Acquisition

RNS Number:0896G
ResponzeTV PLC
22 October 2007


                         ResponzeTV PLC ("the Company")


                       Acquisition of KHL Holdings, Inc.,

            Subscription for New Shares by OmniReliant Corporation,

                            and Conversion of Loans



Acquisition of KHL Holdings, Inc.


The Company announces that it has agreed to acquire the entire issued share
capital of KHL Holdings, Inc. ("KHL"). The consideration for the acquisition of
KHL ('the Acquisition") will be the issue to the vendor, OmniReliant Corporation
("Omni") of 10,000,000 new ordinary shares of 16p each in the capital of the
Company ("Consideration Shares").


KHL is a USA-based company which has the exclusive worldwide sublicense to
manufacture, promote and sell the 'Kathy Hilton' lifestyle brand of men's and
women's skincare products, cosmetics and related personal care products and home
/environmental items such as candles, potpourri and incense. The 'Kathy Hilton'
range of products was successfully launched on the HSN home shopping TV channel
in the USA in July 2007 and the Company initially intends to promote and sell
this range of products primarily through infomercial and home shopping channels.


KHL is a special purpose company formed for the purposes of the Acquisition and
has not traded to date. Under the terms of the Acquisition, Omni has given
warranties and representations in respect of certain business, taxation and
other matters, subject to agreed limitations on liability. Completion of the
Acquisition is subject to shareholders granting relevant approvals for the issue
of the Consideration Shares and to completion of the subscription for new shares
in the Company by Omni described below.

Omni is a wholly-owned USA-based subsidiary of OmniReliant Holdings, Inc., which
was formed in November 2006 and whose shares are traded on the OTC Bulletin
Board (ORHI.OB). Omni is engaged in the creation, design, distribution and sale
of luxury products and will retain the rights to market and license the 'Kathy
Hilton' brand of fragrance products. In view of its recent formation it has had
only nominal turnover to date.

Subscription for New Shares by Omni


The Company also announces that Omni has agreed to subscribe for an aggregate
8,500,000 new ordinary shares of 16p each in the capital of the Company
("Subscription Shares") at a price of 30p per share, to raise an aggregate
amount of US$5,100,000.


As part of the arrangements, Omni will be issued with unlisted warrants,
exercisable for a period of five years from 11 September 2007 ("Warrants"), to
subscribe for an aggregate 17,000,000 further ordinary shares, of which 50% will
be at a price per share of 37p, 25% will be at a price per share of 50p and 25%
will be at a price per share of 100p.


Completion of the subscription is subject to completion of the Acquisition, the
conversion by MediaXposure Limited (Cayman) ("MediaXposure") of the balance of
its convertible loans in the Company, as described below, and shareholders
granting relevant approvals for the issue of the Subscription Shares and
exercise of the Warrants.


Conversion of Loans by MediaXposure


MediaXposure, which at the date of this announcement holds 50,136,655 ordinary
shares of the Company, has also agreed with the Company that it will, on
completion of the Omni subscription, convert the remaining US$2,940,000 balance
outstanding of its convertible loans into 7,000,000 new Ordinary Shares at an
issue price of 21p per share, pursuant to the authority granted by shareholders
at the EGM on 29 December 2006. In consideration of this conversion, the Company
has agreed that, subject to shareholders granting relevant approval, it will
issue to MediaXposure warrants to subscribe for an aggregate 14,000,000 further
new Ordinary Shares ("MX Warrants"), of which 50% will be at a price per share
of 37p, 25% will be at a price per share of 50p and 25% will be at a price per
share of 100p. MediaXposure is a substantial shareholder of the Company and
accordingly, under the AIM Rules, is deemed to be a related party of the
Company.


The Directors consider, having consulted with its Nominated Adviser, that the
issue of MX Warrants with MediaXposure are fair and reasonable as far as the
Company's shareholders are concerned.


Following shareholder approval for, and completion of, the above matters, and
assuming no further issues of shares, the issued ordinary share capital of the
Company will amount to 110,154,638 Ordinary Shares. Omni's interest of
18,500,000 Ordinary Shares will represent 16.8 per cent. of the total issued
share capital. The interests of each of Kevin Harrington and Tim Harrington,
amounting to 9,080,368 and 9,080,367 Ordinary Shares respectively, will
represent 8.25 per cent. of the total issued share capital of the Company, being
an aggregate combined interest of 18,160,735 Ordinary Shares, representing an
aggregate 16.5 per cent. of the total issued share capital of the Company.
MediaXposure's interest of 57,136,655 Ordinary Shares will represent 51.8 per
cent. of the total issued share capital of the Company. GPL Corp Ltd's interest
of 4,112,034 Ordinary Shares will represent 3.7 per cent. of the total issued
share capital of the Company. In addition, there will be an aggregate 39,879,214
warrants in issue.


The Company will notify shareholders in due course of the date of the proposed
EGM to be called to provide all necessary approvals referred to above.
Completion of the Acquisition, the subscription for new shares by Omni, the
conversion of loans by MediaXposure and the issue of warrants described above is
expected to take place following the relevant shareholder approvals being
granted.


Steven Goodman, Executive Chairman, commented: "The acquisition of KHL Holdings,
Inc., and the access this gives us to the highly regarded Kathy Hilton lifestyle
brand, is another important step in the continuing development of
ResponzeTV.  The Company has undergone a period of significant change but this
transaction, and the further financial restructuring that accompanies it, leaves
us well positioned for future growth. The investment of US$5.1m by Omni will
fund expansion of the Kathy Hilton brand and our own products and brands, and is
a show of confidence in our brand and business model."


22 October 2007


For further enquiries contact:


Steven Goodman,
Executive Chairman, ResponzeTV PLC
Tel: [phone]


Bobbie Hilliam,
Evolution Securities Limited
Tel: [phone]






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            The company news service from the London Stock Exchange

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