Boom Pictures Limited Recommended Cash Offer for Boomerang Plus plc (8556G)

TIDMBOOM

RNS Number : 8556G

Boom Pictures Limited

04 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

4 July 2012

RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF OF BOOM PICTURES LIMITED FOR BOOMERANG PLUS PLC

Summary

-- The Boom Pictures Directors and the Independent Directors of Boomerang are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Boomerang, to be made by Deloitte Corporate Finance on behalf of Boom Pictures.

-- Under the terms of the Offer, Boomerang Shareholders are entitled to receive 77 pence in cash for each Offer Share held, representing a premium of approximately:

- 51.0 per cent. to the closing price of 51.0 pence per Offer Share on 3 July 2012, being the last business day prior to the publication of this Announcement; and

- 52.6 per cent. to the average closing price of 50.5 pence per Offer Share during the 12 months prior to 3 July 2012.

-- The Offer, which is wholly in cash, values the entire issued and to be issued share capital at approximately GBP7.1 million.

-- The Independent Directors, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable and will recommend unanimously that Boomerang Shareholders accept the Offer and that Independent Shareholders vote in favour of the Ordinary Resolution to be proposed at the General Meeting. In providing advice to the Independent Directors of Boomerang, finnCap has taken into account the Independent Directors' commercial assessments.

-- In aggregate, Boom Pictures has received irrevocable undertakings to accept the Offer in respect of a total of 5,351,477 Offer Shares, representing approximately 80.9 per cent. of the Offer Shares and to vote in favour of the Ordinary Resolution in respect of a total of 3,168,773 Eligible Voting Shares, representing approximately 74.2 per cent. of the Eligible Voting Shares.

-- Boom Pictures has received irrevocable undertakings from the Independent Directors to accept, or procure the acceptance of, the Offer in respect of a total of 13,111 Offer Shares, representing approximately in aggregate 0.2 per cent. of the Offer Shares and to vote, or procure the vote, in favour of the Ordinary Resolution in respect of their entire beneficial holdings of 13,111 Eligible Voting Shares, representing approximately 0.3 per cent. of the Eligible Voting Shares.

-- Certain other Independent Shareholders have also irrevocably undertaken to accept, or procure the acceptance of, the Offer and to vote in favour of the Ordinary Resolution in respect of a total of 3,155,662 Offer Shares, representing approximately 47.7 per cent. of the Offer Shares and approximately 73.9 per cent. of the Eligible Voting Shares.

-- The members of the Management Team have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of all of the Management Offer Shares amounting to 2,182,704 Offer Shares and representing approximately 33.0 per cent. of the Offer Shares.

-- Boom Pictures, a company backed by LDC (acting as manager of LDC I and LDC Parallel I), Lorraine Heggessey and the Management Team, including Huw Eurig Davies (Chief Executive Officer of Boomerang), Mark Fenwick (Finance Director of Boomerang) and Gareth Rees (Executive Director of Boomerang), is a recently incorporated company established for the purpose of making the Offer. Following the Offer being declared unconditional in all respects, shares in Boom Pictures will be owned by funds managed by LDC, Lorraine Heggessey and the Management Team.

-- A General Meeting of Boomerang will be convened to approve the proposed arrangements between Boom Pictures and the Management Team and the Offer will be conditional on, inter alia, the passing of the Ordinary Resolution by Independent Shareholders at the General Meeting.

Commenting on the Offer:

Daniel Sasaki, Managing Director of LDC, said:

"LDC has an outstanding investment track record in media investing, including successful exits in TV production like Mersey Television. LDC believes that the UK TV production sector has strong growth prospects, at home and abroad, especially as the digital age and the rise of social and mobile media stretch the traditional distribution models for video content. This is one of the reasons we announced last year a commitment to invest GBP200m in the sector over the next two years.

We are excited about the opportunity to back Lorraine Heggessey, a leading light of the industry, in partnership with the management of Boomerang, who are an innovative and experienced team that consistently punches above its weight. We believe this combination can drive significant growth when Boomerang is released from the confines of the public markets. In return, LDC has the resources, skills and track record to help management accelerate the development of their business."

Richard Huntingford, Chairman of Boomerang, said:

"The Offer from Boom Pictures, backed by LDC, is a good outcome for all of Boomerang's key stakeholders. It allows Boomerang Shareholders to realise a significant cash premium for their shares today and provides Boomerang's management and employees with a strong platform from which to grow the business, both organically and through acquisition, over the coming years."

Huw Eurig Davies, Chief Executive of Boomerang and Chief Executive Officer of Boom Pictures, said:

"This is a very exciting time for Boomerang. Lorraine's reputation and track record within the television broadcasting and production sector are second to none. Working together with Lorraine and LDC is a significant move as we continue to develop our strategy of building a strong international creative business headquartered in Wales."

Lorraine Heggessey, Executive Chairwoman of Boom Pictures, said:

"I am delighted to be teaming up with Boomerang and LDC to launch Boom Pictures, a new production business in the UK's vibrant independent sector. I can't wait to return to working with talented creatives, helping them to develop and produce wonderful programmes.

I have found two ideal partners who share my vision for a company that will be truly independent in spirit, with creativity at its heart. Huw and his Boomerang team have built a thriving production group that is ready for expansion. LDC is an investor with a great track record in understanding the complex demands of building a media company, with the resources to support Boom Pictures as it grows.

I can now capitalise on my extensive broadcasting and production experience and am excited to be embarking on this new adventure."

Enquiries:

For further information, please contact:

Boom Pictures

Lorraine Heggessey 020 8995 3936

Huw Eurig Davies 029 2067 1505

Deloitte Corporate Finance 020 7936 3000

(financial adviser to Lorraine Heggessey & Boom Pictures)

Jon Hinton

James Lewis

Stuart Sparkes

Plank PR 020 8995 3936

(public relations adviser to Boom Pictures)

Louise Plank

Boomerang 07802 793 444

Richard Huntingford, Chairman

finnCap 020 7220 0500

(financial adviser to Boomerang)

Geoff Nash

Charlotte Stranner

Walbrook PR 020 7933 8780

(PR adviser to Boomerang)

Paul McManus

Paul Cornelius

This summary should be read in conjunction with the full text of this Announcement. The Offer will be subject to the conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Offer Document when issued. Appendix II to this Announcement contains further details of the sources and bases of calculations set out in this Announcement, Appendix III contains a summary of the irrevocable undertakings currently received (including those received from the Boomerang Directors) and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

This Announcement is for information purposes only and is not intended and does not constitute or form part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Deloitte Corporate Finance is acting only for Lorraine Heggessey and Boom Pictures and no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Boomerang and no one else in connection with the Offer and will not be responsible to anyone other than Boomerang for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Overseas Shareholders

The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Boom Pictures and permitted by applicable law and regulation, subject to certain exemptions, the Offer will not be, made, directly or indirectly, in or into and will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, unless otherwise determined by Boom Pictures, copies of this Announcement and any other documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this Announcement and any other documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation in that jurisdiction and may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction.

Any person (including nominees, trustees and custodians) who would, or otherwise intends to, or may have a legal or contractual obligation to, forward this Announcement and/or any documentation relating to the Offer to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction and seek appropriate advice before taking any action.

Forward-looking statements

This Announcement includes certain "forward-looking" statements with respect to the financial condition, results of operations and business of Boomerang and/or Boom Pictures and certain plans and objectives of the board of directors of Boomerang and Boom Pictures with respect thereto. The forward-looking statements contained herein may include statements about the expected effects on Boom Pictures or Boomerang of the Offer, the expected timing and scope of the Offer, anticipated earnings enhancements and other strategic options, as well as other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. These statements are based on assumptions and assessments made by the boards of directors of Boomerang and Boom Pictures in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of Boomerang or Boom Pictures. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

All subsequent oral or written forward-looking statements attributable to Boomerang or Boom Pictures or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to Boomerang and Boom Pictures on the date of this Announcement and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code and the AIM Rules, neither Boomerang nor Boom Pictures intend, or undertake any obligation, to update any information contained in this Announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Boomerang Shareholders

Addresses, electronic addresses and certain information provided by Boomerang Shareholders, persons with information rights and other relevant persons for the receipt of communications from Boomerang may be provided to Boom Pictures during the offer period as requested under Section 4 of Appendix 4 to the Code.

Publication on website and availability of hard copies

A copy of this Announcement will be made available free of charge, at www.boomerang.co.uk and www.boombid.co.uk by no later than 12.00 p.m. on 5 July 2012 and will be available during the course of the Offer. You may request a hard copy of this Announcement, free of charge, by contacting Mark Fenwick, the Company Secretary of Boomerang, on [phone] or Jenny Stephenson of CMS Cameron McKenna LLP on [phone] or at CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Boomerang confirms that at the date of this Announcement, there are 8,932,227 Boomerang Shares in issue and admitted to trading on AIM. The ISIN of the Boomerang Shares is GB00B23VYZ68.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

4 July 2012

RECOMMENDED CASH OFFER BY DELOITTE CORPORATE FINANCE ON BEHALF OF BOOM PICTURES LIMITED FOR BOOMERANG PLUS PLC

   1.     Introduction 

The Boom Pictures Directors and the Independent Directors of Boomerang are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Deloitte Corporate Finance on behalf of Boom Pictures for the entire issued and to be issued share capital of Boomerang, excluding the Roll-over Shares that Boom Pictures has separately contracted to acquire from the Management Team.

The formal Offer will be set out in the Offer Document, which is expected to be despatched to Boomerang Shareholders and, for information only, to holders of Boomerang Options later today.

   2.     The Offer 

The Offer, which will be made on the terms and subject to the conditions set out in Appendix I to this Announcement and the further terms and conditions to be set out or referred to in the Offer Document and the Form of Acceptance, will be made on the following basis:

   For each Offer Share                                                         77 pence in cash 

The Offer, which is wholly in cash, values Boomerang's entire issued and to be issued share capital at approximately GBP7.1 million and represents a premium of approximately:

-- 51.0 per cent. to the closing price of 51.0 pence per Offer Share on 3 July 2012, being the last business day prior to the commencement of the Offer Period; and

-- 52.6 per cent. to the average closing price of 50.5 pence per Offer Share during the 12 months prior to 3 July 2012.

The Offer extends to all Offer Shares unconditionally allotted or issued and fully paid on the date of the Offer and any Offer Shares which are unconditionally allotted or issued and fully paid before the date on which the Offer closes to acceptances or such earlier date as Boom Pictures may announce, subject to the Code and in accordance with the further conditions and terms of the Offer set out and referred to in Appendix I to this Announcement.

The Offer Shares will be transferred to Boom Pictures fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights attaching to such Offer Shares including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid after the Announcement Date.

   3.     Background to and reasons for the Offer 

LDC and Lorraine Heggessey believe that Boomerang represents an attractive investment opportunity based on four key factors: (i) Lorraine Heggessey's reputation and her contacts in the TV broadcasting and production sector; (ii) Boomerang's position as a well respected independent platform from which to develop a larger business both organically and through acquisition; (iii) the ability of Boomerang to prioritise its growth potential without meeting the demands required of a publicly traded company; and (iv) the ability of LDC to add value to the operations of Boomerang.

Lorraine Heggessey

Lorraine Heggessey is a leading executive in the UK TV industry. She has had a long and successful career working for the BBC and in the independent production sector. She held several executive roles at the BBC and was the first female controller of BBC One, holding the post for five years. She subsequently spent five years as the Chief Executive Officer of one of the UK's largest independent TV producers, Talkback Thames. Since leaving that role, she has been searching for an opportunity to invest in an independent TV production business to serve as a platform to build a significant, new creative group focused on the production and ownership of intellectual property.

Boomerang

Boomerang is ideally positioned to be the platform asset as a strong management team, led by Chief Executive Huw Eurig Davies, has built up a diversified business with solid revenues and a proven track record of acquiring and integrating a number of businesses. Boomerang is currently admitted to trading on AIM but appears to lack the access to capital and relationships with key broadcasters necessary if it is to grow significantly as a producer of network programmes and a consolidator of other independent TV production businesses.

The vision

The vision for the new group is to produce high quality content with the aim of building excellent relationships with broadcasters, advertisers and talent, operating across multiple geographies. The new group's ambition is to capitalise on the latest developments for multi-media content across TV and digital platforms and to become an attractive partner for creative talent and small independent TV companies who would benefit from additional resources and the expertise of senior industry executives to help them achieve their full potential.

The ability of LDC to add value

As one of the pre-eminent UK mid-market private equity firms, LDC has significant experience and a track record of investing in the UK media sector. LDC is a long established private equity investor with extensive experience managing growth businesses and LDC believes that existing and new customers can draw confidence from the reputation of LDC and of LDC's commitment to its portfolio businesses. LDC believes that Boomerang's ability to grow in the future will be enhanced under its ownership as it executes its longer term strategy. LDC intends to support the Company by providing resources to continue to invest in production, intellectual property development and, should valid opportunities arise, strategic acquisitions.

   4.     Recommendation 

The Independent Directors, who have been so advised by finnCap, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors in relation to the Offer, finnCap has taken into account the commercial assessments of the Independent Directors. FinnCap has advised the Independent Directors that the terms of the Management Arrangements are fair and reasonable in so far as Independent Shareholders are concerned.

Accordingly, the Independent Directors will recommend unanimously that Boomerang Shareholders accept the Offer as they have irrevocably undertaken to do in respect of a total of 13,111 Offer Shares representing approximately in aggregate 0.2 per cent. of the Offer Shares and that Independent Shareholders should vote in favour of the Ordinary Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do so in respect of their entire beneficial holdings of 13,111 Eligible Voting Shares, representing approximately 0.3 per cent. of the Eligible Voting Shares.

   5.     Irrevocable undertakings to accept the Offer and vote in favour of the Ordinary Resolution 

Boom Pictures has received irrevocable undertakings from the Independent Directors to accept, or procure the acceptance of, the Offer in respect of a total of 13,111 Offer Shares, representing approximately 0.2 per cent. of the Offer Shares and to vote in favour of the Ordinary Resolution in respect of a total of 13,111 Eligible Voting Shares, representing approximately 0.3 per cent. of the Eligible Voting Shares.

Certain other Independent Shareholders have also irrevocably undertaken to accept, or procure the acceptance of, the Offer and to vote in favour of the Ordinary Resolution in respect of a total of 3,155,662 Offer Shares, representing approximately 47.7 per cent. of the Offer Shares and approximately 73.9 per cent. of the Eligible Voting Shares.

In addition, the members of the Management Team have irrevocably undertaken to accept, or procure the acceptance of, the Offer in respect of all of the Management Offer Shares amounting to 2,182,704 Offer Shares and representing approximately 33.0 per cent. of the Offer Shares.

Accordingly, Boom Pictures has received, in aggregate, irrevocable undertakings in respect of a total of:

(a) 5,351,477 Offer Shares to accept the Offer, representing a total of 80.9 per cent. of the Offer Shares in issue as of the date of this Announcement; and

(b) 3,168,773 Eligible Voting Shares to vote in favour of the Ordinary Resolution, representing a total of 74.2 per cent. of the Eligible Voting Shares in issue as of the date of this Announcement.

Further details of certain of these irrevocable undertakings are set out in Appendix III to this Announcement.

   6.     Background to and reasons for recommending the Offer 

Boomerang's strategy is to grow its business both organically and by acquisition. The Boomerang Group produced a good set of results for the year ended 31 May 2011, which showed further progress in diversifying the Boomerang Group's customer base.

The Boomerang Board's strategy has been to invest in businesses with international footprints and Boomerang's acquisitions include Indus Films (acquired in October 2009) with its range of internationally acclaimed programmes, and the trade and assets of Oxford Scientific Films ("OSF") (acquired in June 2011), with its strong track record in factual programming for UK and international broadcasters.

Despite the recent progress and the strong platform for future growth, the public markets continue to ascribe a low valuation to the Boomerang Group. Thus, whilst there are opportunities for further acquisitions in what remains a very fragmented independent television production sector, the low valuation of Boomerang makes such acquisitions disproportionately dilutive and current credit conditions make raising debt finance extremely challenging. The Boomerang Board does not believe that these conditions are likely to improve in the foreseeable future.

The Boomerang Group has a strong and ambitious management team and an infrastructure to support the further expansion of the business, whilst it also bears the significant cost of being a quoted company. As a result of the above issues, the Independent Directors have concluded that Boomerang would be better placed to execute its growth strategy in an off-market environment. The Independent Directors consider that the Offer represents a good opportunity to realise a fair and reasonable cash price for Boomerang Shares today.

   7.     Arrangements with the Management Team 

Boom Pictures believes that the ongoing participation in and leadership of the business of Boomerang by the Management Team is fundamental to its continued growth, due to their knowledge of Boomerang's programmes, services, customers and the markets in which Boomerang operates. As a consequence, the Management Arrangements, which will be described in more detail in the Offer Document, have been agreed between Boom Pictures and the Management Team.

The rules of the Code require that the arrangements between Boom Pictures and the Management Team be approved by way of a resolution of Independent Shareholders, to be taken on a poll at the General Meeting.

The Management Team will accept, or procure the acceptance of, the Offer in respect of their Management Offer Shares in accordance with the irrevocable undertakings given by the Management Team as described in paragraph 5 of this Announcement. Boom Pictures will acquire the Roll-over Shares from certain members of the Management Team in exchange for Boom Pictures Loan Notes and Boom Pictures Shares, pursuant to the terms of the Share Exchange Deed, at the date that the Offer becomes, or is declared, unconditional in all respects. In addition, on the date that the Offer becomes, or is declared, unconditional in all respects, certain members of the Management Team and Lorraine Heggessey will subscribe for Boom Pictures Shares and Lorraine Heggessey will subscribe for Boom Pictures Shares and Boom Pictures Loan Notes. Accordingly, the Boom Pictures Management Team will hold Boom Pictures Shares and Boom Pictures Loan Notes as set out in the tables below.

 
                                                                                                           % of issued 
                       Boom Pictures B     Boom Pictures C     Boom Pictures D          Total Boom       share capital 
    Name               Ordinary Shares     Ordinary Shares     Ordinary Shares     Pictures Shares   of Boom Pictures* 
                                                                                               GBP 
    Huw Eurig 
     Davies                     51,788              17,600                   -              69,388               8.81% 
    Gareth Rees                 20,365               8,800               3,875              33,040               4.20% 
    Mark Fenwick                 7,920              22,400               2,750              33,070               4.20% 
    Gruffydd Davies             20,365                   -              12,675              33,040               4.20% 
    Nia Thomas                       -               6,800                   -               6,800               0.86% 
    Richard Moss                 2,914               4,000                   -               6,914               0.88% 
    Dylan Davies                     -               6,800                   -               6,800               0.86% 
    Lorraine 
     Heggessey                   8,000             101,600                   -             109,600              13.92% 
    Totals                     111,352             168,000              19,300             298,652              37.93% 
 

*Figure is based on the paid up amounts for all Boom Pictures A Ordinary Shares, Boom Pictures B Ordinary Shares, Boom Pictures C Ordinary Shares and Boom Pictures D Ordinary Shares.

 
                           Boom Pictures C Loan    Boom Pictures D Loan    Boom Pictures E Loan    Total Boom Pictures 
    Name                                  Notes                   Notes                   Notes             Loan Notes 
                                            GBP                     GBP                     GBP                    GBP 
    Huw Eurig Davies                    423,494                 423,494                       -                846,988 
    Gareth Rees                         164,595                 164,595                       -                329,190 
    Mark Fenwick                         63,388                  63,387                 115,045                241,820 
    Gruffydd Davies                     160,195                 160,195                       -                320,390 
    Nia Thomas                                -                       -                       -                      - 
    Richard Moss                         23,833                  23,833                       -                 47,666 
    Dylan Davies                              -                       -                       -                      - 
    Lorraine Heggessey                   65,420                  65,419                       -                130,839 
    Totals                              900,925                 900,923                 115,045              1,916,893 
 

As at the date that the Offer becomes, or is declared, unconditional in all respects, the Boom Pictures Management Team will hold in aggregate approximately 37.9 per cent. of the issued share capital of Boom Pictures and the remaining approximately 62.1 per cent. will be beneficially owned by LDC I and LDC Parallel I. The voting rights of LDC I and LDC Parallel I under their class of shares in Boom Pictures will be restricted to 49.9% of the total voting rights, with the net effect being that the balance split proportionally between the Boom Pictures Management Team.

3.9 per cent. of Boom Pictures C Ordinary Shares (on a fully diluted basis) have been authorised to be issued and are intended for future allocation to employees or directors of the Boom Pictures Group (subject to remuneration committee approval).

The members of the Management Team have agreed pursuant to the Subscription and Shareholders' Agreement to enter into new service contracts with Boom Pictures on the Offer being declared unconditional in all respects, which are broadly on the same terms as their current service contracts with the Boomerang Group (apart from increases in salary for certain of the Management Team, the details of which will be set out in the Offer Document).

In relation to the Management Arrangements, the Panel has agreed, subject to the requisite Ordinary Resolution being passed on a poll of Independent Shareholders at the General Meeting to be held on 20 July 2012, to allow the Management Arrangements to be made on the terms and subject to the conditions of the Share Exchange Deed and the Subscription and Shareholders' Agreement notwithstanding the fact that the opportunity to participate in such arrangements is not being extended to all Boomerang Shareholders.

Accordingly, a notice will be sent to Boomerang shareholders convening the General Meeting for 11.00 a.m. on 20 July 2012 at which the Ordinary Resolution to approve the Management Arrangements, pursuant to the Code, will be proposed. In accordance with the requirements of the Code, only Independent Shareholders will be permitted to vote on the Ordinary Resolution, which will be taken on a poll. The Offer will be conditional, inter alia, upon the passing of the Ordinary Resolution.

finnCap has advised the Independent Directors that the terms of the Management Arrangements are fair and reasonable so far as Independent Shareholders are concerned. Accordingly, the Independent Directors recommend unanimously Independent Shareholders to vote in favour of the Ordinary Resolution.

The Independent Directors have irrevocably undertaken to vote, or procure the vote, in favour of the Ordinary Resolution in respect of their entire beneficial holdings of, in aggregate, 13,111 Eligible Voting Shares, representing approximately 0.3 per cent. of the Eligible Voting Shares.

   8.     Management, employees and locations and changes to the Boomerang Board 

Boom Pictures values the skills, knowledge and expertise of Boomerang's existing management and employees and expects them to play an important role in the further development and continuing growth of the Boomerang business.

Boom Pictures has indicated that, with the exception of Richard Huntingford, Roger Moore and Linda James who will each resign from the Boomerang Board upon the Offer becoming, or being declared, unconditional in all respects, the Offer will not have any adverse repercussions on the Boomerang Group's employees or management and will provide continuity of employment for staff.

Furthermore, Boom Pictures does not intend to change the location of the Boomerang Group's places of business or to redeploy any of Boomerang's fixed assets or effect a material change in any conditions of employment (save for the Management Team's new service contracts, which are to be entered into with Boom Pictures and which are broadly on the same terms as their current service contracts with the Boomerang Group apart from increases in salary for certain of the Management Team, details of which will be set out in the Offer Document).

Boom Pictures has also confirmed to the Independent Directors that the existing employment rights, including pension rights, of all Boomerang employees will be fully safeguarded upon the Offer becoming, or being declared, unconditional in all respects.

   9.     Current trading and prospects of Boomerang 

On 28 February 2012, the Boomerang Group announced its interim results showing revenues were broadly flat at GBP16 million (first half of 2011: GBP16.3 million), with the reductions arising from S4C's reduced funding being largely offset by organic growth and the first full six month contribution by OSF acquired in June 2011.

Gross profit increased by 14.1 per cent. to GBP2.83 million (first half of 2011: GBP2.48 million) and the continued restructuring and relocation of the Boomerang Group's businesses, along with tight cost controls, enabled the Boomerang Group to increase adjusted operating profits by 8 per cent. to GBP0.95 million (first half of 2011: GBP0.88 million). Operating profits were adjusted for professional fees in relation to corporate transactions, reorganisation costs, and amortisation of intangible assets arising on business acquisitions.

Trading in the current financial year, and the Boomerang Group's pipeline of productions for 2012, remains in line with the Boomerang Board's expectations.

10. Information on Boom Pictures

Boom Pictures is a limited liability company incorporated in England and Wales for the purposes of making the Offer and is backed by LDC (acting as manager of LDC I and LDC Parallel I), Lorraine Heggessey and the Management Team. Boom Pictures has not traded since its incorporation and the only obligations that it has entered into are in connection with implementing the Offer. Following the acquisition of Boomerang, Boom Pictures will employ key personnel and actively manage its investment. It will recharge the costs of key personnel and other costs as appropriate to the Boomerang Group under a management services agreement.

Further information on Boom Pictures will be set out in the Offer Document.

11. Information on LDC

LDC is one of the UK's leading mid-market private equity firms with over 30 years' history supporting ambitious management teams. LDC is a wholly owned subsidiary of Lloyds TSB Bank plc which itself is a wholly owned subsidiary of Lloyds Banking Group plc. LDC has been investing with funds provided by its parent throughout the economic cycle.

LDC has a portfolio of over 70 businesses valued in excess of GBP1.3 billion, an extensive network of 10 offices across the UK and a presence in Hong Kong. LDC assists the businesses it invests in by providing access to new market opportunities and potential synergies, both from its portfolio and within the Lloyds Banking Group.

Further information on LDC will be set out in the Offer Document.

12. Information on Lloyds Banking Group

Lloyds Banking Group is a UK based financial services group providing a wide range of banking and financial services, primarily in the UK, to personal and corporate customers. Its main business activities include retail, commercial and corporate banking, general insurance, and life, pensions and investment provision. During its last financial year to 31 December 2011, Lloyds Banking Group and its affiliates worldwide earned consolidated revenues of approximately GBP26.8 billion.

Further information on Lloyds Banking Group will be set out in the Offer Document.

13. Financing of the Offer and cash confirmation

Boom Pictures is being financed by approximately GBP2,215,545 of equity and loan notes to be subscribed and/or acquired in consideration of the Roll-over Shares by members of the Management Team and Lorraine Heggessey and approximately GBP8,780,436 of equity and loan notes to be subscribed by LDC I and LDC Parallel I. The LDC I and LDC Parallel I funding is provided from Lloyds Banking Group's cash resources. There is no requirement for any funding from third party providers of debt finance to Boom Pictures.

Deloitte Corporate Finance, financial adviser to Boom Pictures, has confirmed that it is satisfied that sufficient resources are available to Boom Pictures to satisfy in full the cash consideration payable to Boomerang Shareholders under the terms of the Offer and participants in the Boomerang Share Option Schemes under the proposals to be made to such participants.

Further details of the equity financing structure will be set out in the Offer Document.

14. Information on Boomerang

Boomerang is a public limited company incorporated in England and Wales with company number 2936337 and registered office at 218 Penarth Road, Cardiff, Wales CF11 8NN.

Boomerang creates entertainment, factual, sport, music, drama and children's programmes for television, radio and the web. Boomerang operates in a variety of sectors, including, inter alia, programme production, television facilities and talent management. Boomerang has investments in a number of media businesses, including production companies, Alfresco, Apollo, Boomerang, Bulb, Fflic, Indus and OSF; facilities companies Gorilla and Zoom; multi-media publisher Boom Extreme Publishing; talent companies Harlequin and Boom Talent; event company Big Freeze Limited, and Education and corporate production business Media4.

Highlights of the consolidated financial statements for the financial years ended 31 May 2011 and 31 May 2010 are as follows:

 
                                        2011     2010 
                                     GBP'000  GBP'000 
Revenue                               26,933   21,409 
Profit from operations                 1,134      608 
Profit before tax                      1,020      535 
Basic earnings (pence per share)        6.18     3.56 
Diluted earnings (pence per share)      6.10     3.50 
 

15. Boomerang Share Option Schemes

The Offer extends to any Offer Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) prior to the date on which the Offer closes (or such earlier date as Boom Pictures may, subject to the Code and/or with the consent of the Panel, determine) as a result of the exercise of options granted under the Boomerang Share Option Schemes. Participants in the Boomerang Share Option Schemes are being contacted and appropriate proposals will be made to such participants. At the date of this Announcement, options over a maximum of 231,321 Boomerang Shares with an exercise price of less than the Offer Price are outstanding under the Boomerang Share Option Schemes.

16. Boomerang cancellation of trading on AIM, re-registration as a private company and intention to compulsorily purchase Offer Shares

If Boom Pictures receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Boomerang Shares to which the Offer relates, Boom Pictures will exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Offer Shares in respect of which the Offer has not been accepted following the Offer becoming or being declared unconditional in all respects.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and subject to any applicable regulatory requirements, Boom Pictures will procure that Boomerang applies to the London Stock Exchange for the cancellation of trading in Boomerang's Shares on AIM. Such cancellation would significantly reduce the liquidity and marketability of any Offer Shares not acquired by Boom Pictures.

Boom Pictures will also seek to procure the re-registration of Boomerang as a private company.

17. Overseas Shareholders

The availability of the Offer to Boomerang Shareholders who are not resident in the UK may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance from or within any Restricted Jurisdiction.

18. Further details of the Offer

The Offer will be subject to the conditions set out in Appendix I to this Announcement and the full terms and conditions to be set out in the Offer Document and Form of Acceptance when issued. Appendix II to this Announcement contains further details of the sources and bases of calculations set out in this Announcement, Appendix III contains a summary of the irrevocable undertakings currently received (including those received by the Boomerang Directors) and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

19. Confidentiality Agreement

On 25 January 2012, Lorraine Heggessey and Boomerang entered into a non-disclosure agreement which contains mutual obligations of confidentiality in respect of information received in relation to the Offer. The agreement terminates one year after either the discharge of all obligations in relation to the Offer or on the date on which one party notifies the other party that the Offer will not be implemented, save in respect of Trade Secrets (as defined therein) for which the agreement will remain in force until the earlier of five years from the date of the agreement or the date on which such Trade Secrets become part of the public domain in a manner contemplated therein.

20. Disclosures of interests in Boomerang Shares

Boom Pictures confirms that it will today be making an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. For reasons of confidentiality, prior to the date of this Announcement, Boom Pictures has not been able to ascertain relevant details in respect of certain of Boom Pictures' concert parties and, accordingly, Boom Pictures confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

Save for the irrevocable undertakings described in paragraph 5 of this Announcement, there is no indemnity or other dealing arrangement relating to relevant securities in Boomerang which exists between Boom Pictures or any person acting in concert with Boom Pictures and any other person, nor between Boomerang or any person acting in concert with Boomerang and any other person. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Boomerang Shares which may be an inducement to deal or refrain from dealing in such securities.

21. Documents on display

Copies of the following documents will be available, free of charge, on Boomerang's website at www.boomerang.co.uk and Boom Pictures' website at www.boombid.co.uk by no later than 12.00 p.m. on 5 July 2012 and will be available during the course of the Offer:

   a.     the irrevocable undertakings referred to in paragraph 5 of this Announcement; 
   b.     the Share Exchange Deed referred to in paragraph 7 of this Announcement; 

c. the Subscription and Shareholders' Agreement referred to in paragraph 7 of this Announcement;

d. the service contracts of the Management Team referred to in paragraph 7 of this Announcement;

e. the non-disclosure agreement between Lorraine Heggessey and Boomerang Plus plc, dated 25 January 2012, referred to in paragraph 19 of this Announcement; and

   f.      a copy of this Announcement. 

You may request a hard copy of this Announcement, free of charge, by contacting Mark Fenwick, the Company Secretary of Boomerang, on [phone] or Jenny Stephenson of CMS Cameron McKenna LLP on [phone] or at CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

Enquiries:

For further information, please contact:

Boom Pictures

Lorraine Heggessey 020 8995 3936

Huw Eurig Davies 029 2067 1505

Deloitte Corporate Finance 020 7936 3000

(financial adviser to Lorraine Heggessey & Boom Pictures)

Jon Hinton

James Lewis

Stuart Sparkes

Plank PR 020 8995 3936

(public relations adviser to Boom Pictures)

Louise Plank

Boomerang 07802 793 444

Richard Huntingford, Chairman

finnCap 020 7220 0500

(financial adviser to Boomerang)

Geoff Nash

Charlotte Stranner

Walbrook PR 020 7933 8780

(public relations adviser to Boomerang)

Paul McManus

Paul Cornelius

Appendix I

Conditions and certain further terms of the Offer

Conditions of the Offer

   1          Definitions and Interpretations 
   1.1        Except where the context requires otherwise, any reference in this Appendix I to: 

1.1.1 the "Acceptance Condition" means the condition set out in paragraph 2 of this Appendix I;

   1.1.2           "acceptances of the Offer" includes deemed acceptances of the Offer; 

1.1.3 "acting in concert with Boom Pictures" is a reference to a person acting or deemed to be acting in concert with Boom Pictures for the purposes of the Code and/or the Offer (including the Management Team);

   1.1.4           "Day 39" means 12 August 2012; 
   1.1.5           "Day 60" means 2 September 2012; 

1.1.6 "Disclosed" means (i) as fairly disclosed in Boomerang's report and accounts for the year ended 31 May 2011; (ii) as publicly announced by Boomerang after 31 May 2011 (by the delivery of an announcement to an authorised Regulatory Information Service prior to the Announcement Date); (iii) as fairly disclosed in this Announcement; or (iv) as otherwise disclosed fairly in writing, or in the documentation or written information provided, to Boom Pictures or its advisers by or on behalf of Boomerang prior to the Announcement Date;

   1.1.7           "First Closing Date" means 25 July 2012; 

1.1.8 "the Offer becoming unconditional" means the Acceptance Condition and further conditions of the Offer set out in paragraph 3 of this Appendix I becoming satisfied (or where capable of waiver, waived), and references to the Offer having become or not become unconditional shall be construed accordingly;

1.1.9 the "relevant day" has the meaning given to it in paragraph 3.1 of Part B of Appendix I to the Offer Document;

1.1.10 "Restricted Escrow Transfer" has the meaning given to it in paragraph 6.6 of Part B this Appendix I to the Offer Document; and

1.1.11 "Restricted ESA Instruction" has the meaning given to it in paragraph 6.6 of Part B of Appendix I to the Offer Document.

   2          Acceptance Condition 

The Offer will be conditional on valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on 25 July 2012 (or such later time(s) and/or date(s) as Boom Pictures may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of Offer Shares which, together with the Offer Shares acquired or agreed to be acquired by Boom Pictures or parties acting in concert with Boom Pictures before or during the Offer Period (whether pursuant to the Offer or otherwise), will result in Boom Pictures and any person acting in concert with it holding Offer Shares carrying more than 90 per cent. (or such lower percentage as Boom Pictures may decide, provided that it is more than 50 per cent.) of the voting rights then normally exercisable at a general meeting of Boomerang. For the purpose of this condition, Offer Shares which have been unconditionally allotted but not issued before the Offer becomes unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on issue.

   3          Certain further conditions of the Offer 

Subject to the requirements of the Panel, the Offer will be conditional upon the following further conditions:

Passing the Ordinary Resolution to approve the Management Arrangements

3.1 the passing at the General Meeting (or at any adjournment thereof) of the Ordinary Resolution by Independent Shareholders to approve the Management Arrangements;

Notifications, waiting periods and authorisations

3.2 all material notifications, filings or applications which are necessary having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Offer and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Boomerang by Boom Pictures, in each case where the absence of such notification, filing or application would have a material adverse effect on Boom Pictures or the Wider Boomerang Group in each case taken as a whole, and all authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Boom Pictures from all appropriate third parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Boomerang Group or Boom Pictures has entered into contractual arrangements and all such authorisations necessary to carry on the business of any member of the Wider Boomerang Group in any jurisdiction remaining in full force and effect at the time at

which the Offer becomes otherwise unconditional in all respects and no notice of an intention to revoke, suspend, restrict, modify or not to renew such authorisations having been made where, in each case, absence of such authorisation would have a material adverse effect on the Wider Boomerang Group taken as a whole;

Anti-trust and regulatory

3.3 no antitrust regulator, government, governmental, quasi governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade, agency, association, institution or any statutory person in any jurisdiction in which Boomerang carries on business (a "Relevant Jurisdiction" and each a "Third Party") having, without the consent of Boom Pictures, given notice in writing of a decision to take, institute, implement or threaten in writing any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

3.3.1 require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by Boom Pictures or by any member of the Wider Boomerang Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) (in any case to an extent which is material in the context of the Wider Boomerang Group, as the case may be, taken as a whole);

3.3.2 except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require Boom Pictures or the Wider Boomerang Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Boomerang Group (other than in connection with the implementation of the Offer);

3.3.3 impose any material limitation on, or result in a material delay in, the ability of Boom Pictures directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Boomerang or on the ability of any member of the Wider Boomerang Group or Boom Pictures directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Boomerang Group, in each case to an extent which is material in the context of the Boom Pictures or the Wider Boomerang Group taken as a whole;

3.3.4 otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Boomerang Group to an extent in any such case which is material in the context of the Wider Boomerang Group taken as a whole;

3.3.5 result in any member of the Wider Boomerang Group ceasing to be able to carry on business to the extent conducted at the date of this Announcement under any name under which it presently carries on business (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole);

3.3.6 make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Boomerang by Boom Pictures void, unenforceable and/or illegal under the laws of any Relevant Jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially delay or interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Boomerang by Boom Pictures;

3.3.7 require, prevent or materially delay a divestiture by Boom Pictures of any shares or other securities (or the equivalent) in any member of the Wider Boomerang Group (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole or Boom Pictures); or

3.3.8 impose any material limitation on the ability of Boom Pictures or of any member of the Wider Boomerang Group to integrate all or any part of its business with all or any part of the business of Boom Pictures and/or any other member of the Wider Boomerang Group (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole or Boom Pictures),

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any Relevant Jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Boomerang Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

3.4 save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Boomerang Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, as a consequence of the Offer or the acquisition or the proposed acquisition by Boom Pictures of any shares or other securities in Boomerang or because of a change in the control or management of any member of the Wider Boomerang Group would or might reasonably be expected to result in, to an extent in any such case which is material in the context of the Wider Boomerang Group taken as a whole:

3.4.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Boomerang Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.4.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Boomerang Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

3.4.3 any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Boomerang Group being adversely modified or any obligation or liability arising or any adverse action being taken or arising thereunder;

3.4.4 any liability of any member of the Wider Boomerang Group to make any severance termination, bonus or other payment to any of its directors, or other officers;

3.4.5 any member of the Wider Boomerang Group ceasing to be able to carry on business under any name under which it presently carries on business;

3.4.6 the financial or trading position of any member of the Wider Boomerang Group being prejudiced or adversely affected; or

3.4.7 the creation of any liability (actual or contingent) by any member of the Wider Boomerang Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Boomerang Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in conditions 3.4.1 to 3.4.7 to an extent in any such case which is material in the context of the Wider Boomerang Group taken as a whole;

Certain events occurring since the Announcement Date

3.5 save as Disclosed, no member of the Wider Boomerang Group having since the Announcement Date:

3.5.1 issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Boomerang Shares out of treasury (except, in each case, where relevant, as between Boomerang and wholly owned subsidiaries of Boomerang or between the wholly owned subsidiaries of Boomerang and except for the issue or transfer out of treasury of Boomerang Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Boomerang Share Option Schemes);

3.5.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Boomerang to Boomerang or any of its wholly owned subsidiaries;

3.5.3 other than pursuant to the Offer (and except for transactions between Boomerang and its wholly owned subsidiaries or between the wholly owned subsidiaries of Boomerang and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings which remains open for acceptance;

3.5.4 except for transactions in the ordinary course of business or between Boomerang and its wholly owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

3.5.5 issued, authorised or announced an intention to authorise, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Boomerang and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider Boomerang Group taken as a whole;

3.5.6 entered into or varied or authorised or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude;

3.5.7 entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or materially vary the terms of any contract, service agreement, commitment or arrangement with any director of Boomerang (other than pursuant to the implementation of the Offer);

3.5.8 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Boomerang Group (in a manner which is material in the context of the Wider Boomerang Group taken as a whole, other than pursuant to the implementation of the Offer);

3.5.9 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in condition 3.5.1 above, made any other change to any part of its share capital (other than pursuant to the implementation of the Offer);

3.5.10 (other than in respect of claims between Boomerang and any wholly owned subsidiaries of Boomerang) waived, compromised or settled any claim which is material in the context of the Wider Boomerang Group taken as a whole;

3.5.11 terminated or varied the terms of any agreement or arrangement between any member of the Wider Boomerang Group and any other person in a manner which would have a material adverse effect on the financial position of the Wider Boomerang Group taken as a whole;

   3.5.12         made any alteration to its articles of association or other incorporation documents; 

3.5.13 been unable, or admitted in writing that it is unable to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any material part of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

3.5.14 taken any corporate action or had any legal proceedings instituted or threatened in writing against it in relation to its winding-up (other than in respect of a member of the Wider Boomerang Group which is dormant and was solvent at the relevant time), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole);

3.5.15 made, authorised or announced an intention to propose any change in its loan capital to an extent in any such case which is material in the context of the Wider Boomerang Group taken as a whole (other than pursuant to the implementation of the Offer); or

3.5.16 entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to effect any of the transactions, matters or events referred to in this condition 3.5 which in any such case is material in the context of the Wider Boomerang Group as a whole;

   3.6              No adverse change, litigation, regulatory enquiry or similar 

save as Disclosed, since the Announcement Date:

3.6.1 no adverse change having occurred in the business, assets, financial or trading position or profits of any member of the Wider Boomerang Group which is material in the context of the Wider Boomerang Group taken as a whole;

3.6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Boomerang Group or to which any member of the Wider Boomerang Group is or could reasonably be expected to become a party (whether as claimant, defendant or otherwise), in each case which might adversely affect any member of the Wider Boomerang Group in any way which is material in the context of the Wider Boomerang Group taken as a whole;

3.6.3 no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Boomerang Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Boomerang Group, in each case which might adversely affect any member of the Wider Boomerang Group in any way which is material in the context of the Wider Boomerang Group taken as a whole;

3.6.4 no contingent or other liability in respect of any member of the Wider Boomerang Group having arisen or increased other than in the ordinary course of business which is reasonably likely to materially affect adversely the business, assets, financial or trading position or profits of any member of the Wider Boomerang Group to an extent in any such case which is material in the context of the Wider Boomerang Group taken as a whole; and

3.6.5 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Boomerang Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Boomerang Group taken as a whole;

3.7 No discovery of certain matters regarding information, liabilities and environmental issues

save as Disclosed, Boom Pictures not having discovered:

3.7.1 that any financial, business or other information concerning the Wider Boomerang Group that has been publicly announced or otherwise publicly disclosed prior to the Announcement Date by or on behalf of any member of the Wider Boomerang Group is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not materially misleading (in any case which has not been corrected and to an extent which is material in the context of the Wider Boomerang Group taken as a whole);

3.7.2 that any member of the Wider Boomerang Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Boomerang Group taken as a whole;

3.7.3 that any past or present member of the Wider Boomerang Group has not complied in any material respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health, which non-compliance would be reasonably likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Boomerang Group (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole);

3.7.4 that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration of any waste or hazardous substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any laws or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Boomerang Group (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole); or

3.7.5 that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Boomerang Group under any environmental legislation, common law, regulation, notice, circular, authorisation or order of any third party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case to an extent which is material in the context of the Wider Boomerang Group taken as a whole);

   3.8             Intellectual Property 

Boom Pictures not having discovered since the Announcement Date in relation to any intellectual property owned, used or licensed by the Wider Boomerang Group or to any third parties that, save as Disclosed:

(i) any member of the Wider Boomerang Group that has lost its title to any intellectual property or any intellectual property owned, used or licensed by the Wider Boomerang Group has been revoked, cancelled or declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Boomerang Group has been terminated or varied; or

(iii) any claim has been filed or threatened alleging that any member of the Wider Boomerang Group has infringed any intellectual property rights of any third party or any member of the Wider Boomerang Group has been found to have infringed the intellectual property rights of a third party,

which, in each case, is material in the context of the Wider Boomerang Group taken as a whole.

   4.         Certain further terms 

Boom Pictures reserves the right to waive, in whole or in part, all or any of the further conditions set out at paragraphs 3.2 to 3.8 (inclusive) of this Appendix I by any date earlier than the latest date specified above for fulfilment of that condition.

The Offer will lapse unless the conditions set out in this Appendix I (other than condition (2)) are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Boom Pictures in its reasonable opinion to be or to remain satisfied no later than 21 days after the later of: (i) the first closing date of the Offer or; (ii) the date on which the Offer becomes or is declared unconditional as to acceptances, or such later date as the Panel may agree. Boom Pictures shall be under no obligation to waive or treat as satisfied any of the further conditions set out at paragraphs 3.2 to 3.8 (inclusive) of this Appendix I by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment.

If Boom Pictures is required by the Panel to make an offer for Boomerang under the provisions of Rule 9 of the Code, Boom Pictures may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse (unless the Panel otherwise consents) if the Offer or any matter arising from or relating to the Offer is referred to the UK Competition Commission before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

If the Offer lapses, the Offer will cease to be capable of further acceptance and accepting Boomerang Shareholders and Boom Pictures shall cease to be bound by acceptances submitted at or before the time when the Offer so lapses.

Under Rule 13.5 of the Code, Boom Pictures may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse, or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Boom Pictures in the context of the Offer. The acceptance condition contained in paragraph 2 of this Appendix I is not subject to this provision of the Code.

APPENDIX II:

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

Unless otherwise stated:

(i) The value of Boomerang as implied by the Offer Price is based on the issued ordinary share capital as at 3 July 2012 (being the last practicable date prior to the publication of this Announcement) being:

(A) the existing issued ordinary share capital of 8,932,227 Boomerang Shares as per the confirmation by Boomerang pursuant to Rule 2.10 of the Code set out in this Announcement; and

(B) 9,163,548 Boomerang Shares, being the maximum number of ordinary shares that can be in issue assuming the full exercise of all outstanding options granted under the Boomerang Share Option Schemes with an exercise price less than the Offer Price.

(ii) As at 3 July 2012 being the last practicable date prior to the publication of this Announcement, 4,272,234 Eligible Voting Shares were in issue.

(iii) For the purposes of comparison to the Offer Price, the average closing price of 50.5 pence per Boomerang Share during the 12 months prior to 3 July is rounded to one decimal place.

(iv) The closing mid-market share prices are derived from the AIM Appendix to the Daily Official List.

(v) The financial information relating to Boomerang is extracted from the audited consolidated financial statements of Boomerang for the financial year ended 31 May 2011 or from the interim statement of Boomerang for the six months ended 30 November 2011, prepared in accordance with IFRS.

APPENDIX III:

IRREVOCABLE UNDERTAKINGS

   1.                Directors 
   1.1              Each Independent Director who holds Boomerang Shares has undertaken that he shall: 

(a) attend in person or by proxy the General Meeting and shall exercise or procure the exercise of voting rights attaching to his entire holding of or interests in the Eligible Voting Shares (whether on a show of hands or on a poll) in favour of the Ordinary Resolution;

(b) accept or procure the acceptance of the Offer in accordance with its terms in respect of all of the Offer Shares in which he is interested by not later than 3.00p.m. on the fifth business day after the posting of the Offer Document;

(c) not (and, if applicable, will procure that the registered owner will not) except pursuant to the Offer or with the written consent of Boom Pictures, sell, transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the Boomerang Shares or any interest in them (whether conditionally or unconditionally), nor enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any such act;

(d) not withdraw any acceptance of the Offer and shall procure that acceptances in respect of Offer Shares in which he has an interest but of which he is not the registered owner shall not be withdrawn; and

(e) from the date of the Offer becoming or being declared unconditional in all respects and to the extent that he is entitled to do so, exercise the votes attached to his entire holding of or interest in the Boomerang Shares in accordance with Boom Pictures' instructions in respect of any resolution which may be proposed at any general or class meeting of shareholders of Boomerang held during the period until his entire holding of or interest in Boomerang Shares is registered in the name of Boom Pictures or its nominees.

1.2 The undertakings listed in paragraph 1.1 will remain binding in the event of a competing offer being made for Boomerang and will cease to be binding only if the Offer lapses or is withdrawn.

   1.3              Each member of the Management Team has undertaken that he shall: 

(a) accept or procure the acceptance of the Offer in accordance with its terms in respect of his Management Offer Shares as set out in the undertaking, being, to the best of his knowledge and belief, his entire holding of or interest in Management Offer Shares by not later than 3.00p.m. on the fifth business day after the posting of the Offer Document;

(b) not, except pursuant to the Offer, sell, transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of his Management Offer Shares or any interest in them (whether conditionally or unconditionally), nor enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any such act; and

   (c)          not withdraw any acceptance of the Offer; and 

(d) from the date of the Offer becoming or being declared unconditional in all respects and to the extent that such member of the Management Team is entitled to do so, exercise the votes attached to his entire holding of or interest in Management Offer Shares in accordance with Boom Pictures' instructions in respect of any resolution which may be proposed at any general or class meeting of shareholders of Boomerang held during the period until his entire holding of or interest in Management Offer Shares is registered in the name of Boom Pictures or its nominees.

1.4 The undertakings listed in paragraph 1.3 will remain binding in the event of a competing offer being made for Boomerang and will cease to be binding only if the Offer lapses or is withdrawn.

   2.                Independent Shareholders 

2.1 Each of Huw Jenkins, Dafydd Richards and Ronw Protheroe has undertaken that he shall:

(a) attend in person or by proxy the General Meeting and shall exercise or procure the exercise of voting rights attaching to his entire holding of or interests in the Eligible Voting Shares (whether on a show of hands or on a poll) in favour of the Ordinary Resolution;

(b) accept or procure the acceptance of the Offer in accordance with its terms in respect of all of the Offer Shares in which he is interested by not later than 3.00p.m. on the fifth business day after the posting of the Offer Document;

(c) not (and, if applicable, will procure that the registered owner will not) except pursuant to the Offer or with the written consent of Boom Pictures, sell, transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the Boomerang Shares or any interest in them (whether conditionally or unconditionally), nor enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any such act;

(d) not withdraw any acceptance of the Offer and shall procure that acceptances in respect of Offer Shares in which he has an interest but of which he is not the registered owner shall not be withdrawn; and

(e) from the date of the Offer becoming unconditional in all respects and to the extent that he is entitled to do so, exercise the votes attached to his entire holding of or interest in the Offer Shares in accordance with Boom Pictures' instructions in respect of any resolution which may be proposed at any general or class meeting of shareholders of Boomerang held during the period until his entire holding of or interest in the Boomerang Shares are registered in the name of Boom Pictures or its nominees following the Offer having become or been declared wholly unconditional.

2.2 The undertakings described in paragraph 2.1 will remain binding in the event of a competing offer being made for Boomerang and will cease to be binding only if the Offer lapses or is withdrawn.

2.3 In the case of Ronw Protheroe the undertakings described in paragraph 2.1 are given in respect of the Offer Shares in which both he and his wife have an interest.

2.4 Each of Downing LLP, Rathbone Nominees Limited and Barnard Nominees Limited has undertaken that it shall:

(a) attend in person or by proxy the General Meeting and shall exercise or procure the exercise of voting rights attaching to its entire holding of or interests in the Eligible Voting Shares (whether on a show of hands or on a poll) in favour of the Ordinary Resolution;

(b) accept or procure the acceptance of the Offer in accordance with its terms in respect of all of the Offer Shares in which it is interested by not later than 3.00p.m. on the fifth business day after the posting of the Offer Document;

(c) not (and, if applicable, will procure that the registered owner will not) except pursuant to the Offer or with the written consent of Boom Pictures, sell, transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or otherwise deal with any of the Boomerang Shares or any interest in them (whether conditionally or unconditionally), nor enter into any agreement or arrangement with any person, whether conditionally or unconditionally, to do any such act;

(d) not withdraw any acceptance of the Offer and shall procure that acceptances in respect of Offer Shares in which it has an interest but of which it is not the registered owner shall not be withdrawn; and

(e) from the date of the Offer becoming unconditional in all respects and to the extent that it is entitled to do so, exercise the votes attached to its entire holding of or interest in the Offer Shares in accordance with Boom Pictures' instructions in respect of any resolution which may be proposed at any general or class meeting of shareholders of Boomerang held during the period until its entire holding of or interest in the Boomerang Shares are registered in the name of Boom Pictures or its nominees following the Offer having become or been declared wholly unconditional.

2.5 The undertakings described in paragraph 2.4 will cease to be binding in the event that prior to the deadline for acceptance of the Offer set out in paragraph 2.4(b) above, a person other than Boom Pictures announces a firm intention to make an offer (whether or not recommended) for the entire issued share capital of Boomerang at a price of not less than 10 per cent. above the Offer Price; or prior to such time and date, a person other than Boom Pictures offers to acquire all or some of the Boomerang Shares that are the subject of the undertaking at a price of not less than 10 per cent. above the Offer Price.

APPENDIX IV:

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

 
 AIM                                   the AIM market of the London Stock Exchange 
 AIM Rules                             the AIM Rules for companies published 
                                        by the London Stock Exchange from time 
                                        to time 
 Announcement                          the announcement of Boom Pictures' firm 
                                        intention to make the Offer pursuant 
                                        to Rule 2.7 of the Code published on 
                                        the Announcement Date 
 Announcement Date                     4 July 2012 
 associated undertaking                has the meaning given to the term "associated 
                                        bodies corporate" by section 256 of the 
                                        Companies Act 2006 
 Boom Pictures                         Boom Pictures Limited, a private limited 
                                        company registered in England and Wales 
                                        under number 7922831 
 Boom Pictures A Loan Notes            a series of 'A' secured loan notes 2019 
                                        in the loan capital of Boom Pictures 
 Boom Pictures B Loan Notes            a series of 'B' unsecured loan notes 
                                        2019 in the loan capital of Boom Pictures 
 Boom Pictures C Loan Notes            a series of 'C' secured loan notes 2019 
                                        in the loan capital of Boom Pictures 
 Boom Pictures D Loan Notes            a series of 'D' unsecured loan notes 
                                        2019 in the loan capital of Boom Pictures 
 Boom Pictures E Loan Notes            a series of 'E' unsecured loan notes 
                                        2013 in the loan capital of Boom Pictures 
 Boom Pictures A Ordinary              the A ordinary shares of GBP0.20 each 
  Shares                                in the capital of Boom Pictures 
 Boom Pictures B Ordinary              the B ordinary shares of GBP1 each in 
  Shares                                the capital of Boom Pictures 
 Boom Pictures C Ordinary              the C ordinary shares of GBP1 each in 
  Shares                                the capital of Boom Pictures 
 Boom Pictures D Ordinary              the D ordinary shares of GBP1 each in 
  Shares                                the capital of Boom Pictures 
 Boom Pictures Directors               the directors of Boom Pictures referred 
                                        to in paragraph 2.3 of Appendix IV to 
                                        the Offer Document and "Boom Pictures 
                                        Director" means any one of them 
 Boom Pictures Group                   Boom Pictures and its subsidiary undertakings 
                                        and parent undertakings, and any other 
                                        subsidiary of its parent undertakings, 
                                        in each case from time to time 
 Boom Pictures Loan Notes              the Boom Pictures A Loan Notes, the Boom 
                                        Pictures B Loan Notes, the Boom Pictures 
                                        C Loan Notes, the Boom Pictures D Loan 
                                        Notes and/or the Boom Pictures E Loan 
                                        Notes as the context may require 
 Boom Pictures Management              the Management Team, together with Lorraine 
  Team                                  Heggessey 
 Boom Pictures Shares                  the Boom Pictures A Ordinary Shares, 
                                        the Boom Pictures B Ordinary Shares, 
                                        the Boom Pictures C Ordinary Shares and/or 
                                        the Boom Pictures D Ordinary Shares, 
                                        as the context may require 
 Boomerang or the Company              Boomerang Plus plc, a public limited 
                                        company registered in England and Wales 
                                        under number 2936337 
 Boomerang Board                       the board of directors of Boomerang 
 Boomerang Directors                   the directors of Boomerang and each a 
                                        "Boomerang Director" 
 Boomerang Group                       Boomerang and its subsidiary undertakings 
                                        and parent undertakings, and any other 
                                        subsidiary of its parent undertakings, 
                                        in each case from time to time 
 Boomerang Options                     the options granted under or pursuant 
                                        to the Boomerang Share Option Schemes 
 Boomerang Shareholders                registered holders of Boomerang Shares 
                                        from time to time 
 Boomerang Shares                      the existing unconditionally allotted 
                                        or issued and fully paid (or credited 
                                        as fully paid) ordinary shares of GBP0.01 
                                        pence each in Boomerang and any further 
                                        such shares which are unconditionally 
                                        allotted or issued fully paid (or credited 
                                        as fully paid) in each case prior to 
                                        the time at which the Offer ceases to 
                                        be open for acceptance (or such earlier 
                                        time, as Boom Pictures may, with the 
                                        Panel's consent or in accordance with 
                                        the Code, decide), including shares unconditionally 
                                        allotted or issued pursuant to the exercise 
                                        of options under the Boomerang Share 
                                        Option Schemes or otherwise 
 Boomerang Share Option                the Boomerang 2005 Enterprise Management 
  Schemes                               Incentive Plan and the Boomerang 2006 
                                        Unapproved Share Option Plan 
 business day                          any day not being a public holiday, Saturday 
                                        or Sunday, on which banks are normally 
                                        open for business in the City of London 
 Closing Price                         the closing middle market quotation of 
                                        a Boomerang Share as derived from the 
                                        Daily Official List published by the 
                                        London Stock Exchange 
 Code                                  the City Code on Takeovers and Mergers 
 Companies Act 2006                    the Companies Act 2006 (as amended) 
 conditions                            the conditions to the Offer set out in 
                                        Appendix I to this Announcement and to 
                                        be set out in the Offer Document and 
                                        the Form of Acceptance 
 CREST                                 the relevant system (as defined in the 
                                        Regulations) in respect of which Euroclear 
                                        is the Operator (as defined in the Regulations) 
 CREST Manual                          the manual issued by Euroclear from time 
                                        to time 
 CREST member                          a person who has been admitted by Euroclear 
                                        as a system-member (as defined in the 
                                        Regulations) 
 CREST participant                     a person who is, in relation to CREST, 
                                        a system-participant (as defined in the 
                                        Regulations) 
 Daily Official List                   the AIM Appendix of the Daily Official 
                                        List of the London Stock Exchange 
 Dealing Disclosure                    a dealing disclosure made in accordance 
                                        with Rule 8 of the Code 
 Deloitte or Deloitte Corporate        Deloitte Corporate Finance, a division 
  Finance                               of Deloitte LLP whose registered office 
                                        is 2 New Street Square, London EC4A 3BZ, 
                                        United Kingdom, financial adviser to 
                                        Lorraine Heggessey and Boom Pictures 
 Eligible Voting Shares                those Boomerang Shares that are in issue 
                                        on the Announcement Date and are eligible 
                                        to vote on the Ordinary Resolution at 
                                        the General Meeting 
 Euroclear                             Euroclear UK & Ireland Limited, a private 
                                        limited company registered in England 
                                        and Wales under number 287873 
 finnCap                               finnCap Ltd, the financial and Rule 3 
                                        adviser to Boomerang 
 First Closing Date                    25 July 2012 
 Form of Acceptance                    the form of acceptance and authority 
                                        relating to the Offer that will accompany 
                                        the Offer Document 
 General Meeting                       the general meeting of Boomerang (or 
                                        any adjournment thereof) to be convened 
                                        pursuant to Rule 16 of the Code at which 
                                        the Ordinary Resolution will be proposed 
 Independent Shareholders              holders of Boomerang Shares, other than 
                                        holders of Management Shares 
 Independent Directors                 the independent directors of Boomerang, 
                                        being Richard Huntingford, (Non-Executive 
                                        Chairman), Roger Moore (Non-Executive 
                                        Director) and Linda James (Non-Executive 
                                        Director) 
 ISIN                                  International Securities Identification 
                                        Number 
 LDC                                   LDC (Managers) Limited, a private limited 
                                        company registered in England and Wales 
                                        under number 2495714, acting as manager 
                                        of LDC I and LDC Parallel I 
 LDC I                                 LDC I LP a limited partnership established 
                                        in Scotland under the Limited Partnerships 
                                        Act 1907 under partnership number SL010105 
 LDC Parallel I                        LDC Parallel I LP a limited partnership 
                                        established in Scotland under the Limited 
                                        Partnerships Act 1907 under partnership 
                                        number SL010104 
 Lloyds Banking Group                  Lloyds Banking Group plc, a public limited 
                                        company registered in Scotland under 
                                        number SC095000 
 London Stock Exchange                 London Stock Exchange plc 
 Management Arrangements               the offers being made to the Management 
                                        Team to sell their Roll--over Shares 
                                        in consideration for a mixture of Boom 
                                        Pictures Shares and Boom Pictures Loan 
                                        Notes pursuant to the terms of the Share 
                                        Exchange Deed and/or to subscribe for 
                                        a mixture of Boom Pictures Ordinary Shares 
                                        and Boom Pictures Loan Notes pursuant 
                                        to the Subscription and Shareholders' 
                                        Agreement 
 Management Offer Shares               the Management Shares in issue as at 
                                        the close of business on 3 July 2012 
                                        (being the last practicable date prior 
                                        to the publication of this Announcement), 
                                        but excluding the Roll-over Shares which 
                                        are to be transferred to Boom Pictures 
                                        pursuant to the terms of the Share Exchange 
                                        Deed 
 Management Shares                     4,659,993 Boomerang Shares, being all 
                                        of the Boomerang Shares held by the Management 
                                        Team and their immediate families as 
                                        at the close of business on 3 July 2012 
                                        (being the last practicable date prior 
                                        to the publication of this Announcement) 
 Management Team                       Huw Eurig Davies, Mark Fenwick, Gareth 
                                        Rees, Nia Thomas, Richard Moss, Dylan 
                                        Davies and Gruffydd Davies 
 Offer                                 the recommended cash offer, to acquire 
                                        at the Offer Price all of the Offer Shares, 
                                        made by Boom Pictures on the terms and 
                                        conditions set out in this Announcement 
                                        and to be set out in the Offer Document 
                                        and the Form of Acceptance and including, 
                                        where the context admits, any subsequent 
                                        revision, variation, extension or renewal 
                                        of such offer 
 Offer Document                        the document to be sent to, among others, 
                                        Boomerang Shareholders, containing, inter 
                                        alia, the terms and conditions of the 
                                        Offer 
 Offer Period                          the period beginning on and including 
                                        4 July 2012 and ending on the latest 
                                        of (i) 1.00 p.m. (London time) on 25 
                                        July 2012; and (ii) the time and date 
                                        on which the Offer becomes unconditional 
                                        as to acceptances or lapses or is withdrawn 
 Offer Price                           77 pence per Offer Share 
 Offer Shares                          all of the Boomerang Shares, excluding 
                                        the Roll-over Shares 
 Opening Position Disclosure           an opening position disclosure made in 
                                        accordance with Rule 8 of the Code 
 Ordinary Resolution                   the ordinary resolution to be proposed 
                                        to Independent Shareholders at the General 
                                        Meeting (or any adjournment thereof) 
                                        in accordance with the requirements of 
                                        the Code to approve on a poll the arrangements 
                                        between Boom Pictures and the Management 
                                        Team 
 Overseas Shareholders                 Boomerang Shareholders who are resident 
                                        in, or nationals or citizens of, jurisdictions 
                                        outside the UK or who are nominees of, 
                                        or custodians, or trustees for, Boomerang 
                                        Shareholders who are citizens, residents 
                                        or nationals of countries other than 
                                        the UK 
 Panel                                 the Panel on Takeovers and Mergers 
 parent undertaking                    has the meaning given to it by section 
                                        1162 of the Companies Act 2006 
 Regulations                           the Uncertificated Securities Regulations 
                                        2001 (SI 2001 No. 3755) (as amended) 
 Regulatory Information                any of the services set out in Appendix 
  Service                               3 to the Listing Rules published by the 
                                        United Kingdom Listing Authority 
 Restricted Jurisdiction               the United States, Canada, Australia, 
                                        and Japan and any other jurisdiction 
                                        where local laws or regulations may result 
                                        in a significant risk of civil, regulatory 
                                        or criminal exposure for Boom Pictures 
                                        or Boomerang if information or documentation 
                                        concerning the Offer is sent or made 
                                        available to Boomerang Shareholders in 
                                        that jurisdiction 
 Roll-over Shares                      a proportion of the Management Shares 
                                        which are to be transferred to Boom Pictures 
                                        pursuant to the terms of the Share Exchange 
                                        Deed 
 Share Exchange Deed                   the Share Exchange Deed dated 3 July 
                                        2012, pursuant to which Boom Pictures 
                                        has agreed, conditional on the Offer 
                                        becoming or being declared unconditional 
                                        in all respects, to acquire the Roll-over 
                                        Shares 
 Significant Interest                  in relation to an undertaking, an interest, 
                                        direct or indirect, in 10 per cent. or 
                                        more of the equity share capital (as 
                                        defined) in section 548 of the Companies 
                                        Act 2006) of such undertaking 
 Subscription and Shareholders'        a subscription and shareholders agreement 
  Agreement                             in respect of Boom Pictures, dated 3 
                                        July 2012, pursuant to which LDC I and 
                                        LDC Parallel I will, conditional on the 
                                        Offer becoming or being declared unconditional 
                                        in all respects, subscribe for shares 
                                        and/or loan notes in Boom Pictures 
 subsidiary, subsidiary                have the meanings given by sections 1159, 
  undertaking and undertaking           1161 and 1162 of the Companies Act 2006 
 uncertificated or in uncertificated   recorded on the relevant register of 
  form                                  the share or security concerned form 
                                        as being held in uncertificated form 
                                        and title to which, by virtue of the 
                                        Regulations may be transferred by means 
                                        of CREST 
 United Kingdom or UK                  the United Kingdom of Great Britain and 
                                        Northern Ireland 
 United States or US                   the United States of America, its territories 
                                        and possessions, any state of the United 
                                        States of America, the District of Columbia 
                                        and all areas subject to its jurisdiction 
                                        or any political sub-division thereof 
 Wider Boomerang Group                 Boomerang and its subsidiaries and subsidiary 
                                        undertakings, associated undertakings 
                                        (including any joint venture, partnership, 
                                        firm or company in which any member of 
                                        the Boomerang Group is interested) or 
                                        any other undertaking in which Boomerang 
                                        and/or such undertakings (aggregating 
                                        their interests) have a Significant Interest 
 

In this Announcement:

-- all references to "pounds", "GBP", "p" "pence" or "penny" are to the lawful currency of the United Kingdom;

-- the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender;

-- all references to legislation are to English legislation, unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof; and

   --      references to time are to London time. 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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