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TIDMPRO
RNS Number : 8773A
Progressive Digital Media Group PLC
05 April 2012
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
5 April 2012
Progressive Digital Media Group plc
("PDMG" or the "Company or the "Group")
Proposed Placing to raise GBP20 million, Capitalisation of Shareholder Loan and Debt Set-off and Notice of General Meeting
Progressive Digital Media Group plc, a content driven media company producing premium business information, research services and marketing solutions, today announces that it has raised GBP20 million before expenses through a placing of Ordinary shares by Singer Capital Markets Limited (the "Placing").
The Directors intend that the net proceeds will be used to fund growth opportunities and in particular to finance complementary acquisitions in the Business Information Market in the near term as well as funding a partial repayment of the Company's borrowings.
The Directors believe that the business is well placed to deliver long term growth as PDMG starts to realise the anticipated benefits from investments in its Business Information products, digital platforms and sales infrastructure. Additionally, the Board sees significant opportunities for growth through the acquisition of businesses which not only complement the Company's proposition but also offer real, quantifiable and deliverable synergy benefits. If approved, the Placing will provide PDMG with the financial resources needed to accelerate growth through acquisition.
Placing will be effected by the issue of 111,111,111 new ordinary shares of 0.01 pence each (the "Placing Shares") have been conditionally placed with new institutional investors at a price of 18 pence per Placing Share, a premium of 7.46% to the closing price of 16.75 pence on 4 April 2012.
Simultaneously with the Placing, Michael Danson, Executive Chairman and 83.89% shareholder in the Company, has entered into the Capitalisation Agreement to convert GBP8 million of a non-interest bearing loan of GBP9,768,871 into 44,444,444 Ordinary Shares at the Placing Price (the "Capitalisation"). Following the Placing and the Capitalisation, Michael Danson's shareholding in the Company will be 67.72%.
The Placing and the Capitalisation are conditional on shareholder approval.
Michael Danson, Chairman of the Company said:
"Progressive Digital Media is building a high quality global business platform and today's proposed placing, along with the capitalisation, will enable the Company to accelerate its strategy of increasing its presence in profitable, high growth global markets via subscription based content."
A circular containing a Notice of General Meeting of the Group (the "Circular"), convened for 10:05 am on 27 April 2012, has today been sent to Shareholders of the Company outlining the terms of the Placing and Capitalisation and seeking Shareholder approval to, inter alia, enable the Directors to allot the New Ordinary Shares in connection with the Placing and the Capitalisation.
For further information please contact:
Progressive Digital Media Group plc 0207 936 6400
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Mike Danson, Chairman
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Mark Meek, CEO
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Singer Capital Markets Limited 0203 205 7500
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James Maxwell / Jonathan Marren
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Nick Donovan
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Hudson Sandler 0207 796 4133
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Nick Lyon
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DISCLAIMER
Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Singer Capital Markets Limited will not be responsible to anyone other than the Group for providing the protections afforded to clients of Singer Capital Markets Limited or for advising any other person on the arrangements described in this announcement. Singer Capital Markets Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Singer Capital Markets Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
The Placing Shares will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Canada, Australia or Japan nor has any prospectus in relation to the New Ordinary Shares been lodged with or registered by the Australian Securities and Investments Commission. Accordingly, subject to certain exceptions, the New Ordinary Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia or Japan. This announcement is directed and issued only to the shareholders of PDMG and their representatives and shall not be distributed to or used by any other person. Overseas shareholders and any person (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward this announcement to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
Proposed Placing to raise GBP20 million, Capitalisation of Shareholder Loan and Debt Set-off and Notice of General Meeting
1. Introduction and summary
Your Board is pleased to inform you that the Company has today announced that it has conditionally raised GBP20 million (gross of expenses) to fund near term acquisitions and to reduce the Company's borrowings. The fundraising will be effected through a Placing of 111,111,111 New Ordinary Shares at a price of 18 pence per share, a premium of approximately 7.46 per cent. to the closing price of 16.75 pence on 4 April 2012. The Placing is subject to certain conditions, as set out in paragraph 4 below, including shareholder approval through the passing of the Resolutions at the General Meeting to be held on 27 April 2012. The General Meeting will immediately follow the Company's annual general meeting which is being held at 10.00 am.
Simultaneously with the Placing, Michael Danson, Executive Chairman and 83.89% shareholder in the Company, has entered into the Capitalisation Agreement to convert GBP8 million of a non-interest bearing loan of GBP9,768,871 owed to Michael Danson by certain members of the Group into 44,444,444 Ordinary Shares at the Placing Price. Following the Placing and the Capitalisation, Michael Danson's shareholding in the Company will be 67.72%.
2. Background to and reasons for the Placing and Capitalisation
We believe that the business is well placed to deliver long term growth as we start to realise the anticipated benefits from our investment in our Business Information products, our digital platforms and sales infrastructure. Additionally, we see significant opportunities for growth though the acquisition of businesses which not only complement our proposition but also offer real, quantifiable and deliverable synergy benefits. If approved, the Placing will provide PDMG with the financial resources needed to accelerate growth through acquisition.
3. Current trading and prospects
On 6 March 2011 the Company published its Preliminary results for the year ended 31 December 2011. Since then, the Company has traded in line with the Board's expectations.
4. The Placing
The Company has conditionally raised approximately GBP19.1 million (net of expenses) through the issue of the Placing Shares at the Placing Price, which represents a premium of 7.46 per cent. to the closing middle market price of 16.75p per Existing Ordinary Share on 4 April 2012, being the latest Dealing Day prior to the publication of the Circular. The Placing Shares will represent 20.88 per cent. of the Company's issued ordinary share capital immediately following Admission.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Singer Capital Markets has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten by Singer Capital Markets. The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 30 April 2012 (or such later time and/or date as the Company and Singer Capital Markets may agree, but in any event by no later than 8.00 a.m. on 14 May 2012).
The Placing Agreement contains warranties from the Company in favour of Singer Capital Markets in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Singer Capital Markets in relation to certain liabilities it may incur in respect of the Placing. Singer Capital Markets has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Singer Capital Markets in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the usual course of business.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 30 April 2012.
The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.
5. Use of proceeds
The Directors intend that the net proceeds of the Placing of GBP19.1 million will be used as follows:
i. GBP15.1 million to fund growth opportunities and in particular to finance complementary acquisitions in the Business Information Market in the near term; and
ii. GBP4 million to fund repayment of the Company's borrowings.
6. The Capitalisation and Debt Set-offs
Under the terms of the Capitalisation Agreement, conditional on the Placing, Michael Danson has agreed to convert GBP8 million of a non-interest bearing loan of GBP9,768,871 made to members of the Group into 44,444,444 Ordinary Shares at the Placing Price. Following the Placing, this will result in Mr Danson's shareholding in the Company decreasing to 67.72%.
In addition, under the Capitalisation Agreement, conditional on the Placing, Mr Danson and certain members of the Group have agreed that the remaining GBP1,768,871 of the Shareholder Loan not capitalised pursuant to the Capitalisation shall be set off against an equivalent amount owed by WMI (a company wholly owned by Mr Danson) to the Group. The Debt Set-offs will have no impact on the Group's financial position or results of operations.
As a result of Michael Danson's existing 83.89% shareholding and his position as Executive Chairman of the Company, the Capitalisation and the Debt Set-offs are Related Party Transactions under the AIM Rules. Having consulted with the Company's Nominated Advisor Singer Capital Markets, the Independent Directors are of the opinion that the Capitalisation and the Debt Set-offs are fair and reasonable and in the best interests of the Company and its Shareholders as a whole.
7. Recommendation
The Directors are of the opinion that the Placing, and the passing of the Resolutions, are in the best interests of the Company and its Shareholders as a whole and, accordingly, recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do so in respect of their beneficial holdings amounting, in aggregate, to 322,043,020 Existing Ordinary Shares, representing approximately 85.54 per cent. of the existing issued ordinary share capital of the Company.
The Independent Directors, having consulted with the Company's Nominated Advisor Singer Capital Markets, are of the opinion that the Capitalisation and the Debt Set-offs are fair and reasonable and in the best interests of the Company and its Shareholders as a whole.
Michael Danson has indicated to the Board that he intends to vote in favour of the Resolutions in respect of his beneficial holdings, amounting to in aggregate 315,853,181 Ordinary Shares, representing approximately 83.89 per cent. of the Company's Existing Ordinary Shares.
PLACING STATISTICS
Placing Price 18p
Number of Existing Ordinary Shares 376,492,131
Number of New Ordinary Shares being
issued by the Company pursuant to the
Placing 111,111,111
Number of New Ordinary Shares being
issued by the Company pursuant to the
Capitalisation 44,444,444
Number of Ordinary Shares in issue following
Admission 532,047,686
Percentage of the existing issued ordinary
share capital of the Company being issued
pursuant to the Placing and the Capitalisation 41.32%
Total proceeds of the Placing GBP20 million
Estimated expenses of the Placing GBP0.9 million
Estimated net proceeds of the Placing GBP19.1 million
receivable by the Company
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2012
Publication of the Circular 5 April
Latest time and date for receipt of 10.05 am on 25
Form of Proxy April
General Meeting 10.05 am on 27
April
Admission and dealings in the New Ordinary 8.00 a.m. on 30
Shares expected to commence on AIM April
Where applicable, expected date for 30 April
CREST accounts to credited in respect
of Placing Shares in uncertificated
form
Where applicable, expected date for by 7 May
despatch of definitive share certificates
for Placing Shares in certificated form
DEFINITIONS
The following definitions apply throughout the Circular and this announcement unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Capitalisation" the conditional capitalisation of GBP8,000,000
of the Shareholder Loan by way of the subscription
by Michael Danson of the Capitalisation Shares
at the Placing Price and the repayment by certain
members of the Group of GBP8,000,000 of the Shareholder
Loan, further details of which are set out in
the Circular
"Capitalisation the agreement between Michael Danson, the Company,
Agreement" certain other members of the Group and WMI relating
to the Capitalisation and the Debt Set-offs
"Capitalisation the 44,444,444 new Ordinary Shares which are
Shares" the subject of the Capitalisation
"certificated form" an Ordinary Share recorded on a company's share
or "in certificated register as being held in certificated form (namely,
form" not in CREST)
"Closing Price" the mid market closing price per Ordinary Share
of 16.75 pence on 4 April 2012
"Company" or "PDMG" Progressive Digital Media Group plc, a company
incorporated and registered in England and Wales
under the Act with registered number 03925319
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3655)
"Dealing Day" a day on which the London Stock Exchange is open
for business in London
"Debt Set-offs" the conditional set-off of GBP1,768,871 of debt
owed to certain Group companies by WMI against
GBP1,768,871 of the Shareholder Loan remaining
after the Capitalisation, further details of
which are set out in the Circular
"Directors" or "Board" the directors of the Company whose names are
set out on page 4 of the Circular, or any duly
authorised committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 376,492,131 Ordinary Shares in issue at the
Shares" date of this announcement, all of which are admitted
to trading on AIM
"Form of Proxy" the pink form of proxy for use in connection
with the General Meeting which accompanies the
Circular
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"General Meeting" the general meeting of the Company to be held
at John Carpenter House, John Carpenter Street,
London EC4Y 0AN at 10.05 a.m. on 27 April 2012
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"Independent Directors" the Directors other than Michael Danson
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" together, the Placing Shares and the Capitalisation
Shares
"Notice of General the notice convening the General Meeting which
Meeting" is set out in the Circular
"Ordinary Shares" ordinary shares of 0.01 pence each in the capital
of the Company
"Placing" the conditional placing of the Placing Shares
by Singer Capital Markets, as agent on behalf
of the Company, pursuant to the Placing Agreement,
further details of which are set out in the Circular
"Placing Agreement" the conditional agreement dated 5 April 2012
and made between Singer Capital Markets and the
Company in relation to the Placing, further details
of which are set out in the Circular
"Placing Price" 18 pence per Placing Share
"Placing Shares" the 111,111,111 new Ordinary Shares which are
the subject of the Placing
"Proposals" together, the Placing, the Capitalisation, the
Debt Set-offs and Admission
"Prospectus Rules" the prospectus rules made by the FSA pursuant
to section 73A of the FSMA
"Resolutions" the resolutions set out in the Notice of General
Meeting
"Shareholder Loan" the non-interest bearing loan of GBP9,768,871
owed by members of the Group to Michael Danson
pursuant to loan notes dated 5 November 2008
and 27 November 2009
"Shareholders" holders of Ordinary Shares
"Singer Capital Singer Capital Markets Limited, the Company's
Markets" nominated adviser and broker
"UK" the United Kingdom of Great Britain and Northern
Ireland
"US" or "United the United States of America, each State thereof,
States" its territories and possessions (including the
District of Columbia) and all other areas subject
to its jurisdiction
"uncertificated" an Ordinary Share recorded on a company's share
or "in uncertificated register as being held in uncertificated form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
"WMI" World Marketing Intelligence Limited (registered
in England and Wales under number 02676810),
which is wholly owned by Michael Danson
This information is provided by RNS
The company news service from the London Stock Exchange
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