Trading Update and Appointment of Nomad

 

TIDMWKS 
 
RNS Number : 3687G 
Works Media Group (The) PLC 
01 February 2010 
 

1 February 2010 
                            The Works Media Group Plc 
                          ("The Works" or the "Group") 
                                 Trading Update 
                            Additional Capital Raised 
                        Appointment of Nominated Adviser 
                          Restoration of trading on AIM 
                              Holdings in the Group 
The Board of The Works Media Group Plc has completed a review of the business 
which has resulted in a tighter strategic focus on the core activities of its 
two divisions (being UK film distribution and international rights sales). In 
addition, as with other companies in the Group's sector, there has been a 
reduction in overheads which is expected to yield annualised savings of 
GBP500k. The Board believes that these steps should significantly improve the 
company's future outlook. 
On the UK distribution front, under UK MD Mick Southworth, the company intends 
to aggressively develop its existing DVD partnership with Universal Pictures, 
and has already identified 7 of the intended 9-11 releases for the next year, 
including "When You're Strange", French box office hit "L'affaire Farewell" and 
the highly anticipated animation film "Battle for Terra", which will capitalise 
on the current interest in 3D films and which will be released to coincide with 
school half term in the middle of February 2010. On the International front, 
under Works International MD Carl Clifton, the company will capitalise on its 
recent healthy activity in the autumn market with titles such as 'Io Sonno 
l'Amore' and 'The Cove'. 
The Group has also raised GBP0.4 million of additional capital.  Milcoz Films 
has agreed to increase its convertible loan facility by GBP300,000 to GBP1.05 
million, and Domenico Procacci, a long standing non-executive director of the 
Group, has agreed to subscribe for 25,000,000 new ordinary shares, representing 
16.9 per cent. of the current issued ordinary share capital and ranking pari 
passu with the existing ordinary shares in the Group, at 0.4p per share. 
The combination of reduced overheads, renewed focus on core activity, and 
GBP400,000 of additional financial capacity, provides a strong platform for the 
business going forward. 
The Board is pleased to announce the appointment of Astaire Securities Plc as 
Nominated Adviser and Broker; following which trading in the Group's shares will 
be restored at 7.00am today, 1 February 2010. 
Admission of the 25,000,000 new ordinary shares is expected to occur, and 
trading to commence, at 08.00am on 3 February 2010.  Following the issue of the 
25,000,000 new ordinary shares, the total issued ordinary share capital of the 
Group will be 172,502,437 ordinary shares of 0.1p each. 
The increase in the convertible loan facility with Milcoz Films is deemed to be 
a related party transaction in accordance with Rule 13 of the AIM Rules for 
Companies. The independent directors, being Mick Southworth, Carl Clifton and 
Domenico Procacci, having consulted with Astaire Securities Plc, the Group's 
nominated adviser, consider that the terms of the increase in the loan facility 
are fair and reasonable insofar as the Group's shareholders are concerned. 
The issue of shares to Domenico Procacci is deemed to be a related party 
transaction in accordance with Rule 13 of the AIM Rules for Companies. The 
independent directors, being Costa Theo, Mick Southworth and Carl Clifton, 
having consulted with Astaire Securities Plc, the Group's nominated adviser, 
consider that the issue of shares is fair and reasonable insofar as the Group's 
shareholders are concerned. 
Following the increase in the convertible loan facility and the issue of shares, 
both as described above, the interests of the directors and major shareholders 
is as set out below: 
+------------------------------+--------------------+----------------------+---------------------+ 
| Name                         |          Number of |        Percentage of |           Number of | 
|                              |    ordinary shares |      ordinary shares |  options/conversion | 
|                              |               held |             held (4) |              rights | 
+------------------------------+--------------------+----------------------+---------------------+ 
| Costa Theo -                 |         44,103,229 |                25.57 |                 (5) | 
| Executive Chairman (1)       |                    |                      |                     | 
+------------------------------+--------------------+----------------------+---------------------+ 
| Domenico Procacci - Director |         39,355,937 |                22.81 |           1,500,000 | 
| (2)                          |                    |                      |                     | 
+------------------------------+--------------------+----------------------+---------------------+ 
| Crispin Barker (3)           |         34,800,855 |                19.40 |           2,000,000 | 
+------------------------------+--------------------+----------------------+---------------------+ 
| Carl Clifton                 |                    |                      |           2,000,000 | 
+------------------------------+--------------------+----------------------+---------------------+ 
| Mick Southworth              |            150,000 |                 0.09 |           1,250,000 | 
+------------------------------+--------------------+----------------------+---------------------+ 
Notes: 
  1.  The conversion rights held by Costa Theo arise from the convertible loan 
  facility of GBP1.05 million 
  2.  Domenico Procacci's interest is held through Fandango S.r.l. 
  3.  Included in Crispin Barker's interest are 1,020,885 jointly owned by him in 
  concert with David Aspin 
  4.  The denominator used is 172,502,437, being the number of ordinary shares in 
  issue following the issue of ordinary shares set out above. 
  5.  Milcoz Films, a company owned and controlled by Theo Costa has the right on a 
  placing to convert some or all of the principal of the outstanding loan into 
  ordinary shares at the placing price subject to Mr Costa's holding not exceeding 
  29.9 per cent. of the issued share capital of the Group 
For further information, please contact: 
 
+-----------------------------------------------+-----------------------------------------------+ 
| The Works Media Group plc                     |                                 020 7612 0030 | 
| Costa Theo, Chairman                          |                                               | 
| Andy Ordonez                                  |                                               | 
|                                               |                                               | 
+-----------------------------------------------+-----------------------------------------------+ 
| Astaire Securities Plc                        |                                 020 7448 4400 | 
| Antony Legge, Gavin Burnell                   |                                               | 
+-----------------------------------------------+-----------------------------------------------+ 
                      This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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