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Issue of Deferred Consideration

17 Jun 2011 13:30

RNS Number : 6554I
RedHot Media International Limited
17 June 2011
 



17June 2011

 

RedHot Media International Limited

('RedHot' or the 'Company')

 

Issue of Deferred Consideration

 

The Board of RedHot announces that it has issued and allotted 307,488 new ordinary shares of US$0.10 each (the "New Ordinary Shares") in respect of deferred consideration which is payable by the Company in relation to the acquisition of In Motion Media ("IMM"), details of which were announced by RedHot on 19 December 2008.

 

The consideration payable by RedHot in relation to the acquisition of IMM, as detailed in the announcement issued by the Company on 19 December 2008, is calculated on the basis of 120% of the audited post-tax profits of IMM for financial years' 2008 through to 2011 subject to caps in each calendar year. This consideration is payable 2/3rds in cash and 1/3rds in new Ordinary Shares in the Company.

 

The New Ordinary Shares being issued are in satisfaction of consideration payable by the Company in respect of profits generated by IMM in 2008 and 2009. The number of New Ordinary Shares issued as consideration is calculated on the basis of a share price of 80 pence per share. A cash payment of RMB5,118,259 (equivalent to approximately £490,329*) has been made by the Company in satisfaction of the cash element of the consideration which is payable by the Company.

 

Application has been made to the London Stock Exchange for the admission to trading on AIM of the New Ordinary Shares and it is expected that dealings in the New Ordinary Shares will commence on or around 24 June 2011.

 

In conformity with the Financial Services Authority's Disclosure and Transparency rules, RedHot hereby notifies that the Company's issued share capital following admission of the New Ordinary Shares will comprise 36,577,215 ordinary shares of US$0.10 each. All of these shares carry voting rights. The Company does not hold any shares in treasury. The above figure of 36,577,215 ordinary shares in the Company carrying voting rights 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 FSA's Disclosure and Transparency Rules.

 

 

RedHot Media International Limited

Cheong Chia Chieh

Tel: +601 2329 5522

Allenby Capital Limited

(Nominated Adviser and Joint Broker)

Tel: +44 (0)203 328 5656

Nick Athanas

James Reeve

Daniel Stewart & Company Plc (Joint Broker)

Tel: +44 (0)20 7776 6550

Antony Legge

Colin Rowbury

 

Leander PR (Financial PR) Tel: +44 (0)7795 168 157

Christian Taylor-Wilkinson

 

*Calculated on the basis of the exchange rate of 1RMB = 0.0958 GBP as at 17 June 2011

 

Notes to editors:

 

 

RedHot Media International Limited (AIM: RHM), is a Cayman Islands incorporated holding company. Its primary activity is that of a media broking group, including an innovative barter sales trading activity, in Malaysia and the major cities of the People's Republic of China ("PRC"), namely Shanghai, Beijing and Guangzhou.

 

A media broker conventionally purchases advertising space on behalf of its clients and earns commissions from the media providers based on the amount of advertising purchased. The AxChange business model adopts a pull marketing approach by aggregating demand from advertisers and consumers/merchants to generate additional sales for both the media owners and advertisers respectively.

 

RedHot also acts, to a lesser extent, as a non-stockholding distributor for certain clients (for whom it also acts as a media broker) with the intention of generating higher margins for the Group than would be obtained in conventional media buying.

 

Using this distribution based business model (AxChange), which the Directors aim to grow, RedHot enters into a contract to draw down various lines of inventory and then, as the inventory is sold through RedHot's distribution network, the proceeds from the sales are used to purchase media space for the same client.

 

The AxChange business model has been designed to free up working capital; allowing RedHot's customers to pay for advertising and assist new entrants into Malaysia & China (where capital controls are still in place) in selling their products using RedHot's established distribution network. RedHot also believes the model provides benefits to its distributors; providing them with lower unit prices and access to credit facilities to which they otherwise would not have access.

 

-ends-

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