![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pope & Talbot | NYSE:POP | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
RNS Number:3244M Poptones Group PLC 13 June 2003 Poptones Group plc ("Poptones" or "the Company") Proposed Disposal of Poptones Limited Statement on Capital Notice of Extraordinary General Meeting Introduction The Independent Directors today announce the proposed disposal for a nominal consideration of #1 (the "Disposal") of its trading subsidiary, Poptones Limited, which in turn has holdings in each of Poptones Telstar 1 Limited, Poptones Telstar 2 Limited (the "JV Companies"), Poptones Music Ltd and The Punk Rock Film Company Limited (together the "Subsidiaries") to Alan McGee, the Chief Executive and a director of Poptones. The result of the Disposal will be that Poptones will become a non-trading company the majority of whose assets, before costs and expenses relating to the Disposal, will be cash of approximately #180,000. Background On 27 March 2003, the Board announced its interim results for the period ended 31 December 2002. In that announcement, it was stated that trading conditions continued to be tough and that the Board was considering all available options for the business. Accordingly, following a strategic review, the Independent Directors have agreed, conditional on shareholder approval, to dispose of the Subsidiaries to Alan McGee. Before undertaking this Disposal, the Board considered a number of alternatives and concluded that the best option available given the ongoing losses being incurred was to dispose of the Subsidiaries to preserve the remaining cash resources of the Company. The key points are summarised below: * Sale of the subsidiary Poptones Limited, which in turn has holdings in each of Poptones Telstar 1 Limited, Poptones Telstar 2 Limited, Poptones Music Ltd and The Punk Rock Film Company Limited to Alan McGee. * Write-off of inter-company loans owed by Poptones Limited to the Company taking into account the value of debtors, net of creditors. * Alan McGee will be contractually committed to pay an override royalty calculated on future profits and/or sales as outlined below. * Resignation from the Board by Alan McGee and termination of his service contract and the waiver of any payment in lieu of notice and/or termination fees payable according to its terms. This will remove a potential liability payable to Alan McGee of approximately #50,000. * Aggregate cash, before expenses, following the Disposal of approximately #180,000 million. It has also been determined that the value of the Company's assets (net of its liabilities) is less than half of its called-up share capital. In the circumstances, the directors are obliged by Section 142 of the Companies Act 1985 (the "Act") to convene an extraordinary general meeting. The Independent Directors (being Michael Blackburn, Ian Aspinall, Michael Edelson and Julian Richer) who have been so advised by Altium Capital Limited, consider the terms of the Disposal to be fair and reasonable, in so far as the Company's shareholders are concerned. In providing its advice, Altium Capital Limited has taken into account the commercial assessments of the Independent Directors. Altium Capital, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Poptones and no one else in connection with the matters described herein and is not advising any other person or treating any other person as its client in relation thereto and will not be responsible to anyone other than Poptones for providing the protections afforded to clients of Altium Capital or for providing advice in relation to Poptones, the contents of this announcement or any other matters referred to herein. This summary should be read in conjunction with the full text of the announcement set out below containing the details of the Disposal and which forms part of this announcement. 13 June 2003 Poptones Group plc ("Poptones" or "the Company") Proposed Disposal of Poptones Limited Statement on Capital Notice of Extraordinary General Meeting 1. Introduction The Independent Directors today announce the proposed disposal for a nominal consideration of #1 (the "Disposal") of its trading subsidiary, Poptones Limited, which in turn has holdings in each of Poptones Telstar 1 Limited, Poptones Telstar 2 Limited (the "JV Companies"), Poptones Music Ltd and The Punk Rock Film Company Limited (together the "Subsidiaries") to Alan McGee, the Chief Executive and a director of Poptones. The result of the Disposal will be that Poptones will become a non-trading company the majority of whose assets, before costs and expenses relating to the Disposal, will be cash of approximately #180,000. On 27 March 2003, the Board announced its interim results for the period ended 31 December 2002. In that announcement, it was stated that trading conditions continued to be tough and that the Board was considering all available options for the business. Accordingly, following a strategic review, the Independent Directors have agreed, conditional on shareholder approval, to dispose of the Subsidiaries to Alan McGee. Before undertaking this Disposal, the Board considered a number of alternatives and concluded that the best option available given the ongoing losses being incurred was to dispose of the Subsidiaries to preserve the remaining cash resources of the Company. Upon completion of the Disposal it is intended that Alan McGee will resign from the board of Poptones and agree to the termination of his service contract and the waiver of any payment in lieu of notice and/or termination fees payable according to its terms. In addition, as part of the Disposal, Alan McGee will be contractually committed to pay an override royalty calculated on profits and/or sales as outlined below. It has also been determined that the value of the Company's assets (net of its liabilities) is less than half of its called-up share capital. In the circumstances, the directors are obliged by Section 142 of the Companies Act 1985 (the "Act") to convene an extraordinary general meeting (the "EGM"). The EGM will consider whether any, and if so what, steps need to be taken to deal with the situation. Also, as the Company will, if the Disposal is approved, be left with only one subsidiary, it is proposed that the name of the Company is changed to Hawthorn Holdings PLC. The Independent Directors (being Michael Blackburn, Ian Aspinall, Michael Edelson and Julian Richer) who have been so advised by Altium Capital Limited, consider the terms of the Disposal to be fair and reasonable, in so far as the Company's shareholders are concerned. In providing its advice, Altium Capital Limited has taken into account the commercial assessments of the Independent Directors. 2. Background to and reasons for the Disposal Poptones was floated on AIM on 8 August 2000 in conjunction with a #2 million equity fundraising. The Company was established to take advantage of opportunities within the music industry, specifically music production and distribution, by creating a new independent record label run by Alan McGee (one of the co-founders of Creation Records). However, as a small AIM traded independent record label, Poptones has been unable to sign enough artists of sufficient profile to enable it to achieve the record sales required to support its initial strategy. As a niche player, Poptones endeavoured to identify emerging trends in the music industry, whilst attempting to control the cost of establishing and promoting new artists. However, timing is critical to a strategy of this kind and with diminishing cash reserves available to run the business and support its artists, the Board concluded that the Company could no longer support this strategy. Therefore, in 2002, given the continued operating losses following a major cost cutting programme, the Board implemented a strategic review. As a result of this review, Poptones established the JV Companies with Telstar Music Group Limited in an attempt to better exploit the Company's contractual agreements with certain artists. However, following the interim results for the six months ended 31 December 2002, which reported further losses of #186,000 (2001: #588,000) it became apparent that the business was unlikely to continue to be viable and the Board undertook a further strategic review of the options available to the Company. The scope of the review included, inter alia, Poptones continuing to pursue its original strategy (which would require additional funding), disposal of the Company, a merger or reverse takeover, the sale of the Subsidiaries (thereby conserving the remaining cash) and/or a return of capital to shareholders. Following this review, the Board concluded that the option which best served the interests of the shareholders as a whole was to dispose of the loss-making Subsidiaries and to conserve the remaining cash in the Company. 3. Details of the Disposal The Disposal is a related party transaction under the AIM Rules as Alan McGee is a director and substantial shareholder of the Company. Although the Board is not required under the AIM rules to obtain the approval of shareholders for the Disposal, the Independent Directors believe that, in light of the impact that the Disposal will have on the activities of the Company and its nature as a related party transaction, it would be best practice to seek the approval of shareholders at a general meeting. Accordingly, an EGM to approve the Disposal has been convened for 8 July 2003, to be held at Third Floor, 345 Stockport Road, Manchester, M13 0LF. Of the Subsidiaries, Poptones Music Limited and The Punk Rock Film Company Limited have never traded, the JV Companies have traded at a loss for the period to 30 June 2002 and Poptones Limited, (excluding the cancellation of all relevant inter-company loans) had losses of #328,224 for the period to 30 June 2002 and #991,908 for the period to 30 May 2001. In accordance with Poptones' previously adopted practice, subject to the finalisation of completion accounts, it has been agreed that as part of the terms of the Disposal the inter-company loans owed by Poptones Limited to the Company will be written-off with the result that the net asset value, taking into account the value of debtors net of creditors, will be zero. Accordingly, the Independent Directors have valued the Subsidiaries at nil. The proposed Disposal will be effected by way of the sale of the entire issued share capital of Poptones Limited, for a nominal consideration of #1 to Alan McGee and is conditional upon his resignation as a director and employee of the Company and him waiving his entitlement to any payment in lieu of notice and/or termination fees payable according to the terms of his service contract. This will remove a potential liability payable to Alan McGee of approximately #50,000. Furthermore, Poptones currently has 7 artists under contractual arrangements, signed with either the JV Companies or one or other of the Subsidiaries. Due to the nature of the record industry, and although not currently expected by the Independent Directors, it is conceivable that any of these artists could become sufficiently successful to generate substantial revenue. Therefore, as part of the terms of the Disposal, Alan McGee is contractually committed to provide additional consideration (the "Override Royalties") as follows: a) 30% of Poptones Limited's entitlement to recoverable profits in excess of #50,000 generated by either or both of the JV Companies during the period to 30 September 2004; and b) a royalty calculated as a percentage of all sales, at the published dealer price, of albums during the two year period commencing upon completion of the Disposal, such percentage being 2 per cent. in respect of back catalogue album sales and 1 per cent. in respect of future album sales in excess of 100,000 units, increasing to 3 per cent. and 1.5 per cent. respectively once album sales exceed 250,000 units. A copy of the conditional disposal agreement between the Company and Alan McGee may be inspected at Third Floor, 345 Stockport Road, Manchester, M13 0LF during normal business hours on any week day (Saturday and public holidays excepted) until the date of the EGM. Following the Disposal, the Company will have no trading activities and will be left with cash amounting to approximately #180,000 and a limited number of creditors (mainly adviser costs incurred during the Disposal of approximately #45,000). Upon completion of the Disposal, the Independent Directors have agreed to resign as directors of the Subsidiaries but will, however, carry on as directors of Poptones. The Independent Directors have also agreed to waive all further fees in respect of their roles as directors following the completion of the Disposal. The ongoing liabilities of the Company following the Disposal should amount to approximately #4,500 a month, principally consisting of costs and expenses in maintaining the Company's AIM status. Following the Disposal the Independent Directors will look to identify suitable companies to whom the cash and AIM status are attractive and to negotiate an appropriate transaction. The Independent Directors, taking into account the fact that the Subsidiaries, together with the salary of Alan McGee who will resign following the Disposal, comprise the vast majority of the cash outflow of the Company, unanimously recommend the Disposal. 4. Extraordinary General Meeting An EGM to seek shareholder approval, inter alia, for the Disposal has been convened for 10.30 a.m. on 8 July 2003 at Third Floor, 345 Stockport Road, Manchester, M13 0LF at which resolutions (the "Resolutions") are being proposed as follows: 1) an ordinary resolution to approve, inter alia, the Disposal pursuant to section 320 of the Act and/or for all other purposes; and 2) a special resolution to change the name of the Company to Hawthorn Holdings PLC. Following best practice, given his interest in the Disposal, Alan McGee who has a beneficial holding of 2,212,161 Poptones shares, representing 38.7 per cent. of the issued share capital of the Company, will be excluded from voting on the Resolutions. 5. Timetable Set out below is a timetable which details the principal events relating to the Disposal of the Subsidiaries: Latest time and date for receipt of forms of proxy 10.30 a.m. on 7 July 2003 Extraordinary General Meeting 10.30 a.m. on 8 July 2003 Expected completion of the Disposal following shareholder by 5.00 p.m. on approval 8 July 2003 6. Recommendation The Independent Directors, who have been advised by Altium Capital Limited, consider that the Disposal is in the best interests of the Company and its shareholders as a whole. In providing its advice, Altium Capital Limited has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors have unanimously recommended shareholders to vote in favour of the resolutions proposed at the EGM, as they intend to do so in respect of their beneficial holdings of 801,890 ordinary shares representing approximately 14.0 per cent. of the issued share capital of the Company (being 22.9 per cent. of the issued share capital of the Company excluding Alan McGee's beneficial holding of shares). Enquiries: Poptones Group plc 07733 321426 Michael Blackburn, Chairman This information is provided by RNS The company news service from the London Stock Exchange END MSCEXLFFXQBLBBE
1 Year Pope Talbot Chart |
1 Month Pope Talbot Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions