Interim Funding, Board Changes and Update
February 05 2010 - 2:00AM
UK Regulatory
TIDMHMF
RNS Number : 7282G
Handmade PLC
05 February 2010
05 February 2010
Handmade PLC
("Handmade" or the "Company")
Interim Funding, Board Changes and Update
Further to the announcements on 7 January 2009 and 15 January 2009, Handmade
(AIM:HMF) reports that it has entered into an interim-financing agreement (the
"Agreement") for GBP2 million (the "Interim Financing") with Satya Productions
Limited ("Satya").
The Directors envisage that the Interim Financing will provide the Company with
funding to enable it to continue the ongoing work to finalise its detailed
review of its financial position and take any appropriate action from that
review.
Pursuant to the terms of the Agreement, Satya has agreed to advance to the
Company a secured loan (the "Loan") of GBP2 million for an initial term of
fifteen months. The Loan accrues interest at a rate of 12 per cent. per annum,
which is payable six monthly in advance. In addition, there is a further
redemption risk premium payable to Satya of 8 per cent. per annum on the loan.
The first GBP1.1 million of the Loan will be used to repay the Company's current
overdraft with Coutts & Co, such facility, in accordance with normal banking
practice, having been repayable on demand .The Loan has been secured against the
intellectual property film library of the Company in accordance and compliance
with terms of the Company's convertible loan notes.
Keith Luxon, a director of the Company, owns 4 per cent. of the issued share
capital of Satya. Keith Luxon also acts as an investment adviser to Satya.
Satya currently owns 7,449,810 ordinary shares in the Company and GBP3,050,000
of the 12% convertible loan notes 2012.
Due to Keith Luxon's relationship with Satya, the Agreement is classified as a
related party transaction under the AIM Rules for Companies. The Directors,
with the exception of Keith Luxon, who is involved in the transaction as a
related party, having consulted with the Company's nominated adviser, Canaccord
Adams Limited, consider that the terms of the Agreement are fair and reasonable
insofar as the Company's shareholders are concerned.
The Company also announces that today David Ravden and Peter Parkinson have
resigned as directors of the Company.
Patrick Meehan has also resigned because of his recent ill heath and to focus on
the creative projects that interest him in the United States. He and the
Company have agreed to negotiate an independent production agreement pursuant to
which Patrick Meehan will continue to work on a number of the Company's projects
as well as pursuing his own.
The Company further announces that Antony Fraser has agreed to join the board of
Handmade as interim Chief Executive with immediate effect. Mr Fraser is
currently the Managing Partner of Helix Capital. Before setting up Helix, Antony
was Managing Partner and Head of Media at smaller companies specialist Acuity
Capital, where he was a director of Target Entertainment, Factory Media, Connect
2 Play, Future Noise Music and Emote Games.
Prior to Acuity, Antony was Managing Director of Ingenious Ventures, the private
equity division of Ingenious Media plc. Antony raised and managed Ingenious'
first private equity fund, which included investments in Simon Fuller's 19
Entertainment, leading games developer Lionhead Studios, and Stage Three Music.
Antony has over 15 years experience of private equity investment, the last eight
of which he has focused exclusively on the media and entertainment sector. He
started his private equity career at 3i plc, heading a TMT team before moving to
UBS where, as a partner in the private equity division, he led investments in
the consumer sector as well as initiating UK media sector coverage
As a consequence of the above appointment and resignations the Handmade Board
currently constitutes the following:
Bob Benton - Non Executive Chairman
Anthony Fraser - Interim Chief Executive
Simon Flamank - Chief Operating Officer and Finance Officer
John Howkins - Non Executive Director
Nick Simunek - Non Executive Director
Keith Luxon - Non Executive Director
The composition of the Company's Board will be reviewed following the outcome of
the review into the Company's financial position, but will include a
representative of Cartier Investments Inc, a company related to Patrick Meehan.
Once Handmade has completed its detailed review of its financial position, the
Company will provide an update to the market.
HandMade plc
Bob Benton, Chairman
020 7518 8230
Conduit PR
Jos Simson/Charlie Geller
020 74296603
Canaccord Adams
Mark Williams/Andrew Chubb
020 7050 6500
Appendix
Information provided in accordance with paragraph (g) of Schedule 2 to the AIM
rules:
1. Details of full name, age, previous names:
Full Name: Antony Patrick Joy Fraser
Previous Name: Change of surname by deedpoll from "Joy" to "Fraser"
Age: 44
2. Mr Fraser holds, or has held, the following directorships in the last five
years:
+--------------------------------------------------------------------------------+
| Current Directorships: |
+--------------------------------------------------------------------------------+
| Helix Capital LLP |
+--------------------------------------------------------------------------------+
| Helix Media Capital Ltd |
+--------------------------------------------------------------------------------+
| Helix Capital Partners LLP |
+--------------------------------------------------------------------------------+
| Previous Directorships: |
+--------------------------------------------------------------------------------+
| Stage Three Music Limited |
+--------------------------------------------------------------------------------+
| Ingenious Ventures Limited |
+--------------------------------------------------------------------------------+
| Lionhead Limited |
+--------------------------------------------------------------------------------+
| Target Entertainment Group Limited |
+--------------------------------------------------------------------------------+
| Factory Media Limited |
+--------------------------------------------------------------------------------+
| Acuity Capital Management Limited |
+--------------------------------------------------------------------------------+
| Red Reef Media Limited |
+--------------------------------------------------------------------------------+
| Connect2 Holdings Limited |
+--------------------------------------------------------------------------------+
| Connect2 Media Limited |
+--------------------------------------------------------------------------------+
| Future Noise Music Limited |
+--------------------------------------------------------------------------------+
| BasicPlanet Limited |
+--------------------------------------------------------------------------------+
| Ingenious Ventures (GP) Limited |
+--------------------------------------------------------------------------------+
| Emote Games Limited |
+--------------------------------------------------------------------------------+
| Acrobat Music Group Limited- |
+--------------------------------------------------------------------------------+
3. Emote Games Limited is currently in administration. Mr Fraser was on the
board on behalf of Acuity Capital but was not on the Board when the Company was
put into administration.
4. Acrobat Music Group is currently in liquidation. Mr Fraser was on the Board
on behalf of Acuity Capital and on their behalf put it into administration.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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