PTCM.L Regulatory News (PTCM)

26 Mar 2007 13:50

Media Steps Group PLC26 March 2007 For immediate release 26 March 2007 Media Steps Group Plc ("Media Steps" or the "Company") Result of the EGM Information on the Concert Party Board changes Strategy and proposed fund raising 1. EGM Result The Board of Media Steps is pleased to announce that at the EGM of the Companyheld earlier today, all the following resolutions, as detailed in the circularto shareholders dated 1 March 2007 (the "Document"), were duly passed: (i) The Waiver of the obligations on the Concert Party (or any member of it) tomake a general offer to Shareholders pursuant to Rule 9 of the City Code in theevent of the issue of New Ordinary Shares to the Concert Party on completion ofthe Investment. This Resolution was approved by the Independent Shareholders ona poll; (ii) The increase in the share capital of the Company by the creation of afurther 100,000,000 Ordinary Shares of 1p each; (iii) To grant authority to the Directors to issue New Ordinary Shares in thecapital of the Company pursuant to section 80 of the Act; (iv) The disapplication of the statutory pre-emption rights contained in section89(1) of the Act in the circumstances specified in the resolution; (v) The Sub-division and Reorganisation; (vi) The change of the name of the Company to Sandford plc; (vii) The adoption of New Articles of Association; and (viii) The approval of the purchase by the Company from the CompanySecretary, for an aggregate price of £1, of all of the Deferred Shares that arecreated by the Sub-division and Reorganisation. Following the passing of the Resolutions at the EGM on 26 March 2007, MediaSteps will complete the proposals set out in the Document. The Enlarged IssuedShare Capital, comprising in total 352,000,000 New Ordinary Shares, is expectedto be admitted to trading on AIM on Tuesday, 27 March 2007. 2. Information on the Concert Party 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 has also been treated as a member of the Concert Party.On completion of the Proposals (and including the share reorganisation), theConcert Party will hold 280,083,333 New Ordinary Shares in aggregate,representing approximately 79.57 per cent. of the Enlarged Issued Share Capital. On the basis of the full exercise by Neil McClure of the Purchase Option (toacquire 8,800,000 New Ordinary Shares from Hansard) and the Warrant (tosubscribe for 8,800,000 New Ordinary Shares), the Concert Party will hold288,883,333 New Ordinary Shares in aggregate, representing 80.07 per cent. ofthe Diluted New Ordinary Share Capital. The shareholdings of each member of theConcert Party immediately following Completion are set out below: Subscriber Current New Ordinary Current Percentage New Ordinary Percentage holding of Shares holding of of New Shares after of Diluted Ordinary subscribed Ordinary Ordinary exercise by New Shares as at pursuant to shares and/or Share Neil McClure Ordinary the date of the Investment New Ordinary Capital on of the Share this Shares Completion Purchase Capital on Announcement subscribed Option and Completion pursuant to Warrant the 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 interests Total direct and indirect Total direct and indirect based on existing shareholding in interests based on interests based on Boldwood (Note 1 ) maximum shareholding in maximum shareholding in Boldwood (Note 2 ) Boldwood and after exercise by Neil McClure of the Purchase Option and Warrant (Note 4 ) Subscriber Current New Ordinary Current Percentage Current Percentage New Ordinary Percentage holding of Shares holding of of New holding of of New Shares of Diluted Ordinary subscribed Ordinary Ordinary Ordinary Ordinary subscribed New Shares as at pursuant to shares and/or Share shares and/or Share pursuant to Ordinary the date of the Investment New Ordinary Capital on New Ordinary Capital on the Investment Share this Shares Completion Shares Completion Capital on Announcement subscribed subscribed Completion pursuant to pursuant to the Investment the Investment Adam nil 64,250,000 64,250,000 18.25% 62,541,771 17.77% 60,338,095 16.72%ReynoldsPaul AndrewPeter nil 46,875,000 46,875,000 13.32% 48,026,316 13.65% 47,100,000 13.06%FoulgerGraham 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%NewtonPalanInvestments nil 42,500,000 42,500,000 12.07% 41,265,664 11.72% 40,714,286 11.29%Benjamin 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). 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. 3. Board changes In addition, the appointments of Adam Reynolds and Paul Foulger as ExecutiveDirectors of the Company, will take effect on the Admission of the EnlargedIssued Share Capital to AIM on Tuesday 27 March 2007. At this time, RogerBateman, Ian Russell and Michael Cornwell will resign as directors. 4. Strategy and proposed fund raising As described in the Document, on completion of the Investment, the New Boardwill continue to pursue the strategy approved by Shareholders to seek a suitablereverse take-over. The New Board has already identified a number of potentialopportunities but has not yet commenced negotiations. The New Board intends toraise further equity funding for the Company as soon as possible followingCompletion. The New Board believes that the additional funds would enable theCompany to consider a wider range of potential opportunities. The terms of anysuch further equity funding have yet to be determined and a further announcementwill be made in due course. 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"Articles" the articles of association of the Company"Boldwood" Boldwood Limited, a company registered in England with registered number 05232587"City Code" the City Code on Takeover and Mergers"Company" or Media Steps Group Plc, a company registered in England and"Media Steps" Wales with registered number 5353387"Completion" completion of the Proposals"Concert Party" Hansard, Adam Reynolds, Paul Foulger, Graham Chambers, Paul Lister, Penelope Horne, David Newton, Palan Investments, Benjamin Simons, Andrew Tan and Neil McClure"Diluted New the issued share capital of the Company assuming completion ofOrdinary Share the Proposals and the exercise in full of the Warrants and theCapital" Purchase Option"Directors" or the directors of the Company at the date of this Announcement"Board""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 held on 26 March 2007 at 10.30 a.m."Enlarged Issued the issued ordinary share capital of the Company on Completion,Share Capital" comprising the Existing Ordinary Shares and the New Ordinary Shares"Existing the 72,000,000 existing issued Ordinary Shares at 1 March 2007Ordinary Shares""FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000 (as amended)"Hansard" Hansard Communications.com Limited, a company registered in England and Wales with registered number 03928022"Independent those shareholders who were entitled to vote on Resolution 1Shareholders" 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"London Stock London Stock Exchange plcExchange" or"Exchange""New Board" means Neil McClure, Adam Reynolds and Paul Foulger"New Ordinary means Ordinary Shares of 0.1 pence each in the capital of theShares" Company as created by the Reorganisation"Ordinary the ordinary shares of 1 pence each in the share capital of theShares" Company"Original the admission of the share capital of the Company to AIM whichAdmission" 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 the Directors who will be appointed directors of the CompanyDirectors" subject to the passing of the Resolutions"Purchase the option granted by Hansard to Neil McClure, subject toOption" Completion, to acquire 8,800,000 New Ordinary Shares"Reorganisation" the sub-division and reorganisation of the Existing Ordinary Shares"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"Shareholders" holders of Existing Ordinary Sharesor "Members""Subscription the conditional agreement entered into on 20 December 2006Agreement" between the Company (1) and Hansard (2)"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 the deed poll creating the Warrants and setting out the termsInstrument" and conditions of the exercise of the Warrants ENDS This information is provided by RNS The company news service from the London Stock Exchange