One Delta PLC Acquisition update and loan agreement (8017E)
April 14 2014 - 11:34AM
UK Regulatory
TIDMONE
RNS Number : 8017E
One Delta PLC
14 April 2014
One Delta plc
("One Delta" or the "Company")
Update on proposed acquisition
Loan agreement
Acquisition update
On 17 March 2014, at the same time as its equity fundraise, the
Company announced that it had reached a non-binding agreement in
principle for the acquisition of Audioboo Limited, a social media
audio platform.
The proposed acquisition of Audioboo Limited ("Audioboo") is
deemed to be a reverse take-over in accordance with the AIM Rules
for Companies. Accordingly an Admission Document must be produced
and shareholders` approval obtained. Work on this is at an advanced
stage and, subject to completion of certain regulatory and due
diligence work, is expected to be announced in the near future.
The Company has obtained irrevocable commitments from Slovar
Limited ("Slovar") and UBC Media Group Plc ("UBC"), who together
hold 78.86% of the issued share capital of Audioboo, to enter into
a share sale agreement with the Company on terms broadly consistent
(unless otherwise agreed) with the non-binding agreement in
principle announced on 17 March 2014 in respect of their entire
holdings of shares in Audioboo. The irrevocable commitments entered
into by each of Slovar and UBC will automatically terminate on 8
June 2014 if no agreement has been entered into for the sale of the
entire issued share capital of Audioboo to the Company on or before
that date.
Loan Agreement
The Company has entered into a loan agreement with Audioboo
pursuant to which it will make a loan of GBP150,000 (the "Loan")
available to Audioboo (the "Loan Agreement").
The Loan Agreement provides for an unsecured, interest free,
loan of GBP150,000 to Audioboo, the proceeds of which will be used
by Audioboo to fund further development of its technical
infrastructure and user interface. The initial term of the Loan is
one year unless the acquisition of Audioboo is not completed by the
end of June 2014 in which case the term of the Loan will be
extended to 18 months or shortened so that it becomes repayable on
1 August 2014 depending on the cause of the acquisition not
proceeding.
The Loan Agreement has been entered into in the expectation that
the Company acquires the entire issued share capital of Audioboo
before the end of June 2014.
One Delta Chairman, Roger Maddock, commented:"We have made
significant progress on the acquisition of Audioboo and I am
pleased to make a loan which will help accelerate our ambitious
plans to develop Audioboo's social media platform."
Enquiries:
One Delta plc
Roger Maddock, Chairman 01534 753 400
Roger King, Director
Sanlam Securities UK, nominated adviser and broker
Virginia Bull/Simon Clements/Catherine Miles 0207 628 2200
Walbrook PR
Paul McManus, Bob Huxford 0207 933 8780
This information is provided by RNS
The company news service from the London Stock Exchange
END
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