Re: Acquisition - Replacement

1 Jun 2005 16:51

Catalyst Media Group PLC01 June 2005 1 June 2005 The following replaces the announcement released on 27 May 2005 at 07:00 underRNS number 8351M. The changes to the announcement are as follows; "New fundingin the amount of £704,600" not "£674,600" as previously stated and "Catalystalso announces that it has placed 7,274,286 shares of 1p each ('Shares') at aprice of 3.5p per share to raise a total of £254,600 before expenses('Placing')." not "6,417,143 shares" and "£224,600" as previously stated. Thepercentage shareholding for Adam Cohen and Jennifer Sultan has therefore changedto 7.961% and 7.649% respectively. The following sentence "Admission isanticipated to be effective from 3 June 2005." should also be disregarded. The full text of the amended announcement can be read below. Catalyst Media Group plc('Catalyst' or the 'Company') Suspension of shares pending proposed Reverse TakeoverNew funding in the amount of £704,600Board changes The Company announced on 12 November 2004 that it was in advanced negotiationsto acquire a 20 per cent stake in Satellite Information Systems (Holdings)Limited ('SIS') from United Business Media plc ('SIS Acquisition'). The SISAcquisition would constitute a reverse takeover in accordance with the AIMRules. Accordingly, the Company announced the suspension of its ordinary sharecapital from trading on the AIM market of the London Stock Exchange. The Companyannounces that these negotiations are continuing and expects to be in a positionto update shareholders on progress by 1 July 2005. In the interim the sharesremain suspended. Under the AIM rules, the Company is required to publish its annual accounts forthe financial year ended 30 October 2004 by 30 April 2005. The Company isproposing to delay publication pending the outcome of negotiations regarding theSIS Acquisition. Catalyst also announces that it has placed 7,274,286 shares of 1p each('Shares') at a price of 3.5p per share to raise a total of £254,600 beforeexpenses ('Placing'). In addition Catalyst announces that the group has raised£450,000, before expenses, by way of a secured loan ("Loan") from ReefSecurities Limited ("Reef"), a company which is wholly owned by Steven Smith.The Loan is secured by a charge over certain assets of the Catalyst group. Reefhas also been issued with 18,000,000 warrants, exercisable at any time prior to27 May 2010, to subscribe for, in aggregate, 18,000,000 Shares at 2.5p pershare. Under the requirements of the Companies Act 1985, certain transactionswith directors first require the approval of shareholders in general meeting. Inorder to ensure that the requisite working capital is available to the Companyon a timely basis and to avoid any conflict of interest in the future withregard to the Loan, Steven Smith has resigned as a Director of the Company, butwill remain as a consultant for the purpose of concluding the SIS Acquisition.The net proceeds of the Placing and the Loan will be used to provide workingcapital for the Company. The Directors of Catalyst consider, having consultedwith Strand Partners Limited, that the terms of the Loan are fair and reasonablein so far as shareholders are concerned. Application will be made for the Sharesto be admitted to trading on AIM. Anna Goodsell ACA (aged 30), currently Group Financial Controller and CompanySecretary, will assume the role of Chief Financial Officer and will be appointeda Director of the Company on completion of the SIS Acquisition. Prior to joiningCatalyst in June 2004 Anna was Group Finance Manager for Starbucks CoffeeCompany UK Limited. Anna qualified with Arthur Andersen in 2000. Adam Cohen, executive director, is stepping down from the board with effect from26 May 2005 in order to concentrate on developing Global Media Services, Inc("GMS"), the Group's New York based media services business. Under the terms ofthe agreement entered into at the time of the acquisition of GMS, Adam Cohen andJennifer Sultan will receive 2,856,000 and 2,744,000 Shares respectively in fulland final settlement of all further consideration due under the GMS agreement.These shares may not be disposed of prior to 31 October 2005. This will bringtheir shareholdings to 15,130,419 and 14,537,070 representing 7.961% and 7.649%respectively. Other than as set out below there is no further information to be disclosedunder paragraph (f) of Schedule 2 to the AIM Rules in respect of Anna Goodsell. Previous directorships: Soundwish Limited For further information, please contact: Paul Duffen, Chief ExecutiveCatalyst Media Group plc+44 20 7927 6699 This information is provided by RNS The company news service from the London Stock Exchange