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(MDZ.L) MediaZest PLC Buy/Sell

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Date/Time	Headline	Source
1
Thu 10:32	MediaZest PLC - Notice of General Meeting	PRN
MEDIAZEST PLC PROPOSED PLACING OF NEW ORDINARY SHARES AND/OR CONVERTIBLE LOAN NOTES AND NOTICE OF GENERAL MEETING MediaZest PLC ("MediaZest" or the "Company") confirms that, on 18 November 2009, in accordance with AIM Rule 20, a Notice of General Meeting has been sent to shareholders. Copies of the Notice of General Meeting are available from the Company's registered office at 3rd Floor, 16 Dover Street, London W1S 4LR and can also be downloaded from the Company's website, www.mediazest.com. Notice of General Meeting Notice is hereby given that the general meeting of MediaZest PLC will be held at the offices of Nabarro LLP, Lacon House, 84 Theobald's Road, London WC1X 8RW at 10.00 a.m. on 11 December 2009. ` ENDS ` For further information visit www.mediazest.com or contact: `Geoff Robertson MediaZest PLC Tel: +44 (0) 20 7724 5680` `Aaron Smyth Dowgate Capital Advisers Ltd Tel: +44 (0) 20 7492 4777` 1. Introduction Following the half-yearly results announcement on 28 September 2009, the Board of MediaZest plc intends to raise up to £300,000 (before expenses) by way of a conditional placing of New Ordinary Shares and/or Convertible Loan Notes in order to provide additional working capital for the Company. The New Ordinary Shares and/or Convertible Loan Notes will be conditionally placed with Relevant Persons. Subject, amongst other things, to the passing of the Resolutions at the General Meeting, the Company will make an application for admission of the New Ordinary Shares issued to trading on AIM. However, no application will be made for the admission of the Convertible Loan Notes granted to trading on AIM. The Company is also seeking to pass resolutions to adopt new articles of association to take account of changes brought about by the Companies Act 2006 (the "2006 Act") which came into force on 1 October 2009, and to grant Options to Lance O'Neill, a director of the Company. The purpose of this document is to provide you with information about the background to and the reasons for the proposals, to explain why the Directors consider the proposals to be in the best interests of the Company and its Shareholders as a whole and why the Independent Director unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document. 2. Background to and reasons for the Placing As a result of the challenging market conditions in 2009 and historical losses, the Company recently completed a fundraising to improve its working capital provision. As announced on 17 August 2009, the Company issued 80,000,000 Ordinary Shares to raise £200,000 to provide further working capital for the Group (the "August Placing"). At that time, the Directors implemented a strategy to enable the Board to restructure the Group and significantly reduce costs whilst at the same time experiencing an expected improvement in trading during the third quarter of 2009. Following the implementation of the first part of its strategy, the Group has experienced better trading results and, with the effects of restructuring costs expected to be completed by the end of 2009, the Directors believe that 2010 will produce more positive progress for the Group. Whilst trading has improved during the second half of 2009, the Company continues to manage cash and its balance sheet with great care. Against this background, the Company is seeking to raise further funds pursuant to the Placing in order to: RECAPITALISE THE BALANCE SHEET OF THE GROUP AND BUILD ON THE STABILITY generated by the August Placing; PROVIDE THE CASH THAT IS REQUIRED TO TAKE ADVANTAGE OF NEW OPPORTUNITIES and expand in areas in which the Group is currently seeing positive results; and RESTRUCTURE THE CAPITAL RESOURCES OF THE COMPANY. The Company also wishes to grant Options to Lance O'Neill, a director of the Company, as an incentive to him to promote the success of, and add value to, the Company. 3. Current trading and prospects Trading for the second half of 2009 has been encouraging, and although revenues remain significantly below those of 2008 due to recessionary pressures, margins for the second half of the year have improved. In addition, the Group has implemented wide ranging cost cutting measures, the benefits of which are now being experienced. TouchVision's education division has secured several significant projects in the second half of the year. Furthermore, the retail division, along with MediaZest Ventures, is also showing signs of noticeable progress as the Company enters the Christmas period. MediaZest Ventures continues to generate considerable interest in the retail sector and attracts a wide range of high profile, well respected retail clients. The Company received its first major industry award in recognition of the innovation and creativity that it has have shown during its short existence, a POPAI (Point-of-Purchase Advertising International) award in the Best Digital Network category, which the Directors hope will be the first of many to come. After an extremely quiet start to the year, enquiries in this business sector have been growing although marketing budgets remain very tight. This leads to a level of unpredictability as to whether projects are executed. However, the increased appetite for the Company's services is encouraging and the Directors believe that MediaZest Ventures' revenues will increase with improvements in market conditions. TouchVision had a good third quarter. Traditionally, this is the best time of year in the Education market due to long student holiday periods which are ideal for room and lecture theatre refurbishment. This year is no exception and TouchVision completed a number of projects for its key clients and also acquired new business. It has a large new-build installation project in November 2009 and two other significant projects have already been secured for December 2009. TouchVision has also seen an increase in activity with its retail clients which, like MediaZest's, also tends to have a significant proportion of its activity concentrated in the run up to Christmas. Working capital will remain a concern until the Company is consistently achieving a profit (before interest and depreciation), and thereby generating cash, at a level sufficient to carry the Group, and through the next few months. The Group currently meets its working capital needs from debtor collections so maintaining sales and cash collections are key over coming weeks and months. The Company's cash flow and cash resources will continue to be closely monitored. The Board is therefore now seeking to raise additional funds in order to build upon the improvements that have been achieved in the second half of 2009 and to: a. recapitalise the balance sheet; b. provide additional working capital; c. allow the Group to capitalise upon business opportunities as market `sentiment improves.` The Board is working hard to deliver meaningful revenue and profitability growth going forward with the continuing support of shareholders and customers. However, given current economic conditions, the Board will be ever vigilant regarding the condition of the business and take whatever action is appropriate. Following the successful completion of the Placing, the Board believes the Group will be better placed to show significant improvement in the coming year. 4. Details of the Placing and grant of Options Under the Placing, the Company is proposing to raise up to £300,000 (before expenses) by the issue of the New Ordinary Shares, at a price to be determined (the "Placing Price") and/or the issue of the Convertible Loan Notes, subject, inter alia, to Shareholders passing the Resolutions at the General Meeting. No minimum subscription amount for the Placing has been set. The net proceeds of the Placing will be used for working capital purposes. The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. The Company will apply for the New Ordinary Shares to be admitted to trading on AIM. In conjunction with the issue of the New Ordinary Shares, the Company proposes to grant Convertible Loan Notes to placees. The proposed terms of the Convertible Loan Note instrument will provide that the Convertible Loan Notes will be unsecured, transferable, bear a fixed coupon as yet to be determined, and will be redeemable and/or convertible. The Convertible Loan Notes will be convertible into Ordinary Shares on a one-for-one basis at a price to be determined. No application will be made for the admission of the Convertible Loan Notes to trading on AIM. Placees will be given the opportunity to subscribe under the Placing for New Ordinary Shares, Convertible Notes or a combination of both. The Company also intends to grant Options (representing 5 per cent. of the Company's issued share capital as enlarged by the Placing) to Lance O'Neill, a director of the Company, and by doing so offer a long-term incentive for him to add value to the Company. The Options will not be issued pursuant to the Company's EMI Scheme, however, it is intended that the Options will be granted on terms substantially similar to those set out in the Company's EMI Scheme. It is intended that the grant of Options will be made as soon as practicable after the passing of the relevant Resolutions at the General Meeting. The Options will lapse upon Lance O'Neill ceasing to be a director or an employee within the Group. There are no performance conditions attached to these Options and the Options are not transferable. The Independent Director considers that the grant of Options is appropriate in order to retain and motivate high quality individuals and, in the case of Lance O'Neill, reward his significant contribution to the Company and encourages him to build up, over time, a shareholding in the Company. The Company is seeking authority under the Resolutions, inter alia, to: (a) allot securities up to a nominal value of £120,000 in connection with the Placing on a non-pre-emptive basis; and (b) allot Options up to a nominal value of £15,000 on a non-pre-emptive basis. The Placing and grant of Options is conditional upon, amongst other things, the respective Resolutions being duly passed at the General Meeting. The Company will make an application to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. No application will be made to the London Stock Exchange for the Convertible Loan Notes to be admitted to trading on AIM. The Company will, as soon as practicable, announce the take up under the Placing, the Placing Price and the number of Options and Convertible Loan Notes issued. 5. Related Party Transaction The grant of Options to Lance O'Neill (a director of the Company) is a related party transaction for the purposes of Rule 13 of the AIM Rules (a "Related Party Transaction"). Where a company whose shares are listed on AIM enters into a Related Party Transaction, Rule 13 of the AIM Rules requires the directors independent of the transaction to consider, having consulted with the Company's nominated adviser, whether the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. The Independent Director considers, having consulted with Dowgate Capital Advisers Limited, the Company's nominated adviser, that the terms of the Related Party Transaction with Lance O'Neill is fair and reasonable insofar as Shareholders are concerned. 6. Plans if the Resolutions are not passed The Company will, as soon as practicable, announce the take up under the Placing and will also announce the Placing Price. In the event the Placing is unsuccessful, the Board will take steps to accelerate cash collection as far as possible, however, this would leave the Company with constrained funding in coming months. The Board would then propose to enter into discussions with other potential providers of finance. It believes that such action in response to this situation should be sufficient to ensure the Company meets its short term working capital needs. 7. General Meeting At the General Meeting, the following Resolutions will be proposed: `Resolution 1 Adoption of New Articles` `Resolution 2 Authority to allot New Ordinary Shares` `Resolution 3 Authority to disapply pre-emption rights` `Resolutions 4 and 5 Authority to allot Options and power to disapply` `pre-emption rights` END More
28-09-09	MediaZest PLC - Half-yearly Report	PRN
MediaZest Plc `Half-yearly unaudited results for the six months ended 30 June 2009` CHAIRMAN'S STATEMENT Introduction The results for MediaZest Plc ("MediaZest", the "Company", and collectively with the Subsidiary Companies, the "Group") reflect the six-month period to 30 June 2009. They incorporate the results of its subsidiaries, all of which are wholly owned. Financial Review Revenue for the period was £1,035,000 (2007 - £2,145,000) and the Group made a loss for the period, after taxation, of £370,000 (2007 - £342,000) after finance costs of £16,000 (2007 - £7,000) and having paid administrative expenses of £849,000 (2007 - £1,072,000). The basic and fully diluted loss per share was 2 pence (2007 - 1 penny). The Group had cash in hand of £13,000 (2007 - £67,000) at the period end. Operational Review Despite the improvement in business in the second half of 2008, the global recession had a significant impact on the Group's trading activities during 2009. The Board had expected a slowdown in the new year, however, the postponement and/or abandonment of three high value potential projects in the first quarter of 2009 had a negative impact on revenue and necessitated further cost cuts. Discretionary spend upon which much of the short term MediaZest Ventures projects rely, has been significantly reduced and this has brought pressure to bear on margins and has had a consequential effect of reducing the overall level of activity during the reporting period. In respect of TouchVision, which has a greater reliance on capital expenditure budgets, similar problems were encountered wherein many clients froze spending in this area, which led to reduced activity in 2009. As a result competition and pressure on margins have both increased significantly and has contributed to a difficult start to the year. In recognition of these circumstances and mindful of the transactional nature of our business, the Board has implemented the following strategy. Firstly it recognized the need to raise further funds in the near term, as announced in the Final 2008 Accounts, which was successfully achieved in August 2009 with an equity fundraising of £200,000. Secondly, further cost cutting measures were implemented, the full benefit of which will be felt from the end of this financial year. Outlook Looking forward, the Board is working towards raising the quality and sustainability of earnings through service, maintenance and content management agreements. This has been part of the Group's ongoing strategy for some time and has been successful to the extent that we expect to be able to cover approximately 40% of our 2010 cost base with contracted revenues, with our ultimate objective being to cover all of our overhead costs with this type of revenue alone. We have been looking for an improvement in both Education sector and MediaZest Ventures revenues during the latter part of this year and there is evidence of this taking place. The Group continues to work with a number of well known retail clients on an ongoing basis. The Board expects the second half of 2009 to show improvement on both the first half of the year and the corresponding period from the year before. We will continue to manage our cash and our balance sheet with great care, building further upon the position reported in this statement. Given the changes that have been implemented this year we believe that noticeable improvement in 2010 in a more conducive business climate is attainable. In order to further the turnaround and development of the business, building upon the share placement during the summer the Board may seek to complete a further modest fund raising at some stage in the future. This will give the Group the ability to react to opportunities that we believe will be forthcoming as market and business sentiment improves. In this environment, we believe that MediaZest Ventures, in particular, is well placed to move ahead. Shareholders' consent will need to be obtained to increase the Directors' authority to allot shares for cash. A further announcement will be made in this regard in due course. `Lance O'Neill 28 September 2009` Chairman CONSOLIDATED INCOME STATEMENT Six months ended 30 June 2009 `Unaudited Unaudited Audited` `Half Year Half Year Year` `Ended` `Notes 30-Jun-09 30-Jun-08 31-Dec-08` `£'000 £'000 £'000` Continuing Operations `Revenue 1,035 2,145 4,424` `Cost of sales (540) (1,408) (2,846)` `Gross profit 495 737 1,578` `Administrative expenses (849) (1,072) (2,176)` `Operating Loss (354) (335) (598)` `Finance costs (16) (7) (7)` `Loss before taxation (370) (342) (605)` `Taxation - - -` `Retained loss on ordinary activities after (370) (342) (605)` taxation Loss per ordinary 10p share `Basic 2 £0.02 £0.01 £0.03` `Diluted 2 £0.02 £0.01 £0.03` CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2009 `Unaudited Unaudited Audited` `Half Year Half Year Year` `Ended` `30-Jun-09 30-Jun-08 31-Dec-08` `£'000 £'000 £'000` Non-current assets `Goodwill 2,772 2,772 2,772` `Plant and equipment 70 84 87` `Total non-current assets 2,842 2,856 2,859` Current assets `Inventories 177 310 107` `Trade and other receivables 323 1,038 617` `Cash and cash equivalents 13 67 102` `Total current assets 513 1,415 826` Current liabilities `Financial liabilities - borrowings (184) (290) (220)` `Bank overdraft (44) - -` `Trade and other payables (825) (1,028) (835)` `Current tax liabilities (152) (170) (110)` `Total current liabilities (1,205) (1,488) (1,165)` `Net current assets / (liabilities) (692) (73) (339)` `Net assets 2,150 2,783 2,520` Equity `Share Capital 2,283 2,283 2,283` `Share premium account 3,211 3,211 3,211` `Other reserves 7 7 7` `Retained earnings (3,351) (2,718) (2,981)` `Total equity 2,150 2,783 2,520` CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Six months ended 30 June 2009 `Share Share Share Retained Total` `Options` `Capital Premium Reserves Earnings Equity` `£'000 £'000 £'000 £'000 £'000` `Balance at 1 January 2008 2,283 3,211 7 (2,376) 3,125` `Total comprehensive income for - - - (342) (342)` the period `Balance at 30 June 2008 2,283 3,211 7 (2,718) 2,783` `Balance at 1 January 2008 2,283 3,211 7 (2,376) 3,125` `Total comprehensive income for - - - (605) (605)` the period `Balance at 31st December 2008 2,283 3,211 7 (2,981) 2,520` `Total comprehensive income for - - - (370) (370)` the period `Balance at 30 June 2009 2,283 3,211 7 (3,351) 2,150` CONSOLIDATED CASH FLOW STATEMENT Six months ended 30 June 2009 `Unaudited Unaudited Audited` `Half Year Half Year Year` `Ended` `Note 30-Jun-09 30-Jun-08 31-Dec-08` `£'000 £'000 £'000` `Net cash used in operating activities 3 (81) (248) (118)` Investing activities `Purchase of property, plant and equipment - (2) (27)` `Proceeds from disposal of property, plant - - -` and equipment `Net cash generated from / (used in) - (2) (27)` investing activities Financing activities `Debt financing - invoice discounting net (36) 290 220` drawdown / (repayment) `Interest paid (16) (7) (7)` `Net cash generated from / (used in) (52) 283 213` financing activities `Net increase / (decrease) in cash and cash (133) 33 68` equivalents `Cash and cash equivalents at beginning of 102 34 34` period `Cash and cash equivalents at end of period (31) 67 102` NOTES TO THE FINANCIAL INFORMATION 1. Basis of preparation The Group's annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the EU applied in accordance with the provisions of the Companies Acts applicable to companies preparing financial statements under IFRS. Accordingly, the consolidated half-yearly financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an ongoing process of review and endorsement by the European Commission. The financial information has been prepared on the basis of IFRS that the Directors expect to be applicable as at 31 December 2009. The financial information has been prepared under the historical cost convention as modified by the revaluation of available-for-sale investments. The principal accounting policies set out below have been consistently applied to all periods presented. This interim report does not comply with IAS 34 "Interim Financial Reporting" (as adopted by the European Union), as permissible under the AIM Rules for Companies. Non-statutory accounts The financial information for the 6 months ended 30 June 2009 and 30 June 2008, and the year ended 31 December 2008 do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2008, were prepared under IFRS, and have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified but did contain references to going concern to which the auditors drew attention by way of an emphasis of matter paragraph without qualifying their report and did not contain any statement under section 498 of the Companies Act 2006. 2. Loss per share Basic loss per share is calculated by dividing the loss attributed to ordinary shareholders of £370,000 (2007 £342,000) by the weighted average number of shares during the period of 22,825,327 (2007 - 22,825,327). The diluted loss per share is identical to that used for basic loss per share as the exercise of warrants would have the effect of reducing the loss per share and therefore is not dilutive under International Accounting Standard 33 "Earnings per Share". 3. CASH GENERATED FROM / (USED IN) OPERATIONS `Unaudited Unaudited Audited` `Half Year Half Year Year Ended` `30-Jun-09 30-Jun-08 31-Dec-08` `£'000 £'000 £'000` `Operating loss (354) (335) (598)` `Share option charge - - -` `Depreciation of tangible assets 17 25 47` `Decrease/(increase) in stock (70) (138) 65` `Increase/(decrease) in creditors 32 186 (67)` `Decrease/(increase) in debtors 294 14 435` `Cash generated from / (used in) operations (81) (248) (118)` `Tax paid - - -` (81) (248) (118) 4. Distribution of the Half-yearly Report Copies of the Half-yearly Report will be available to the public from the Company website, www.mediazest.com, and from the Company Secretary at the Company's registered address at 3rd Floor, 16 Dover Street, London W1S 4LR. Contact: Geoff Robertson, MediaZest Tel: 020 7724 5680 Aaron Smyth, Nominated Adviser Dowgate Capital Advisers Limited Tel: 020 7448 4400 END More
28-09-09	MediaZest PLC - Holding(s) in Company	PRN
MEDIAZEST PLC HOLDING(S) IN COMPANY MediaZest PLC (the "Company") received notification on 13 September 2009 that, following an acquisition of ordinary shares in the Company on 14 August 2009, Sean and Emma Reel held, 4,204,871 voting shares in the Company representing approximately 4.1 per cent. of the Company's voting rights. Contact: Geoff Robertson, MediaZest Tel: 020 7724 5680 Aaron Smyth, Nominated Adviser Dowgate Capital Advisers Limited Tel: 020 7448 4435 END More
11-09-09	MediaZest PLC - Holding(s) in Company	PRN
MEDIAZEST PLC HOLDING(S) IN COMPANY TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES 1. Identity of the issuer or the underlying issuer of `existing shares to which voting rights are attached: MEDIAZEST PLC` 2. Reason for the notification (please tick the appropriate box or boxes): `An acquisition or disposal of voting rights: YES` An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments: An event changing the breakdown of voting rights: `Other (please specify): PLACING` `3. Full name of person(s) subject to the notification SCHWEW NOMINEES LTD` obligation: `4. Full name of shareholder(s) (if different from 3.): AS ABOVE` `5. Date of the transaction and date on which the threshold is 25/08/2009` crossed or reached: `6. Date on which issuer notified: 01/09/2009` `7. Threshold(s) that is/are crossed or reached:i 12%` 8. Notified details: A: Voting rights attached to shares `Class/type Situation previous` `of to the triggering Resulting situation after the triggering` `shares transaction transaction` `if possible Number Number of voting % of voting` `using Number Number of shares rights rights` `the ISIN of of` `CODE Shares Voting` `Rights Direct Direct Indirect Direct Indirect` `ORDINARY 2,372,942 2,372,942 12,372,942 12,372,942 n/a 12.03% n/a` SHARES GB00B064NT52 B: Qualifying Financial Instruments Resulting situation after the triggering transaction `Type of Expiration Exercise / Number of voting % of voting` `financial date Conversion Period rights that may be rights` `instrument acquired if the` `instrument is` `exercised/` `converted` n/a Total (A + B) `Number of voting rights Percentage of voting rights` `12,372,942 12.03` 9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: `Number of voting rights % of voting rights` Beneficial owners: `NICK SLATER 11,227,942 10.92` `MRS R. SLATER 1,145,000 1.11` Proxy Voting: `10. Name of the proxy holder: n/a` `11. Number of voting rights proxy holder will cease to hold: n/a` `12. Date on which proxy holder will cease to hold voting rights: n/a` `13. Additional information: n/a` `14. Contact name: A. PETTER` `15. Contact telephone number: 020 7490 5000` END More
01-09-09	MediaZest PLC - Directorate Change	PRN
MediaZest Plc (the "Company") `Directorate Change` The Board of MediaZest plc announces that Andy Hawkins, Sales and Marketing Director, has today resigned with immediate effect to concentrate on his other business interests. Andy has played a significant role in the development of the Group and the Board would like to thank him for his services and wish him well for the future. Contact: Geoff Robertson, MediaZest Tel:- 020 7724 5680 Aaron Smyth, Nominated Adviser Dowgate Capital Advisers Limited Tel:- 020 7492 4754 END More

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