DCD.L Regulatory News (DCD)

21 Feb 2006 13:00

For immediate release: 21 February 2006 Digital Classics Plc ("Digital Classics" or the "Company") Trading Update, Result of EGM & Appointment of Directors Digital Classics is pleased to announce that, at the EGM of the Company heldthis morning, all the proposed resolutions were passed, including theresolutions that will permit the completion of the acquisition of Done andDusted Group Limited ("Done and Dusted"), believed to be the UK and Europe'sleading independent producer of pop and rock music event programming for TV andDVD.In his address to shareholders, Chief Executive of Digital Classics, Chris Hunt, made the following comments,"The acquisition of Done and Dusted follows two similarly high profileacquisitions at the end of last year, being the purchase of NBD Television, thepop music programme distributor and BOX TV, the major drama production house.The coming together today of these three companies with our existing operationsstands the enlarged group as Europe's pre-eminent independent producer anddistributor of arts, musical and dramatic television programming.I am delighted to note that the trading performance of both NBD Television andBox TV since their acquisition in December has been ahead of our expectations.NBD Television has benefited from new video-on-demand deals in the Far East andthe first territory sale of a high profile American television series for$500,000. Meanwhile, Box TV, following the success of its BBC New Yearproduction of Sweeney Todd, starring Ray Winstone, is in negotiations toproduce an ITV `Mini-Series' which may be valued at over ‚£2 million as well asa major BBC drama event - both projects are anticipated to be produced thiscalendar year, and are over and above the previously projected 2006 slate.The benefits of synergy between the subsidiaries are already being felt:Digital Classics Distribution and NBD Television are currently exploring anumber of cross-selling opportunities of each others' programmes to complementdeals that are being worked on at present and Digital Classics Distributionalso anticipates being able to distribute the new Box TV product. On theproduction side, both Box TV and Iambic Productions are co-developing a numberof projects. It is envisaged that the enlarged group, particularly in thedistribution area, will realise attractive cost savings resulting from theintegration of the acquired businesses."Simon Pizey, Managing Director of Done and Dusted, said,"I view the acquisition of our business by Digital Classics as the comingtogether of forces to build a much more substantial TV production anddistribution powerhouse. Whilst a great deal of time and effort has been spentbuilding D&D into the business it is today, to us this marks only the beginningof the next phase in our growth."Co-founder of Done and Dusted, Hamish Hamilton, added,"I look forward to working alongside the highly talented individuals at theenlarged Digital Classics group and to generating significant value on aworldwide scale."Notice of ResultsThe Company looks forward to publishing its interim results for the six monthsto 31 December 2005 on Monday 20 March 2006.Admission of Enlarged Share Capital and Change of NameApplication has been made for the enlarged issued ordinary share capital of2,963,315,714 shares, comprising the 1,313,096,484 existing shares, the721,875,000 consideration shares to be issued pursuant to the acquisition andthe 928,344,230 new shares to be issued pursuant to the placing, to be admittedto AIM. Admission is expected to become effective at 08h00 on 23 February 2006.These shares will rank pari passu with the existing ordinary shares of theCompany.Following Admission, the number of Ordinary Shares in issue will total2,963,315,714 Ordinary Shares.Although the resolution permitting the change of name was passed, this is notindicative that this will be actioned immediately. A further announcement willbe made in due course.Subscription for and issue of Loan NotesFurther to the ‚£4,000,000 in Loan Notes subscribed for and issued following theacquisition of NBD Television and Box TV, the Company can confirm that afurther ‚£2,500,000 were subscribed for and issued to satisfy the balance of thecash consideration under the Acquisition Agreement. The Loan Notes areconvertible into Ordinary Shares at a rate of 0.78p for each Ordinary Share,subject to adjustment, at the option of the Investors, being Highbridge CapitalLLC, Omicron Master Trust, Cranshire Capital L.P. and Iroquois Capital L.P.Appointment of DirectorsFollowing today's EGM, the Board is pleased to appoint Nicola Davies Williams,Director of NBD Television and Justin Thomson-Glover, Director of Box TV asExecutive Directors of Digital Classics Plc with immediate effect.Simon Pizey, Director of Done and Dusted, will also be joining the board ofDigital Classics in due course.Save for the declarations below, and the issue to Justin Thomson-Glover andNicola Davies Williams of options over 2,500,000 and 3,750,000 ordinary sharesat 0.8p per share respectively upon Admission, there are no updated disclosuresto be made in respect of the appointment of Justin Thomson-Glover and NicolaDavies Williams under rule 17 and under Schedule 2 paragraph (g) of the AIMrules.Justin Thomson-Glover (aged 38) and Nicola Davies Williams (aged 51) currentlyhold, and in the previous five years have held, the following directorships andare, or were, partners of the following partnerships:Justin Thomson-GloverCurrent directorships and Previous directorships and partnerships: partnerships: Box TV Limited Meredith Services Limited Box Film Limited Intermedia Film Equities Limited Box TV (S&L) Limited Gordian Productions Limited Box TV (Dice) Limited BoxRED Limited Pie Shop Productions Limited BoxRED Film Limited Box TV (Production) Limited Village Intermedia Pictures Limited Box TV (Boudicca) Limited If Only Production Services Limited Box Film Productions Limited Alexander Productions Limited Box Film Distribution Limited Intermedia Film Distribution Limited Box TV(Docs) Limited Box Film (Baker Street) Limited Box TV (Finance) Limited Box TV (Riverworld) Limited - Tessa Thomson-Glover Limited Box Work Limited Nicola Davies WilliamsCurrent directorships and partnerships: NBD Holdings Limited NBD Entertainment Limited NBD Pictures Limited NBD Television Limited CreaTVty Limited Definitions used in the AIM Admission Document, which was sent to Shareholderson 27 January 2006, have the same meanings when used in this announcement,unless the context requires otherwise.21 February 2006For further information please contact,Chris Hunt, Chief ExecutiveDigital Classics PlcTel. 020 7636 1400Ben Simons/Adam ReynoldsHansard CommunicationsTel. 020 7245 1100ENDDIGITAL CLASSICS PLC