11 Sep 2008 07:30
TV COMMERCE HOLDINGS PLC
NOTICE OF EGM
The Board of TV Commerce Holdings plc (the "Company") today announced that conditional on Shareholder approval it has agreed, inter alia, to:
raise £200,000, before expenses, by way of a conditional subscription for 1,000,000,000 New Ordinary Shares at 0.02p per share;
issue a warrant to subscribe for one New Ordinary Share (at an exercise price of 0.02p per New Ordinary Share) for every two Subscription Shares subscribed; and
Christopher Potts and Robert Quested (together the "Concert Party") have conditionally agreed, subject to Shareholder approval, to subscribe for, in aggregate 900,000,000 New Ordinary Shares (and attached warrants to subscribe for up to 450,000,000 New Ordinary Shares). The remaining 100,000,000 New Ordinary Shares (and warrants to subscribe for up to 50,000,000 New Ordinary Shares) are to be issued to Barnard Nominees Limited, on behalf of certain of its clients (none of whom have any connection with either member of the Concert Party).
In view of the size of the proposed shareholdings of the Concert Party in the Company following Admission, the Subscription would represent a change in control under the Takeover Code. This would require an offer to be made on behalf of the Concert Party to acquire the balance of New Ordinary Shares not owned by them pursuant to Rule 9 of the Takeover Code unless a waiver of this requirement is approved on a poll by independent holders of Existing Ordinary Shares at the EGM.
It is expected that, subject to the Resolutions being approved by holders of Existing Ordinary Shares and the Subscription Agreement becoming unconditional in all respects, dealings in the New Ordinary Shares to be issued pursuant to the Subscription will commence on or around 1 October 2008. Application will be made for the New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange.
TEMPORARY SUSPENSION:
The Company's shares remain suspended pending clarification of the Company's financial position. The suspension will continue until the Company completes a fundraising or an acquisition which constitutes a reverse takeover (as defined by the AIM Rules).
EXTRAORDINARY GENERAL MEETING:
A Circular has today been posted to Shareholders convening an Extraordinary General Meeting of the Company to be held at 12.30 p.m. on 30 September 2008 at the offices of Dowgate Capital Advisers Limited, 46 Worship Street, London EC2A 2EA and is available from the Company's website, www.tvcommerce.co.uk.
At the EGM the following ordinary resolutions will, if passed:
| 1. | approve the waiver granted in respect of Rule 9 of the Takeover Code; |
| 2. | approve the Subscription; |
| 3. | increase the Company’s authorised share capital; |
| 4. | authorise the Directors to allot relevant securities for the purpose of the Subscription, the issue of the Warrants, and generally up to an aggregate nominal value of £200,000; |
| 5. | (a) sub-divide each issued Existing Ordinary Share in the capital of the Company into 1 Deferred Share and 1 New Ordinary Share; and (b) sub-divide each unissued Existing Ordinary Share in the capital of the Company into 5 New Ordinary Shares; |
| 6. | amend the articles of association of the Company; and |
| 7. | authorise the Directors to allot equity securities otherwise than on a pre-emptive basis for the purpose of the Subscription, the issue of the Warrants, and generally up to an aggregate nominal value of £200,000. |
REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS:
The Proposals announced today include, inter alia, the Subscription and will provide the Company with the opportunity to carry out due diligence on potential investment opportunities that the Directors may identify in accordance with the Investing Strategy, for transaction costs and additional working capital.
Shareholders should note that following the Subscription their shareholding in the Company will be significantly diluted.
The Board believes that the Company has a viable future and is capable of creating shareholder value in the medium term if it can overcome its current funding needs and can grow by acquisition.
In the event the Proposals are not completed, the Board will consider its position in relation to the Subscription and in respect of the Company's current trading and working capital position but in the absence of the Subscription or proposed further funding being available, it is unlikely that the Company will be able to meet its liabilities as they fall due and may result in the Company becoming insolvent.
CAPITAL REORGINISATION:
Certain changes to the share capital of the Company are necessary in order to effect the Subscription. Under the Acts no share may be allotted fully paid at a discount to its nominal value. The nominal value of each Existing Ordinary Share is 0.1p and the Subscription Price is 0.02p per Subscription Share. Accordingly, to effect the issue of New Ordinary Shares at less than the present nominal value, it is proposed to subdivide and convert each issued Existing Ordinary Share of 0.1p into 1 New Ordinary Share of 0.02p each and 1 Deferred Share of 0.08p. This will result in 64,179,632 New Ordinary Shares and 64,179,632 Deferred Shares being in issue immediately following the Capital Reorganisation. As such, following the Capital Reorganisation, each Shareholder will have the same number of New Ordinary Shares as Existing Ordinary Shares held before the Capital Reorganisation.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS:
| | | 2008 |
| Date of the Circular | | 10 September |
| Latest time and date for receipt of completed Forms of Proxy to be valid at the EGM | | 12.30 p.m. on 28 September |
| Extraordinary General Meeting | | 12.30 p.m. on 30 September |
| Record date for the Capital Reorganisation | | 5.30 p.m. on 30 September |
| Admission and commencement of dealings in the New Ordinary Shares on AIM | | 1 October |
| Crest accounts credited for the Subscription Shares in uncertificated form | | 1 October |
| Despatch of definitive share certificates for the Subscription Shares in certificated form by not later than | | 8 October |
SUBSCRIPTION STATISTICS:
| Subscription Price | | 0.02p |
| Number of Existing Ordinary Shares in issue at the date of this document (immediately before the Capital Reorganisation) | | 64,179,632 |
| Number of New Ordinary Shares in issue immediately following the Capital Reorganisation (but prior to the Subscription) | | 64,179,632 |
| Number of Subscription Shares to be issued | | 1,000,000,000 |
| Enlarged Ordinary Share Capital | | 1,064,179,632 |
| Percentage of the Enlarged Ordinary Share Capital represented by the Subscription Shares | | 94.0 per cent. |
| Maximum percentage holding of the Concert Party of the Enlarged Ordinary Share Capital* | | 89.2 per cent. |
| Number of Warrants in issue immediately following Admission | | 500,000,000 |
| Market capitalisation of the Company at the Subscription Price immediately following Admission | | £212,826 |
| Gross proceeds of the Subscription | | £200,000 |
| Estimated net proceeds of the Subscription | | £144,000 |
| Vince Stanzione, CEO | | TV Commerce Holdings plc | | Tel: 013 4484 5000 |
| David Newton/Aaron Smyth, Nominated Adviser | | Dowgate Capital Advisers Ltd | | Tel: 020 7492 4777 |
| Neil Badger, Broker | | Dowgate Capital Stockbrokers Ltd | | Tel: 012 9351 7744 |