Update re Subscription

 

TIDMHOL 
 
RNS Number : 6455S 
Hollywood Media Services plc 
21 May 2009 
 

21 May 2009 
Hollywood Media Services Plc 
("HMS" or the "Company") 
Subscription Completed 
The Company is pleased to confirm that it has secured new funding to replace the 
GBP75,000 in respect of certain defaulting subscribers and that, conditional on 
the approval of shareholders at today's general meeting, a total of GBP195,000 
(gross of expenses) has been raised, as previously announced. 
On 28 April 2009, the Company issued a circular to shareholders convening a 
general meeting for 10.30am today, 21 May 2009 (the "Circular"). The Circular 
detailed the acquisition of The Casting Suite and Production Switchboard Limited 
together with the receipt of subscription letters for 39,000,000 new ordinary 
shares, in aggregate, at 0.5 pence per share, raising a total of GBP195,000. 
On 14 May 2009, the Company announced that the subscribers for 15,000,000 new 
ordinary shares had defaulted on the payment of their subscription monies, being 
GBP75,000 in aggregate, and that the Board was in discussion with a number of 
potential new investors. The Company is pleased to announce today that it has 
agreed terms with a new investor to replace the defaulting subscribers by way of 
a convertible loan (the "Loan"). 
The Loan is convertible into 15,000,000 new ordinary shares at 0.5 pence per 
share (the "Conversion Shares"), subject to two conditions. First, that the 
Company has issued its report and accounts for the year to 31 December 2008 (it 
is expected that this will occur by 30 June 2009, in accordance with the AIM 
Rules) and second, that the Company has procured an acceptable third party or 
parties to whom the New Investor would have an option to sell the 15,000,000 
Conversion Shares at 0.5 pence per share.If the Loan has not been converted by 
30 September 2009 then the Loan will become immediately repayable. 
It is intended that the Loan is secured by way of a second  fixed and floating 
charge over the Group's assets (the "Security"). In the event that security is 
not put in place within 28 days, the Loan will accrue interest at 10 per cent. 
per annum.  Mr Martin Eberhardt and Mr James Holmes, two of the Company's 
directors, (together the "Guarantors") have agreed to provide a guarantee (as to 
half each) in respect of the repayment of the Loan. In the event that the 
Guarantors are required to meet the repayment of the Loan and any accrued 
interest thereon, the Security will transfer to the Guarantors. In addition the 
Company has indemnified the Guarantors against any loss incurred through them 
having to meet the repayment of the Loan. 
As the Guarantors are directors of the Company, the terms relating to the 
guarantee and indemnity are deemed to be a related party transaction for the 
purposes of Rule 13 of the Aim Rules.  In accordance with the AIM Rules for 
Companies, the independent directors of the Company have considered the terms of 
each of these transactions and, having consulted with Dowgate Capital Advisers 
Ltd., being the Company's Nominated Adviser, are satisfied that those terms are 
fair and reasonable insofar as the Company's shareholders are concerned. 
As a result of the Loan, the attention of the Company's shareholders should be 
drawn to certain amendments to the information as set out in the Circular. 
Following today's general meeting and assuming that the resolutions are passed 
by shareholders the number of shares in issue will be 92,084,666 and not 
107,084,666 as previously stated. More detail on the revised subscription 
statistics is set out below. In addition, admission to trading on AIM of the 
26,000,000 new ordinary shares resulting from the issue of the Subscription 
Shares and the Initial Fee Shares (as defined in the Circular), is expected to 
occur, and dealings to commence, at 8.00 am on 28 May 2009 and not 22 May 2009, 
as previously stated. 
The GBP195,000 of funds raised are to be applied primarily to provide additional 
working capital for the Company and investment in equipment to expand and update 
the facilities fleet and investment in the further development of the online 
databases recently acquired.However, due to the additional costs incurred by the 
Company in relation to the process of replacing the defaulting subscribers, the 
investment in such assets may be less than originally anticipated.  In addition, 
the monies will be used to pay certain outstanding fees to Directors. 
For further information please contact: 
+--------------------------+----------------------------+----------------+ 
| Enquiries:               |                            |                | 
+--------------------------+----------------------------+----------------+ 
| Martin Eberhardt /       | Hollywood Media Services   |  020 7332 2200 | 
| Michael Johnson          | Plc                        |                | 
+--------------------------+----------------------------+----------------+ 
| Tony Rawlinson /         | Dowgate Capital Advisers   |  020 7492 4777 | 
| Antony Legge             | Limited                    |                | 
+--------------------------+----------------------------+----------------+ 
| Alex Davies              | Merchant Capital Limited   |  020 7332 2200 | 
+--------------------------+----------------------------+----------------+ 
www.hmservicesplc.com 
 
 
REVISED SUBSCRIPTION STATISTICS 
+-------------------------------------------------+----------------------+ 
|                                                 |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Ordinary Shares in issue immediately  |           51,336,666 | 
| prior to the Acquisitions                       |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Initial Consideration Shares issued   |           14,748,000 | 
| pursuant to the Acquisition Agreements          |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Ordinary Shares in issue at the date  |           66,084,666 | 
| of this document                                |                      | 
+-------------------------------------------------+----------------------+ 
| Number of First Subscription Shares to be       |                    0 | 
| issued pursuant to the Subscription             |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Second Subscription Shares to be      |           24,000,000 | 
| issued pursuant to the Subscription             |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Initial Fee Shares to be issued       |            2,000,000 | 
+-------------------------------------------------+----------------------+ 
| Number of Ordinary Shares in issue on Admission |           92,084,666 | 
+-------------------------------------------------+----------------------+ 
| Percentage of the Enlarged Share Capital        |       16.0 per cent. | 
| represented by the Initial Consideration Shares |                      | 
+-------------------------------------------------+----------------------+ 
| Percentage of the Enlarged Share Capital        |          0 per cent. | 
| represented by the First Subscription Shares    |                      | 
+-------------------------------------------------+----------------------+ 
| Percentage of the Enlarged Share Capital        |       26.1 per cent. | 
| represented by the Second Subscription Shares   |                      | 
+-------------------------------------------------+----------------------+ 
| Maximum number of Further Consideration Shares  |           16,748,000 | 
| and Further Fee Shares that may be issued       |                      | 
| pursuant to the Acquisitions                    |                      | 
+-------------------------------------------------+----------------------+ 
| Maximum number of Conversion Shares to be       |           15,000,000 | 
| issued pursuant to the Loan Note                |                      | 
+-------------------------------------------------+----------------------+ 
| Further Enlarged Share Capital (2)              |          123,832,666 | 
+-------------------------------------------------+----------------------+ 
| Number of Options and Warrants in existence or  |           25,666,666 | 
| intended to be granted as at the date of this   |                      | 
| document                                        |                      | 
+-------------------------------------------------+----------------------+ 
| Number of Preference Shares in issue as at the  |           26,900,000 | 
| date of this announcement                       |                      | 
+-------------------------------------------------+----------------------+ 
| Gross proceeds of the Subscription              |           GBP120,000 | 
+-------------------------------------------------+----------------------+ 
| Gross proceeds of the issue of the Loan Note    |            GBP75,000 | 
+-------------------------------------------------+----------------------+ 
| Market capitalisation of the Company on         |           GBP460,423 | 
| completion of the Subscription at the           |                      | 
| Subscription Price                              |                      | 
+-------------------------------------------------+----------------------+ 
Notes: 
  1.  Defined terms in the table above are as set out in the Circular or in this 
  announcement 
  2.  Assuming the maximum number of Further Consideration Shares, Further Fee Shares 
  and Conversion Shares are issued. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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