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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
New Media | LSE:NMLS | London | Ordinary Share | IE00B0RB0055 | ORD 2/3P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.125 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 2583H New Media Lottery Services PLC 03 November 2008 3 November 2008 NEW MEDIA LOTTERY SERVICES PLC ("NMLS" or "the Company") (Ticker:NMLS) Convertible Loan Agreement and Grant of Warrants The Board of New Media Lottery Services PLC, the gaming content and systems provider, today announces that it has raised EUR1.15 million (before expenses) by way of a secured convertible loan ("Convertible Loan") from Trafalgar Capital Specialized Investment Fund (the "Participant"). Pursuant to the terms of the convertible loan agreement ("Convertible Loan Agreement") the Participant has also been granted a warrant ("Warrant") to purchase up to 3,000,000 Ordinary Shares in the Company ("Warrant Shares"). The Company will use the funds to continue its marketing efforts associated with www.rehabbingo.com, www.rehabgames.com and www.lonely.ie. In addition, the new funds will support the Company's projects with Inspired Broadcast Networks, additional contract procurement and ongoing operations. This summary should be read in conjunction with the full text of the following announcement. ---ends--- Enquiries: New Media Lottery Services PLC (001) 540 437 1688 John Carson www.nmlsplc.com Bishopsgate Communications Ltd 020 7562 3350 Nick Rome Michael Kinirons www.bishopsgatecommunications.com Arbuthnot Securities 020 7012 2000 Paul Vanstone www.arbuthnotsecurities.co.uk The distribution of this announcement may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Introduction The Board of New Media Lottery Services PLC, the gaming content and systems provider, today announces that it has raised EUR1.15 million (before expenses) by way of a secured convertible loan ("Convertible Loan") from Trafalgar Capital Specialized Investment Fund (the "Participant"). Pursuant to the terms of the convertible loan agreement ("Convertible Loan Agreement") the Participant has also been granted a warrant ("Warrant") to purchase up to 3,000,000 Ordinary Shares in the Company ("Warrant Shares"). The Company will use the funds to continue its marketing efforts associated with www.rehabbingo.com, www.rehabgames.com and www.lonely.ie. In addition, the new funds will support the Company's projects with Inspired Broadcast Networks, additional contract procurement and ongoing operations. Convertible Loan Agreement The Convertible Loan, which is to be secured by way of fixed and floating charge over the undertaking and assets of the Company, bears interest at a rate of 8% per annum and is repayable in equal monthly installments by 30 April 2010. The Company is (subject to certain exceptions) entitled to make additional repayments of the Convertible Loan at any time. All repayments of the Convertible Loan will also be subject to a redemption premium of 12.5%. The maximum amount repayable under the Convertible Loan Agreement (assuming no breach) is approximately EUR1.85 million. At the option of the Participant, any Convertible Loan amounts outstanding may be converted in whole or in part into Ordinary Shares ("Conversion Shares") at 2.5 pence per share. If the prevailing share price at conversion is less than 2.5 pence per share the Participant may, with the consent of the Company, convert any Convertible Loan amounts outstanding into Conversion Shares at 85% of the lowest daily closing volume weighted average price for the five consecutive trading days immediately prior to the notice to convert being issued by the Participant. The Convertible Loan is a Euro denominated facility and it provides for an adjustment mechanism to protect the Participant from dilution due adverse movements in the Euro/Sterling exchange rate that would otherwise dilute the number of Conversion Shares that it would be entitled to in the event of conversion. Unless the Company otherwise agrees, the Participant cannot convert such that the Participant would hold in excess of 2.99% of the prevailing issued share capital of the Company prior to any such conversion. This restriction does not apply to the Participants right to subscribe for the Warrant Shares as set out below. If the Company is in terminable default under the Convertible Loan Agreement then the Participant has the option to convert all amounts outstanding into Ordinary Shares at the Conversion Price. Pursuant to the Convertible Loan Agreement the Company has also granted the Warrants. The Warrants are exercisable in whole or in part up to 30 April 2010 and entitle the Participant to acquire up to 3,000,000 Ordinary Shares at a price of 5 pence per Ordinary Share. In the event that the Participant does not exercise its right to subscribe for any Warrant Shares the Company shall pay the Participant £120,000. The trading of the Ordinary Shares is governed by the Irish Takeover Rules. In the event that the Company is in default (of the type referred to above) under the Convertible Loan Agreement and the Participant exercised its right to convert some or all amounts outstanding into Ordinary Shares then the Participant may have an aggregate holding of Ordinary Shares representing 30% or more of the total voting rights in the Company. If this happened the Participant would be required (except with the consent of the Irish Takeover Panel) to make an offer for all of the outstanding Ordinary Shares in the Company. If the Participant exercises in whole or in part its right to subscribe for Conversion Shares and/or Warrant Shares, the holders of the existing Ordinary Shares could be materially diluted, the degree of such dilution will depend on the quantum of conversion, prevailing Ordinary Share price and Euro/Pound Sterling exchange rate. The Conversion Shares and the Warrant Shares will, following issue, rank pari passu in all respects with the Ordinary Shares, including the right to receive all distributions declared, paid or made on or after issue. If and when any Conversion Shares or Warrant Shares are issued, application(s) will be made without delay to the London Stock Exchange for such shares to be admitted to trading on AIM. It should be noted that the Company currently has authority to issue up to 19,888,118 further Ordinary Shares in the Company without being required to offer those shares to all shareholders. Financial Position of the Company The Company has existing debt owed to New Media Lottery Services, Inc, the 80.23% shareholder of the Company, Comerica Bank and Milton Dresner (a non-executive director of the Company) and Joseph Dresner (the "Dresners"), majority shareholders in New Media Lottery Services, Inc. and, together, direct holders of a further 7.23% of the issued share capital in the Company (collectively the "Debt Providers"). Each of the Debt Providers (other than Comerica Bank) has confirmed to the Company that they will not require repayment of their respective debt noted above prior to the satisfactory payment in full of the Convertible Loan by the Company, subject to certain terms and conditions. In the case of the debt owed to Comerica Bank, Milton Dresner has agreed to guarantee all payments which are required to be made to Comerica Bank (in respect of the existing debt) until satisfactory payment in full of the Convertible Loan, subject to certain terms and conditions. The proceeds of the Convertible Loan will help finance the Company's short term capital requirements. The Directors believe that the majority shareholders will continue to support the business should the Company require further capital in the foreseeable future. This information is provided by RNS The company news service from the London Stock Exchange END MSCVXLBBVFBBFBL
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