EVRH.L Regulatory News (EVRH)

iPoint-media plc

("iPoint" or the "Company")

Publication of Circular & Notice of General Meeting

iPoint-media Plc announces today that it proposes to undertake a capital reorganisation, adopt the new articles and adopt a new investing policy. The Company is also proposing to change its name to Armstrong Ventures Plc (the "Proposals").

Consequently, the Company has today issued a circular to Shareholders, together with a notice convening a General Meeting, setting out the background to and the reasons for the Proposals and where appropriate seeking Shareholders' approval. The General Meeting will be held at 12.30 p.m. on 19 July 2012 at the offices of Libertas Capital Corporate Finance Limited, 17c Curzon Street, London, W1J 5HU.

Rivington Street Corporate Finance, the Company's Joint Broker, has placed £250,000 of zero coupon secured loan notes which are convertible into New Ordinary Shares in the Company (the "Placing"). The conversion is conditional on the Company undertaking the capital reorganisation, which is subject to Shareholders' approval. It is intended that conversion of all the secured loan notes will take place immediately following the capital reorganisation, and the secured loan notes will convert into new shares reflecting 81.2% of the enlarged, and fully diluted, share capital of the Company.

The proceeds of the Placing will be used to fund approximately £46,000 payment due to creditors, including the Directors of the Company, and to provide the Company with additional capital to allow it to fulfil its new investing policy.

It is proposed that, should the Proposals be approved, Simon Marks and Robert Hayim will resign as Directors with immediate effect following the conclusion of the General Meeting and new directors will join the Board in their place.

The following resolutions will be proposed at the Company's General Meeting:

Resolution 1, which will be proposed as an ordinary resolution, seeks approval for the proposed Investing Policy.

Resolution 2, which will be proposed as an ordinary resolution, seeks approval for the subdivision of each Existing Ordinary Share into 1 New Ordinary Share and 1 New Deferred Share.

Resolution 3, which will be proposed as an ordinary resolution, seeks to grant the directors of the Company authority to allot New Ordinary Shares in the capital of the Company up to the nominal amount of £200,000.

Resolution 4, which will be proposed as a special resolution, seeks approval to change the name of the Company to Armstrong Ventures Plc.

Resolution 5, which will be proposed as a special resolution, seeks approval for the adoption of the New Articles and the creation of the New Deferred Shares.

Resolution 6, which will be proposed as a special resolution, seeks to dis-apply the statutory pre-emption rights over New Ordinary Shares authorised for allotment pursuant to Resolution 3.

Resolution 7, which will be proposed as a special resolution, seeks approval for the acquisition by the Company of all the New Deferred Shares for an aggregate consideration of £0.01.

Each of the Resolutions is conditional on each of the other Resolutions being passed.

A copy of the circular, notice and form of proxy will be available on the Company's website at www.ipoint-media.co.uk.

The letter from Simon Marksand Robert Hayim, Non-Executive Directors of the Company, which is included in the notice of the General Meeting, is set out below. Save where capitalised terms are expressly defined in this announcement, all words and phrases defined in the Circular shall have the same meaning when used in this announcement, except where the context otherwise requires.

--ENDS--

To Shareholders

Proposals for:

Capital Reorganisation

Purchase of the Company's Deferred Shares for £0.01

Adoption of New Articles of Association

Approval of Investing Policy

Change of Name

Placing of zero coupon Secured Loan Notes by Rivington Street Corporate Finance

Introduction

iPoint-media Plc announced earlier today that it proposes to undertake the Capital Reorganisation, adopt the New Articles, and adopt a new investing policy. The Company is also proposing to change its name to Armstrong Ventures Plc.

Consequently, the Company is issuing this Circular to Shareholders setting out the background to and the reasons for the Proposals and where appropriate seeking Shareholders' approval. A notice convening a General Meeting for 12:30 p.m. on 19 July 2012 at the offices of Libertas Capital Corporate Finance Limited, 17c Curzon Street, London, W1J 5HU, to consider the Resolutions, is accordingly set out at the end of this Circular.

RSCF has placed £250,000 of zero coupon Secured Loan Notes which are convertible into New Ordinary Shares in the Company (the "Placing"). The conversion is conditional on the Company undertaking the Capital Reorganisation, which is subject to Shareholders' approval. It is intended that conversion of all the Secured Loan Notes will take place immediately following the Capital Reorganisation, and, the Secured Loan Notes will convert into new shares reflecting 81.2% of the enlarged, and fully diluted, share capital of the Company.

The proceeds of the Placing will be used to fund approximately £46,000 payment due to creditors, including the Directors of the Company, and to provide the Company with additional capital to allow it to fulfil its investing policy, further details of which are set out below.

It is proposed that, should the Proposals be approved, Simon Marks and Robert Hayim will resign as Directors with immediate effect following the conclusion of the General Meeting and the Proposed Directors will join the Board in their place.

For the purposes of section 656 of the Act, the Company has suffered a serious loss of capital. This Circular contains the proposals of the Directors to deal with the serious loss of capital and the consequences for the Company.

Background to and Reasons for the Proposals

On 14 December 2010, the Company announced that it had sold substantially all of its assets and therefore had become an investing company under AIM Rule 15. Consequently, the Company was obliged to have made an acquisition that constituted a reverse takeover or otherwise have substantially implemented its investing policy within 12 months from that date.

Since then and, following 15 December 2011 when the Company's shares were suspended from trading on the AIM, the Directors have actively sought out acquisitions that would allow the Company to fulfil its investment policy. Unfortunately, no viable opportunities presented themselves. Accordingly when the Directors were approached by RSCF in May 2012 they agreed to accept the investment via the Placing with a view to putting the Proposals to Shareholders as soon as practicable.

As the offer of investment via the Placing was the only viable way for the Company to implement its investing policy and thereby retain the admission of its Existing Ordinary Shares to trading on AIM while allowing an opportunity for the Shareholders to retain a stake in the Company going forward, the Directors have concluded that the best course of action is to call the General Meeting of the Shareholders for the purpose of considering and voting on the Proposals.

If the Proposals are not approved, the Directors believe that the only alternative would be for the Company to be placed into liquidation.

The Placing

RCSF has been appointed Joint Broker to the Company.

RSCF has placed £250,000 of zero coupon Secured Loan Notes which are convertible into 650,195,058 New Ordinary Shares in the Company at the Conversion Price (0.03845p per New Ordinary Share). The conversion is conditional on approval of the Resolutions 2, 3, 6 which deal with the Capital Reorganisation of the Company. It is intended that conversion of all the Secured Loan Notes will take place immediately following the Capital Reorganisation, and, the Secured Loan Notes will convert into shares reflecting 81.2% of the enlarged, and fully diluted, share capital of the Company. The net proceeds of the Placing are estimated at £200,000.

The proceeds of the Placing will be used to fund approximately £46,000 payment due to creditors, including Directors fees, and provide the Company with additional capital to allow it to fulfil its Investing Policy, further details of which are set out below.

The Disposal

It is proposed that forthwith upon approval of the Proposals, steps will be taken to dispose of any remaining assets, namely the 1,000,000 shares held in iPoint Plc as announced on 26 November 2010. The proceeds of the Disposal will be applied towards implementing the new Investing Policy.

In addition, the Company is in the process of liquidating All New Video Plc. This process should be completed shortly and All New Video Plc should be dissolved thereafter. The process has taken longer than anticipated as the initial insolvency practitioners charged with handling the liquidation were themselves liquidated. The new insolvency practitioner, Griffins, are awaiting the outcome of an investigation into the previous practitioners and once that has been satisfied will proceed with the liquidation. All New Video Plc was placed into members voluntary liquidation in 2007 (prior to the current boards appointment) the then board provided a declaration of solvency as part of the winding up process.

Change of Name

Subject to Shareholders' approval, it is proposed that the name of the Company be changed to Armstrong Ventures Plc, to reflect the new Investing Policy. Resolution 4 is proposed for the purposes of obtaining Shareholders' approval for the proposed name change.

Proposed Directors

Immediately following completion and subject to all the Resolutions being passed, the Directors intend to resign from the Board and subject to payment of their outstanding fees, waive all claims against the Company under their appointment letters.

It is proposed that immediately following the General Meeting, Mr Joseph Egerton will join the Board as Non-Executive Director. The Company expects to announce, prior to the General Meeting, a proposed Executive Director who will join the Board following completion and subject to all the Resolutions being passed. The Company will make an announcement to the market accordingly.

Joseph Egerton - Non-Executive Director

Joseph Egerton is a former Economics Director of the British Chambers of Commerce and NATO Research Fellow at Oxford who has become an expert on regulatory compliance and corporate governance. Until its takeover by Deloitte & Touche, he was Head of Strategy Services (Financial Markets) for a leading city accountant firm, Spicer & Peglar (internationally Spicer & Oppenheim) and after that pursued a career as an adviser to companies on high level regulatory issues.

Over the years he has advised a range of companies, and carried out a Skilled Person assignment required by the FSA.

Capital Reorganisation

The Act prohibits the Company from issuing ordinary shares at a price below their nominal value. The price at which the Company has been able to raise additional capital in the Placing is less than the current nominal value of its Existing Ordinary Shares. Accordingly, it will be necessary to undertake a Capital Reorganisation to enable the Placing to proceed.

The existing ordinary share capital comprises 150,520,616 Existing Ordinary Shares of £0.0025 in issue. Resolution 2 to be proposed at the General Meeting proposes that each of the Existing Ordinary Shares of the Company be split into one New Ordinary Share and one New Deferred Share.

The New Ordinary Shares will continue to carry the same rights as attached to the Existing Ordinary Shares (save for the reduction in nominal value).

The New Deferred Shares will not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up other than the nominal amount paid on such shares following a substantial distribution to holders of ordinary shares in the Company. Subject to the passing of the Resolutions, the Board will have the right to purchase all the issued New Deferred Shares from all Shareholders for an aggregate consideration of one penny. As such, the New Deferred Shares effectively have no value. Share certificates will not be issued in respect of the New Deferred Shares.

It is proposed that new Articles of Association of the Company be adopted to reflect the rights attaching to the New Deferred Shares. A copy of the new Articles of Association will be available for inspection at the General Meeting and will be made available on the Company's website at, www.ipoint-media.co.uk. A summary of the New Articles is set out in Appendix I. The practical effect of this change, if implemented, will be that each Shareholder will receive the same number of New Ordinary Shares as they hold Existing Ordinary Shares, without diminution in rights pertaining to each share held. It is intended that £0.01 of the proceeds raised from the Placing will be applied to redeeming all of the New Deferred Shares.

Application for admission to trading on AIM of the Conversion Shares to be issued in connection with the Proposals will be made to AIM. Admission is expected to occur on or around 20 July 2012.

Share capital

The Company is seeking authorisation to allot additional equity securities on a non pre-emptive basis up to the nominal amount of £200,000 (representing 2,000,000,000 New Ordinary Shares) to enable the Proposals to be implemented.

Investing Policy

Resolution 1 to be proposed at the General Meeting proposes the adoption of the new Investing Policy.

It is proposed that the Company's Investing Policy will be to invest principally, but not exclusively in the resources and energy sectors. The Company will initially focus on projects located in Asia but will also consider investments in other geographical regions. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings. Once a target has been identified, additional funds may need to be raised by the Company to complete a transaction.

The proposed investments to be made by the Company may be in either quoted or unquoted securities; made by direct acquisition; may be in companies, partnerships, joint ventures; or direct interests in projects and can be at any stage of development. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist.

The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of any potential investment will be subject to rigorous due diligence, as appropriate. It is likely that the Company's financial resources will be invested in a small number of projects or investments or potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules.

Where this is the case, it is intended to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

The Company intends to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company's Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

The proceeds of the Placing will enable the Company to take initial steps to implement this new strategy and it is likely that the Company will undertake a further fundraising in the future to provide additional capital for the Company. Any investments made to date in accordance with the Company's current investing policy will be liquidated in due course and reinvested in accordance with the new Investing Policy.

The Proposed Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of suitable investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence of prospective opportunities. The Proposed Directors will also consider appointing additional directors with relevant experience if the need arises.

The objective of the Proposed Directors is to generate capital appreciation and any income generated by the Company will be applied to cover costs or will be added to the funds available to further implement the Investing Policy. In view of this, it is unlikely that the Proposed Directors will recommend a dividend in the early years. However, they may recommend or declare dividends at some future date depending on the financial position of the Company.

Certificates

No new share or warrant certificates will be issued as a result of the Company's name change or the change in nominal value.

General Meeting

If any of the Resolutions are not passed, the General Meeting will be adjourned and the Board will consider the Company's future position in respect of its current trading and working capital position. The Board will seek immediate advice regarding insolvency proceedings in relation to its assets.

The Notice convening the General Meeting at which the Resolutions will be proposed is set out at the back of this Circular. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the proposals outlined in this circular will not proceed and the Directors will be forced to implement proposals to put the Company into liquidation.

Ordinary Resolutions

Resolution 1, which will be proposed as an ordinary resolution, seeks approval for the proposed Investing Policy.

Resolution 2, which will be proposed as an ordinary resolution, seeks approval for the subdivision of each Existing Ordinary Share into 1 New Ordinary Share and 1 New Deferred Share.

Resolution 3, which will be proposed as an ordinary resolution, seeks to grant the directors of the Company authority to allot New Ordinary Shares in the capital of the Company up to the nominal amount of £200,000.

Special Resolutions

Resolution 4, which will be proposed as a special resolution, seeks approval to change the name of the Company to Armstrong Ventures Plc.

Resolution 5, which will be proposed as a special resolution, seeks approval for the adoption of the New Articles and the creation of the New Deferred Shares.

Resolution 6, which will be proposed as a special resolution, seeks to dis-apply the statutory pre-emption rights over New Ordinary Shares authorised for allotment pursuant to Resolution 3.

Resolution 7, which will be proposed as a special resolution, seeks approval for the acquisition by the Company of all the New Deferred Shares for an aggregate consideration of £0.01.

Each of the Resolutions is conditional on each of the other Resolutions being passed.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received at the Company's registrars, SLC Registrars Limited at Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD, not later than 12:30 p.m. on 17 July 2012, being 48 hours before the time appointed for holding the General Meeting. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.

The Directors consider the Proposals to be in the best interests of the Company, its creditors and the Shareholders as a whole as the only alternative may be liquidation which the Directors believe would deliver very little or no value to its creditors or Shareholders. The Directors therefore recommend that you vote in favour of the Resolutions.

Yours faithfully,

Simon Marks and Robert Hayim

Non Executive Directors

for and on behalf of the Board