VITA.L Regulatory News (VITA)

26 Nov 2007 09:00

Cellcast plc26 November 2007 Cellcast plc ("Cellcast" or "the Company") Dealings by directors and a substantial shareholder Revisions to the Concert Party established on admission to AIM Cellcast plc (AIM:CLTV), the global interactive digital broadcaster, announcesthat Headstart Funds ("Headstart") has today issued conversion notices inrespect of an aggregate of £450,000 convertible redeemable loan notes at 4p pershare and that the 11,250,000 shares issued in respect of the conversion noticeswill be acquired by all the Directors of the Company and Neil Craven, asubstantial shareholder ("the Investors"), at the same price. The Company has made a further drawdown of £500,000 of its £2 millionconvertible loan facility provided by Headstart and Headstart has agreed not toconvert the relevant loan notes for a period of four months from today's date. The Investors are acquiring the 11,250,000 shares issued pursuant to theconversion notices (the "Conversion Shares") in the following proportions, ofwhich 7,000,000 are being acquired by the Directors for a total consideration of£280,000 ("the Acquisition"): Number of sharesDirectorAndrew Wilson - CEO 2,250,000 *Bertrand Folliet - COO 2,250,000 *Julian Paul - Chairman 1,250,000**Emmanuelle Guicharnaud - CFO 625,000 *Mike Neville - Non Executive Director 625,000 Substantial shareholderNeil Craven 4,250,000 * to be registered in the name of Harkness Trading Limited** to be registered in the name of a nominee company on behalf of Mr Paul's SelfInvested Pension Plan Following the Acquisition, Neil Craven's shareholding will increase to 12,749,927 shares (16.88% of the enlarged issued shares). Concert Party revisions At the time of the publication of the Company's AIM admission document inSeptember 2005, the Panel on Takeovers and Mergers ("the Panel") deemed thatAtlas Group of Companies Limited ("Atlas"), SMS Media Limited and Sardik Limitedwere a concert party (the "Original Concert Party"). The Original Concert Partyowned 100% of the Company's ordinary shares before admission, and 65.9 % onadmission. The Original Concert Party was therefore in a position to increaseits interest in the voting rights of the Company without incurring an obligationunder Rule 9 of the City Code to make a general offer. The Panel have agreed with the Company's analysis that Atlas (which isinterested in 8,645,635 shares, representing 13.5% of the issued share capitalbefore the Acquisition), SMS Media Limited and Sardik Limited are no longer aconcert party. Furthermore, the Atlas Option Agreement, under which SMS MediaLimited had certain rights to acquire the Atlas shareholding (which represented28.3% of the issued share capital on admission) has expired. The Panel has further agreed with the Company that Andrew Wilson, BertrandFolliet and Emmanuelle Guicharnaud who are directors of the Company are aconcert party ("the Concert Party"). Following the Acquisition, the ConcertParty will be interested in 20,406,767 shares representing 27.02% of theenlarged issued share capital. These interests include shares held and/orcontrolled by SMS Media Limited and Sardik Limited, who were members of theOriginal Concert Party. Under Rule 9 of the City Code, if the number of shares in which the ConcertParty is interested increases to 30% or more of the voting rights, the relevantmember of the Concert Party will incur an obligation to make a general offer. The Concert Party's interests following the Acquisition are held as follows:- Shares % of issued shares Harkness Trading Limited (note 1) 6,687,500 8.86SMS Media Limited (note 2) 9,680,062 13.21Sardik Limited (note 2) 1,992,662 2.72Andrew Wilson 1,643,000 2.24Emmanuelle Guicharnaud 357,403 0.49Bertrand Folliet 46,140 0.06Total 20,406,767 27.02 Note 1: controlled by Andrew Wilson and Bertrand FollietNote 2: controlled by Harkness Trading Limited Application has been made to The London Stock Exchange for the ConversionShares, which will rank pari passu with the existing shares in issue, to beadmitted to AIM, and admission is expected to become effective on or around 29November 2007. Following this notification, the total number of shares in issue stands at75,513,224. Andrew Wilson, Chief Executive of Cellcast, said: "The Directors of Cellcast arevery pleased to be making this deeper commitment to the Company. The speed withwhich interactive digital entertainment is being adopted by consumers across theglobe, in particular among mobile phone users, is reinforcing the alreadysignificant growth opportunity for the Company and its proven business model.Investing £280,000 of our own money is testament to our strong belief in bothCellcast's strategy and the outlook." - Ends - For further information:Cellcast plcAndrew Wilson, CEO Tel: +44 (0) 20 7190 0300andrew@cellcast.tv www.cellcast.tv Media enquiries:Threadneedle CommunicationsGraham Herring / Alex White Tel: +44 (0) 20 7936 9605graham.herring@threadneedlepr.co.uk HB CorporateEdward Hutton/ Rachel Kane Tel: +44 (0) 20 7510 8600 Notes to Editors: Cellcast plcCellcast plc (AIM: CLTV) is a leading international provider of participationtelevision applications and interactive mobile content in the fast-growingmulti-platform digital entertainment sector. Headquartered in London, withassociated operations in Paris, Beirut, Mumbai, Hong Kong and Sao Paolo,Cellcast's applications and programming are distributed on the Sky Digital andFreeview platforms in the UK, and the company is partnered with broadcasters andtelecom networks in Europe, the Middle East, India, South-East Asia, China, andSouth America. Cellcast plc joined AIM in 2005. This information is provided by RNS The company news service from the London Stock Exchange