Investment and Placing
March 13 2009 - 12:27PM
UK Regulatory
TIDMRAM
RNS Number : 8604O
RAM Investment Group PLC
13 March 2009
FOR IMMEDIATE RELEASE13 March 2009
RAM INVESTMENT GROUP PLC
("RAM" or the "Company")
RAM INVESTMENT GROUP PLC INVESTS GBP177,500 IN NEW PLANET INVESTMENTS LTD
("NPI") TO SECURE STAKE IN TRAIN FX LTD, CONVERTIBLE LOAN FOR GBP200,000
SECURED, LOAN OF GBP200,000 MADE TO VISION MEDIA GROUP AND PLACING OF NEW
ORDINARY SHARES
Investment in NPI
The Board of RAM Investment Group plc ("RAM") announces that it has signed an
agreement to invest GBP177,500 in New Planet Investments Ltd ("NPI"), a special
purpose vehicle established to acquire the assets of Train FX Ltd from the
Vision Media Group plc. This initial investment secures RAM 18.3 % of the NPI's
issued share capital.
NPI currently has an exclusive arrangement with VMG to acquire 100% of Train TV
from VMG, with a long stop date of 30th June 2009, for an overall enterprise
value of between GBP2,100,000 and GBP2,600,000.
Train FX Ltd (Train TV registered) has signed contracts with National Express
and First Capital Connect with the right to install digital TV screens and an
ambient sound system on their railway carriage fleet. The screens and sound
system will broadcast passenger journey information, breakfast style news and
advertising. The technology is also in place for the train operators to access
back-haul information.
For the year ended 31 December 2007 Train TV made a loss of GBP561,612 on
Turnover of GBP34,169. As at 31 December 2007 it had Net Liabilities of
GBP1,630,646.
RAM has also agreed an option (at RAM's call only) with VMG to acquire the
remaining issued share capital of NPI, with a long stop date of 30th June 2009,
in the event that NPI is successful in acquiring the remainder of Train TV from
VMG. Should RAM exercise this option then the Company expects this to be
classified as a Reverse Takeover in accordance with AIM Rule 14 and accordingly
the necessary AIM requirements followed.
Executive Chairman Tim Baldwin comments;
"Train FX is aiming to obtain long-term contracts with the all train operating
companies covering the Greater London rail commuter market over ground. This
represents approximately 800 million passenger train journeys a year. For UK
advertisers, it is the last bastion of captive broadcasting in mass transit. The
programme is scheduled to be rolled out on the East Anglia franchise by the
start of the Olympic Games. It is an investment in which the Board has every
confidence."
Issue of GBP200,000 Convertible Loan
The Company announces that it has raised GBP200,000 through the issue of a
convertible Loan Note to Swandale Ltd. The Company has agreed to pay Swandale
Ltd a fee of GBP10,000 for the Loan and interest is payable at 12% per annum
compounded monthly.
So far as not converted, the principal amount of the Loan Note together with any
interest due thereon would be redeemed on 20 February 2011 or at the option of
the Company at any time before such date or at the election of Swandale Ltd
following the breach by the Company of any conditions set out in the Loan
Note. The Loan Note is convertible into Ordinary Shares at a price of 4p each in
the capital of the Company.
The proceeds of the Convertible Loan will be used for general working capital
purposes and to make investments in accordance with the Company's investing
strategy.
Loan of GBP200,000 made to Vision Media Group Plc ("VMG")
The Company announces that it has made a loan of GBP200,000 to VMG. GBP150,000
has been drawn down. The Loan carries an interest rate of 12% per annum payable
on redemption in one year in the event that the sale of Train TV to NPI does not
conclude and in which circumstances the Loan investment would convert into
shares in Train TV. In the event that the sale of Train TV to NPI concludes
successfully the interest will be waived on completion of the transaction and
the Loan would convert into part of the payment of the acquisition costs.
The Placing
The Company has placed 1,025,000 new ordinary shares of 1p each at a price of 4p
per share to raise GBP41,000 before expenses, with institutional investors on
behalf of clients. The new Ordinary Shares will, when issued, rank pari passu
with the existing Ordinary Shares in issue and application will be made for such
new Ordinary Shares to be admitted to trading on AIM. This is expected to be on
20 March 2009. The proceeds of this issue, after expenses, will be used for the
working capital requirements of the Company.
For further information please call:
Tim Baldwin RAM investment Group plc 020 7518 4337
Roland Cornish Beaumont Cornish Limited 0207 628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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