9 Apr 2010 16:05
9 April 2010
ASGMedia PLC
("ASG" or the "Company")
Board changes
Change of Name to Insetco PLC
Issue of Convertible Loan Stock
Restoration of trading
The Company is pleased to announce that Ms. Rosalind Hutchinson, aged 42, has been appointed as Directors of ASG Media PLC, with immediate effect.
Ms. Hutchinson has held no directorships in the previous five years, and has not held a position as director of any company on dissolution.
Furthermore, the Company wishes to announce that Jamie Ball, Managing Director, and Christian Vaglio-Giors, Non-executive Chairman, are stepping down as Directors with immediate effect. Gary Truman, who is remaining on the Board, will become Chairman.
Save for the declarations above there is no further information to be disclosed in respect of the directorate changes under Rule 17 or Schedule Two paragraph (g) of the AIM Rules for Companies.
The Company also announces that, following the capital restructuring and Company Voluntary Arrangement that was approved by Shareholders on 1 April 2009, the Company has secured a further £200,000 of additional funding from ADM Investor Services International Limited ("ADM"). ASG has issued a convertible zero coupon loan notes ("Loan Notes") pursuant to a Convertible Unsecured Loan Note agreement dated 6 April 2010 with ADM, under which ADM subscribed for £200,000 Loan Notes.
The Loan Notes are due for repayment by 30 September 2011, or may be converted at a conversion price of 8 pence per ordinary share. Full conversion would require the issue of 2,500,000 new ordinary shares, representing 54.4% of the enlarged issued share capital. The proceeds of the Loan Notes will provide further working capital for the Company, which will be sufficient for at least the next 12 months.
Under Rule 13 of the AIM Rules, these Loan Notes constitute a related party transaction. The Directors, having consulted with its Nominated Adviser Charles Stanley Securities, consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Following this further Loan Note issue, the shareholding structure of the Company will be:
| Shareholder | Ordinary shares | % of issued share capital | Warrants | Convertible Notes | Fully diluted holdings upon exercise of Warrants and Convertible Notes | % of fully diluted share capital |
| Existing Ordinary Shares | 291,466 | 13.99% | - | - | 291,466 | 0.29% |
| ADM | 625,000 | 29.74% | 51,265,000 | 52,500,000 | 101,890,000 | 90.33% |
| Germiston Investments Ltd | - | - | 8,170,779 | - | 8,170,887 | 7.24% |
| Charles Stanley | - | - | 900,000 | - | 900,000 | 0.80% |
| Creditors through CVA | 1,000,000 | 47.58% | - | - | 1,000,000 | 0.89% |
| Antony Batty | 182,585 | 8.69% | 365,170 | - | 547,555 | 0.49% |
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| TOTAL | 2,099,051 | 100.00% | 60,700,949 | 52,500,000 | 112,799,908 | 100.00% |
Following approval at the Company's General Meeting ("GM") held on 1 April 2010 the Directors announce that with effect from 6 April 2010, the Company's name has been changed to Insetco PLC. The Company's stock symbol will be INC and the new ISIN code is GB00B5KNBL14 with effect from 12 April 2010.
The Board is also pleased to confirm that it anticipates that trading in the Company's ordinary shares will resume on 12 April 2010.
Enquiries
| ASG Media PLC Gary Truman
| 020 7309 2280
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| Charles Stanley Securities Nominated Adviser Russell Cook / Dugald Carlean | 020 7149 6000
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