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Placing

30 Mar 2011 09:39

RNS Number : 9001D
First Artist Corporation PLC
30 March 2011
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FIRST ARTIST CORPORATION PLC

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("First Artist" or the "Company")

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Placing

Conversion of Unsecured Loan

Related Party Transaction

Issue of Equity

Total Voting Rights

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First Artist Corporation plc (AIM: FAN) is pleased to announce that it has placedΒ a total of 8,700,000 new ordinary of 2.5 pence each (the "Placing Shares")Β atΒ a price of 23Β pence per shareΒ (the "Placing Price") to raise Β£2 millionΒ before expenses (the "Placing"). The Placing is conditional upon admission of the Placing Shares to trading on AIM.

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The net proceeds from the Placing, representing new and existing investors from the UK, led by London-based entrepreneur Nigel Wray, will be used to reduce debt and for working capital. This is part of the Company's strategy to de-leverage the Group and enable the Board to continue re-positioning the Group's businesses.

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Pivot Entertainment LLC ("Pivot") has agreed to capitalize the unsecured loan that it made available to the Group as set out in the announcement of 08 December 2010 ("the Loan"). The Company has taken the decision to convert the debt (consisting of Β£1,480,323 in principal and interest) into 7,401,615 ordinary shares of the Company ("the Conversion Shares") at a conversion price of 20 pence per share ("the Conversion Price"). The Directors believe that the Conversion Price reflects the early stage investment made by Pivot as well as reducing the indebtedness of the Group.

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As Pivot is a significant shareholder in the Company, the conversion of the Loan into new ordinary shares by Pivot is a related party transaction under the AIM Rules. The Directors (less Mr. Barbera and Mr. Stoller) consider, having consulted with its Nominated Adviser, Seymour Pierce, that the terms of the Transaction are fair and reasonable insofar as the shareholders are concerned.

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As previously stated in the announcement made on 8 December 2010, the Company expressed its intention to replace the existing bank facility with a new revolving credit facility. The Company is presently arranging for a new bank facility with Allied Irish Bank (AIB) which based upon recent repayments of certain amounts of debt, will provide the Company with much more favorable interest rates and terms.

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An announcement will be made at the appropriate time if there is any further change in the financial condition of the Group.

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Application has been made for the admission ('Admission') of the Placing Shares and Conversion Shares to trading on theΒ AIMΒ market of the London Stock Exchange. It is expected that Admission will become effective and that dealings will commence on 03 April 2011. Upon issue, the Placing Shares and Conversion Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.

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Following the Placing and the conversion of the Loan, the total number of shares in issue is 65,957,718. There are no shares held in treasury. The total number of voting rights in the Company is therefore 65,957,718.

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The above figure of 65,957,718 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

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Commenting on today's announcement, Jeremy Barbera, Chief Executive of First Artist, said:

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"During February and March we have successfully raised Β£4 million in equity, principally to reduce bank debt, and strengthen our balance sheet. We are very grateful to Nigel Wray as well as all our other shareholders for the strong vote of confidence in our ability to re-position First Artist as a leading transatlantic media and entertainment business."

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Enquiries:

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First Artist Corporation Plc

Jeremy Barbera/David Stoller/ Shirley Stapleton Tel: +44 20 79930000

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Seymour Pierce Limited

Stewart Dickson /Tom Sheldon (Corporate Finance) Tel: +44 20 71078000

Katie Ratner (Corporate Broking)

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Bishopsgate Communications Limited

Duncan McCormick Tel: +44 20 75623350

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This information is provided by RNS
The company news service from the London Stock Exchange
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END
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Date   Source Headline
23rd Aug 201011:16 amRNSForm 8.5 (EPT/RI)
19th Aug 20109:11 amRNSForm 8 (OPD) - First Artist Corporation Plc
17th Aug 201011:26 amRNSForm 8.5 (EPT/RI)
12th Aug 20101:10 pmRNSForm 8.5 (EPT/RI) - Amendment
12th Aug 20109:41 amRNSForm 8.5 (EPT/RI)
11th Aug 20104:18 pmRNSPosting of Announcement
11th Aug 20103:43 pmRNSForm 8.3 - First Artist PLC
11th Aug 20101:31 pmRNSForm 8.5 (EPT/NON-RI) - First Artist
10th Aug 20102:07 pmRNSForm 8.3 - First Artist
10th Aug 201011:34 amRNSRule 2.10 Announcement
10th Aug 20109:54 amRNSStatement re: Share Price Movement
26th Jul 20109:50 amRNSHolding(s) in Company
13th Jul 20107:00 amRNSHolding(s) in Company
8th Jul 20106:07 pmRNSHolding(s) in Company
8th Jul 20105:45 pmRNSDirectorate Resignation
18th Jun 20104:06 pmRNSResult of AGM
2nd Jun 20105:29 pmRNSHolding(s) in Company
1st Jun 201012:22 pmRNSHolding(s) in Company
25th May 20107:00 amRNSNotice of AGM
24th May 20101:30 pmRNSDirector/PDMR Shareholding
21st May 20104:29 pmRNSDirector/PDMR Shareholding
20th May 20107:00 amRNSFinal Results
10th May 201012:26 pmRNSHolding(s) in Company
12th Apr 20105:07 pmRNSDirectorate Change
19th Feb 20109:59 amRNSEarnout payment and issue of equity
15th Feb 20107:00 amRNSChange of Adviser
12th Feb 20107:00 amRNSTrading Statement
12th Feb 20107:00 amRNSDisposal of Entertainment Management Business
2nd Feb 20107:00 amRNSDisposal
28th Jan 20102:59 pmRNSNotice of General Meeting
6th Jan 20102:56 pmRNSHolding(s) in Company
2nd Sep 200912:03 pmRNSTrading Update
4th Aug 20097:00 amRNSChange Accounting Reference Date/Trading Update
15th Jul 20092:43 pmRNSHolding(s) in Company
8th Jul 20094:29 pmRNSTotal Voting Rights
8th Jul 20094:23 pmRNSHolding(s) in Company
29th Jun 20097:00 amRNSEquity Placing/Equity Issue/Update/Board Change
22nd May 20097:00 amRNSInterim Results to 28 February 2009
20th May 200912:12 pmRNSHolding(s) in Company
30th Mar 20092:17 pmRNSHolding(s) in Company
3rd Mar 200912:45 pmRNSDirectorate Change
26th Feb 200912:05 pmRNSDirectorate Change
26th Feb 200912:03 pmRNSResult of AGM
26th Feb 20098:03 amRNSTrading Statement
2nd Feb 20098:00 amRNSNotice of AGM/Posting of Accounts
23rd Dec 200812:20 pmRNSIssue of Equity
8th Dec 20087:00 amRNSFinal Results
29th Oct 20086:02 pmRNSSch 1 update - First Artist Corporation plc
13th Oct 200811:07 amRNSSchedule 1 - First Artist Corporation plc
13th Oct 20087:30 amRNSRestoration - First Artist Corporation plc

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