UBC Media Share Discussion Threads

[euclid5] 02/5/2014 09:45

Plus Simon Cole is the Non Exec Director of ONE Delta also

[sweenoid] 02/5/2014 09:14

Since UBC are / will be significant shareholders in BOOM ( I like it) the higher the one delta share price the better, the share price reaction to the news...says it all

I seen the reverse takeover progressing and Audioboo floated as a significant result for UBC LONG TERM , it's also great for IMG :-)

S

[mach100] 02/5/2014 08:20

One Delta is up 93% so far. Certainly a good deal as far as original holders of One Delta are concerned. I do like the new epic too BOOM. As a UBC holder I have to digest it properly. I have been sniffy from the beginning about this deal. But on first glance it is not as bad I feared. Is today's One Delta rise though because they are getting a good deal and we UBC holders getting a lesser one which will be evident when we relist. I would take 93% PLUS.

[tullynessle] 02/5/2014 08:08

At 08:08 ONE quote is 3 - 3.5 (+85.7%)

[tullynessle] 02/5/2014 08:06

ONE DELTA currently trading at 2.5p - 3p


Third RNS below....



Date : 02/05/2014 @ 08:00
Source : UK Regulatory (RNS & others)
Stock : One Delta (ONE)
Quote : 2.25 0.5 (28.57%) @ 08:00

02 May 2014


ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
-------------------------------------------------------------------------------

COMPANY NAME:
-------------------------------------------------------------------------------
One Delta plc (the "Group"). Name to be changed to Audioboom
Group plc pending shareholder approval at the Group's AGM


Continued..

[tullynessle] 02/5/2014 08:01

ONE (ONE DELTA) trading commences this morning....



Date : 02/05/2014 @ 07:30
Source : UK Regulatory (RNS & others)
Stock : One Delta (ONE)

NOTICE

02/05/2014 7:30am

RESTORATION OF TRADING ON AIM

ONE DELTA PLC

The trading on AIM for the under-mentioned securities was temporarily suspended. The suspension is lifted from 02/05/2014 7:30am, an announcement having been made and an admission document having been published.

Ordinary Shares of No Par Value Fully Paid (B5NFKB7) (JE00B5NFKB77)

If you have any queries relating to the above, please contact the company's nominated adviser on 0207 614 5929.

This information is provided by RNS

[amt] 02/5/2014 07:16

Are there any geniuses out there who can work out how much value that has added or deducted from current share price.

[someuwin] 02/5/2014 07:10

RNS Number : 1310G

UBC Media Group PLC

02 May 2014

UBC Media Group plc

("UBC" or "the Company")

Update on Audioboo Investment

UBC Media Group (AIM: UBC), the multimedia content and services company today provides an update on its investment in Audioboo Limited ("Audioboo"), and the proposed acquisition of 7digital Group, Inc.("7digital").

As announced previously, UBC signed non-binding Heads of Terms with One Delta plc ("One Delta"), a cash shell quoted on AIM, to acquire the entire issued and to be issued share capital of Audioboo in a potential all share transaction which would leave UBC with a significant stake in the enlarged group ( the "Audioboo Acquisition").

On 1 May 2014 UBC signed a sale and purchase agreement with One Delta under which UBC agreed to sell, and One Delta agreed to purchase, UBC's holding of 4,105,016 ordinary A shares in the capital of Audioboo for consideration of 87,029,307 ordinary shares of no par value in the capital of One Delta ("One Delta Ordinary Shares") at a deemed price of 1.5 pence per share, representing a value of GBP1.3 million. In addition, under the terms of the sale and purchase agreement, One Delta will issue UBC with 8,765,404 warrants to subscribe for One Delta Ordinary Shares at a price of 1.5 pence per share ("Warrants"). On completion of the Audioboo Acquisition, UBC will own 18.9% of One Delta. Upon exercise of the Warrants, UBC will hold 19.9% of the enlarged group.

One Delta has previously raised GBP3,485,000 for the purposes of funding Audioboo. The Audioboo Acquisition helps to secure the future of Audioboo, fully funds the business for development and leaves UBC with a significant holding. In addition, One Delta will seek shareholder approval to change its name to "Audioboom Group plc". Following shareholder approval One Delta's AIM trading symbol will become BOOM.

Update on Acquisition of 7digital

Concurrently, as part of the strategy to transform the Company, UBC is in the process of acquiring 7digital, a leading global supplier of digital music services. UBC announced on 17 March 2014 that it had signed Heads of Terms with 7digital and expects to publish an admission document by May 2014. Progress towards that end remains on track and further updates will be made as and when required. In accordance with the AIM Rules for Companies, UBC's shares will remain suspended until the admission document is published or the Company confirms that the acquisition of 7digital is no longer taking place.

[hazl] 01/5/2014 21:30

hey I think BOOM sounds great!

[someuwin] 01/5/2014 20:59

Good spot euclid - lots to read there!

[euclid5] 01/5/2014 20:59

Shareholders should note that the Proposals are inter-conditional. If the Resolutions are duly passed at the AGM, the Company's existing trading facility on AIM in respect of the Existing Ordinary Shares will be cancelled and the Company will apply for the Enlarged Share Capital to be admitted to trading on AIM.

It is expected that Admission will take place and that dealings in the Enlarged Share Capital will commence on 20 May 2014.

[euclid5] 01/5/2014 20:55

RNS out on One Delta has more info re: AudioBoo



The Acquisition constitutes a reverse takeover under the AIM Rules and thus completion of the Acquisition is conditional on, inter alia, receiving the approval of Shareholders. In addition, One Delta will seek shareholder approval to change the name of the Company to "Audioboom Group plc". Following Admission the Company's AIM trading symbol will become BOOM.



These approvals will be sought at the Annual General Meeting to be held at 10.00am on 19 May 2014 at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG

[smithie6] 24/4/2014 10:57

Apple having high sales in China ....
results reported after the close yesterday

hopefully those device owners might want to use IMG music services and hopefully some use of UBC IP and hence a cut for UBC.

[geheimnis2] 14/4/2014 21:39

No problems michaelmouse

Glad we could put your fears to rest

Cheers

G2

[michaelmouse] 14/4/2014 20:54

Yes my sincere apologies. I didn't take the time to read the RNS correctly. I shall remove the post from my blog. I'm trying to think of a suitable excuse for my misinterpretation, but actually I was just being a bit thick!!Doh!

I'll go and have a lie down.

Thanks for correcting me, and thank goodness I was wrong.

Michael.

[euclid5] 14/4/2014 19:33

Michael Mouse,

It may be worth you re amending your website info today regarding this.

You can always Twitter Simon Cole & ask him to re confirm this for your assurance - he does reply - I have been in short discussions with him via twitter a few weeks ago about this

Thanks

[euclid5] 14/4/2014 19:32

correct GeH...as stated in the rns

www.investegate.co.uk/ubc-media-group-plc/rns/update/201404141710038050E/

On 14 April UBC, along with Slovar Limited ("Slovar"), who together hold 78.86% of the issued share capital of Audioboo, have entered into irrevocable commitments to enter into a share sale agreement with One Delta on terms broadly consistent (unless otherwise agreed) with the non-binding agreement in principle announced on 17 March 2014

17 March 2014 RNS below:

www.investegate.co.uk/ubc-media-group-plc/rns/update-on-proposed-acquisition-and-audioboo/201403170700144299C/

If the transaction completes as currently envisaged, UBC would hold just under 20% of One Delta plc.

[geheimnis2] 14/4/2014 19:29

michaelmouse

UBC will sell their stake in Audioboo to one delta for shares in the enlarged one delta group (which i assume will be renamed audioboo)

UBC will i assume hold about 20% of the shares of the separately listed audioboo

hope that helps your understanding of the transaction

cheers

g2

[euclid5] 14/4/2014 19:26

Hello Michael Mouse,

The rns that somuwin posted is from ONE Delta - UBC will still hold a stake in Audioboo as mentioned in UBC's rns today:


Monday 14 April, 2014UBC Media Group PLC
Update

RNS Number : 8050E
UBC Media Group PLC
14 April 2014

14 April 2014



UBC Media Group plc

("UBC" or "the Company")



Update on progress of investment in Audioboo and proposed acquisition of 7digital

As part of this strategy, UBC has been seeking investment in its associate company, the fast growing audio social network platform Audioboo. As announced previously, UBC signed non-binding agreement in principle with One Delta plc ("One Delta"), a cash shell quoted on AIM, to acquire the entire issued and to be issued share capital of Audioboo in a potential all share transaction which would leave UBC with a significant stake in the enlarged group.

www.investegate.co.uk/ubc-media-group-plc--ubc-/rns/update/201404141710038050E/

[folderboy] 14/4/2014 17:06

Digital Human Radio 4. Worth finding on iPlayer fair amount re audio & the Web

[someuwin] 14/4/2014 16:48

RNS

RNS Number : 8017E
One Delta PLC
14 April 2014



One Delta plc
("One Delta" or the "Company")

Update on proposed acquisition
Loan agreement

Acquisition update
On 17 March 2014, at the same time as its equity fundraise, the Company announced that it had reached a non-binding agreement in principle for the acquisition of Audioboo Limited, a social media audio platform.

The proposed acquisition of Audioboo Limited ("Audioboo") is deemed to be a reverse take-over in accordance with the AIM Rules for Companies. Accordingly an Admission Document must be produced and shareholders` approval obtained. Work on this is at an advanced stage and, subject to completion of certain regulatory and due diligence work, is expected to be announced in the near future.

The Company has obtained irrevocable commitments from Slovar Limited ("Slovar") and UBC Media Group Plc ("UBC"), who together hold 78.86% of the issued share capital of Audioboo, to enter into a share sale agreement with the Company on terms broadly consistent (unless otherwise agreed) with the non-binding agreement in principle announced on 17 March 2014 in respect of their entire holdings of shares in Audioboo. The irrevocable commitments entered into by each of Slovar and UBC will automatically terminate on 8 June 2014 if no agreement has been entered into for the sale of the entire issued share capital of Audioboo to the Company on or before that date.

Loan Agreement
The Company has entered into a loan agreement with Audioboo pursuant to which it will make a loan of £150,000 (the "Loan") available to Audioboo (the "Loan Agreement").

The Loan Agreement provides for an unsecured, interest free, loan of £150,000 to Audioboo, the proceeds of which will be used by Audioboo to fund further development of its technical infrastructure and user interface. The initial term of the Loan is one year unless the acquisition of Audioboo is not completed by the end of June 2014 in which case the term of the Loan will be extended to 18 months or shortened so that it becomes repayable on 1 August 2014 depending on the cause of the acquisition not proceeding.

The Loan Agreement has been entered into in the expectation that the Company acquires the entire issued share capital of Audioboo before the end of June 2014.

One Delta Chairman, Roger Maddock, commented:"We have made significant progress on the acquisition of Audioboo and I am pleased to make a loan which will help accelerate our ambitious plans to develop Audioboo's social media platform."