|All New Video
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For immediate release
Part 1 of 2
Not for release, publication or distribution in or into or from the United
Australia or Japan
20 December 2006
("iPoint" or the "Company")
Recommended all share offer for All New Video Plc ("ANV") to be made by
John East & Partners on behalf of iPoint
* The boards of ANV and iPoint are pleased to announce the terms of a
recommended all share offer for the whole of the issued and to be issued
share capital of ANV.
* iPoint has developed a suite of proprietary software products which enable
video calling over IP using 3G networks. iPoint's products allow two-way
interactive video communications using a mobile telephone. iPoint's
proprietary platform has enabled it to develop video calling applications
which can be provided by 3G operators to 3G mobile phone users.
* iPoint and ANV operate within the same segment of the 3G services market
and have been working together on a number of projects for mutual clients.
A combined entity could accelerate the growth rate of the combined
businesses and improve their respective operating mass. Both the iPoint
Directors and the ANV Directors believe that there is a synergy between
iPoint's and ANV's offering, and that the Enlarged Group will provide a
better value proposition to customers than separate offerings by each
* The Offer will be 8 iPoint Shares for every 63 ANV Shares. On this basis,
the Offer values each ANV share at approximately 0.9p and the entire
existing issued and to be issued ordinary share capital of ANV at
approximately £0.8 million, based on the Closing Price of 7.25p per iPoint
Share on 19 December 2006, the last dealing day prior to the date of this
announcement. There will be no cash alternative.
* The Offer represents a discount of approximately 10 per cent. to the
Closing Price of 1p per ANV Share on 19 December 2006, the last dealing day
prior to the date of this announcement.
* The ANV Directors, who have been so advised by Teather & Greenwood,
consider the terms of the Offer to be fair and reasonable. In providing
advice to the ANV Directors, Teather & Greenwood has taken account of the
ANV Directors' commercial assessments.
* Accordingly, the ANV Directors will be unanimously recommending that ANV
Shareholders accept the Offer as they have irrevocably undertaken to do so
in respect of their own aggregate beneficial interest in ANV (comprising,
in aggregate, 39,889,513 ANV Shares and representing approximately 46.16
per cent. of the existing issued ordinary share capital of ANV). Such
undertakings will cease to be binding only if the Offer lapses or is
withdrawn or, in the case of the undertakings given by The Huntley Security
Pension Fund (which represents David Barton's interest in ANV Shares) and
Sovereign Group LLP (which represents Hugh de Lusignan's interest in ANV
Shares), in the event of an announcement of a higher competing offer,
provided that such competing offer is 20 per cent. higher in value per ANV
Share than the Offer.
* In addition, iPoint has also received irrevocable undertakings to accept
the Offer from certain other ANV Shareholders (details of which are set out
in Part 2 of this announcement) in respect of their entire holdings of, in
aggregate, 17,167,630 ANV Shares, representing approximately 19.87 per
cent. of ANV's existing issued ordinary share capital. Such undertakings
will cease to be binding if the Offer lapses or is withdrawn or, in the
case of the undertakings given by The Simon Hunt Pension Trust, in the
event of an announcement of a higher competing offer, provided that such
competing offer is 20 per cent. higher in value per ANV Share than the
* In aggregate, iPoint has received irrevocable undertakings to accept the
Offer in respect of 57,057,143 ANV Shares, representing approximately 66
per cent. of ANV's existing issued ordinary share capital.
* The formal documentation relating to the Offer is expected to be despatched
to ANV Shareholders (other than certain Overseas Shareholders) as soon as
practicable and, in any event, within 28 days of this announcement, except
otherwise with the consent of the Panel.
* Commenting on the Offer, Muki Geller, Chief Executive of iPoint said:
"This is an attractive opportunity for ANV and fits within its stated strategy
of combining its business with another player engaged in the sector, with the
intention of significantly accelerating its growth rate and improving its
operating mass. The Enlarged Group would combine iPoint's successful platform
with ANV's hosting capability while generating economies of scale for both
businesses and benefits for both sets of shareholders."
* Commenting on the Offer, David Atkins, Chief Executive of ANV said:
"Given the slower than anticipated take-up of 3G and video-related services in
the telecom sector world-wide, the ANV Directors have concluded that the Offer
from iPoint, which enables ANV Shareholders to have a continuing equity
interest in the Enlarged Group, while safeguarding the employment rights of the
Company's experienced workforce, is the best option to promote the future
success of the Company."
This summary should be read in conjunction with the full text of the following
announcement. Appendix II contains the sources and bases for certain
information set out in this announcement. Appendix III to this announcement
contains definitions of certain expressions used in this summary and in this
By Luke Heron
18 June 2006
3G video conferencing might sound like a topic for discussion on BBC's Tomorrow's World, but the reality is it is all around us, and many of us already possess exactly what we need to exploit it: a mobile phone.
Mobile network operators have invested more than £22.5bn in the UK to acquire third-generation telephony licences, while more than £70bn has been spent on 3G licences in Europe.
Research from ARC Group has forecast the 3G mobile video conferencing market to generate worldwide revenues of $5.4bn in 2008, with 250m people using such services. These are huge numbers, to say the least, and there is one fledgling UK company that has already made significant inroads to capturing a part of that market, All New Video.
The company, which at 3.625p is capitalised at just £3m, was founded by David Atkins in 2002.
Before establishing the group, Atkins was the joint founder of Videoweb, which dealt with video conferencing, and which was acquired by Nasdaq-listed Genesys, for around £7m. Aside from anything else, this is a business with a management that has a proven ability in realising shareholder value, albeit not yet at All New Video.
With cash and shares incentives for the management if they can achieve a share price of 7p by September this year, there is every motivation for short-term share price growth.
A series of deals with the likes of GMTV, the BBC and most recently ITV's World Cuppa programme, allow video phone-ins between caller and presenter. All New Video has established itself as a leading force in this emerging high-growth market. With World Cup goals available as a video download via a deal with ITV, this company is the operator of choice among the big TV networks.
It is this series of relationships that will make the group a winner in its market.
To date, All New Video has been loss-making, as an enhanced sales and business infrastructure was established to deal with the anticipated growth.
With talk of a placing being arranged at a premium to the current 3.625p, coupled with great prospects for revenue generation on the back of the World Cup, All New Video is a timely exposure to an exciting area of this emerging technology market.
With a move into profitability expected in the current year to 31 May 2007, this tiddler is well worth backing. At 3.625p, Buy.
Luke Heron edits WatsHot.com, the UK's leading smaller company website|
All New Video share price data is direct from the London Stock Exchange