MIRA.L Regulatory News (MIRA)

8 Sep 2006 09:15

Yoomedia PLC08 September 2006 YooMedia plc / Ticker: YOO / Index: AIM / Sector: Media 8 September 2006 YooMedia plc ("YooMedia" or "the Group") Notice of EGM YooMedia plc, the AIM-traded interactive content and services provider isconvening an Extraordinary General Meeting ("EGM") to be held at NorthumberlandHouse, 155-157 Great Portland Street, London W1W 6QP on 2 October 2006 at 10.00a.m. As previously communicated to shareholders, over the last nine months the Boardhas endeavoured to strengthen YooMedia's balance sheet, focus the Group onserving its business customers' business to business activities, and restructureits organisation appropriately. These actions have not only been precipitated byinternal considerations but more importantly by rapid and significant changes inthe industry in which the Group operates. Key to the effectiveness of theseactions is the availability of finance; both equity and debt in the correctratio. The proposals to be presented to shareholders for approval at the EGM arepart of this process. The Board considers that these proposals are important toensuring the ongoing financial health of the Group, and they are recommended toshareholders by the Board. YooMedia has, during a challenging commercial period, won significant contractsand formed strategic partnerships with major industry entities. These contractsillustrate the value of the skills, proprietary technology and experience ofYooMedia and its team in an exciting and growing sector. At the same time, theprocess of restructuring and consolidation has continued and the Group is nowentering the real delivery stage of its development. Its results alone willconfirm the wisdom of the actions it has taken. On 24 August 2006, the Groupannounced that it had entered into a joint venture with SGI Limited ("SGI"), acompany backed by Mr Peter Shalson. Contemporaneous with this joint venture, theGroup has entered into an agreement with Yieldtown Limited ("Yieldtown"), acompany owned by Mr Peter Shalson, under which it is proposed to grant Yieldtownthe option to subscribe for a number of Ordinary Shares in the Company in theterms set out below. Further, over the past few months the Directors have taken a number of steps toimprove and enhance the Group's position and to review funding options for thebusiness, as part of which it entered into a loan agreement with Mr Leo Noe inthe terms set out below. Also, and as previously announced on 21 July 2006, aspart of its refinancing of its facilities with Lloyds Bank plc the Groupannounced that it had made alternative funding arrangements with MentorMarketing and Investment Limited ("Mentor"). As part of these arrangements, andsubject to shareholder approval, the Group has agreed to grant to Mentor theMentor Warrants. The purpose of the circular being sent to shareholders ("the Circular") is toseek shareholder approval to constitute the Option Agreement and the WarrantInstruments and to authorise the Directors to allot and issue shares pursuant tothe Noe Conversion for the Option, the Noe Conversion and the Noe and MentorWarrants, to enter into the Option Agreement and also to seek the approval ofshareholders to authorise the Directors to both allot Ordinary Shares generallyand to allot Ordinary Shares otherwise than on a pre-emptive basis following theEGM. The Directors have examined a range of suitable fundraising options available.After careful consideration, the Directors believe that the constitution of theWarrant Instruments, entering into of the Option Agreement and the NoeConversion is in the best interests of Shareholders as a whole. The Option On 25 August the Group announced that it had entered into a joint ventureagreement with SGI, under which it assigned the intellectual property rights tothe Group's innovative Real Time Messaging System and certain rights to the gameof Tringo, a mixture of Bingo and Tetris, on TV to the joint venture. YooMediafurther undertook to use its best efforts to obtain the novation of certaincontracts relating to Tringo and the Real Time Messaging System to the jointventure company. Contemporaneous with this joint venture agreement, the Groupentered into the Option Agreement with Yieldtown as more fully set out in theCircular. The Noe Conversion and Warrants On 24 March 2006, the Group entered into a loan agreement with Mr Leo Noe forthe provision of short-term funding in the amount of £500,000. The Directorshave used a proportion of their existing authority to issue Ordinary Shares inpart satisfaction of the Noe Loan as set out in the Circular. It is now proposedto satisfy the balance of that loan through the issue and allotment, credited asfully paid, of the Noe Shares and the Noe Warrants. The outstanding balance ofthe Noe Loan is £219,432. It is intended, subject to shareholder approval at theEGM, to satisfy the existing balance of the Noe Loan by the issue of 10,521,583New Ordinary Shares to Mr Noe at a price of 2 pence per Ordinary Share and theissue of the Noe Warrants. Each Noe Warrant entitles Mr Leo Noe to subscribe forone new Ordinary Share at a subscription price of 1.75 pence per Ordinary Shareexercisable for a period of 3 years from the date of the adoption of the NoeWarrant Instrument and it is proposed to issue 1,178,418. The constitution ofthe Noe Warrant Instrument and the grant of the Noe Warrants is subject to theapproval of shareholders at the EGM. Further details regarding the terms of theNoe Warrants are set out in the Circular. The Mentor Warrants On 21 July 2006, YooMedia entered into a financing agreement with Mentor underwhich Mentor agreed to provide the Group with financing of up to £2,400,000. Aninitial £1,380,000 was provided by Mentor on signature of the financingagreement, and the remainder was to be drawn down subsequently upon thefulfilment of certain specified conditions. To date a further £375,000 has beendrawn down. As part of this financing agreement, the Group agreed, subject toshareholder approval, to grant Mentor warrants for Ordinary Shares having anaggregate subscription value equal to £1,000,000, the value of each OrdinaryShare to be calculated at 1.63 pence. It is therefore proposed, subject to theapproval of shareholders at the EGM, to grant warrants to Mentor in respect of61,353,000 Ordinary Shares pursuant to the terms of the Mentor WarrantInstrument. Each Mentor Warrant entitles Mentor to subscribe for one newOrdinary Share at a subscription price of 1.63 pence per Ordinary Shareexercisable for a period of three years from the date of the adoption of theMentor Warrant Instrument. The constitution of the Mentor Warrant Instrument andthe grant of the Mentor Warrants is subject to the approval of shareholders atthe EGM. Further details regarding the terms of the Mentor Warrants are set outin the Circular. Irrevocable Undertakings The Directors have irrevocably undertaken to vote in favour of all of theResolutions in respect of their own shareholdings amounting in aggregate to56,149,949 Ordinary Shares, representing approximately 8.93 per cent. of theExisting Issued Share Capital. * * ENDS * * For further information, visit www.yoomedia.com or contact: YooMedia plc Neil MacDonald, Group Managing Director Tel: 020 7462 0870 St Brides Media & Finance Ltd Isabel Crossley Tel: 020 7242 4477 About YooMedia plc YooMedia is one of the fastest growing interactive entertainment companies inthe UK. Essentially, it develops and delivers premium interactive content andservices to households and individuals via TV, the web, telephony and mobilephones. It has four main divisions: • YooMedia Dating - manages dating brands including Dateline and Avenues from over 20 locations throughout the UK. Operates across traditional media, digital TV, internet and mobile phones. • YooMedia Gambling & Games - interactive fixed odds, play for fun casino and poker related games services for digital TV, the web and mobile phones. Brands include Channel 852, operated on behalf of William Hill, and Avago, which was established by YooMedia and is now managed on behalf of Gala Group. • YooMedia Interactive Services - delivers interactive content that enhances consumer and audience experiences. Customers include the BBC, Nestle, Celador, Channel 4, The Cartoon Network, Anheuser Busch, and HR Owen. • YooMedia Public Sector - provides digital solutions/media services to leading public sector organisations including the NHS Direct Interactive TV service, the Learning and Skills Council TV Kickstart service and a range of local authority TV services. The Group's experienced management team includes: Chairman, Dr. MichaelSinclair, who holds a number of directorships in both the UK and the USA havingpreviously founded Lifetime Corporation; and Managing Director, Neil MacDonald,whose career spans 11 years in multimedia and interactive sectors plus a further19 years in the retail industry. This information is provided by RNS The company news service from the London Stock Exchange