketing andcorporate communications. In more "traditional" media, the Group is a producer of television programmesand provider of post-production services to television networks. This followsthe acquisition of New York-based BPI in March 2004. Following Completion, the current financial year of Catalyst will be extended to31 March 2006. Information on SIS and AlternateportSIS provides bookmakers with live television pictures, data display systems andbroadcast services. SIS has over 18 years of expertise in the industry and nowprovides its services to the majority of LBOs in the UK and Ireland, as well asin many territories in Europe, the Caribbean, South Africa, the Middle East andSri Lanka. SIS has the right to distribute live coverage of approximately 28,000horse and greyhound races a year. SIS also produces At The Races, a channel onthe Sky digital platform. In the year ended 31 March 2004, SIS achieved a turnover of £110.4 million, aprofit before tax of £14.9 million and a net profit after taxation of £10.3million. SIS has, in the recent past, had a policy of declaring a dividend everyfour years. The most recent dividend declared in respect of the financial yearended 31 March 2003, was £29.9 million. At 31 March 2004, SIS had net assets of£7.7 million. Alternateport, a subsidiary of UBM, is a company which does not trade and whosesole asset is 20 per cent. of the issued ordinary share capital of SIS. In the year ended 31 December 2004, no income arose on Alternateport'sinvestment in SIS as no dividend was declared by SIS during the period andAlternateport recorded a retained loss of £6.0 million, having distributed, byway of dividend, £6.0 million of retained profits, reflecting the dividendsreceived from SIS in the prior year. At 31 December 2004, its net assets stoodat £6.7 million. Information on Catalyst Media HoldingsCatalyst Media Holdings is a new subsidiary established solely for the purposesof the Acquisition and is wholly owned by Catalyst. Under the terms of theShareholders' Agreement, Catalyst will subscribe £11.25 million for 79 A sharesin Catalyst Media Holdings, the proceeds of which will provide finance for theAcquisition. The A shares will represent 80 per cent. of the issued sharecapital of Catalyst Media Holdings. Eureka will subscribe £20 for 20 B shares inCatalyst Media Holdings which will represent 20 per cent. of the issued sharecapital of Catalyst Media Holdings. Catalyst also has the right, at any time, to buy out Eureka's B shares inCatalyst Media Holdings in certain circumstances for a consideration calculatedby reference to a multiple of SIS's EBITDA, subject to a minimum considerationof £4.6 million. The Shareholders' Agreement provides that if the aggregate amount of alldividends declared or paid by SIS during the period of 18 months from Completionis less than £50 million then Catalyst has an option to place Catalyst MediaHoldings in funds so as to enable it to repay all outstanding amounts under theDDB. If such dividend is £50 million or more but amounts are still outstandingpursuant to the DDB on the fifth anniversary of Completion then Eureka mayrequire that Catalyst place Catalyst Media Holdings in funds so as to enable itto repay all outstanding amounts under the DDB. If Catalyst fails to provide the funding referred to above or does not exerciseits buy-out option within five years and three months of Completion, then Eurekashall be entitled to market for sale either of Alternateport or Alternateport'sshares in SIS. The Shareholders' Agreement provides that any dividends received from SIS are tobe applied in repayment of the bonds issued under the DDB until all such bondshave been repaid in full. Eureka is an investment company registered in the Cayman Islands, the assets ofwhich are managed by Marshall Wace LLP, a UK authorised and regulated investmentmanager. Principal terms of the AcquisitionPursuant to the Acquisition Agreement, the Company, through its subsidiary,Catalyst Media Holdings has conditionally agreed to acquire the entire issuedshare capital of Alternateport from a subsidiary of United Business Media plcfor a consideration of £23 million payable in cash on Completion. The Acquisition Agreement is conditional, inter alia, upon the existingshareholders of SIS (other than Alternateport) waiving their pre-emption rightsarising as a result of the Acquisition, the passing of resolution 1 to beproposed at the Extraordinary General Meeting, both the Placing Agreement andthe DDB becoming unconditional in all respects (save as to Admission) andAdmission itself. It is expected that Admission will take place on 2 September2005. Details of the PlacingThe Company proposes to raise approximately £14.8 million (net of expenses) byway of the issue of 425,000,000 Placing Shares at the Placing Price. Theproceeds of the Placing, together with the proceeds from the issue of the bondsunder the DDB, will be applied to provide the financing for the Acquisition, toprovide working capital for the Enlarged Group, to repay the Reef SecuritiesLoan and to meet the costs associated with the Acquisition and the Placing. Asagent for the Company, Evolution has, subject to the terms of the PlacingAgreement, agreed to use reasonable endeavours to procure subscribers for thePlacing Shares. The Placing Agreement is conditional, inter alia, on the Acquisition Agreementand the DDB having become unconditional in all respects subject only to thepayment of the consideration due on Completion and to Admission. The Placing Shares will rank pari passu in all respects with the ExistingOrdinary Shares. Orderly market arrangementsCertain of the Directors and shareholders have entered into orderly marketarrangements with the Company, details of which are set out in the AdmissionDocument. Deep Discounted BondUnder the Deep Discounted Bond, Eureka has conditionally agreed to subscribe£11.75 million for secured deep discounted bonds issued by Catalyst MediaHoldings. The 2008 bonds are redeemable as to approximately £10.6 million in2008 and £6.0 million in 2010, provided that Catalyst Media Holdings may repayall or any part of the bonds at any time. The DDB will be secured on the assets of Catalyst Media Holdings andAlternateport, including Alternateport's shareholding in SIS. BoardAt Completion, due to his role as chief executive of SIS, David Holdgate willresign from the Board and Michael Rosenberg will become Chairman. In addition,Anna Goodsell will be appointed as Finance Director of the Company atCompletion. Immediately following Completion, the Board will comprise: Michael Samuel Rosenberg, OBE (Non-executive Director and Chairman), aged 66Michael started his career at Samuel Montagu & Co. Limited, the merchant bank,in 1957 before joining its board in 1971. In 1974 he co-founded AlliedInvestments Limited, an international healthcare group. He was a foundingdirector and shareholder of TVam, the breakfast channel and has been a directorof David Paradine Limited, the holding company for Sir David Frost's businessinterests, since 1974. Between 1989 and 1999, Michael was a director andsubsequently the chairman of Raphael Zorn Hemsley Holdings plc, now NumisCorporation plc. He has been the chairman of Pilat Media Global plc, a mediasoftware company quoted on AIM, since 2002. Michael is the former chairman ofthe UK Trade and Investment's Committee on Trade with Hong Kong and is a memberof the China Britain Business Council. He is a founding shareholder and thechairman of Umedco (Far East) Limited and SRK Ventures Limited, both involved intrade with Hong Kong and China. He is also a non-executive director of DoriMedia Group Ltd, a TV production company based in Israel and listed on AIM. Paul Jeremy Duffen (Chief Executive Officer), aged 47Paul co-founded Catalyst in October 1999 with Barry Llewellyn. Paul started hiscareer with Procter and Gamble in 1976 in a sales and marketing role andsubsequently joined distribution company P J Holloway (Sales) Ltd (1981 to1988), where he was appointed Marketing Director and played a key role in thesale of the business in 1985 to Browne and Tawse plc. He has since held theposition of Managing Director of two private companies and started his ownconsultancy business in 1993. In 1998 he joined forces with Barry Llewellyn toconcentrate on the internet and broadcast sectors. Barry John Llewellyn (Marketing Director), aged 44Barry is a co-founder of Catalyst with Paul Duffen. He is a non-executivedirector of Blink TV, a joint venture he established with Trinity Mirror plc. Heworked for 16 years in the television industry, including eight years with MTV,where he specialised in advertising and sponsorship. In 1993, he was part of thelaunch team of VH-1 in the UK and subsequently became a founder member ofCapital Media Inc., a NASDAQ quoted company. Anna Marie Goodsell (Finance Director), aged 30Anna joined the Company in June 2004 as Financial Controller having previouslybeen Group Finance Manager for Starbucks Coffee Company UK Limited. Annaqualified with Arthur Andersen in 2000. Sir David Paradine Frost, OBE (Non-executive Director), aged 66Sir David is a renowned worldwide broadcaster and interviewer. Sir David Frost'sawards include an Emmy for The David Frost Show, two Royal Television SocietySilver Medals, a Richard Dimbleby Award and a Golden Rose of Montreux as well asa BAFTA Fellowship in May 2005. His experience in the broadcasting world is amajor asset for the Company. It is proposed that following Completion, Paul Duffen will join the board of SISas a non-executive director. Catalyst Media Holdings will receive £20,000 perannum in respect of Paul Duffen's appointment. Admission, settlement and dealingsApplication will be made to the London Stock Exchange for the Existing OrdinaryShares and the New Ordinary Shares to be admitted to trading on AIM. It isexpected that Admission will become effective and that dealings on AIM in theExisting Ordinary Shares and the New Ordinary Shares will commence on 2September 2005. The Existing Ordinary Shares settle through CREST. Accordingly, settlement oftransactions in the Enlarged Share Capital following Admission will take placewithin CREST. Share Option Plan and EMI SchemeThe Company adopted a share option scheme on 22 May 2000. The Company adopted the EMI Scheme on 4 August 2005 so as to provide a more taxefficient incentive plan for its senior management and employees. Options over Ordinary Shares under the EMI Scheme have been granted at thePlacing Price, conditional on Completion, as follows: Paul Duffen 15,604,515Barry Llewellyn 1,560,451Anna Goodsell 3,120,903 Vesting of certain of these options is subject to satisfaction of performancecriteria related to an increase in the share price of Catalyst. In addition, in recognition of the time and effort that have been devoted to theCompany over the year, Sir David Frost and Michael Rosenberg have been granted1,248,361 and 2,496,722 options respectively under the Share Option Plan, ineach case at the Placing Price. Dividend PolicyThe Company's dividend policy will be under review in light of the progress ofthe Enlarged Group and the availability of distributable reserves. Current Trading and ProspectsThe Company today announced its audited results for the financial year ended 31October 2004 and its unaudited interim results for the six months ended 30 April2005. In the financial year ended 31 October 2004, Catalyst reported a loss after taxof £5.41 million on increased turnover of £7.04 million, compared with a lossafter tax in the prior year of £6.32 million on turnover of £0.26 million. Thesignificant increase in turnover was primarily as a result of the acquisition ofBetelgeuse which contributed £6.25 million of revenues. During the six month period ended 30 April 2005 Catalyst achieved a turnover of£1.87 million (six months ended 30 April 2004: £1.66 million) and a loss aftertax of £1.43 million (six months ended 30 April 2004: £0.71 million). As at 30April 2005 Catalyst had net liabilities of £0.01 million. Further information on Catalyst's current trading and prospects is contained inthe statement accompanying the unaudited interim results for the six monthsended 30 April 2005 and in the preliminary results in respect of the financialyear ended 31 October 2004 announced today. Extraordinary General MeetingIn order to give effect to the Acquisition and to approve the other elements of the Proposals, an extraordinary general meeting of the Company is being convened for 10.05 a.m. (or as soon thereafter as the Annual General Meeting convened for 10.00 a.m. has been concluded or adjourned) on 30 August 2005. Recommendation and irrevocable undertakingsThe Directors (other than David Holdgate) believe the Proposals to be in the best interests of the Company and its shareholders as a whole. David Holdgate, who is also a director of SIS, has refrained from giving an opinion on the Acquisition. Accordingly, your Directors (other than David Holdgate) unanimously recommend shareholders to vote in favour of the resolutions, as they intend to do in respect of their beneficial shareholdings amounting to 22,091,453 Ordinary Shares (representing 11.6 per cent. of the Existing Ordinary Shares). The Directors, together with certain institutional and other shareholders holding 122,920,001 Ordinary Shares (representing 64.67 per cent. of the Existing Ordinary Shares), have irrevocably undertaken to vote in favour of resolution 1 to approve the Acquisition which, when aggregated with the Ordinary Shares held by the Directors, represents 76.27 per cent. of the Existing Ordinary Shares. Admission DocumentThe Admission Document, setting out details of the Proposals and including a notice of the EGM, will be posted to Shareholders today. A copy of the Admission Document is available from today at the offices of Catalyst, 5th Floor, Portland House, 4 Great Portland Street, London W1W 8QJ for a period of one month. Expected Timetable of Principal Events 2005Publication date of the Admission Document 5 August Latest time and date for receipt of forms of proxy 10.05 a.m. on 28 August Extraordinary General Meeting 10.05 a.m. on 30 August* Payment to be received from Placees in cleared funds 1 September Completion of the Acquisition 2 September Admission to trading on AIM of the Existing Ordinary Shares and 2 Septemberthe Placing Shares CREST stock accounts credited in respect of the Placing Shares (as 2 Septemberapplicable) Certificates in respect of the Placing Shares (as applicable) 9 Septemberdespatched by * or as soon thereafter as the Annual General Meeting convened for 10.00 a.m.has been concluded or adjourned. Definitions The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Acquisition" the conditional acquisition of the entire issued share capital of Alternateport by Catalyst Media Holdings pursuant to the Acquisition Agreement "Acquisition the conditional agreement dated 5 August 2005 between (1) the Agreement" Vendor (2) Catalyst Media Holdings (3) the Company and (4) Vavasseur International Holdings SARL "Act" the Companies Act 1985 (as amended) "Admission" the effective admission of the Existing Ordinary Shares and the New Ordinary Shares to trading on AIM in accordance with the AIM Rules "Admission this admission document compiled in accordance with theDocument" Regulations and the AIM Rules "AIM" the AIM Market of the London Stock Exchange "AIM Rules" the rules governing the admission to and operation of AIM as published by the London Stock Exchange from time to time "Alternateport" Alternateport Limited (registered in England and Wales under company number 4120286) "Annual General the annual general meeting of the Company convened for 10.00Meeting" a.m. on 30 August 2005 "Betelgeuse" or Betelgeuse Productions LLC (registered in New York, USA)"BPI" "Board" or the directors of the Company"Directors" "Catalyst Media Catalyst Media Holdings Limited (a subsidiary of the CompanyHoldings" with registered number 5483806) "Company" or Catalyst Media Group plc"Catalyst" "Completion" completion of the Acquisition Agreement in accordance with its terms "Deep Discounted the deep discounted bond deed relating to £10,648,000 millionBond" or "DDB" secured deep discounted bonds due 2008 and £6,039,413 secured deep discounted bonds due 2010 to be issued by Catalyst Media Holdings to Eureka at Completion "EBITDA" earnings before interest, taxation, depreciation and amortisation "EMI Scheme" the enterprise management incentive scheme of the Company "Enlarged the Company, its subsidiaries and AlternateportGroup" "Enlarged Share the entire issued ordinary share capital of the Company onCapital" Admission "Eureka" the Eureka Interactive Fund Limited "Evolution" Evolution Securities Limited "Existing the Ordinary Shares in issueOrdinaryShares" "Extraordinary the extraordinary general meeting of the Company convened forGeneral 10.05 a.m. on 30 August 2005 (or as soon thereafter as theMeeting" Annual General Meeting has been convened or adjourned), and any adjournment thereof "Fully Diluted the Enlarged Share Capital and assuming full exercise of allShare Capital" outstanding warrants and options, the issue of shares in lieu of royalty payments and conversion of the Notes under the Loan Note Instrument "Global Media Global Media Services Acquisition Corporation (registered inServices" or Delaware, USA)"GMS" "Group" Catalyst Media Group plc and its subsidiaries at the date hereof "Loan Note the loan note instrument entered into by the Company on 20Instrument" February 2003 "London Stock London Stock Exchange plcExchange" "New Ordinary the Placing Shares and the 8,750,000 new Ordinary Shares to beShares" issued to Strand Partners pursuant to the Placing Agreement "Notes" the £160,000 6 per cent. convertible secured loan notes 2006 issued by the Company under the Loan Note Instrument "Ordinary ordinary shares of 1p each in the capital of the CompanyShares" "Placees" each of the persons to whom Placing Shares are issued pursuant to the Placing "Placing" the conditional placing by Evolution of the Placing Shares at the Placing Price pursuant to the Placing Agreement "Placing the conditional agreement dated 5 August 2005 between (1) theAgreement" Company, (2) the Directors and Anna Goodsell, (3) Strand Partners and (4) Evolution "Placing Price" 4p per Placing Share "Placing the new Ordinary Shares which are to be issued by the CompanyShares" pursuant to the Placing "Proposals" the proposals set out in this announcement including the Placing and the Acquisition "Reef" Reef Securities Limited "Reef Securities the loan of £450,000 by Reef Securities Limited, a companyLoan" which is wholly owned by Steven Smith "Regulations" the Public Offers of Securities Regulations 1995 (as amended) "Resolution" the special resolution to be proposed at the Extraordinary General Meeting "Reverse an acquisition by the Company which constitutes a reverseTakeover" takeover (as defined in the AIM Rules) "Share Capital" the entire issued ordinary share capital of the Company "Share Option the Newsplayer Group PLC 2000 Share Option SchemePlan" "Shareholders' the options and shareholders' agreement dated 5 August 2005Agreement" between (1) Catalyst (2) Eureka and (3) Catalyst Media Holdings "SIS" or Satellite Information Services (Holdings) Limited (registered"Satellite in England and Wales under company number 01939932)InformationServices" "Strand Strand Partners Limited (registered in England and Wales underPartners" company number 02780169) "subsidiary" shall have the meaning given to that phrase in section 736 of the Act "UBM" United Business Media plc "UK" the United Kingdom of Great Britain and Northern Ireland "UK Listing the Financial Services Authority acting in its capacity as theAuthority" competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "Vendor" Dragontown Limited (registered in England and Wales under company number 5463907) This information is provided by RNS The company news service from the London Stock Exchange