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Schedule 1 Update - Motive Television plc

12 Oct 2010 15:06

RNS Number : 2691U
AIM
12 October 2010
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Motive Television plc

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

21-25 St Anne's Court London W1F 0BJ

 

COUNTRY OF INCORPORATION:

UK

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.motivetelevision.co.uk

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

On Admission the Company will acquire 67.7 per cent of Adecq Digital S.L. which, through its Bestv® brand, is a software developer of digital technology platforms for terrestrial broadcasters. Adecq Digital S.L. operates internationally and its main country of operation is Spain. The application for admission is a result of a reverse takeover by the Company of Adecq Digital S.L.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

768,113,552 ordinary shares of 0.1 pence each issued at 0.4 pence per ordinary shares

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£4.75 million raised on Admission and anticipated market capitalisation of approximately £3.07 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

39.38 per cent.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

The Company has not applied for its ordinary shares to be traded on any other exchange or trading platform

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Michael John Pilsworth (Executive Chairman)

Leonard Martin Fertig (Chief Executive Officer)

Alistair John King (Finance Director)

Leonard Jerome Ryan (Non-executive Director)

Michael Gerard O'Rourke (Non-executive Director)

 

Proposed Directors:

Giuseppe Flores d'Arcais (Proposed Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Prior to Admission

On Admission

Following the issue of the consideration shares

No. of ordinary shares

Percentage of issued share capital

No. of ordinary shares

Percentage of issued share capital

No. of ordinary shares

Percentage of issued share capital

Jendens Holdings Limited

61,000,000

10.77

170,498,979

22.20

170,489,089

18.28

Jarvis Investment Management Limited

33,665,754

5.94

33,665,754

4.38

33,665,754

3.61

Michael O'Rourke

30,261,904

5.34

30,261,904

3.94

30,261,904

3.25

Astaire Group plc

29,318,184

5.18

29,318,184

3.82

29,318,184

3.14

Beyond International Limited

29,049,940

5.13

29,049,940

3.78

29,049,940

3.12

Artemis Investment Limited

25,000,000

4.41

25,000,000

3.26

25,000,000

2.68

Delfino Properties Limited

25,000,000

4.41

25,000,000

3.26

25,000,000

2.68

Island Investments Holdings

25,000,000

4.41

25,000,000

3.26

25,000,000

2.68

Mirabaud Investment Management

20,000,000

3.53

20,000,000

2.60

20,000,000

2.15

Waterhouse Securities

17,362,259

3.06

17,362,259

2.26

17,362,259

1.86

Michael Pilsworth

14,011,904

2.47

43,886,904

5.71

43,886,904

4.71

Alistair King

5,214,286

0.92

26,464,286

3.45

26,464,286

2.84

Leonard Fertig

2,000,000

0.35

30,500,000

3.97

30,500,000

3.27

André Vanyi-Robin

-

-

-

-

84,063,920*

9.01*

Giuseppe Flores d'Arcais

-

-

-

-

80,371,642*

8.62

* These shares will be pledged to Sophesa SPC

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2010 for Motive Television plc, 31 December 2009 for Adecq Digital S.L. (Motive Television plc financial information incorporated by reference)

(iii) 30 June 2011 for the year ended 31 December 2010

30 September 2011 for the six month period ended 30 June 2011

30 June 2012 for the year ended 31 December 2011

 

EXPECTED ADMISSION DATE:

15 October 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Merchant Securities Limited

51-55 Gresham Street

London

EC2V 7HQ

 

NAME AND ADDRESS OF BROKER:

Jendens Securities Limited

11-14 Grafton Street

London

W1S 4EW

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document containing full details of the applicant and its securities will be available for public inspection for a period of not less than one month from the date of admission at the following location during normal business hours on any weekday (other than Saturdays, Sundays and public holidays):

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ and www.motivetelevision.co.uk

 

DATE OF NOTIFICATION:

12 October 2010

 

NEW/ UPDATE:

UPDATE

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAALLFISISLFLII
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