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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Rome Resources Plc | LSE:RMR | London | Ordinary Share | GB00BYY0JQ23 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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-9.20 | -96.79% | 0.305 | 0.29 | 0.32 | 0.35 | 0.305 | 0.35 | 551,396,122 | 15:57:08 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:4776E RMR PLC 29 November 2002 RMR plc ("RMR" or "the Company") Proposed acquisition of The Talent Group Limited ("Talent"), Capital Reorganisation, Change of name to Talent Group plc, Adoption of New Share Option Schemes and Application for Admission to AIM The board of RMR announces that the Company has entered into an agreement to acquire Talent, an independent television production company, for a total consideration of #1.25 million to be satisfied by an issue of 10,000,000 New Ordinary Shares which, following the Capital Reorganisation referred to below, will represent 61.69 per cent. of the enlarged issued ordinary share capital of RMR. Talent is a producer of entertainment, interactive, comedy and documentary programmes. Of its directors, John Kaye Cooper and Anthony Humphreys have extensive experience in television and Robert Benton and Colin Nicholl have spent their working careers in the City of London and bring financial experience and expertise to the Company. Under the AIM Rules, the Acquisition is classified as a reverse takeover in view of its size. The Acquisition is, therefore, conditional upon the approval of the Company's shareholders at an extraordinary general meeting of the Company to be held on 23rd December, 2002, at which a resolution will also be proposed to waive the requirement under Rule 9 of the City Code, for the vendors of Talent to make a general offer for the Company. If the Resolutions are duly passed at the EGM, the existing AIM trading facility will be cancelled and a new trading facility granted at the same time. Shareholders representing 32.57 per cent. of the existing ordinary share capital have given irrevocable undertakings to vote in favour of the Resolutions to be proposed at the EGM. It is anticipated that Admission will become effective and dealings on AIM in the Enlarged Issued Ordinary Share Capital will commence on 24th December, 2002. History and business of the Enlarged Group RMR In Michael Mills' first statement as Chairman of RMR, which accompanied the accounts for the year ended 28th February, 2002, he reported that the group loss before taxation for that year was #6.345 million and followed a loss of #6.316 million for the previous year. As a result, the Directors of RMR took steps to reduce overheads and continued to investigate potential corporate transactions, firstly with the intention of utilising the Company's product portfolio and secondly to maximise the value of the AIM listing, both with a view to improving shareholder value. On 10th October, 2002, it was reported that the Directors had concluded that the Company should exit the software sector and accordingly, the business of RMR Design Limited, a wholly-owned subsidiary of the Company, was sold for a nominal consideration to two companies in the software and learning sectors. Commissions may become payable to the Company during the next three years, depending on the future sales of software solutions by the disposed business, but this is not, in the view of the Directors, expected to be material. Talent History The Broadcasting Act 1990 required both the BBC and ITV companies to commission at least 25 per cent. of their programmes from independent producers by 1993. Talent is an independent television production company which was established by International Artistes Limited in 1996 to take advantage of the opportunities that this legislation provided. John Kaye Cooper joined International Artistes (Television) Limited (later renamed Talent Television Limited) in January 1996 and became a shareholder in Talent in 1997. The Talent Group produces a variety of television programmes and entertainment videos. It has established a reputation in light entertainment programming, largely based on the expertise and record of John Kaye Cooper. Under the guidance of Anthony Humphreys, who joined the company on 1997, Talent has adopted a policy of using its reputation for high quality entertainment programmes to diversify into other types of television programme and to aim its product at a greater number of markets. This has resulted in the recruitment of new creative personnel, the development of scripts for comedy and drama series and feature films, the production of documentaries (for both UK and Japanese broadcasters) and the development of interactive and enhanced TV entertainment shows. Business As an independent producer, Talent will either acquire, or initiate, a programming idea which it will then present to a broadcaster. If the format is accepted, the project will proceed and will usually be financed in full by the broadcaster. Talent will produce the programme and receive a fee for so doing, together with additional fees if certain key roles, such as that of producer or director, are carried out by company personnel. Talent will also be able to recover certain items of direct costs and overhead. Under these circumstances, the intellectual property rights will, however, largely belong to the broadcaster. Talent has made over 40 productions in the last six years, the most notable of which are "Test the Nation - The National IQ Test" for BBC1, "The Villa", now in its fourth series for Sky One, the 50th BAFTA film awards and the BAFTA television awards for ITV, "It's your Funeral" for Channel 5 and TV Scrabble, for Flextech's Challenge? Channel. Talent has also produced a number of "behind the scenes" documentaries on the making of West End shows, such as Beauty and the Beast and The Witches of Eastwick for ITV and Doctor Dolittle for the BBC. Talent has a small number of customers and, therefore, any one of these can be significant during any one financial year. Talent has particular expertise in interactive television, which may be described as television with interactive content and enhancements. Interactive television provides entertainment, interactive ability and more information on programmes. It combines traditional television viewing with the interactivity enjoyed by those communicating through a network, such as the Internet. Programming can include richer graphics, links to Web sites, electronic communication with others and online commerce. In the United Kingdom, viewers watching digital television can access all these features by using their remote control handsets. The Government has stated that analogue television services will continue for some time, but it intends to switch-over fully to digital transmissions. The Government wants to do this as soon as possible and expects to do so as early as 2006-2010. The Directors and Proposed Directors of RMR therefore consider that interactive television is a growth area and Talent has already produced two interactive television programmes. These are TV Scrabble and Test the Nation. TV Scrabble is an interactive version of the popular board game and Test the Nation - The National IQ Test was an interactive studio based programme in which viewers and studio guests took part in a live IQ test. Taking the test in the studio were a group of ten celebrities and three hundred members of the general public, representing groups such as students, school teachers, builders, publicans and identical twins. The programme, which was presented by Anne Robinson and Philip Schofield, was broadcast on Saturday 11th May, 2002 in a primetime slot on BBC1. It was a major success for Talent and attracted an audience of over nine million viewers, equivalent to a 47 per cent audience share. As a result of that success, further programmes in the Test the Nation series are planned. Following completion of the Proposals, the additional resources available to Talent should, in the opinion of the Proposed Directors, enable it to make a greater financial contribution to the development and realisation of its productions in order to retain an interest, or enhanced interest, in those productions' intellectual property. This should increase its present and future returns. In the future, Talent intends to focus on retaining increased format ownership, which in the opinion of the Proposed Directors will improve the quality of its earnings, allowing it to participate in sales of product or format outside the UK, together with merchandising rights, where applicable and reduce its dependency on production fees. Talent aims to capitalise on its growing reputation as a maker of high profile and high quality entertainment programmes and to expand its base of experienced creative personnel and productions in order to establish a number of continuing or repeated products, which in the opinion of the Proposed Directors will enable further growth in the medium term. Talent currently has fourteen full time employees, three freelance consultants and eighteen production personnel on fixed term contracts (comprising eight employees and ten freelance consultants). Financial Information on Talent The table below sets out the trading record of Talent for the three years ended 30th September, 2002. The financial information contained in the table has been extracted from the accountants' report set out in the AIM admission document to be posted to shareholders later today. Year ended 30th September 2000 2001 2002 # # # Turnover 2,059 3,761 2,989 (Loss)/Profit on ordinary activities before taxation (40) 48 107 Terms of the acquisition of Talent Under the Acquisition Agreement, the Company has agreed to buy the entire issued share capital of Talent for a total consideration of #1.25 million, to be satisfied on completion by the issue to the vendors of Talent of 10,000,000 New Ordinary Shares which, following the Capital Reorganisation referred to below, will represent 61.69 per cent. of the Enlarged Issued Ordinary Share Capital. Additional consideration of up to 1,376,000 RMR new ordinary shares may become payable if, and to the extent that, the net cash balance of RMR at completion, as defined in the acquisition agreement, is less than #580,000. Robert Benton, John Kaye Cooper, Anthony Humphreys, Colin Nicholl, International Artistes Limited and Frances Ollard have irrevocably undertaken (except in certain limited circumstances) not to dispose of any of the Consideration Shares within 12 months of Admission without the prior written consent of John East & Partners and for a further period of 12 months without the prior written consent of John East & Partners, such consent not to be unreasonably withheld or delayed. In addition, Michael Mills, Paula Carroll, Swan Corporation Limited Retirement Benefit Scheme, The Duncan Duckett Pension Fund and Duncan Duckett have irrevocably undertaken (except in certain limited circumstances) not to dispose of a total of 1,372,941 New Ordinary Shares within 12 months of Admission without the prior written consent of John East & Partners and for a further period of 12 months only to make disposals on an orderly market basis through the broker to the Company. The Consideration Shares shall rank pari passu with the New Ordinary Shares in issue following the Capital Reorganisation. The Acquisition is conditional on, inter alia, the passing of the Resolutions and on Admission. Directors, Proposed Directors and Senior Management of the Enlarged Group Board Changes Following the implementation of the Proposals, Edward Carroll will resign from the board and Michael Mills will relinquish his executive responsibilities and remain on the board as a non-executive director. At the same time, Robert Benton, John Kaye Cooper, Tony Humphreys and Colin Nicholl will join the board as non-executive chairman, deputy chairman and creative director, managing director and finance director respectively. Colin Nicholl will also become company secretary. Details of the directors of the Company on Admission are set out below. Directors Michael Mills (Executive Chairman and proposed Non-executive Director), aged 55 is a chartered accountant and has held senior financial positions with Thomas Tilling plc, BTR plc (now Invensys plc) and Bunzl plc. He was a director of Apax Partners & Co Strategic Investors Limited from 1991 to 1995, where he had executive responsibilities for the implementation and integration of certain acquisitions and was part of the management team of a fund which acquired majority stakes in a number of European companies. From 1995 to 1999 he was the managing director and then non-executive director of S. Daniels plc, a listed manufacturer and distributor of chilled fresh foods. He is chairman of Advance Value Realisation Company Limited, a quoted investment company and of Intramezzo Limited as well as a director of Zenith International Limited. Proposed Directors Robert Benton (Proposed Non-executive Chairman), aged 45 has spent his entire career in the City of London with a number of stockbroking firms. He is currently Chief Executive of Bridgewell Securities Limited and prior to this was Chairman and Chief Executive of Charterhouse Securities Limited, which was acquired by ING Barings Limited in 2001. He joined Charterhouse in 1998 from ABN AMRO Equities (UK) Limited, where he was Global Head of Sales for three years. Prior to that, he was the Managing Director of HSBC James Capel Limited from 1992 to 1995, having joined James Capel originally in 1981 from Cazenove & Co, where he started his career. John Kaye Cooper (Proposed Deputy Chairman & Creative Director), aged 55, started his career in television with Scottish Television in 1967 as a cameraman, following two years in the theatre. He progressed to Thames Television, Yorkshire Television, Tyne Tees Television and LWT as a floor manager, associate producer and producer on major ITV drama and comedy series. His credits as producer and director since 1976 include programmes featuring established television names such as Russ Abbot, Michael Crawford, Emma Thompson, Stanley Baxter and Matthew Kelly, and more recently established names such as Brian Conley and Alan Davies. In 1982 he won a BAFTA Award for the Stanley Baxter Series. Between 1984 and 1987, he was Controller of Entertainment at Television South (TVS), where he launched the solo television careers of several young entertainers including Brian Conley, Richard Digance and Bobby Davro. In 1985, he commissioned the game show "Catchphrase", a series so consistently successful that it is still being produced seventeen years later. He became Controller of Entertainment & Comedy at London Weekend Television in 1990 with responsibility for many of ITV's top peak-time series including Blind Date, Gladiators, Barrymore, Hale and Pace, It'll Be Alright On The Night, The BAFTA Awards and the Audience With...special programmes. In 1991, 1993 and 1995 he produced the Royal Variety Performances, in the presence of Her Majesty The Queen, which starred, respectively, Diana Ross, Michael Barrymore and Sir Cliff Richard. John left London Weekend Television in 1995 to become Managing Director of Talent. Anthony Humphreys (Proposed Managing Director), aged 46, started working in theatre first as a production manager and then producer/director whilst reading Drama at Exeter University between 1976-79. After university he spent five years as actor/manager of a number of touring and community theatre companies, producing and directing shows as varied as a two man version of Dr Faustus and a Miracle Cycle of sixteen new plays performed (on the same day) by hundreds of performers and musicians for the new city of Milton Keynes. In 1986 he joined Humphrey Barclay Productions Limited and also began to represent some of his former theatre colleagues as an agent. At the same time, he was also a director of Hightimes Productions Limited, which controlled the format for "Me and My Girl", which starred Richard O'Sullivan and was broadcast by London Weekend Television for five seasons. He became a director in Humphrey Barclay Productions Limited in 1995 and was involved in the production of the company's major productions, including the long running series Desmond's for Channel Four and Surgical Spirit for ITV. He was also responsible for the commercial activities of Humphrey Barclay Productions Limited and then of Essential Film and Television Limited, as it became, until he left in 1997 to join Talent. He is also active on behalf of the trade association for cinema and television producers, PACT (Producers Alliance for Cinema and Television). He was a member of the association's industrial relations committee for two years, and is currently a member of a small committee responsible for negotiating and agreeing the terms and conditions of a new agreement between PACT and the Musicians Union. Colin Nicholl (Proposed Finance Director and Company Secretary), aged 49, is an associate of the Chartered Institute of Actuaries and of the Chartered Institute of Secretaries and an alumnus of the Kellogg Business School, Chicago. He has spent the last 25 years of his career in investment management in the City of London. He was Chief Investment Officer with Cazenove Investment Management from 1997 to 2001, becoming a partner of Cazenove & Co in 1999 and a managing director in 2001. Prior to this, he was Executive Director of UK Equity and Fixed Interest Investments with AMP Asset Management Limited after leaving Sun Alliance Group plc, (now Royal and Sun Alliance) where he had worked from 1974 to 1994, progressing from junior analyst to executive director of UK Equities of the investment management company. During 1996 he was Deputy Chairman of the Association of British Insurers Investment Committee. He will initially devote ten days a month to the affairs of the Company. Senior Management Malcolm Wright (Financial Controller and Production Accountant of Talent), aged 58, began his career with The Noel Gay Organisation Limited (theatrical producers, music publishers and agents) and worked there for approximately fifteen years. After acting as a consultant to private media clients between 1980 and 1985 he joined Humphrey Barclay Productions Limited and Hightimes Productions Limited as Financial Controller and Production Accountant. He has been working with Talent since 1997. Capital Reorganisation The share capital of the Company currently comprises 62,102,847 issued ordinary shares of 10p each and 37,897,153 unissued ordinary shares of 10p each. Under company law, it is not permissible to issue shares at below their nominal value and so a capital reorganisation is necessary to enable the Company to issue the Consideration Shares for the purposes of the Acquisition. Accordingly, it is proposed that: (i) each of the 62,102,847 issued ordinary shares of 10p each and the 37,897,153 unissued ordinary shares of 10p each will be subdivided and redesignated into one ordinary share of 0.1p and one deferred share of 9.9p each; (ii) every 10 of the 100,000,000 new ordinary shares of 0.1p each created following the sub-division will be consolidated into one ordinary share of 1p each; and (iii) the authorised share capital of the Company will be increased to #10,150,000 by the creation of a further 15,000,000 new ordinary shares of 1p each to allow the Consideration Shares to be issued for the Acquisition. The directors of the Company shall be authorised to deal with or retain fractions of New Ordinary Shares arising as a consequence of the consolidation referred to in (ii) above for the benefit of the Company. The Capital Reorganisation will result in Shareholders holding one New Ordinary Share and 10 Deferred Shares for every 10 Existing Ordinary Shares currently held. The New Ordinary Shares will have substantially the same rights (including voting and dividend rights and rights on a return of capital) as the Existing Ordinary Shares save that their nominal value will be reduced to 1p. The Deferred Shares will have no rights attaching to them other than on a return of capital. No application will be made for the Deferred Shares to be admitted to trading on AIM Definitive share certificates in respect of the New Ordinary Shares arising from the Capital Reorganisation are expected to be despatched on 31st December, 2002. Definitive share certificates for new RMR ordinary shares will not be despatched to those Shareholders who have previously elected to hold their existing ordinary shares in uncertificated form. Instead, these shares will be allotted to such Shareholders in uncertificated form through CREST. Immediately following the passing of the EGM resolutions, share certificates in respect of existing ordinary shares will cease to be valid for any purpose other than as evidencing the shareholders' title to deferred shares. Consequently no share certificates will be issued in respect of the deferred shares. Prior to the despatch of definitive share certificates, transfers of new ordinary shares arising from the capital reorganisation will be certified against the register. Current Trading and Future Prospects Following the sale of RMR Design's business, RMR no longer has any operational activities, although commissions may be received from sales generated by that business over the next three years. Talent is currently producing three projects, the second "Test the Nation" interactive test for BBC1, the third series of "TV Scrabble" for Flextech's Challenge? Channel and a "The Villa" special for Sky One. After the success, in May 2002, of Test the Nation, which achieved a 47 per cent. audience share on primetime BBC1, the Directors and Proposed Directors believe that prospects are encouraging, particularly in the area of interactive entertainment where Talent has particular expertise. Talent currently has further programme proposals under serious consideration by broadcasters and the Directors and Proposed Directors feel justified in looking to the future with confidence. Change of name Following completion of the Acquisition, Talent will be the trading entity of the Enlarged Group and, to reflect this, the directors of RMR now consider that the name of the Company should be changed to Talent Group plc. A resolution to give effect to this change will be proposed at the EGM. Corporate Governance The Directors support the highest standards of corporate governance and intend that the Company will observe the requirements of the Combined Code taking into account the Company's size and stage of development. The Company proposes to appoint Robert Benton as non-executive chairman and Michael Mills will be the additional non-executive director. The Board of the Company will establish an Audit Committee and a Remuneration Committee, both with formally delegated duties and responsibilities, comprising the two non-executive directors. The Remuneration Committee will be chaired by Robert Benton and the Audit Committee by Michael Mills. Dividend Policy The Company has a substantial deficit on its profit and loss account and will consider applying to the Court for a reduction of capital, to eliminate this, in due course. The Directors and the Proposed Directors intend to commence the payment of dividends when it becomes both possible and commercially prudent to do so and to pursue a progressive dividend policy broadly in line with earnings growth, subject to the availability of distributable reserves and the need to retain funds to finance the requirements of the Company. The City Code On Admission, the Concert Party will hold 10,000,000 new RMR ordinary shares representing 61.69 per cent. of the enlarged issued ordinary share capital of RMR. This gives rise to certain considerations under the City Code. Under Rule 9 of the City Code ("Rule 9") when (i) any person acquires shares which, when taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company subject to the City Code or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the City Code and such person, or any person acting in concert with him, acquires additional shares which increases his percentage of the voting rights, that person is normally obliged to make a general offer to all shareholders at the highest price paid by him, or any person acting in concert with him, within the preceding 12 months. The Panel has been consulted and, in this instance, has agreed, subject to the appropriate resolution being passed on a poll by independent RMR shareholders at the EGM, to waive the obligation on the Concert Party (both individually and collectively) to make a general offer to Shareholders under Rule 9 which would otherwise arise as a result of the issue of the Consideration Shares pursuant to the Acquisition. All the shareholders of Talent are treated as acting in concert for the purposes of the Code. On admission the shareholdings of the members of the Concert Party in RMR will be as follows: Number of Percentage of the Enlarged Issued Ordinary New Ordinary Shares Share Capital Robert Benton 2,827,503 17.44 John Kaye Cooper 3,802,504 23.46 Anthony Humphreys 2,535,003 15.64 Colin Nicholl 487,500 3.01 International Artistes Limited 249,990 1.54 Frances Ollard 97,500 0.60 10,000,000 61.69 Under the terms of the Acquisition Agreement up to 1,376,000 additional New Ordinary Shares may be issued to the members of the Concert Party. If the maximum number of shares were to be issued, the maximum shareholding of the Concert Party would be 11,376,000 New Ordinary Shares, representing 64.69 per cent. of the then enlarged issued ordinary share capital of the Company and the shareholdings of the individual members of the Concert Party would be as follows: Maximum number of New Maxiumum percentage of Ordinary Shares the enlarged issued ordinary share capital Robert Benton 3,216,568 18.29 John Kaye Cooper 4,325,729 24.60 Anthony Humphreys 2,883,819 16.40 Colin Nicholl 554,580 3.15 International Artistes Limited 284,388 1.62 Frances Ollard 110,916 0.63 11,376,000 64.69 If the Rule 9 Waiver is granted by passing the appropriate resolution at the EGM, the members of the Concert Party will own or control more than 50 per cent. of the Enlarged Issued Ordinary Share Capital on Admission and would be able to acquire any number of New Ordinary Shares, without incurring any further obligation under Rule 9 to make a general offer, subject to limitations on the holdings of its individual members. The individual members of the Concert Party will be able to acquire additional New Ordinary Shares carrying voting rights without incurring any further obligation under Rule 9 to make a general offer, provided that no individual member of the Concert Party acquires shares carrying 30 per cent. or more of the voting rights of the Company. No member of the Concert Party, nor any person acting in concert with any of them, has purchased Existing Ordinary Shares in the 12 months immediately preceding the date of this document. The waiver, which the Panel has agreed to provide, will be invalidated if any purchases of Existing Ordinary Shares are made by any member of the Concert Party, or any person acting in concert with any of the Concert Party, in the period between the date of this document and the Extraordinary General Meeting. Each member of the Concert Party has undertaken to the Company that he or she will not make any such purchases of Existing Ordinary Shares. New Share Option Schemes The Board believes that the commitment of employees and management to the success of the Enlarged Group will be enhanced by share ownership. The Company is proposing to put in place new share option schemes for the benefit of employees and management, an Enterprise Management Incentive Scheme in a form which complies with Schedule 14 to the Finance Act 2000 and an unapproved scheme. Appointment of Nominated Adviser and broker John East & Partners Limited has been appointed the Company's Nominated Adviser and Marshall Securities Limited has been appointed broker to the Company, both with immediate effect. Application for Admission Application will be made for the whole of the enlarged issued ordinary share capital of RMR to be admitted to AIM and it is anticipated that Admission will become effective and that dealings will commence on 24th December, 2002. It is expected that CREST accounts will be credited on 24th December, 2002 and share certificates despatched on 31st December, 2002. Copies of the AIM admission document will be available, free of charge, from John East & Partners Limited, Crystal Gate, 28-30 Worship Street, London EC2A 2AH during normal office hours on any weekday (Saturday, Sunday and public holidays excepted) for a period of not less than one month from the date of admission to AIM. 29th November, 2002. Further enquiries to: RMR plc Michael Mills (Chairman) 01753 645 939 or 07850 484872 Talent Television Limited Robert Benton (Chairman) 020 7003 3300 Tony Humphreys (Managing Director) 020 7659 2017 John East & Partners Limited 020 7628 2200 John East David Worlidge Marshall Securities Limited 020 7490 3788 John Webb Gary Pinkerton This information is provided by RNS The company news service from the London Stock Exchange END ACQPUGRCGUPPGWB
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