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13 Mar 2009 16:27
FOR IMMEDIATE RELEASE 13 March 2009
RAM INVESTMENT GROUP PLC
("RAM" or the "Company")
RAM INVESTMENT GROUP PLC INVESTS £177,500 IN NEW PLANET INVESTMENTS LTD ("NPI") TO SECURE STAKE IN TRAIN FX LTD, CONVERTIBLE LOAN FOR £200,000 SECURED, LOAN OF £200,000 MADE TO VISION MEDIA GROUP AND PLACING OF NEW ORDINARY SHARES
Investment in NPI
The Board of RAM Investment Group plc ("RAM") announces that it has signed an agreement to invest £177,500 in New Planet Investments Ltd ("NPI"), a special purpose vehicle established to acquire the assets of Train FX Ltd from the Vision Media Group plc. This initial investment secures RAM 18.3 % of the NPI's issued share capital.
NPI currently has an exclusive arrangement with VMG to acquire 100% of Train TV from VMG, with a long stop date of 30th June 2009, for an overall enterprise value of between £2,100,000 and £2,600,000.
Train FX Ltd (Train TV registered) has signed contracts with National Express and First Capital Connect with the right to install digital TV screens and an ambient sound system on their railway carriage fleet. The screens and sound system will broadcast passenger journey information, breakfast style news and advertising. The technology is also in place for the train operators to access back-haul information.
For the year ended 31 December 2007 Train TV made a loss of £561,612 on Turnover of £34,169. As at 31 December 2007 it had Net Liabilities of £1,630,646.
RAM has also agreed an option (at RAM's call only) with VMG to acquire the remaining issued share capital of NPI, with a long stop date of 30th June 2009, in the event that NPI is successful in acquiring the remainder of Train TV from VMG. Should RAM exercise this option then the Company expects this to be classified as a Reverse Takeover in accordance with AIM Rule 14 and accordingly the necessary AIM requirements followed.
Executive Chairman Tim Baldwin comments;
"Train FX is aiming to obtain long-term contracts with the all train operating companies covering the Greater London rail commuter market over ground. This represents approximately 800 million passenger train journeys a year. For UK advertisers, it is the last bastion of captive broadcasting in mass transit. The programme is scheduled to be rolled out on the East Anglia franchise by the start of the Olympic Games. It is an investment in which the Board has every confidence."
Issue of £200,000 Convertible Loan
The Company announces that it has raised £200,000 through the issue of a convertible Loan Note to Swandale Ltd. The Company has agreed to pay Swandale Ltd a fee of £10,000 for the Loan and interest is payable at 12% per annum compounded monthly.
So far as not converted, the principal amount of the Loan Note together with any interest due thereon would be redeemed on 20 February 2011 or at the option of the Company at any time before such date or at the election of Swandale Ltd following the breach by the Company of any conditions set out in the Loan Note. The Loan Note is convertible into Ordinary Shares at a price of 4p each in the capital of the Company.
The proceeds of the Convertible Loan will be used for general working capital purposes and to make investments in accordance with the Company's investing strategy.
Loan of £200,000 made to Vision Media Group Plc ("VMG")
The Company announces that it has made a loan of £200,000 to VMG. £150,000 has been drawn down. The Loan carries an interest rate of 12% per annum payable on redemption in one year in the event that the sale of Train TV to NPI does not conclude and in which circumstances the Loan investment would convert into shares in Train TV. In the event that the sale of Train TV to NPI concludes successfully the interest will be waived on completion of the transaction and the Loan would convert into part of the payment of the acquisition costs.
The Placing
The Company has placed 1,025,000 new ordinary shares of 1p each at a price of 4p per share to raise £41,000 before expenses, with institutional investors on behalf of clients. The new Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares in issue and application will be made for such new Ordinary Shares to be admitted to trading on AIM. This is expected to be on 20 March 2009. The proceeds of this issue, after expenses, will be used for the working capital requirements of the Company.
For further information please call:
Tim Baldwin RAM investment Group plc 020 7518 4337
Roland Cornish Beaumont Cornish Limited 0207 628 3396
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