PTCM.L Regulatory News (PTCM)

1 Mar 2007 18:22

Media Steps Group PLC01 March 2007 For immediate release 1 March 2007 MEDIA STEPS GROUP PLC ("MEDIA STEPS" OR THE "COMPANY") PROPOSED NEW INVESTOR APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE PROPOSED SUB-DIVISION AND REORGANISATION ISSUE OF NEW ORDINARY SHARES CHANGE OF NAME TO SANDFORD 1. Introduction On 22 December 2006, the Company announced that negotiations had been concludedfor the recapitalisation of the Company including the appointment of a newNominated Adviser and thereby the recommencement of trading in the shares on theAIM Market with immediate effect. As part of those arrangements, the ConcertParty conditionally agreed to subscribe £280,000 for 280 million New OrdinaryShares (the "Subscription Shares") at a price of 0.1 pence per share which wouldrepresent 79.55 per cent. of the Enlarged Issued Share Capital. The Company hastoday sent to shareholders a circular setting out full details of the Proposals(the "Document"). The issue of the Subscription Shares to the Concert Party would normally giverise to an obligation on the Concert Party to make a mandatory cash offer forthe Company pursuant to Rule 9 of the City Code. The Panel has agreed, however,to waive this obligation to make a general offer to all Shareholders that wouldotherwise arise a result of the Proposals subject to the passing on a poll byShareholders of Resolution 1 set out in the EGM Notice. 2. Information on the Investors and reasons for the Investment On completion of the Investment, the New Board will continue to pursue thestrategy approved by Shareholders to seek a suitable reverse take-over. The NewBoard intends to seek opportunities to acquire established businesses withproven management teams operating in attractive markets which can securesufficient funding to implement their designated business plan. The New Boardintends to focus on businesses that operate in the UK or where the New Board hassufficient knowledge about the jurisdiction in which the potential acquisitionis incorporated or operates to make a fully informed assessment as to the meritsof the acquisition. The New Board has already identified a number of potentialopportunities but has not yet commenced negotiations. The Directors believe that the new funds provided by the Investment willstabilise the Company's financial position so that the New Board can considerpotential opportunities. The New Board may also utilise one pound of theInvestment in order to buy back and cancel the Deferred Shares. The New Boardintends to raise further equity funding for the Company as soon as possiblefollowing the approval by Shareholders of the Investment at the EGM. The NewBoard believes that the additional funds would enable the Company to consider awider range of potential opportunities. Although the terms of any such furtherequity funding have yet to be determined, the members of the Concert Party haveinformed the Board that their current intention is that they would participateshould such a funding proceed. The Directors also believe that the Proposed Directors will be able to sourceand introduce possible opportunities. Any proposed transaction will be put toShareholders for their approval in general meeting at the appropriate time and,if the Proposed Directors have any interest in any such transaction, will be putto independent shareholders only. In order to preserve the Company's cash resources until a suitable acquisitioncan be found, the New Board has agreed to serve without remuneration until aminimum of £1 million in additional equity finance has been raised. In the event that no suitable transaction has been completed by 20 August 2007,the New Board undertakes to call a further extraordinary general meeting inorder to consider the future of the Company. This meeting may seek to put theCompany into members' voluntary liquidation or to find some other mechanismwhereby shareholders' funds will be returned to them in the most effectivemanner or, may seek the approval of shareholders to extend further the periodwithin which the New Board is authorised to seek a suitable transaction. 3. Change of name It is proposed that the name of the Company be changed to Sandford Plc. Aspecial resolution to this effect will be proposed at the EGM. 4. Sub-division and reorganisation of Share Capital One of the Conditions is the reorganisation of the share capital of the Company.In recognition of the current status of the Company and the revised strategy tobe adopted by the Company going forward, the Directors and the ProposedDirectors consider that the Company would benefit from a re-basing of its shareprice and accordingly are proposing the Reorganisation, the details of which areset out below. Reorganisation The Company is proposing to effect a sub-division of each of the ExistingOrdinary Shares into one New Ordinary Share and one deferred share of 0.9 penceeach ("Deferred Share") for each Existing Ordinary Share. The Deferred Shares so created will have no voting or dividend rights and, on areturn of capital, the right only to receive the amount paid up thereon afterthe holders of New Ordinary Shares have received the aggregate amount paid upthereon plus £1 million per New Ordinary Share. Consequently, the DeferredShares will, effectively, be valueless. The Company therefore intends torepurchase all of the Deferred Shares for £1 in aggregate at a later date. The rights of the Deferred Shares will allow all the Deferred Shares to beissued to one person who will hold them as the nominee of the beneficial owners.The purpose of this is to facilitate the purchase of such Deferred Shares by theCompany at a later date. Accordingly, all the Deferred Shares will be issued to the proposed new CompanySecretary and the Company proposes to enter into a contract with the ProposedCompany Secretary for the repurchase of all the Deferred Shares at same pointover the 24 months after the EGM. Pending the repurchase by the Company of the Deferred Shares, no sharecertificates will be issued in respect of them, nor will CREST accounts ofShareholders be credited in respect of any entitlement to Deferred Shares.Instead the Deferred Shares will be held by the Proposed Company Secretary asnominee for Shareholders pending their repurchase, as described above. Onrepurchase of the Deferred Shares, the amount standing to the credit of theDeferred Share account will be credited to the capital redemption reserve. 5. Directors and changes in board structure Under the terms of the Subscription Agreement, following Completion, RogerBateman, Ian Russell and Michael Cornwell will resign as Directors. Ian Russellwill also resign as Company Secretary. Neil McClure will remain as a directorand will enter into a new service agreement on identical terms with the ProposedDirectors. At the same time, the Proposed Directors will be appointed asreplacement directors. Paul Foulger will be appointed as Company Secretary.Following the aforesaid appointments and resignations the Board will comprisethe following Directors, all of whom will serve without remuneration until afurther equity fundraising raising a minimum of £1 million has been completed: Neil McClure, Non-Executive Chairman (aged 53) Neil McClure qualified as a chartered accountant with Coopers and Lybrand andthen worked in corporate finance at Phillips & Drew before joining Saatchi &Saatchi as corporate finance director in 1985. Subsequently he has been adirector of a number of publicly quoted companies, principally in theadvertising and marketing service industries and is currently a non-executivechairman of Alan Brazil Leisure plc and chairman of Table Mountain Minerals plc.Neil also currently advises a number of private companies in the media andsports related industries. Neil Co-founded Table Mountain Minerals plc (nowPlectrum Petroleum plc) with Adam Reynolds and resigned as a director in July2005. Adam Reynolds, Proposed Executive Director (aged 44) Adam began his career as a stockbroker in 1980, working first with Rowe Rudd andthen Jacobson & Townsley as a commission salesman. In 1983, he established theLondon office of John Siddall & Son, becoming a director in 1987. In 1988, hebrokered the sale of that office to Branston & Gothard, where he headed up theUK equity sales team that he had brought with him for the next five years. Heremained at Branston & Gothard as a UK equity salesman until 1998, when hejoined Basham & Coyle, a financial PR firm, as a director in charge of investorrelations, specialising in developing the PR strategies of smaller companies. InFebruary 2000, he established Hansard Group plc, a financial PR firm, listing iton AIM in November 2000, before successfully leading a management buy-out of thebusiness in 2004 at which time Hansard group acquired a major division ofEnergem Resources Inc. which changed its name to FirstAfrica Oil plc. Adam isalso the chairman of International Brand Licensing plc, owners of the Admiralsports clothing brand, a director of Plectrum Petroleum plc and WiltonInternational Management Group Limited. Paul Foulger, Proposed Executive Director (aged 37) Paul has considerable public and private company experience, most recentlyhaving acted as finance director in the reversal of First Africa Oil plc intoFinancial Development Corporation plc. Paul previously worked in the publishingindustry with HarperCollins Publishers and subsequently became finance directorat Elsevier Science, a subsidiary of Reed Elsevier plc. He led a managementbuy-out of previously quoted financial communications group Hansard in 2004, ofwhich he remains a director. He also consulted on the listing of Table MountainMinerals plc in 2005 and its subsequent acquisition by Plectrum Petroleum plc.In 2005, he became a director of Cielo Holdings plc, now called Curidium Medicaplc, and successfully completed an acquisition of Curidium Limited in July 2006.His other directorships include International Brand Licensing plc and WiltonInternational Management Group. Paul is a qualified certified accountant and iscurrently completing his MBA at Warwick Business School. 6. Warrants In recognition of the substantial time commitment in the last 8 months withoutremuneration in dealing with the restructuring of the business, achievingcompromise with the two principal creditors and arranging the new investmentfrom the Concert Party, the Independent Directors have agreed to create theWarrants and to grant 8,800,000 Warrants to Neil McClure. Each Warrant willentitle Neil McClure to receive, upon exercise of the Warrants, one New OrdinaryShare at an exercise price of 0.1p per New Ordinary Share. The Warrants may be exercised at anytime before the expiry of a three yearperiod from the date of completion of the Proposals. In addition, Hansard (a member of the Concert Party) has granted Neil McClurethe Purchase Option to acquire, following completion of the Proposals, 8,800,000New Ordinary Shares from Hansard at an exercise price of 0.1p per New OrdinaryShare at any time before the expiry of a three year period from the date ofcompletion of the Proposals. As a consequence of the Purchase Option, Neil McClure is being treated as amember of the Concert Party. Accordingly, the recommendation below is providedby the Independent Directors only. 7. The City Code The Investment gives rise to certain considerations under the City Code. The City Code is issued and administered by the Panel. The City Code applies toall takeovers and merger transactions, however effected, where the offereecompany is, inter alia, a public company with its registered office in the UKand whose place of central management and control is in the UK. Media Steps issuch a company and its Shareholders are entitled to the protections afforded bythe City Code. Under Rule 9 of the City Code ("Rule 9") when any person acquires, whether by aseries of transactions over a period of time or not, an interest in shares which(taken together with shares in which persons acting in concert with him areinterested) carry 30 per cent. or more of the voting rights of a company; or (b)any person, together with persons acting in concert with him, is interested inshares which in the aggregate carry not less than 30 per cent. of the votingrights of a company but does not hold shares carrying more than 50 per cent. ofsuch voting rights and such person, or any person acting in concert with him,acquires an interest in any other shares which increases the percentage ofshares carrying voting rights in which he is interested, then such person shallextend offers, on the basis set out in Rules 9.3, 9.4 and 9.5, to the holders ofany class of security whether voting or non-voting and also to the holders ofany other class of transferable securities carrying voting rights. An offer under Rule 9 must be in cash and at the highest price paid within thepreceding twelve months for any shares in the company by the person required tomake the offer or any person acting in concert with him. The Panel has deemed the Concert Party to be acting in concert for the purposesof the City Code on account of their all being Subscribers. Neil McClure currently owns 83,333 Ordinary Shares which he acquired on 24 June2005 pursuant to the placing of new Ordinary Shares by the Company on theOriginal Admission. As a consequence of the Purchase Option on completion of theProposals, Neil McClure is also being treated as a member of the Concert Party.Other than Neil McClure's interest in the share capital of the Company, no othermember of the Concert Party currently has any interests, rights to subscribe orshort positions in the share capital of the Company. On completion of theProposals (and including the share reorganisation), the Concert Party will hold280,083,333 New Ordinary Shares in aggregate, representing approximately 79.57per cent. of the Enlarged Issued Share Capital. On the basis of the fullexercise by Neil McClure of the Purchase Option (to acquire 8,800,000 NewOrdinary Shares from Hansard) and the Warrant (to subscribe for 8,800,000 NewOrdinary Shares), the Concert Party will hold 288,883,333 New Ordinary Shares inaggregate, representing 80.07 per cent. of the Diluted New Ordinary ShareCapital. The shareholdings of each member of the Concert Party immediatelyfollowing Completion are set out below: Subscriber Current holding New Ordinary Current holding Percentage of New Ordinary Percentage of of Ordinary Shares of Ordinary New Ordinary Shares after Diluted New Shares as at subscribed shares and/or Share Capital exercise by Ordinary Share the date of pursuant to the New Ordinary on Completion Neil McClure of Capital on this Investment Shares the Purchase Completion Announcement subscribed Option and pursuant to the Warrant Investment Hansard nil 100,000,000 100,000,000 28.41% 91,200,000 25.28%Adam nil 37,500,000 37,500,000 10.65% 37,500,000 10.39%ReynoldsPaul AndrewPeter nil 37,500,000 37,500,000 10.65% 37,500,000 10.39%FoulgerGraham nil 20,000,000 20,000,000 5.68% 20,000,000 5.54%ChambersPaul Lister nil 10,000,000 10,000,000 2.84% 10,000,000 2.77%Penelope nil 10,000,000 10,000,000 2.84% 10,000,000 2.77%HorneDavid nil 20,000,000 20,000,000 5.68% 20,000,000 5.55%NewtonPalanInvestments nil 35,000,000 35,000,000 9.94% 35,000,000 9.70%Benjamin nil 5,000,000 5,000,000 1.42% 5,000,000 1.39%SimonsAndrew Tan nil 5,000,000 5,000,000 1.42% 5,000,000 1.39%Neil 83,333 nil 83,333 0.02% 17,683,333 4.90%McClure Total 83,333 280,000,000 280,083,333 79.57% 288,883,333 80.07% All of the members of the Concert Party other than Graham Chambers and NeilMcClure are also shareholders of Hansard's holding company, Boldwood.Accordingly, the total direct and indirect interests of each member of theConcert Party, other than Hansard, in the Company on completion of theInvestment are set out below: Total direct and indirect Total direct and Total direct and interests based on existing indirect interests indirect interests shareholding in Boldwood (Note 1 ) based on maximum based on maximum shareholding in shareholding in Boldwood (Note 2 ) Boldwood and after exercise by Neil McClure of the Purchase Option and Warrant (Note 4 ) Subscriber Current New Current Percentage Current Percentage New Percentage holding of Ordinary holding of of New holding of of New Ordinary of Diluted Ordinary Shares Ordinary Ordinary Ordinary Ordinary Shares New Shares as at subscribed shares and/ Share shares and/ Share subscribed Ordinary the date of pursuant to or New Capital on or New Capital on pursuant to Share this the Ordinary Completion Ordinary Completion the Capital on Announcement Investment Shares Shares Investment Completion subscribed subscribed pursuant to pursuant to the the Investment Investment Adam nil 64,250,000 64,250,000 18.25% 62,541,771 17.77% 60,338,095 16.72%ReynoldsPaul Andrew nil 46,875,000 46,875,000 13.32% 48,026,316 13.65% 47,100,000 13.06%PeterFoulgerGraham nil 20,000,000 20,000,000 5.68% 20,000,000 5.68% 20,000,000 5.54%Chambers(Note 3)Paul Lister nil 22,500,000 22,500,000 6.39% 22,531,328 6.40% 21,428,571 5.94%Penelope nil 22,500,000 22,500,000 6.39% 22,531,328 6.40% 21,428,571 5.94%HorneDavid nil 29,375,000 29,375,000 8.35% 27,832,080 7.91% 27,142,857 7.52%NewtonPalan nil 42,500,000 42,500,000 12.07% 41,265,664 11.72% 40,714,286 11.29%InvestmentsBenjamin nil 8,750,000 8,750,000 2.49% 11,265,664 3.20% 10,714,286 2.97%SimonsAndrew Tan nil 8,750,000 8,750,000 2.49% 11,265,664 3.20% 10,714,286 2.97%Neil 83,333 nil 83,333 0.02% 83,333 0.02% 17,683,333 4.90%McClure(Note 4)Total 83,333 265,500,000 265,583,333 75.45% 267,343,149 75.95% 277,264,285 76.85% Notes: 1. Based on the Subscribers shareholdings in Hansard's holding company, Boldwoodas at the date of this Announcement. 2. Based on the Subscribers shareholdings in Hansard's holding company, Boldwoodas at the date of this Announcement assuming full exercise of all outstandingshare options in Boldwood. 3. Graham Chambers has no interest in the share capital of Boldwood. 4. Neil McClure has no interest in the share capital of Boldwood. As describedabove, Subject to Completion Neil McClure has been granted the Purchase Option(to acquire 8,800,000 New Ordinary Shares from Hansard) and the Warrant (tosubscribe for 8,800,000 New Ordinary Shares). Accordingly, the issue of New Ordinary Shares to the Concert Party on completionof the Investment would normally give rise to an obligation on the Concert Partyto make a Rule 9 offer to Shareholders immediately before the Proposals areimplemented. The Panel has agreed, however, to waive this obligation on the Concert Party tomake a general offer to all Shareholders that would otherwise arise as a resultof the Proposals subject to the passing on a poll by Shareholders (who for theavoidance of doubt do not include members of the Concert Party) of Resolution 1set out in the Notice of Extraordinary General Meeting. Following completion of the Proposals, the Concert Party will own or control 50per cent. or more of the Enlarged Issued Share Capital of the Company andaccordingly, under the City Code, whilst they continue to be treated as actingin concert, each member will be able to increase further their respectivepercentage shareholding in the voting rights of the Company without incurring anobligation under Rule 9 to make a general offer to Shareholders to acquire theentire issued share capital of the Company. However, individual members of theConcert Party will not be able to increase their percentage shareholding througha Rule 9 threshold, without the consent of the Panel. Neil McClure currently owns 83,333 Ordinary Shares which he acquired on 24 June2005 pursuant to the placing of new Ordinary Shares by the Company on Admissionto AIM. Other than Neil McClure's interest in the share capital of the Company,no other member of the Concert Party has had any interest in securities of theCompany in the 12 months preceding 1 March 2007. The Rule 9 Waiver will beinvalid if any member of the Concert Party acquires an interest in securities ofthe Company in the period between 1 March 2007 and the EGM. Accordingly, eachmember of the Concert Party has undertaken to the Company that he will notacquire an interest in securities in the Company during such period. The Independent Directors, other than Michael Cornwell who has no holding ofOrdinary Shares, have irrevocably committed to the Concert Party to vote infavour of the Resolutions to be proposed at the EGM set out in the Notice of EGMcontained at the end of the Document. The Independent Directors have anaggregate holding of 7,165,999 Ordinary Shares representing approximately 9.96per cent. of the Existing Ordinary Shares. 8. Concert Party Lock-in arrangements Each member of the Concert Party, who at Completion will be regarded as beinginterested in 280,083,333 New Ordinary Shares, representing 79.57 per cent. ofthe Enlarged Issued Share Capital, have under the terms of the Concert PartyLock-In Agreements undertaken to the Company and Beaumont Cornish that (andsubject to the exceptions permitted by the AIM Rules) they will not dispose ofany interest in New Ordinary Shares for a period of twelve months from Admissionwithout the prior written consent of Beaumont Cornish. 9. Current trading and prospects As disclosed in the un-audited interim results of the Company for the six monthsended 30 September 2006, the Company has not traded since it disposed of MSUK on3 July 2006. 10. Share options Granted by the Company Pursuant to the Investment, the existing options over 2,879,500 Ordinary Sharesheld by the Directors as well as the Corporate Synergy Option, SpringtimeOption, the Albany Option and the Juvenara Option will be cancelled. The Companyintends to adopt a new share option scheme in the future. Other Options Pursuant to the Purchase Option Agreement Hansard has agreed, subject toCompletion, to grant an option to Neil McClure to purchase from Hansard up to8,800,000 New Ordinary Shares at a purchase price of 0.1p per share at anytimeduring the period ending on the third anniversary of Admission. 11. Extraordinary General Meeting The EGM will be held at the offices of Fasken Martineau Stringer Saul LLP at10.30 a.m. on 26 March 2007 at which resolutions will be proposed as follows: (i) Resolution 1, an ordinary resolution to approve the waiver of theobligations on the Concert Party (or any member of it) to make a general offerto Shareholders pursuant to Rule 9 of the City Code in the event of the issue ofNew Ordinary Shares to the Concert Party on completion of the Investment(subject to Shareholders approval by voting on a poll); (ii) Resolution 2, conditional upon Resolution 1, an ordinary resolution toincrease the share capital of the Company by the creation of a further100,000,000 Ordinary Shares of 1p each; (iii) Resolution 3, which will be proposed as an ordinary resolution, to renewthe authority of the Directors to issue New Ordinary Shares in the capital ofthe Company pursuant to section 80 of the Act; (iv) Resolution 4, which will be proposed as a special resolution, to disapplythe statutory pre-emption rights contained in section 89(1) of the Act in thecircumstances specified in the resolution; (v) Resolution 5, which will be proposed as a special resolution, to approve theSub-division and Reorganisation; (vi) Resolution 6, which will be proposed as a special resolution, to approvethe change of the name of the Company to Sandford plc; (vii) Resolution 7, which will be proposed as a special resolution, to approvethe adoption of New Articles of Association; and (viii) Resolution 8, which will be proposed as a special resolution, to approvethe purchase by the Company from the Company Secretary for an aggregate price of£1 for all the Deferred Shares that are created by the Sub-division andReorganisation. 12. Recommendation As a consequence of the Purchase Option (over 8,800,000 of the New OrdinaryShares to be owned by the Concert Party on completion of the Proposals), NeilMcClure is being treated as a member of the Concert Party. Accordingly, therecommendation is provided by the Independent Directors only. The Independent Directors, having been so advised by Beaumont Cornish, considerthat the Proposals, including the Investment and the waiver granted by the Panelof the obligation by the Concert Party (or any member of it) to make a generaloffer to shareholders pursuant to Rule 9 on completion of the Investment and theissue of the New Ordinary Shares to the Investor, to be fair and reasonable andin the best interests of the Company and the Shareholders as a whole. Inproviding its advice, Beaumont Cornish has taken into account the commercialassessment of the Independent Directors. The Independent Directors, other than Michael Cornwell who has no holding ofOrdinary Shares, have irrevocably committed to the Concert Party to vote infavour of the Resolutions to be proposed at the EGM. The Independent Directors have an aggregate holding of 7,165,999 Ordinary Sharesrepresenting approximately 9.96 per cent. of the Ordinary Shares. Should the Proposals not be approved by the Shareholders at the EGM it is clearthat the Company has no future and will be insolvent by virtue of its financialposition. The Directors would therefore have no choice to but to appoint aliquidator. The Independent Directors therefore unanimously urge and recommend toShareholders to vote in favour of the Resolutions set out in the Notice of EGMas they and those connected with them have irrevocably agreed to do in respectof their own beneficial holdings of Ordinary Shares referred to above. Enquiries: Media Steps Group plc Tel: 07710 652277 Neil McClure, Chairman Hansard Group Tel: 0207 245 1100 Paul Foulger Beaumont Cornish Limited Tel: 0207 628 3396 Roland Cornish, Chairman Michael Cornish APPENDIX DEFINITIONS The following definitions apply throughout this Announcement unless the contextotherwise requires: "Act" the Companies Act 1985 (as amended)"Admission" the admission of the Enlarged Issued Share Capital to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules"AIM" the AIM Market of the London Stock Exchange"AIM Rules" the rules for AIM Companies and their nominated advisers issued by the London Stock Exchange from time to time"Albany Capital Option" the option granted to Albany Capital plc (and dated 16 June 2005) under which the Company granted Albany Capital plc an option to subscribe for 1,250,000 Existing Ordinary Shares (such number rising if the Company was to draw down on the Secured Loan Facility) and which is exercisable at anytime from the date of Original Admission to the date falling three years from Original Admission, at 6 pence per share"Articles" the articles of association of the Company"Beaumont Cornish" Beaumont Cornish Limited"Boldwood" Boldwood Limited, a company registered in England with registered number 05232587"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001, as amended) for the purpose of paperless settlement in respect of which CRESTCo Limited is the operator (as defined in those Regulations)"City Code" the City Code on Takeover and Mergers"Company" or "Media Steps" Media Steps Group Plc, a company registered in England and Wales with registered number 5353387"Completion" completion of the Proposals"Compromise Agreements" the agreements and deeds of termination entered into between the Company (1) and each of LIC Management Limited (2) Roger Bateman (3) Ian Russell (3) and Sports & Classic Solutions Limited (5)"Concert Party" Hansard, Adam Reynolds, Paul Foulger, Graham Chambers, Paul Lister, Penelope Horne, David Newton, Palan Investments, Benjamin Simons, Andrew Tan and Neil McClure"Corporate Synergy Option" the option granted to Corporate Synergy plc (and dated 16 June 2005) under which the Company granted Corporate Synergy plc an option to subscribe for 2,160,000 Existing Ordinary Shares and which is exercisable at anytime from the date of Original Admission to the date falling three years from Original Admission, at 6 pence per share"Diluted New Ordinary Share Capital" the issued share capital of the Company assuming completion of the Proposals and the exercise in full of the Warrants and the Purchase Option"Directors" or "Board" the directors of the Company at the date of this Announcement"Document" the document dated 1 March 2007 setting out full details of the Proposals and including the notice of the EGM"EGM" the extraordinary general meeting of the Company to be held on 26 March 2007 at 10.30 a.m. (or any adjournment thereof)"Enlarged Issued Share Capital" the issued ordinary share capital of the Company on Completion, comprising the Existing Ordinary Shares and the New Ordinary Shares"Existing Ordinary Shares" the 72,000,000 existing issued Ordinary Shares at the date of this Announcement"Farmer Compromise Agreement" the compromise agreement, dated 21 December 2006, between the Company (1) and James Farmer (2)."Form of Proxy" the form of proxy to be used by holders of Existing Ordinary Shares in connection with the EGM"FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000 (as amended)"Group" the Company and, until the sale of MSUK, its subsidiaries including but not limited to MSUK"Hansard" Hansard Communications.com Limited, a company registered in England and Wales with registered number 03928022"Independent Directors" Roger Christopher Bateman, Ian Phillip Russell and Michael Francis Cornwell"Independent Shareholders" those shareholders entitled to vote on the Resolution 1 pursuant to paragraph 2(d) of Appendix 1 of the City Code"Investment" the investment of £280,000 by the Investors as per the Subscription Agreement"Investors" Hansard and its nominees, together the Concert Party"Juvenara Investments Option" the option granted to Juvenara Investments Limited (and dated 16 June 2005) under which the Company granted Juvenara Investments Limited an option to subscribe for 1,250,000 Existing Ordinary Shares (such number rising if the Company was to draw down on the Secured Loan Facility) and which is exercisable at anytime from the date of Original Admission to the date falling three years from Original Admission, at 6 pence per share"Issue Price" 0.1 pence per New Ordinary Share"Loan Note Deeds" the deeds of termination entered into with the Loan Note Holders"Loan Note Holders" the holders of Series B Loan Notes"Loan Note Instrument" the deed poll creating the Series B Note Notes"London Stock Exchange" or "Exchange" London Stock Exchange plc"MSUK" means Media Steps (UK) Limited, a company registered in England and Wales under company number 4880448, the former subsidiary of the Company"New Board" means Neil McClure, Adam Reynolds and Paul Foulger"New Ordinary Shares" means Ordinary Shares of 0.1 pence each in the capital of the Company as created by the Reorganisation"Options" the options to subscribe for Ordinary Shares granted by the Company to the Option holders"Option holders" (a) Neil McClure (b) Springtime Consultants Limited (c) Corporate Synergy Plc (d) Albany Capital plc and (e) Juvenara Investments Limited"Option Termination Deeds" the deeds, dated 28 February 2007 and entered into between the Company(1) and each of the Option holders (2) under which the Option holders have agreed to the cancellation of their options, subject to the passing of the Resolutions"Ordinary Shares" the ordinary shares of 1 pence each in the share capital of the Company at the date of this Announcement"Original Admission" the admission of the share capital of the Company to AIM which took place on 24 June 2005"Panel" the Panel on Takeovers and Mergers, the regulatory body which administers the City Code"Proposals" the Investment, the Resolutions, the cancellation of the Options, the termination of the Loan Notes, the appointment of the Proposed Directors, the resignation of the current Directors (save for Neil McClure) the settlement of the James Farmer claim and the change of name of the Company"Proposed Directors" the Directors who will be appointed directors of the Company subject to the passing of the Resolutions"Prospectus Rules" the rules made by the FSA pursuant to sections 734A(1) and (3) of FSMA, as defined in section 417(1) of FSMA"Purchase Option" the option granted by Hansard to Neil McClure, subject to Completion, to acquire 8,800,000 New Ordinary Shares "Regulations" The Uncertificated Securities Regulations 2001 (SI 2001/3755)"Reorganisation" the sub-division and reorganisation of the Existing Ordinary Shares"Resigning Directors" Roger Christopher Bateman, Ian Phillip Russell and Michael Francis Cornwell, all of whom will resign immediately following the EGM"Resolutions" the resolutions set out in the notice of EGM at the end of this Document and 'Resolution' shall mean any one of them as appropriate"Series B Loan Notes" the unsecured loan notes"Series B Loan Notes Holders" the holders of Series B Loan Notes"Shareholders" or "Members" holders of Existing Ordinary Shares"Springtime Option" the option granted to Springtime Consultants Limited, and dated 16 June 2005, under which the Company granted to Springtime Consultants Limited an option to subscribe for 900,000 Existing Ordinary Shares and which is exercisable at anytime from the date of Original Admission to the date falling three years from Original Admission, at 6 pence per share"Subscription Agreement" the conditional agreement entered into on 20 December 2006 between the Company (1) and Hansard (2)"UK" the United Kingdom of Great Britain and Northern Ireland"Waiver" the conditional waiver by the Panel of the obligation of the Concert Party that may otherwise arise under 'Rule 9' of the City Code to make a mandatory cash offer for the issued New Ordinary Shares not already owned by the Concert Party on Completion"Warrants" warrants to subscribe for New Ordinary Shares at an exercise price of 0.1p per New Ordinary Share"Warrant Instrument" the deed poll creating the Warrants and setting out the terms and conditions of the exercise of the Warrants ENDS This information is provided by RNS The company news service from the London Stock Exchange