Last checked at 9 Nov 2010 07:00
9 November 2010
Parallel Media Group Plc Over £3,700,000 in new equity raised through: * Placing to raise £950,000 * Conversion of £1,700,000 Convertible Loan Notes * Conversion of £1,080,000 Other Creditors Appointment of Joint Broker
The Board of Parallel Media Group Plc ("PMG" or "the Company"), a leading international sports marketing and media group, is pleased to announce a placing to raise gross proceeds of £950,000. At the same time, over £2,750,000 has been secured by the conversion of convertible loan notes and other creditors. In aggregate, the combination of the placing, the loan conversions and the settlement of other creditors through the issue of new ordinary shares raises over £3,700,000 for the Company. These initiatives significantly transform the financial structure of the business and provide a platform for growth and development.
Financing ArrangementsThe Placing
The Board today announces that the Company has conditionally raised gross proceeds of £950,000 in a placing arranged by Novus Capital Markets Ltd of 2,375,000 new ordinary shares at a price per share of 40p ("the Placing Price") to new and existing shareholders ("the Placing Shares"). The Placing was achieved through existing authorities approved by shareholders at the general meeting of the Company held on 31 August 2010. The Placing Shares will represent 15.4% of the total 15,437,437 ordinary shares in issue on completion of the Financing Arrangements.
Other financing arrangements
PMG has secured commitments from holders of an aggregate of £1,704,184 of convertible loan notes to convert their loan obligations at the Placing Price into a total of 4,260,460 new ordinary shares.
PMG has secured commitments from holders of an aggregate of £534 405 short term loans to convert their loan obligations at the Placing Price into a total of 1,280,506 new ordinary shares.
Furthermore, other creditors totalling £547,716 (including directors and management) have agreed to be settled by the issue of 1,348,005 new ordinary shares, also at the Placing Price.
Participation by directors of the Company
The following directors have participated in the Financing Arrangements described above:
David Ciclitira - Executive Chairman
* converts £1,174,822 of convertible loan obligations due to the Tokyo
Settlement trust* into 2,937,054 new ordinary shares;
* converts a £100,000 short term loan obligation due to Luna Trading Limited*
into 250,000 new ordinary shares;
* converts £175,000 of a loan of £336,000 due to Luna Trading Limited into
437,500 new ordinary shares; and
* agrees the settlement of creditor amounts of £45,000 in consideration for
providing personal guarantees and management bonus (as described in the
circular issued to shareholders by the Company dated 9 August 2010 ("the
Circular")), resulting in the issue to him of 112,500 new ordinary shares.
* a member of the Ciclitira Concert Party as defined in the Circular.
Stewart Mison - Managing Director
Stewart Mison has agreed to convert £50,000 of amounts due to him into 125,000 new ordinary shares. In addition, compensation, bonus and personal guarantee amounts totalling £195,000 will be settled by the issue of 487,500 new ordinary shares.
Non-executive directors
Leonard Fine, Edward Adams and Serenella Ciclitira, all non-executive directors of the Company, have agreed to amend the existing terms of their appointment and to convert outstanding cash fees of £22,500 into a total of 56,250 new ordinary shares.
Included in the settlement of other creditors of £547,716 are amounts due to non-executive directors of £104,000 which are being settled, pursuant to the existing terms of their appointment, through the issue of 260,000 new ordinary shares.
The new ordinary shares issued to the directors in respect of the above transactions were all effected at the Placing Price. None of the directors has participated in the Placing.
The transactions mentioned above between the Company and the Company's directors are deemed to be related party transactions under the AIM Rules and there are therefore no independent directors able to provide the fair and reasonable opinion required under Rule 13 of the AIM Rules. Northland Capital Partners Limited, the Company's Nominated Adviser, considers that the terms of the transactions between the Company and the Company's directors are fair and reasonable insofar as the Company's shareholders are concerned.
Following the completion of the Financing Arrangements, the interests of the directors in the issued share capital of the Company will be as follows:
David Ciclitira* 42.59% Stewart Mison 3.97% Edward Adams 0.94% Leonard Fine 0.87%
* David Ciclitira's interest includes his direct interest and that of the other members of the Concert Party.
Concert Party interest
The Cicilitira Concert Party is currently interested in 45.34% of the issued share capital of the Company. Following completion of the Financing Arrangements, the interest of the Concert Party will reduce to 42.59%. The Takeover Code contains provisions which would allow the Concert Party to increase its holding to not more than 45.34% of the issued share capital of the Company without any consequences under Rule 9 of the Takeover Code.
Revised shareholding structure
On completion of the Financing Arrangements, the following shareholders (in addition to the directors mentioned above) will be interested in 3% or more of the enlarged issued share capital of the Company:
Chris Salter 10.73% Herald Investment Management 9.72% Limited Urban Strategic Pte Limited 4.86% Pierce Casey 4.62%
Smith & Williamson Nominees Limited 4.34%
Patrick Delaney 3.03% Appointment of Joint Broker
The Company is pleased to appoint Novus Capital Markets Ltd as Joint Broker with immediate effect.
General
Application will be made to the London Stock Exchange for the 9,263,971 new ordinary shares to be issued under these financing arrangements to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the 9,263,971 new ordinary shares on AIM will commence at 8.00 a.m. on 12 November 2010.
The 9,263,971 new ordinary shares will rank pari passu in all respects with existing ordinary shares, including the right to receive and retain all dividends and other distributions declared, made or paid after Admission.
On completion of the Financing Arrangements, the total number of ordinary shares in issue will be 15,437,437. The Company has no ordinary shares held in treasury. This figure of 15,437,437 ordinary shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Commenting on these developments, David Ciclitira, Chairman of Parallel Media Group Plc, said:
"This is an exciting time for PMG. As we noted in our Interim Results, the first six months of this year have been an extremely positive period for our Company, maintaining and expanding the business base in Asia. With the fundraising completed and the balance sheet restructured we can now focus on some very interesting projects in Asia. Our golfing assets allow us to promote premier European Luxury brands to the fastest growing region in the global economy.
Korea is not only a key Asian economy, this month hosting the G20, it is also an established sports market. Our Ballantine's Championship, which moves to Seoul next April/May, is without doubt Korea's leading men's golf event and one of the premier Asian golf events. This is a platform we intend to build on and grow into other Asian markets.
Our vision is to build PMG into the leading owner of Asian lifestyle assets both in golf and other related areas. The next 12 months should witness significant growth both organically and by acquisition.
I would like to take this opportunity to thank not only our existing shareholders and our new shareholders but also our dedicated staff, without whom none of this would have been possible."
Enquiries:Stewart Mison Parallel Media Group Plc +44 (0) 20 7225 2000 Luke Cairns, Edward Hutton Northland Capital Partners +44 (0) 20 7492 Limited 4750
Charles Goodfellow / Paul Dudley Novus Capital Markets Ltd +44 (0) 20 7107
1850 Laura Stevens/Natalie Bishopsgate Communications +44 (0) 20 7562 Limited 3350 Quinn
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