PTCM.L Regulatory News (PTCM)

22 Dec 2006 07:01

Media Steps Group PLC22 December 2006 For immediate release 22 December 2006 MEDIA STEPS GROUP PLC ("Media Steps' or 'the Company") Conditional agreement to subscribe for new equity Agreement with key creditors Appointment of Beaumont Cornish Limited as the Company's Nominated Adviser and Broker Board changes Shares to recommence trading on AIM Further to the announcement of 20 November 2006, Media Steps announces that keynegotiations have now been concluded for the recapitalisation of the Companyincluding the appointment of a new Nominated Advisor and thereby therecommencement of trading in the shares on the AIM market with immediate effect. SHARE SUBSCRIPTION Hansard Communications.com Limited ("Hansard") have conditionally agreed tosubscribe £280,000 for 280 million new ordinary shares of 0.1pence at a price of0.1 pence per share in Media Steps (the "Subscription") which will represent79.5 per cent of the issued share capital as enlarged. The Subscription issubject to a number of conditions as described below, including the approval bythe shareholders of the Company of the waiver of any obligations of Hansard tomake a general offer to shareholders pursuant to Rule 9 of the City Code onTakeovers and Mergers. Hansard has the right to nominate persons to subscribefor all or part of such shares in its place. Subject to fulfilment of the conditions listed below, Adam Reynolds and PaulFoulger as representatives of Hansard will join the Board of Media Steps and allexisting directors with the exception of Chairman, Neil McClure, will resign. Following the recapitalisation (as detailed below) it is expected that theCompany will seek a suitable opportunity for a reverse takeover of an existingbusiness, as detailed in the resolution passed at the Extraordinary GeneralMeeting held on 21 August 2006 following the sale of Media Steps tradingactivities. AGREEMENT WITH CREDITORS As outlined in the Annual Report and Accounts, following the sale of its tradingsubsidiary in June 2006 the Company was left with two principal liabilities. The first is a liability of £330,000 to holders of a Series B Convertible LoanNote (the "Loan Notes") issued to certain creditors at the time of Media Stepsoriginal AIM flotation. The holders of these Loan Notes have all agreed, subjectto the Subscription becoming unconditional, to accept 25 pence in the pound onthe nominal value of these notes, being in total £82,500. The second liability relates to the claim for unfair dismissal lodged by formerSales Director James Farmer. This claim for approximately £140,000 was due to beheard at an industrial tribunal shortly. Mr Farmer has agreed to accept the sumof £36,500, subject to the Subscription becoming unconditional, in full andfinal settlement of all claims. CONDITIONS The principal conditions attached to Hansard's share subscription agreement are,inter alia, as follows: (i) The settlements of the amount owed to the Loan Note holders andsettlement of James Farmer's claim in accordance with the conditions set outabove; (ii) Resolutions being passed in an Extraordinary General Meeting of theCompany to approve the increase in authorised share capital necessary to allowthe Subscription to proceed, the reorganisation of the share capital which willinvolve the subdivision of each ordinary share from 1 pence to (a) one ordinaryshare of 0.1pence and (b one deferred share of 0.9 pence, a renewal of theDirectors authority to allot shares pursuant to section 80 of the Companies Act1985, a renewal of the disapplication of section 89(1) of the Companies Act1985, a change in the name of the Company, the adoption of new Articles ofAssociation; (iii)The resignations of all directors save for the Chairman, Neil McClure; (iv) The appointment of Adam Reynolds and Paul Foulger as Directors; (iv) The appointment of Beaumont Cornish as Nominated Advisor and therecommencement of trading in Media Steps shares on the AIM market; and (vi) The approval by the shareholders of the Company of the waiver of anyobligations of Hansard to make a general offer to shareholders pursuant to Rule9 of the City Code on Takeovers and Mergers pursuant to the Subscription. APPOINTMENT OF NOMINATED ADVISOR Following the resignation of Corporate Synergy as the Company's NominatedAdvisor with effect from 21 November 2006, trading in the Company's shares wassuspended on AIM. Beaumont Cornish has today agreed to act as the Company's Nominated advisor witheffect from today and accordingly the Stock Exchange has been requested to liftthe suspension with immediate effect. RESIGNATION OF DIRECTOR Mr Tony Jansen resigned as Managing Director of the Company with immediateeffect. Mr Jansen, who in common with other Directors has taken no remunerationsince June 2006, has resigned without compensation. EXTRAORDINARY GENERAL MEETING A Circular containing full details of all proposals and containing Notice of anExtraordinary General Meeting will be sent to shareholders soon as feasible. Itis hoped that all necessary approvals will be in place and that the Subscriptionby Hansard will become unconditional before the end of February 2007. Neil McClure, Chairman, said: "The new share subscription together with the agreement with creditors and theappointment of a new Nominated Advisor will enable the Company to concentrate onfinding a suitable company to acquire so that we can rebuild shareholder value.On completion of the Subscription by Hansard, he Company will be free ofoverhanging liabilities. I look forward to Adam Reynolds and Paul Foulger joining the Board in duecourse, with whom I have worked before, onto the Board of Media Steps and I amsure that their experience in restructuring and recapitalising other AIM quotedcompanies will allow us swiftly to move the Company forward from here". Enquiries: Media Steps Group plc Tel: 07710 652277Neil McClure, Chairman Beaumont Cornish Limited Tel: 0207 628 3396Roland Cornish, Chairman Hansard Group Tel: 0207 245 1100Adam Reynolds / Paul Foulger ENDS This information is provided by RNS The company news service from the London Stock Exchange