zamano plc
6 December 2011
zamano plc ("zamano" or the "Company") - Services Agreement & Related Party Transaction
On 21 October 2011, the Company announced increased subscriber acquisition rates during September and October 2011, delivering a significant uplift in current and future revenues. The increased subscriber acquisition rates arose from increased investment in web and mobile marketing and the Company is looking to build upon this progress by continuing to invest in this channel. The Board of the Company has considered a range of options for maintaining this increased investment and, accordingly, on 6 December 2011, zamano entered into a services agreement with Mr. Nick Furlong (the "Services Agreement"). Mr Furlong is a director of Pageant Holdings Limited ("Pageant") and Mr. Furlong's family are the beneficial owners of Pageant, which holds 24.02% of the issued ordinary share capital of the Company, and accordingly is a related party of the Company for the purposes of Rule 13 of both the AIM Rules of the London Stock Exchange and the ESM Rules of the Irish Stock Exchange. Mr. Furlong separately holds 149,000 ordinary shares in the Company in his pension.
Under the terms of the Services Agreement, zamano will provide, inter alia, advertising content, placement, management and monitoring services to Mr Furlong in relation to online advertising space that he will acquire from an independent advertising broker. zamano will be responsible for collecting all subscription revenues arising in relation to the advertising space and these revenues will be shared between the Company and Mr. Furlong as follows:
· Mr. Furlong shall receive 80% of all subscription revenues arising from the advertising space until such time as he has received an amount equivalent to 130% of the cost of acquiring the advertising space (the "Agreed Return"). In the event that 80% of the total subscription revenues arising from the advertising space are less than the Agreed Return, there is no obligation on the Company to underwrite any shortfall to Mr. Furlong; and
· Until such time as Mr. Furlong has received the Agreed Return, the Company shall receive 20% of all subscription revenues arising from the advertising space. Thereafter, the Company shall be entitled to all additional revenue arising from the advertising space.
The Service Agreement is for an initial period of three months ending on 5 March 2012. Under the terms of the Service Agreement Mr. Furlong has committed to acquire advertising space up to an amount of €200,000 per month from an independent advertising broker. The exact amount of advertising space to be acquired will be determined by the number of subscribers received from the advertising broker and there is no minimum amount that is required to be spent in any month.
The Board of Directors believe that the Services Agreement provides the Company with an opportunity to maintain its recent revenue momentum while, at the same time, reducing business risk. The Company is also in discussions with additional third parties, who are not related parties, in relation to similar arrangements.
The Board of Directors, having consulted with both its ESM Adviser (NCB Corporate Finance) and its Nominated AIM Adviser (Cenkos Securities), believes that the terms of the Services Agreement are fair and reasonable insofar as the shareholders of the Company are concerned.
zamano plc
Pat Landy, Non-Executive Director
Michael Connolly, Company Secretary
Tel: +353 1 554 7200
NCB Corporate Finance
Conor McCarthy / Shane Lawlor
Tel: +353 1 611 5611
Cenkos Securities
Jon Fitzpatrick
Tel: +44 (0) 20 7397 8900
Alan Stewart
Tel: +44 (0)131 220 6939
