TIDMTMT
RNS Number : 6571B
TMT Investments PLC
19 April 2012
19 April 2012
TMT INVESTMENTS PLC
("TMT" or the "Company")
Investment in Hotlist Media, Inc.
The Board of TMT is pleased to announce the completion of an
investment in Hotlist Media, Inc. ("Hotlist"). Incorporated in
Delaware,Hotlist is the company behind the mobile software
application that shows users what their friends have planned, and
what is happening at venues throughout the week in over 40,000
cities worldwide. People use Hotlist to discover fun and relevant
real-world events to share with friends. Co-founders Chris Mirabile
and Gianni Martire's vision for Hotlist is to make finding and
planning fun activities easier.
TMT's investment consists of a US$400,000 unsecured convertible
promissory note in Hotlist (the "Note") on the following terms:
-- Interest rate - 6% per annum;
-- Term - the Note will be repayable in whole or in part at par
at TMT's option in 12 months from the date of issuance of the
Note;
-- Conversion -
o Optional conversion: any outstanding principal and unpaid
accrued interest on the Note may be converted after 12 months at
TMT's option at an equity valuation equal to the lower of (i) an
agreed open market value or (ii) US$8,000,000 for the whole of
Hotlist's fully diluted common stock.
o Automatic conversion: any outstanding principal and unpaid
accrued interest on the Note will be automatically converted into
Hotlist's equity securities upon the earliest of (i) closing of the
next equity financing, or (ii) a change of control of Hotlist, in
either case at an equity valuation equal to the lower of (i) 75% of
the equity valuation of Hotlist applicable to the next equity
financing or change of control, or (ii) US$8,000,000 for the whole
of Hotlist's fully diluted common stock.
-- Right to participate in the next equity financing - TMT will
have the right to purchase up to thirty (30%) percent of the total
number of Hotlist's equity securities sold in the next equity
financing.
Definitive agreements for the transaction were entered into, and
the transaction was completed, yesterday.
By taking a three-pronged approach of showing a user what their
friends have planned, what their community is up to on a given day,
and events that are likely to be of high interest to them, Hotlist
is becoming the premiere destination site for making real-world
social decisions. Hotlist's infrastructure is processing over 200
million people's social data with over 80 million events in its
system.
Hotlist's founding team includes Chris Mirabile, Gianni Martire
and a seasoned team of "big data" engineers. Chris started working
at Internet startups at age 15 and before Hotlist launched two
ventures, one of which had a successful exit. Gianni started his
first startup at age 19, has since sold two ventures, and is now an
active angel investor in the technology space. Chris and Gianni
came up with the concept for Hotlist as friends, after realizing
their shared frustrations from not having a one-stop destination
for discovering relevant places and events that they and their
friends would enjoy.
In respect of the year ended 31 December 2011, Hotlist's
unaudited loss before taxation amounted to US$1.1 million, and
unaudited net assets as at that date amounted to US$300,000.
TMT believes that Hotlist is well-positioned to become a leading
social event planning tool, and the investment provides TMT with
exposure to this fast-growing location-based mobile application
segment.
For further information contact:
TMT INVESTMENTS PLC +44(0)1534 281 843
Mr. Alexander Selegenev alexander.selegenev@tmtinvestments.com
www.tmtinvestments.com
ZAI Corporate Finance
Ltd
NOMAD and Broker
Marc Cramsie/Irina Lomova 020 7060 2220
Kinlan Communications Tel. +44 (0) 20 7638
David Hothersall 3435
davidh@kinlan.net
About TMT Investments
The Investment Policy & Strategy
The Company's objective is to generate an attractive rate of
return for Shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to invest in the
TMT Sector. The Company aims to provide equity and equity-related
investment capital, such as convertible loans, to private companies
which are seeking capital for growth and development, consolidation
or acquisition, or as a pre-IPO financing.
In addition, the Company intends to invest in publicly traded
equities which have securities listed on a stock exchange or
over-the-counter market. These investments may be in combination
with additional debt or equity-related financing, and in
appropriate circumstances in collaboration with other value added
financial and/or strategic investors.
The Company is not geographically restricted in terms of where
it will consider making investments. It will consider any
geographical area, to the extent that the investment fits within
the Company's investment criteria. The Directors and Consultants
have expertise in emerging markets and, in particular, in Russia
and the Commonwealth of Independent States. The Company will not be
subject to any borrowing or leveraging limits.
Private Companies
The Company will target small and mid-sized companies and will
seek to secure at least blocking stakes and board representation,
where it considers that the Company and/or an investee company
would benefit from such an appointment. The Company will consider
making equity investments in lower than blocking stakes only where
it sees ways to increase the stakes to blocking or controlling
stakes at a later date. Each investment is expected to be at least
US$250,000.
The investments targeted by the Company will aim to support
rapidly-growing private companies to increase market share and
achieve long-term shareholder value. It is envisaged that if the
Company invested in a private company prior to that company listing
on a stock market, the Company would retain a part of its
investment in the listed entity going forward. The Company intends
to work closely with the management of each investee company to
create value by focusing on driving growth through revenue
creation, margin enhancement and extracting cost efficiencies, as
well as implementing appropriate capital structures to enhance
returns.
Public Companies
When investing in public equities, the Company will seek to
select companies with a dominant market share or strong growth
potential in their respective segments. No restrictions will be
placed on the size of public companies in which the Company may
make an investment. The Directors intend to make investments in
companies or businesses with attractive valuation, growth
potential, with competent and motivated management, which enjoy
brand recognition, have scalable business models, have strong
relationships with customers and have in place transparent
accounting policies.
Realisation of Returns
The Directors will, when appropriate, consider how best to
realise value for Shareholders whether through a trade sale,
flotation or secondary refinancing of the investee companies. The
proposed exit route will form a key consideration of the initial
investment analysis.
The Company expects to derive returns on investments principally
through long-term capital gains and/or the payment of dividends by
investees. The primary ways in which the Company expects to realise
these returns include: (a) the sale or merger of a company; (b) the
sale of securities of a company by means of public or private
offerings; and (c) the disposal of public equity investments
through the stock exchanges on which they are listed.
For private investee companies the Company believes that its
typical investment holding period should provide sufficient time
for investee companies to adequately benefit from the capital and
operational improvements resulting from the Company's investment.
The targeted holding period shall be reviewed on a regular basis by
the Company, but it is expected that this will typically be between
two to four years. For public equities the Company's objective is
to maximise capital appreciation. Following the acquisition, the
Company will continue to conduct extensive research and monitoring
of the investment. Importance will be placed on the timing of any
disposal which will follow a thorough review of market conditions
and those reports and sources that are available to investors.
Should the Company consider that the capital appreciation of a
particular public equity investment has reached its peak or is
likely to or has begun to decline, then the Company will consider
the sale of that investment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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