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 £500k. 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 £0.4 million of additional capital. Milcoz Films has agreed to increase its convertible loan facility by £300,000 to £1.05 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 £400,000 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 options/conversion rights
ordinary shares ordinary shares
held held (4)
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 £1.05 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 plcCosta Theo, ChairmanAndy Ordonez 020 7612 0030
Astaire Securities PlcAntonyLegge, Gavin Burnell 020 7448 4400
This information is provided by RNS
The company news service from the London Stock Exchange
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