Trading Update and Appointment of Nomad
February 01 2010 - 2:00AM
UK Regulatory
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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