1 Feb 2008 07:00
YooMedia Plc Notice of EGM
YooMedia Plc ("YooMedia" or the "Company"), announces that, further to the announcement which the Company made on 6 December 2007, it has today posted to YooMedia shareholders a circular convening an Extraordinary General Meeting to be held on 25 February 2008 to approve certain resolutions transformational to the Company.
On 6 December 2007 the Company announced, inter alia, that it had conditionally agreed to acquire 95.2% of the issued share capital of Fresh Interactive Technologies SA ("Fresh"), a leading interactive television company and had conditionally raised the sum of approximately ‚£8.6 million (before expenses) which the Directors believed would provide a well funded group better positioned to exploit the many opportunities in interactive media in Europe. Since the announcement of the proposals on 6 December 2007, the Company has now reached agreement to acquire 100% of the issued share capital of Fresh (the "Acquisition") and is proposing to now raise ‚£8.42 million (before expenses).
As detailed in the announcement on 6 December 2007, the Company is also proposing to undertake a capital reorganisation and consolidation, increase its authorised share capital, seek approval for the waiver of the obligation under Rule 9 of the City Code on Takeovers and Mergers, settle sums due to two of its lenders, Highbridge International LLC ("Highbridge") and Platinum Partners Value Arbitrage Fund, LP ("Platinum"), and fees which are due to certain of the Directors and change the name of the Company to Mirada PLC and is also now proposing to undertake the Capital Cancellation (together, the "Proposals"). It should be noted that the Proposals are conditional on, inter alia, the passing by the holders of ordinary shares of 1p each in the Company (the "Shareholders") of certain resolutions to be proposed at an Extraordinary General Meeting of the Company ("EGM").
As part of the Proposals, the Company is proposing to raise approximately ‚£8.42 million through a placing of 7,682,790 new ordinary shares of ‚£1 each in the Company ("the Placing") at ‚£1.0962 per share, mainly with Kasei 2000 S.L. ("Kasei 2000"), a special investment vehicle which, as announced by the Company in July 2007, was granted an option to acquire the Company's games and gambling business. Kasei has been deemed to be acting in concert with the vendors of Fresh for the purposes of the City Code ("Concert Party"). A further sum of approximately ‚£4.3 million will be invested in Fresh by Baring Private Equity Espaƒ±a S.A ("Baring") prior to completion of the Acquisition. These aggregate net funds will be used to strengthen the Group's balance sheet, to repay certain creditors, to provide working capital, to invest in new products and services as well as assist in financing the Group's proposed international expansion.
Following the Placing and the Acquisition, the Concert Party will have an interest in approximately 49.995% of the enlarged share capital of the Company. Consequently, the Acquisition and Placing are conditional on, inter alia, Shareholders passing, on a poll at the EGM, a waiver of the requirement under Rule 9 of the Takeover Code ("Rule 9 whitewash") for the Concert Party to make an offer for the entire issued share capital of YooMedia. In order that the Concert Party retains an interest of less than 50 per cent. of the enlarged share capital of the Company on completion of the Proposals, it is necessary for the Placing to be reduced to ‚£8.42 million from the previous figure of ‚£8.6 million as announced on 6 December 2007.
The Company has found it difficult to achieve profitability in the UK market and as a result its balance sheet has become weak. An update on current trading is provided below.
Michael Sinclair will remain Chairman of the Enlarged Group, albeit on a part time basis, and Fresh's Chief Executive, Josƒ©-Luis Vazquez, will become Chief Executive Officer. Neil MacDonald, currently Managing Director of YooMedia, will become Chief Operating Officer and Rafael Martƒn Sanz, a director of Kasei 2000, will join the Board as a Non-Executive Director. In addition, to better reflect the business of the enlarged Group going forward, the Directors are seeking to change the name of the Company to Mirada PLC.
CAPITAL REORGANISATION
The transactions will involve a reorganisation of the Company's capital structure. It is proposed that each issued ordinary share of 1p be subdivided into one ordinary share of 0.1p and nine A deferred shares of 0.1p each. Every 1,000 subdivided shares will then be consolidated into one new ordinary share of ‚£1 ("New Ordinary Share"). In addition, every 100 unissued ordinary shares of 1p will be consolidated into one New Ordinary Share. All share warrants and options which have been issued by the Company will be consolidated on the same basis. The rights attaching to the New Ordinary Shares will be identical in all respects to those of the current ordinary shares of 1p each. The new A deferred shares of 0.1p each will not be consolidated and will have only limited rights.
Following the consolidation there will only be 912,242 New Ordinary Shares in issue (although this number could vary due to fractional entitlements which may arise as a result of the capital reorganisation and the share consolidation). It is proposed that the authorised share capital of the Company be increased to ‚£43,000,000 by the creation of 16,000,000 additional New Ordinary Shares.
TERMS OF THE ACQUISTION
The Company has conditionally agreed to pay a total of ‚£6.775 million for the acquisition of 100% of the shares in Fresh following the Baring investment. This will be satisfied by the allotment and issue of 6,180,436 New Ordinary Shares, credited as fully paid, at a price of ‚£1.0962 per New Ordinary Share.
Fresh is a privately-held leading provider of interactive digital television solutions to the Spanish market. Established in 2000 by the current management team, its principal activity is the production and development of technology and solutions for digital television. Fresh offers a broad range of interactive digital television solutions to some of the leading international media groups including Digital+, Euskaltel and Jazztel in Spain, BSkyB, ITV and Music Choice in the United Kingdom and Disney Television International, Universal Studios Network and Warner Bros.
Fresh has 29 employees, the majority of whom are engaged in the development of technology and the products offered. Sales and marketing activities are conducted primarily in Spain, UK, Italy and South America.
Fresh technology is widely deployed in digital TV set top boxes in the Spanish market and enables digital TV providers to offer interactive services to broadcasters and viewers on their services. The Fresh portfolio is complementary to YooMedia products and offerings, but is also designed to operate on several digital TV platform technologies as used in territories other than the UK.
Fresh has five principal product offerings:
- startv provides basic levels of interactive functionality such as electronic programming guide, operator information portals, system configuration, news and other information services.
- entertv is based on the creation of interactive tools for the enrichment of the viewing experience through additional content and participatory services such as voting, contests and loyalty services. entertv allows an operator to generate their own services, personalising the content and enabling access to the services through different devices such as mobile telephones.
- grouptv is aimed at offering a community environment for the television user through instant messaging, SMS/MMS, forums, email and chat services. The community would be based around a programme, event or channel to engender viewer loyalty, enrich the viewing experience and provide revenue opportunities.
- challengetv provides the ability to offer interactive gaming and betting services and integrate different media such as television, internet and mobile telephone and thereby maximising revenue generating opportunities.
- managetv provides a powerful tool to capture information on registered users through unique identity and thereby offer content that meets the users' interests, likes and needs and provide a more personalised service to that user.
For the year ended 31 December 2006, Fresh had revenues of ¢â€š¬2.0 million and profit on ordinary activities before taxation of ¢â€š¬96,000. As at 31 December 2006 Fresh had net assets of ¢â€š¬0.7 million.
The following financial information does not constitute statutory accounts andhas been extracted and translated from Fresh's annual unqualified auditedaccounts for the years ended 31 December 2004, 2005 and 2006 without anymaterial changes.FRESH INCOME STATEMENT Year ended Year ended Year ended 31 Dec 2006 31 Dec 2005 31 Dec 2004 (audited) (audited) (audited) Euro 000's Euro 000's Euro 000's Revenue 1,953 1,801 1,256Cost of sales (128) (380) (73) Gross profit 1,825 1,421 1,183Administrative costs (1,713) (1,324) (1,338) Operating profit / (loss) 112 97 (155)Finance income - 3 3Finance expense (16) (14) (8) Profit / (loss) on ordinary 96 86 (160)activities before taxationTaxation - - - Profit / (loss) for the 96 86 (160)financial period Dividend per share - - -FRESH BALANCE SHEET Year ended Year ended Year ended 31 Dec 2006 31 Dec 2005 31 Dec 2004 (audited) (audited) (audited) Euro 000's Euro 000's Euro 000's Non-current assets 343 158 179Trade and other receivables 987 1,136 391Short term financial 2 - 68investmentsCash and cash equivalents 105 7 95 Current assets 1,094 1,143 554 Total assets 1,437 1,301 733 Trade and other payables (772) (578) (250)Bank loans and overdrafts - (154) -Current liabilities (772) (732) (250) Net current assets 322 411 304 Net Assets 665 569 483 Capital and reservesIssued capital 102 102 102Share premium 463 2,422 2,422Other reserves 4 4 4Retained earnings 96 (1,959) (2,045)Equity shareholders' funds 665 569 483THE PLACING
The Company is proposing to raise approximately ‚£8.42 million (before expenses) through the placing of 7,682,790 new ordinary shares at ‚£1.0962 per share ("Placing Shares"). The Directors have examined a number of suitable fund-raising opportunities for the Company and believe that the Placing is the most suitable opportunity available to the Company and that it is in the best interests of Shareholders as a whole.
The Placing Shares proposed to be placed pursuant to the Placing will represent 38.73 per cent. of the enlarged share capital of the Company on completion of the Proposals. On completion of the Proposals, at the placing price per New Ordinary Share, the Company will have a market capitalisation of approximately ‚£21.7 million. The Placing Shares will rank pari passu with the New Ordinary Shares including the right to all dividends and other distributions declared, paid or made after the date of issue.
The Directors intend to use the net proceeds of the Placing to strengthen the Group's balance sheet, to repay certain creditors, to invest in new products and services, to assist in financing the Enlarged Group's proposed international expansion and for working capital purposes.
PROPOSED SETTLEMENT AGREEMENTS
On 10 May 2006, the Company entered into convertible loan agreements with Highbridge and Platinum. On 6 December 2007, the Company owed Highbridge and Platinum the sums of ‚£2.87 million and ‚£2.34 million respectively and it has been conditionally agreed to settle these sums in full through the allotment and issue of 2,620,944 New Ordinary Shares and 2,133,119 New Ordinary Shares respectively, taken for this purpose at ‚£1.0962 per share, and the payment of certain interest accrued since 1 January 2008.
PROPOSED DIRECTORS' FEES CAPITALISATION
Certain Directors have agreed to waive and/or defer amounts of salary and fees due to them. These Directors have now agreed to waive certain of these deferred gross salaries and fees due to them and for part of the balance to be satisfied through the proposed issue of New Ordinary Shares at a price of ‚£1.0962 per New Ordinary Share. It is proposed that this should be done as part of the Proposals, as detailed below:
Director Outstanding Sum No. of New Ordinary Shares Dr Michael Sinclair ‚£250,000 228,061Neil MacDonald ‚£22,500 20,525John Swingewood ‚£50,000 45,612Jeremy Fenn ‚£15,000 13,684
Under AIM Rule 13 the arrangements concerning the Directors' Fee Capitalisation are related-party transactions. Richard Blake, a non-executive director of the Company and the only Director not participating in the Directors' Fees Capitalisation, considers, having consulted with Seymour Pierce Limited, that the terms of the Directors' Fees Capitalisation are fair and reasonable insofar as Shareholders are concerned.
TRADING UPDATE
The interim results for the six months to 30 June 2007, announced on 28 September 2007, reflected a period of restructuring and repositioning across YooMedia's businesses. Significant improvements in operating margins and reduction of losses have been achieved during a period of rapid market changes. The Company also announced that in July 2007 it had granted an option to Kasei 2000 to acquire the Company's subsidiary, The Gaming Channel Ltd, for a consideration of ‚£5.25 million. Subsequently, on 19 September 2007, the Company announced that the duration of the option had been extended to allow for a continuation in the negotiations as Kasei 2000 had expressed interest in gaining a wider holding in the Company which interest might, if concluded, result in its becoming involved in the Group as a whole. With the discussions under way with Kasei 2000, the Directors believed that YooMedia would be able to find sufficient resources to support the growth of the business. Trading since the announcement of the interim results has not improved to the level of revenue and gross profit required to achieve positive earnings before tax, depreciation and amortisation before the year end. Reduced levels of demand in the interactive broadcast sector have continued into the second half of the year, and whilst new product revenue streams show encouraging signs, they are not yet cash generative.
The Directors have explored a number of other financing options in order to provide working capital to satisfy outstanding creditors and provide sufficient working capital for YooMedia going forward. Following this, the Directors believe that the Proposals offer the best solution to the Group's current working capital requirements as well as providing a stronger platform for growth of the Enlarged Group. However, the Directors believe that if Shareholders do not support the Proposals, the Company may not have sufficient working capital to meet its creditors' obligations as they fall due. Furthermore, recourse to alternative sources of finance may not be possible in the time available.
PROPOSED CHANGE OF DIRECTORS
The Board has agreed that Josƒ© Luis Vƒ¡zquez Antolƒnez , currently Chief Executive Officer of Fresh, and Rafael Martƒn Sanz, a director of Kasei, will be appointed to the board of the Company on Admission. It is intended that Josƒ© Luis Vƒ¡zquez will become Chief Executive Officer of the Enlarged Group and Rafael Martƒn Sanz will become a Non-Executive Director of the Company. On Admission, John Swingewood and Jeremy Fenn will step down from the Board, Neil MacDonald will become Chief Operating Officer and Dr. Michael Sinclair will become part-time Executive Chairman.
Josƒ© Luis Vƒ¡zquez Antolƒnez, aged 35, (CEO and Co-Founder of Fresh)
Josƒ© Luis Vƒ¡zquez Antolƒnez holds a Masters in Business Administration from IESE Business School and a degree in Advanced Telecommunications Engineering from Universidad Politecnica de Madrid. He started his professional career in the field of interactive media collaborating in the launch of Montejava, a pioneer company delivering web services in Spain. His interest in innovative projects continued as Network Information Systems Manager during the launch of the cable network Madritel (now Ono) and at Infoglobal as Manager in high-speed IP communications through satellite and LMDS.
Josĩ Luis co-founded Fresh in 2000, which has become one of the leading companies in the Spanish interactive television sector. Josĩ Luis has chaired a number of digital television conferences and is a member of various Spanish industry bodies being AETIC, ASIMELEC and eNEM.
Rafael Martƒn Sanz, aged 52, (Non-Executive Director)
Rafael Martƒn Sanz holds a degree in Economics and Business Administration from the Universidad Complutense de Madrid. He is also a member of the Spanish Association of Economists.
Rafael Martƒn Sanz served as Chairman of Television y Sonido (TELSON) from 1990 to 2002 he was a Director of Page Ibƒ©rica, S.A. and Amper, S.A. and Chairman of Avanzit TMT from 2000 to 2002.
Rafael Martƒn Sanz has also held positions in Spanish local government from 1982 to 1987, with the Government of Castilla-La Mancha where he was General Director of PYMEs (medium-size companies),Vice-Counsel of Economics and Inland Revenue, Deputy Counsel of the President and Counsel Presidency of the Autonomous Government of Castilla-La Mancha.
Rafael Martƒn Sanz is currently a director of the Spanish listed company Paraquesol Inmobiliaria y Proyectos, S.A. and certain other companies as set out below.
THE TAKEOVER CODE
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which, taken together with any interest in shares already held by him or any interest in shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.
An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
The members of the Concert Party are deemed to be acting in concert for the purposes of the Takeover Code.
Following the Acquisition and the Placing, the Concert Party will, between them be, interested in approximately 49.995 per cent. of the Enlarged Share Capital.
The table below sets out the individual members of the Concert Party and their respective interest in YooMedia Ordinary Shares as at 31 January 2008 and assuming completion of the Proposals.
As at 31 January 2008 Assuming completion of the Proposals YooMedia shareholding Number of shareholding Ordinary YooMedia New Shares Ordinary Shares % %Fresh Inversiones - - 1,180,242 5.950Josĩ Gozalbo - - 57,005 0.287SidroGoboal Asociados - - 34,198 0.172S.L.Jaime Vallori - - 28,491 0.144AmorosKasei - - 8,617,848 43.442 Total - - 9,917,784 49.995
Following the Acquisition and the Placing the Concert Party will, between them, be interested in shares carrying 30 per cent. or more of the Company's voting share capital but will not hold shares carrying more than 50 per cent. of such voting rights and (for so long as they continue to be treated as acting in concert) any further increase in that interest in shares will be subject to the provisions of Rule 9 of the Takeover Code. The Panel has agreed, however, subject to the Waiver Resolution being passed on a poll by independent Shareholders at the Extraordinary General Meeting, to waive the obligation for the Concert Party to make a general offer that would otherwise arise as a result of the Acquisition and the Placing. Accordingly, Resolution 3 is being proposed at the Extraordinary General Meeting to obtain the approval of Shareholders for the waiver of any obligations under Rule 9 of the Takeover Code.
Further details of the Concert Party are set out in the circular being sent to Shareholders.
CAPITAL CANCELLATION
As at 30 June 2007, the Company had an accumulated deficit on its unaudited preliminary profit and loss account of ‚£75,306,000 and accordingly was, and currently remains, unable to pay dividends. If no action is taken, the Company will only be in a position to pay dividends or to purchase its own shares after the deficit on its profit and loss account has been eliminated by profits in excess of the deficit.
The Capital Cancellation will comprise:
(i) the cancellation of the amount standing to the credit of the share premium account of the Company as at 30 June 2007, being the sum of ‚£78,723,335.66;
(ii) the cancellation of the amount which is to be credited to the share premium account of the Company as a result of the allotment and issue, on Admission, of the Consideration Shares, the Placing Shares, the Settlement Shares and the Directors' Shares, each at the Placing Price per share, being the aggregate sum of ‚£1,820,601.45;
(iii) the cancellation of the amount standing to the credit of the capital redemption reserve of the Company, being the sum of ‚£455,331;
resulting in the creation of a new reserve against which the Company expects to eliminate all of the deficit on its profit and loss account. To the extent that the amount arising on the Capital Cancellation exceeds the deficit on the Company's profit and loss account, the balance will be available for distribution to Shareholders, subject to any undertakings given to the High Court for the purpose of protecting the Company's creditors at the date of the Capital Cancellation.
The Capital Cancellation will be subject to the passing of certain of the Resolutions by Shareholders at the EGM and is conditional on the High Court making an order confirming the cancellation. The Capital Cancellation will become effective once the Court Order confirming the cancellation is registered with the Registrar of Companies.
Authority for the Capital Cancellation will be sought at the EGM. The Board reserves the right to abandon or discontinue any application to the High Court if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company. The Capital Cancellation does not affect the voting or dividend rights of shareholders.
NOTICE OF EXTRAORDINARY GENERAL MEETING
A circular further detailing the proposals is available from YooMedia's website and will be sent to Shareholders on 31 January 2008.
The extraordinary general meeting will be held at, the Holiday Inn, Carburton Street, London W1W 5EE on 25 February 2008 at 10:00 a.m. where the following resolutions will be proposed:
Resolution 1 An ordinary resolution to undertake the Capital Reorganisation
and Share Consolidation.
Resolution 2 An ordinary resolution, conditional on the passing of
Resolution 1, to increase the authorised share capital of the Company.
Resolution 3 An ordinary resolution to be passed on a poll by independent
Shareholders, conditional on the passing of Resolutions 1 and 2, to waive the requirement of Rule 9 of the Takeover Code arising from the subscription by Kasei for the Placing Shares and the Acquisition.
Resolution 4 A special resolution, conditional on the passing of Resolutions
1 to 3, to amend the Articles by the addition of a new article setting out the rights attaching to the A Deferred Shares.
Resolution 5 An ordinary resolution, conditional on the passing of
Resolutions 1 to 4, to authorise the Directors to allot relevant securities for the purposes of section 80 of the Act provided that such power be limited to the allotment of the Placing Shares, the Consideration Shares, the Settlement Shares, the Directors' Shares and further New Ordinary Shares up to an aggregate nominal amount of ‚£6,612,471.
Resolution 6 An ordinary resolution, conditional on the passing of
Resolutions 1 to 5 and upon Admission, to approve the Minority Rights Agreement.
Resolution 7 A special resolution, conditional on the passing of Resolutions
1 to 6, to grant the Directors authority to allot equity securities for cash pursuant to the authority conferred on them by Resolution 5 as if section 89(1) of the Act did not apply to such allotment provided that such power shall be limited to the allotment of the Placing Shares, the Consideration Shares, the Settlement Shares, the Directors' Shares and further New Ordinary Shares up to an aggregate nominal amount of ‚£991,871.
Resolution 8 A special resolution, conditional on the passing of Resolutions
1 to 7, to change the name of the Company to Mirada PLC.
Resolution 9 A special resolution, conditional on the passing of Resolutions
1 to 8 and upon Admission, to approve the cancellation of the share premium account of the Company as it shall be immediately following Admission.
Resolution 10 A special resolution, conditional on the passing of Resolutions
1 to 9 and upon Admission, to approve the cancellation of the capital redemption reserve of the Company. 1 February 2008Enquiries:YooMedia PLC +44 (0) 207 462 0870 Neil MacDonald, CEONexus Financial Ltd +44 (0) 207 451 7068 Nicholas Nelson/John Mundy Nicholas.nelson@nexusgroup.co.ukSeymour Pierce Limited +44 (0) 207 107 8000 Mark Percy
All definitions are as set out in the circular of the Company dated 31 January 2008.
CURRENT AND PREVIOUS DIRECTORSHIPS FOR PROPOSED DIRECTORS
The Proposed Directors have held the following directorships or been partners in the following companies or partnerships within the five years prior to the date of this document:
PROPOSED CURRENT PASTDIRECTOR J L Vƒ¡zquez Creatia Gestion S.L. NoneAntolinez Fresh Interactive Technologies S.A Fresh Inversiones S.L. Wiener Business S.L.R M Sanz Alteba Servicios Amper S.A. Inmobiliarios S.L. Asesoria Digital S.L Aprovechamiento de Residuos S.A. Beagle Investment S.L. Asesoria Economica Empresarial S.L Estudios Piramide S.A. Avanzit S.A. Grupo IT Deusto S.L. Avanzit Tecnologia S.L Parquesol Inmobiliaria y Avanzit Telecom S.L. Proyectos S.A. Avanzit Wireless S.A. Cableuropa S.A. Cartel Producciones Audiovisuales S.L. Cartel Teatro S.A. Cartera Telson S.L. Combustibles Peletizados S.A. Concentronic S.A. Corproacion Iberica de la Comunicacion S.A. Daiquiri Digital Pictures S.L Elerco Interinvest S.A. Erase Producciones S.L. Estudios 96 S.A. Europa Management Consulting S.A. Fernando Colomo Producciones Cinematograficas S.L. Fischen Laden S.L. Fotofilm S.A. Grupo Karpesa S.L. HD Spainbox 1250-1125 S.A. Moe Richardson Iberica SA Nuetec Cartera S.L. Ostra Deta S.A. Page Iberica S.A. Pantalla Digital SL Planifcacion Asesoramiento y Gestion Integral de Empresas S.L. Pronto Foto Espana S.L Sociedad Gestora de Telesvision Onda 6 S.A. Spain Mapping S.A. Suministros Cinematograficos S.A. Telecomunicaciones Sistemas e Ingenieria de Productos S.A. Teleproducciones de Marketing Asociadas S.L. Television y Sonido Telson S.A. Telson Servicios Audiovisuales S.L. Trabajos Medio Ambientales S.L. Union de Productores Cinematograficos S.L Videoreport S.A. Wat SA
There are no further details required to be disclosed pursuant to schedule 2(g) of the AIM Rules.
YOOMEDIA PLC