18 Oct 2013 07:00
18 October 2013
Motive Television plc
("Motive" or the "Company")
Issue of equity and purchase of convertible loan notes
The Company refers to its £6,585,264.17 9 per cent. convertible secured redeemable loan notes due 31 December 2015 (the "Notes") and announces today that it and its wholly owned subsidiary, MTV Investments Limited ("MTV"), have entered into an agreement (the "Agreement") with one of the holders of the Notes, Island Investments Holdings Limited (the "Seller") in relation to Notes having a nominal value of £1,015,127 (the "CLNs"). Pursuant to the Agreement the Seller has agreed to the transfer of the CLNs to MTV, in consideration for which, the Seller will be issued with 4,565,217,391 new fully paid ordinary shares priced at 0.023 pence per share in the capital of the Company (the "Consideration Shares") and granted warrants (the "Warrants") giving the right to subscribe for 1,666,666,667 ordinary shares in the capital of the Company at a price of 0.025 pence per ordinary share.
The Consideration Shares and any shares issued pursuant to the exercise of the Warrants are subject to certain rights and restrictions as set out in the Agreement, which include: (i) an 18 month soft lock-up arrangement, limiting the Seller's disposal of up to 75 per cent. of the Consideration Shares and any shares issued to the Seller consequent to the exercise of the Warrants, to a disposal made via the Company's brokers with a view to maintaining an orderly market in the Company's securities; and (ii) a 24 month irrevocable undertaking of the Seller, in respect of the Seller's entire shareholding, not to vote in favour of or accept any offer pursuant to any proposed takeover of the Company unless and until: (a) such offer or scheme has been unanimously approved and recommended by the board of directors of the Company; or (b) holders of ordinary shares (other than it) which represent 50 per cent. or more of the ordinary share capital have accepted such offer or voted in favour of such scheme (or irrevocably undertaken to do so).
As a consequence of the transaction and in addition to future interest payments (on a nominal basis) of approximately £228,402 from now until the 31 December 2015 maturity of the CLNs, the Company will reduce its long term convertible loan note debt by 25 per cent. The existing Notes (inclusive of the CLNs) immediately prior to this transaction have a nominal value of £4,038,638.
Following this acquisition, the debt due on the CLNs will not feature on the Company's balance sheet (as it is not a third party debt); accordingly net debt will reduce by £1,015,127 on completion of the transaction and all rights of the acquired CLNs will vest with MTV following the transaction.
Information on the CLNs
The CLNs entitle holders to 9 per cent. interest per annum, payable half yearly in cash and have a conversion price set at 0.4 pence per ordinary and must be repaid at face value in cash by 31 December 2015.
Application will be made for the Consideration Shares to be admitted to trading on AIM which is expected to occur on 24 October 2013. Following the issue of the Consideration Shares the Company will have 28,038,443,238 ordinary shares in issue.
Enquiries:
Motive Television plc Michael Pilsworth, Chairman Leonard M Fertig, CEO
| T: +44 20 7025 8425
|
Sanlam Securities UK Limited Simon Clements / Virginia Bull
| T: +44 20 7628 2200 |
XCAP Securities Jon Belliss
| T: +44 20 7101 7070 |
Newgate Communications Jason Nisse/Stephanie Dobbs
Media PR Europe Gerry Buckland
Brainerd Communicators Chris Plunkett / Mike Smargiassi
| T: +44 20 7680 6559
T: +44 7774 860011
T: +1 212 986 6667
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Notes to Editors
Motive Television provides software and services to the global television industry, enabling Television Anytime Anywhere™. Motive's patented and proprietary technology platform responds to the heightened viewer demand for watching what they want, when they want, on whatever device they want; and is driven by the mandatory switchover from analogue to digital broadcasting as mandated by the International Telecommunication Union.
Motive Television provides broadcasters and pay television operators with enabling technology that provides opportunities to deliver highly valued services to viewers that generate additional income and retain existing subscribers, comprising:
Television Anytime. A technology platform that enables digital broadcasters and pay television operators to offer enhanced broadcasting services with or without the need for an Internet connection. These services include, among others, Video-on-Demand, Catch-Up TV, Virtual Channels, Sneak Preview TV, and Targeted Advertising. Television Anytime is currently in commercial operation in Europe both in digital terrestrial (DTT) and soon in satellite (DTH) environments. Patented in Spain and patent pending in the EU.
Television Anywhere. An advanced multi-screen multi-channel technology that allows a viewer to control and watch all the content received by or recorded in their main home television equipment on any computer, mobile phone, iPad or any other Internet connected device. Television Anywhere is software-based and can be updated via software upgrades on existing STB. US patent pending.
Motive's content division is:
Motive Television Limited, a Dublin-based award-winning independent production company that produces factual programmes for Irish broadcasters. It specializes in live sports production and sports documentaries and also produces factual and entertainment series.
Motive Television was founded in London in 2005 and its shares are quoted on the London Stock Exchange (AIM).
http://www.motivetelevision.co.uk