VITA.L Regulatory News (VITA)

23 Feb 2007 07:01

Cellcast plc23 February 2007 Press Release 23 February 2007 Cellcast plc ("Cellcast" or "the Company") Loan Facility, Conversion to Equity and Placing, Notice of EGM Further to the announcement made on 19 February 2007 relating to the delay tothe draw down of the loan facility, Cellcast plc (AIM:CLTV), the globalinteractive digital broadcaster, announces an additional £173,000 drawdown ofits £1 million convertible loan facility with Headstart Funds ("Headstart") (the"Headstart Facility") in order to fund working capital. On 20 February 2007 Headstart issued conversion notices in respect of £198,000out of the £225,000 convertible redeemable loan notes issued to them in respectof the £225,000 drawdown by the Company under the Headstart Facility on 26January 2007. In the conversion notices Headstart has directed that the3,142,857 shares issued pursuant to the notices (the "Conversion Shares") beissued and placed with an investor at 6.3 pence per share (who will subscribe atotal of £198,000 for the Conversion Shares). Application has been made for the Conversion Shares, which will rank pari passuwith the existing shares in issue, to be admitted to AIM, and admission isexpected to become effective on 28 February 2007. Following this notification, the total number of shares in issue stands at49,988,447 shares. Cellcast also announces that notice of an extraordinary general meeting (EGM),to be held at 15.00hrs on 23 March 2007 at the Company's offices, 3-8 BolsoverStreet London W1W 6AB, has been posted to shareholders. To ensure the ability of the Company to pursue opportunities if and when theybecome available, the Directors are seeking approval to increase the Company'sauthorised ordinary share capital and to grant the Directors the power to allotnew ordinary shares for cash on a non-pre-emptive basis. Resolutions to the following effect will be proposed at the EGM as OrdinaryResolutions: (a) to increase the authorised share capital to create 50,000,000 new OrdinaryShares; (b) to authorise the Directors to allot all new 50,000,000 Ordinary Shares ofthe Company; and a resolution will to the following effect be proposed as a SpecialResolution: (c) to authorise the Directors to allot up to 50,000,000 Ordinary Shares forcash as if Section 89(1) of the Companies Act 1985 did not apply. Copies of the notice of the EGM will be available for public viewing at theregistered office of the Company, The Registry, 34 Beckenham Road, BeckenhamKent BR3 4TU. - Ends - For further information:Cellcast plcAndrew Wilson, CEO Tel: +44 (0) 20 7190 0300andrew@cellcast.tv www.cellcast.tv HB CorporateEdward Hutton/ Rachel Kane Tel: +44 (0) 20 7510 8600e.hutton@hbcorporate.co.uk www.hbcorporate.co.ukr.kane@hbcorporate.co.uk Media enquiries:AbchurchHenry Harrison-Topham / Joanne Shears Tel: +44 (0) 20 7398 7700joanne.shears@abchurch-group.com www.abchurch-group.com Notes to Editors: Cellcast plc Cellcast 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, Miami, Hong Kong and Sao Paolo,Cellcast's applications and programming are distributed on the Sky Digital andFreeview platforms in the UK and broadcast partners include Canal+ in France;Future TV, Dubai Television and Rotana TV in the Middle East; Zee TV, STAR TVand Sahara TV in India; TVS-3 in China; TV3 in Malaysia; and Rede TV, TV Gazettaand TV Banderantes in Brazil. Cellcast's revenues streams are independent of both advertising and subscriptionfees. With a network of revenue sharing agreements with telecommunicationscarriers and aggregators across five continents, Cellcast receives a share ofthe call revenue every time a consumer uses a mobile or fixed-line phone toparticipate in its interactive entertainment, revenue which is retained orshared with its broadcast partners. Cellcast's programme formats andproprietary Interactive Platform (CIP) also facilitate delivery of content tomobile phones, the internet and broadband-delivered IPTV. This enables viewersto continue participating in a programme away from the TV, generating 24/7revenue opportunities. Cellcast plc joined the AIM market of the London Stock Exchange on 21 September2005. This information is provided by RNS The company news service from the London Stock Exchange