Screen Fx Share Discussion Threads

[sand frog] 31/12/2007 10:28

ready to fly, checkout ITI ...Its about to take off again William..

[william47] 31/12/2007 10:28

SAND FROG CMG ABOUT TO RELEASE SOME NICE RESULTS.IMHO

[william47] 31/12/2007 10:26

LIMITS BUY 2500 V SELL 50K

[sand frog] 31/12/2007 09:58

L2 5 v1 tick up coming..

[sand frog] 31/12/2007 09:58

Looks hot been buying these for awhile now 30-50p likely..imho

[william47] 31/12/2007 09:46

L2 5V1.BIG NEWS NOT ON MARKET YET.DYOR NOT A SMALL ACQUISITION A BIGGY.

[knowing] 31/12/2007 09:45

Limiting the buy size now.

[sirshagalot] 29/12/2007 10:55

a ltd company with less turnover than a indian newspaper/sweet shop? oh hah hahah hahahahaha rolls on the floor laughing his socks off

[cgod] 29/12/2007 09:13

Just found this.

ScreenFX to acquire Screen Media Networks Ltd
ScreenFX today at its EGM announced the name of the acquisition that it had trumpeted back in early December but had previously declined to name. That company is Screen Media Networks Ltd (in that guise whom we have never heard of but of that more later).

Screen Media Networks Ltd ("SMN") claims to be (we quote from the financial announcement)...

... an outdoor media contractor that combines both traditional and digital media services. Its unaudited management accounts for the year ended 31 December 2006 show that the business generated turnover of £112,123 and a loss of £67,420.

It doesn't sound like SMN is / was a particularly big company and WHY anyone would sell their entire business in an all share deal, especially to someone like ScreenFX, is beyond us.

We cannot find any information at all about SMN but THINK that it might actually be the folks behind Theme Park Media - see www.themeparkmedia.com

Theme Park Media Ltd (TPM) describes itself as "Europe's premier outdoor media owner in theme parks and attractions. Screens are placed within the queue lines where there is a significant Captive Audience. TPM also have 6-sheet posters deployed around the parks."

TPM's numbers from DOOHAN quote 238 screens in 4 theme parks rather than the 120 in the announcement but the 6 sheet mention also ties in with what the DOOHAN directory says.

TPM is registered at UK Companies House having its Registered Office at...

THEME PARK MEDIA LIMITED
49-51 FARRINGTON ROAD
LONDON
EC1M 3JP
Company No. 05061142

and SMN has its Registered Office at...

SCREEN MEDIA NETWORKS LIMITED
SYGNET HOUSE
49-51 FARRINDON ROAD
LONDON
EC1M 3JP
Company No. 05735604

That might well, just be a coincidence but I am sure we will see over the next week or so (and we are not usually wrong).

See for more details

This entry was posted on Friday, December 28th, 2007 at 18:20 @805 and is filed under Scuttlebut. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.

If this is correct this could be the start of some thing very big.

[sand frog] 28/12/2007 16:40

Excellent deal, multibagger from here..

[sand frog] 28/12/2007 16:40

Excellent deal, multibagger from here..

[ljsquash] 28/12/2007 16:37

The major contacts and possible National contracts are the bit highlighted from the deal. None of the screens and theme park locations.

[william47] 28/12/2007 16:35

YOU GUYS ARE MAD WARRANTS AT 25P.AND A MAJOR DEAL IN THE OFFING.RE-BIRTH.THIS WILL ROCKET NEXT WEEK.

[cgod] 28/12/2007 16:29

same for me too.

[paul augustus] 28/12/2007 16:21

What do we make of the deal to buy SNM? This still needs to be a ten bagger for me to just about break even, and I'm one of the luckier ones!

[paul augustus] 07/12/2007 09:10

........we're unlikely to get it back.

[cgod] 06/12/2007 16:24

Good job D Clarke is going, he has cost me a lot of money.

[paul augustus] 06/12/2007 15:30

LONDON (Thomson Financial) - Screen FX PLC said it has agreed with Trafalgar
Capital Specialised Investment Fund for an increased loan facility of 1.25 mln
stg, replacing the second tranche of the existing 225,000 stg loan facility.
The Digital advertising company said its talks regarding a proposed
acquisition of a business are in advanced stage and that it will raise an
additional 3 mln stg through a placing.
The company also said it will be converting certain outstanding loans to
directors and other parties into shares.
Screen FX said it plans to change the name of the company to Vision Media
Group PLC after the completion of the acquisition and the other above-mentioned
proposals.
The company said its chief executive will be stepping down to pursue fresh
career initiatives after the EGM on Dec 28.

-------not surprised about the last sentence!

[silkcut5] 06/12/2007 07:12

Screen FX Notice of EGM




RNS Number:2969J
Screen FX PLC
06 December 2007


Press Release 6 December 2007



ScreenFX plc


("ScreenFX" or "the Company")


Notice of EGM



ScreenFX plc (AIM:SFX), the digital advertising and communications specialist,
announces that the Company is to seek shareholder approval for a series of
proposals at an Extraordinary General Meeting ("EGM") to be convened for 11:00
a.m. on Friday 28 December 2007 at the offices of Halliwells LLP, St James's
Court, Brown Street, Manchester M2 2JF.



Since the announcement of 20 October 2007 regarding the convertible loan
facility agreed with Trafalgar Capital Specialised Investment Fund ("Trafalgar
"), the Board has been in discussions with Trafalgar to secure longer term
funding which will provide the Company with a sound financial footing to carry
the business forward. As a result of those discussions, subject to shareholder
approval of the proposals, Trafalgar have agreed to replace the second tranche
of the existing loan facility (#225,000) with increased facilities totalling
#1.25 million, #330,000 of which will be used to settle the existing loan.



Additionally, the Board announced on 1 October 2007 that it had signed heads of
agreement in respect of a proposed acquisition of a business which is in a
related activity to that of the Group. It was also announced that this
acquisition (the "Acquisition") would be wholly funded by shares in the Company.
Discussions are now at an advanced stage and the Board is seeking Shareholders'
approval to conclude this transaction and allot the consideration shares. As
part of these arrangements, the Company will also be seeking to raise an
additional #3 million by way of a placing of Ordinary shares (the "Placing") and
will be converting certain outstanding loan liabilities to Directors and other
parties into Ordinary Shares (the "Loan Conversions"). Following completion of
the Acquisition and the other proposals summarised above, it is proposed the
name of the Company will be changed to Vision Media Group plc.



In order to effect these proposals certain approvals are required from the
Shareholders in general meeting.



Summary of proposals

* To increase the authorised share capital of the Company to #30,000,000 by
the creation of 184,000,000 new Ordinary Shares;

* to authorise the Directors to allot relevant securities to facilitate the
#1.25 million convertible loan agreement with Trafalgar, the Acquisition,
the Placing and the Loan Conversion;

* to authorise the Directors to allot equity securities otherwise than on a
pre-emptive basis;

* to amend the articles of association to adopt 14 days notice period for the
commencement of general meetings in line with the Companies Act 2006; and

* to change the Company name to Vision Media Group plc.



Mike Cottman, Executive Chairman of ScreenFX, said: "This has the potential to
be a transformational deal for ScreenFX and should further strengthen our
ability to attract national advertising revenue to the Group. The support of
existing and new shareholders has been fundamental in putting this proposal
together.



"Also, after the EGM, Dave Clark will be stepping down from the Board of the
Company and his role as CEO of ScreenFX to pursue fresh career initiatives. As
the founder of ScreenFX, Dave has been an industry pioneer in the world of
out-of-home digital advertising. The Board would like to thank Dave for all his
efforts, drive and enthusiasm during his time as CEO and we wish him every
success for the future."



Copies of the Circular have been posted to shareholders and are available from
ScreenFX's website in accordance with Rule 26 of the AIM Rules for Companies,
www.screenfx.com.



- Ends -



For further information:
ScreenFX plc
Mike Cottman, Executive Chairman Tel: [phone]
[e-mail] www.screenfx.com


Seymour Pierce Limited
Stuart Lane / John Depasquale, Corporate Finance Tel: [phone]
[e-mail] www.seymourpierce.com


Media enquiries:
Abchurch
Henry Harrison-Topham / Gareth Mead Tel: [phone]
[e-mail] www.abchurch-Company.com


The following information is an excerpt from the circular to Shareholders (the "
Circular") posted today. Copies of the Circular are available at the offices of
Seymour Pierce Limited (20 Old Bailey, London, EC4M 7EN) upon request. Copies
of the Circular are also available from ScreenFX's website in accordance with
Rule 26 of the AIM Rules for Companies, www.screenfx.com. Definitions used in
the Circular apply in this announcement unless the context otherwise requires.



INTRODUCTION



The Board announced on 20 October 2007 that the convertible loan facility agreed
with Trafalgar Capital Specialised Investment Fund had been increased from
#330,000 to #525,000 payable in 2 tranches, the first amount of #300,000 which
has been paid and the second tranche of #225,000 which fell due on 30 November
2007. Since that announcement, your Board has been in discussions with Trafalgar
to secure longer term funding which will provide the Company with a sound
financial footing to carry the business forward. As a result of those
discussions I can now confirm that, subject to shareholder approval of the
proposals set out in this letter, Trafalgar have agreed to replace the second
tranche with increased facilities totalling #1.25 million, #330,000 of which
will be used to settle the existing loan. The terms of these facilities (the "
Trafalgar Facilities") are summarised later in this letter.



Additionally, the Board announced on 1 October 2007 that it had signed heads of
agreement in respect of a proposed acquisition of a business which is in a
related activity to that of the Group. It was also announced that this
acquisition (the "Acquisition") would be wholly funded by shares in the Company.
Discussions are now at an advanced stage and your Board is seeking Shareholders'
approval to conclude this transaction and allot the consideration shares. As
part of these arrangements, the Company will also be seeking to raise an
additional #3 million by way of a placing of Ordinary shares (the "Placing") and
will be converting certain outstanding loan liabilities to Directors and other
parties into Ordinary Shares (the "Loan Conversions"). Following completion of
the Acquisition and the other proposals summarised above, it is proposed the
name of the Company will be changed to Vision Media Group plc.



In order to effect the Trafalgar Facilities, the Acquisition, the Placing and
the Loan Conversion, certain approvals are required from the Shareholders in
general meeting. Primarily, the authorised share capital of the Company needs to
be increased and the Directors will require authority to issue Ordinary Shares
in respect of each of these transactions. The Company will also be seeking
approval of the proposed change of name and consequential amendments to the
articles of association to provide for shorter notice periods for general
meetings as permitted by the Companies Act 2006.



The purpose of this circular is to provide you with details of, and reasons for,
the proposals summarised above and to seek your approval at the Extraordinary
General Meeting to be held at the offices of Halliwells LLP, St James's Court,
Brown Street, Manchester M2 2JF at 11.00 a.m. on 28 December 2007 to the
resolutions necessary to implement those proposals including the issue of
Ordinary Shares pursuant to the Trafalgar Facilities, the Acquisition, the
Placing and the Loan Conversions.



DETAILS OF THE TRAFALGAR FACILITIES



Your Board has now concluded discussions with Trafalgar which, subject to
approval by Shareholders of the proposals set out in this letter, will provide
for funding facilities of up to #1.25m to be available to the Group. The
proposed Trafalgar Facilities comprise #700,000 of senior secured loan notes and
#550,000 of subordinated loan notes.



The senior secured loan notes will have a 2 year term and will carry interest at
the rate of 12 per cent. per annum paid monthly and will be secured against the
assets of the Group as enlarged following the Acquisition. The Company is
entitled to redeem the notes prior to their expiry but subject to an early
redemption penalty of 6.5 per cent., if redeemed in the first 12 months, and 10
per cent. if redeemed in the second 12 months but prior to the maturity date. If
no early redemption takes place a premium of #27,000 is payable at the end of
month 12 and month 24. The notes will have attached to them warrants to
subscribe for 300,000 Ordinary Shares at 10 pence per share at any time prior to
the expiry of 3 years from the date of issue. The Company will pay an initial
fee of 3 per cent. of the amount of the Facility satisfied in cash.



The subordinated loan notes will have an 18 month term and will carry interest
at the rate of 11 per cent. per annum from the date of issue for 3 months, 12
per cent. per annum for the following 9 months and 13 per cent. per annum
thereafter. The loan may be redeemed at any time by the Company and converted at
the option of the lender at any time during the term. Redemption premia apply
from 7 per cent. to 15 per cent. depending on the timing of the redemption. In
the event of a further fundraising by the Company by way of issue of Ordinary
Shares during 2008, #275,000 of the notes will become immediately repayable. The
Company will pay an initial fee of 8 per cent. of the amount of the facility
satisfied as to 4 per cent. in cash and 4 per cent. in Ordinary Shares at 10
pence per share. In addition, the Company will grant warrants to the value of
#27,500 at 10 pence per share.



DETAILS OF THE PLACING AND LOAN CONVERSION



To further strengthen the Group's finances, the Company is seeking to raise up
to a further #3 million in due course by way of a placing of Ordinary Shares
following the Extraordinary General Meeting.



As announced earlier this year, certain Directors and shareholders have made
loan facilities available to the Company to enable the Company to continue
trading. As at the date of this letter, these loan facilities, including accrued
interest and premia, amount to approximately #660,000. In order to assist
financing the Company until completion of the Placing, Michael Cottman has
agreed to loan the further sum of #250,000 to the Company on the terms of a loan
note to be issued following the Extraordinary General Meeting. The loan note
will be unsecured and will be converted or redeemed at any time before
completion of the acquisition and the raising of not less than #2 million under
the Placing. The long stop date for redemption will be 31 March 2008. The loan
note will be redeemable at the Company's option for #350,000 in cash, or on such
other terms as the Independent Directors may agree following the EGM. This could
result in approximately 3,000,000 Ordinary Shares being issued on a conversion.
It is further proposed that, subject to shareholder approval, the terms of the
warrants attached to the original loans and redemption premia, together with
accrued interest, in respect of the loan from Michael Cottman (as announced on
28 September 2007), may be altered on such other terms as the Independent
Directors may agree following the EGM.



You're approval is sought at the Extraordinary General Meeting to the allotment
of Ordinary Shares pursuant to the Trafalgar Facilities, the proposed Placing
and the Loan Conversions.



DETAILS OF THE ACQUISITON



As announced on 31 October 2007, the Company has entered into heads of agreement
in respect of a proposed acquisition. Since that announcement, discussions have
progressed and your Board believes an announcement of a binding agreement will
be made before the Extraordinary General Meeting with completion conditional
only upon shareholders' approval. The acquisition is of an outdoor media
contractor which combines both traditional and digital media services. Its 3
core markets are:

* theme parks - including queue line TV and a new digital panel network;

* convenience stores - a proposed network of traditional backlit 6-sheet
posters deployed across roadside locations and outside convenience stores;
and

* shopping malls in India - this is a new development and the target company
would be the first company to put digital poster panels in major malls in
India.



The Acquisition should further strengthen discussions to attract national
advertising revenue to the Group. To this end, the target company has sought to
partner with the world's major media companies in both outdoor and broadcast
advertising in regard to an outsourced national advertising sales facility and
is expecting to make further announcements in relation to this in due course.



Under the terms of the proposed agreement, the Group would acquire the target
company initially in consideration of the allotment of such sum of Ordinary
Shares as would equate to 29.9 per cent. of the new enlarged group's issued
Ordinary Share Capital as enlarged by the Acquisition. Additional consideration,
satisfied by Ordinary shares, may be payable dependent on the amount raised
under the Placing up to a maximum of approximately 26 million Ordinary Shares.
Your approval is sought to the issue of these consideration shares at the
Extraordinary General Meeting.



Following completion of the Acquisition, it is expected that David Clark, the
CEO, will step down from the board and a director from the acquired company will
be appointed.



DETAILS OF THE AMENDMENTS TO THE ARTICLES



The Companies Act 2006 now enables public companies to commence general meetings
of its shareholders on 14 days' notice as opposed to 21 days' notice thus
facilitating a quicker decision making process. Your Board believes that
amending the Company's articles of association to allow such a change would be
beneficial and in the best interests of the members generally. Accordingly, a
resolution will be proposed at the General Meeting to make a consequential
amendment to the articles of association to adopt this change.



RELATED PARTY TRANSACTION



Michael Cottman is a Related Party for the purposes of the AIM Rules as he is a
director of the Company. The variation of the term of the capitalisation of Mr.
Cottman's existing loan facilities and the issue of the new convertible loan
note as described in the section headed "Details of the Placing and Loan
Conversions" above, will constitute Related Party Transactions.



EXTRAORDINARY GENERAL MEETING



At the EGM the following Resolutions will be proposed:

1. to increase the authorised share capital of the Company to #30,000,000 by
the creation of 184,000,000 new Ordinary Shares;
2. to authorise the Directors to allot relevant securities (for the purposes of
and pursuant to section 80(1) of the Act) to facilitate the Trafalgar
Facilities, the Acquisition, the Placing and the Loan Conversion;
3. to authorise the Directors to allot equity securities otherwise than on a
pre-emptive basis;
4. to amend the articles of association; and
5. to change the Company name to Vision Media Group plc.



ACTION TO BE TAKEN



A Form of Proxy is enclosed for use by Shareholders at the Extraordinary General
Meeting. Whether or not Shareholders intend to be present at the Extraordinary
General Meeting they are asked to complete, sign and return the Form of Proxy.
The Form of Proxy should be completed in accordance with the instructions
thereon and returned to the Company's registrars, Share Registrars Limited of
Craven House, West Street, Farnham, Surrey GU9 7EN as soon as possible, but in
any event so as to be received by 11.00 a.m. on 24 December 2007. The completion
and return of a Form of Proxy will not preclude Shareholders from attending the
EGM and voting in person should they so wish. Accordingly, whether or not
Shareholders intend to attend the Extraordinary General Meeting, they are urged
to complete and return the Form of Proxy as soon as possible.



RECOMMENDATIONS



If the Resolutions are not approved and the Loan Conversion, Trafalgar
Facilities and Placing do not proceed then the Company would be in serious
financial difficulty and if the Resolutions are not approved then the Directors
will have to consider the feasibility of continuing the Company as a going
concern. The Independent Directors, who have consulted Seymour Pierce, consider
the terms of the Related Party Transaction described in this letter to be fair
and reasonable so far as the shareholders as a whole are concerned. The
Directors, consider the Resolutions to be in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Independent Directors
unanimously recommend that Shareholders vote in favour of the Resolution, to be
proposed at the EGM, as they intend to do in respect of their own beneficial
holdings amounting in aggregate to 433,572 Ordinary Shares representing
approximately 1.76 per cent. of the existing issued ordinary share capital of
the Company.



DEFINITIONS



The following definitions apply throughout this document unless the context
otherwise requires:


"Act" the Companies Act 1985 (as amended or replaced by the
Companies Act 2006 from time to time)

"AIM" a market operated by London Stock Exchange

"AIM Rules" the AIM Rules for companies governing the admission to and
operation of AIM published by the London Stock Exchange as
amended from time to time

"City Code" the City Code on Takeovers and Mergers

"Company" or "SFX" Screen FX plc

"Directors" or "Board" the directors of the Company whose names are set out in the
Circular, or any authorised committee thereof

"EGM" the extraordinary general meeting of the Company convened by
the EGM Notice

"EGM Notice" the notice convening the EGM which is set out in the Circular

"Form of Proxy" the form of proxy for use in relation to the EGM which
accompanies the Circular

"Group" the Company and its subsidiary undertakings

"Independent Directors" Eric Anstee and David Roland Clark

"London Stock Exchange" London Stock Exchange plc

"New Ordinary Shares" the Ordinary Shares which may be issued on conversion of the
Loan Notes, the conversion of the Trafalgar Facilities, the
Placing and the Acquisition

"Ordinary Shares" ordinary shares of 10 pence each in the capital of the Company

"Related Party" the meaning given to such expression under the AIM Rules
including, inter alia, any person who is a director of an AIM
company or of any company which is its subsidiary or parent
undertaking, other subsidiary undertaking, of its parent
company

"Related Party Transaction" a transaction entered into by the Company with a Related Party
which exceeds 5 per cent. in any of the class tests set out in
schedule 3 of the AIM Rules

"Resolutions" the resolutions set out in the EGM Notice

"Shareholders" holders of Ordinary Shares in the Company

"Trafalgar" Trafalgar Capital Specialised Investment Fund

"UK" the United Kingdom of Great Britain and Northern Ireland


The term "subsidiary undertakings" as used in these definitions shall have the
meaning given in the Act.



- Ends -


This information is provided by RNS
The company news service from the London Stock Exchange
END

[cgod] 29/11/2007 13:07

Topped up at 6p, news soon.

[8trader] 23/11/2007 15:44

55k at 5.25p.

Can understand motive/sand selling up to cover some big losses
on Jarvis and Blinx

[sandraabc] 15/11/2007 09:33

Looks like buying has started here...Acquisition announcement soon..

[goodsource] 14/11/2007 22:30

BES (Blavod) has started it's move.An AIM company moving to profitability.Expect a price by christmas of over 6p. Bargain opportunity.