TIDMTAL
RNS Number : 3209R
Ten Alps PLC
08 March 2016
8 March 2016
Ten Alps Plc
Unaudited Interim Results for the six months ended 31 December
2015
Ten Alps Plc ("Ten Alps", the "Company" or the "Group"), the TV
and multimedia content producer, today announces its unaudited
interim results for the six months to 31 December 2015.
Highlights
-- Group revenues of GBP12.08m (2014: GBP10.17m)
-- EBITDA loss of GBP0.36m (2014: loss of GBP0.64m)
-- Operating losses* of GBP0.28m (2014: loss of GBP0.73m)
-- Loss for the period after tax and before discontinued
operations GBP0.35m (2014: loss of GBP1.0m)
-- Diluted loss per share 0.09p (2014: loss of 3.61p**)
-- Total assets GBP18.94m (2014: GBP14.02m)
-- Net cash of GBP0.05m (2014: net debt of GBP6.38m) taking into
account a GBP2.0m debt facility maturing in December 2017 but not
including a total of GBP3.0m deferred consideration and loan note
consideration issued and payable in respect of the acquisition of
Reef Television
* Operating losses after exceptional income of GBP0.33m which
includes the write back of interest charges and loan writedowns
from the debt restructuring that took place in July 2015
** 2014 loss per share adjusted to take account of 10 for 1
consolidation which took place in July 2015
CEO's Statement
The first half of our financial year has seen significant change
for the Group. The acquisition of Reef Television ("Reef"),
completed in July 2015, was an important step towards the
diversification of our television business into new genres and now
represents a significant part of the overall division. Integration
of Reef has progressed well and Reef has traded strongly in the
period post acquisition, in line with management expectations.
Alongside the acquisition of Reef, the Group successfully completed
a GBP4.5m fundraising and restructured its balance sheet through a
debt conversion and repayment. This has left the Group with a
substantially stronger balance sheet, with long-term debt
obligations reduced from GBP9.01m at 30 June 2015 to GBP2.0m and a
net cash position of GBP0.05m (not including deferred consideration
payable in respect of Reef) at 31 December 2015.
As detailed in the trading update on 28 January 2016, management
remains confident in returning the Group to profitability in the
current financial year. Revenues for the first half of the year
were GBP12.08m, compared to GBP10.17m in the prior year and the
EBITDA loss was GBP0.36m compared to a loss of GBP0.64m in the
prior year. The first half of the Group's financial year, which is
traditionally slower than the second half across the business, saw
lower advertising sales in parts of the Group's Publishing
portfolio as well as delays in programme commission sign-offs for
Television.
The second half of the year has started well for Television,
with acceleration in commissions being won since January 2016.
Television is seeing a change in the type of programmes being won,
with a trend towards higher value series. The recent acquisition of
Reef has also further diversified our Television genres into
daytime and long running popular factual series. As part of the
diversification strategy, the Group invested in Chrysalis Vision
Limited, a TV drama start-up which is making good progress in
assembling pitches to broadcasters for high-value, long-running
drama series. The Company has an option to acquire a majority stake
in the business at a future date.
Although the Publishing division is still loss making,
significant progress has been made in the restructuring and
refocussing of the division. There will be some further
rationalisation of the division, which is being transformed from a
print-based business into one focussed on growing events and
digital revenues. Although trading has been behind target in the
first half, we remain confident that management have taken the
right steps to refocus the business and the Board remains confident
that it will deliver profits in the current financial year, for the
first time in many years.
Our strategy is to be a cross platform media business with
content at its core. The aim is to leverage our strengths in
television production and corporate communications to grow a
content marketing and corporate story telling business, alongside
the continued diversification of our television business into new
genres and growth by acquisition to position ourselves as a leading
player in the independent television production sector. As we
announced in February 2016, we hope to complete the acquisition of
a corporate video business shortly and this will help to fast track
our strategy in this area. A further announcement will be made in
due course.
Finally, at the beginning of March the Group has changed the
name of its trading business to Zinc Media, marking an important
milestone in the reorganisation and transformation of the Group.
The Company will be seeking shareholder approval for a change of
name from Ten Alps Plc to Zinc Media Group Plc at the next annual
general meeting.
Mark Wood, CEO, commented:
"We are delivering on our strategy of focussing the TV business
on higher-value series and formats and developing a stronger
communications and corporate story-telling business. We see
encouraging signs of a growing pipeline stretching into the next
year and remain confident that the Group is making good progress
towards its objective of returning to profitability in the current
financial year."
Board Change
David Galan started as our new Chief Financial Officer ("CFO")
in January 2016 and Nitil Patel resigned as a director of the
Company as of 26 February 2016.
Peter Bertram, Chairman, commented "The Board is very grateful
to Nitil for his many years of service to the Company and we wish
him all the best. We also welcome David Galan as our new CFO."
For further information, please contact:
Ten Alps plc +44 (0) 20 7878 2311
Mark Wood, Chief Executive Officer
David Galan, Chief Financial Officer
c/o Emer Donohoe
www.tenalps.com and www.zincmedia.com
N+1 Singer (NOMAD and Broker to Ten Alps) +44 (0) 20 7496 3000
Shaun Dobson / Lauren Kettle
FTI Consulting (Financial PR) +44 (0) 20 3727 1000
BUSINESS OVERVIEW
We have made significant progress in focussing the business on
higher-margin activity, reducing costs and management layers and
bringing in dynamic new creative and managerial talent.
In our Television operations, which make up two-thirds of the
business, our strategy is to win larger-budget commissions for
high-value series and repeatable formats. Another objective is to
generate more business in the US market among broadcasters with
bigger budgets for factual programming than is common in the UK. We
have advanced in both areas, recently securing substantial
commissions from major US networks.
In Publishing, we have achieved a substantial shift from print
to digital in our Home Improvement portfolio, with nearly 70 per
cent. of all output now in digital format, compared with 100 per
cent. print output a year ago. We have also been successfully
building our trades directory and home improvement website
www.homeandbuild.co.uk. In the B2B portfolio we launched new
websites and created new events, including awards and conferences,
to generate new revenues. We have been winding down
under-performing contract publishing deals and will finally exit
loss-making activities in March.
In Communications, we are aiming to extend the management of CSR
websites for a number of major brands and plan to use the
forthcoming acquisition of a corporate video business as a platform
to accelerate our corporate story-telling and content marketing
business.
Highlights
TV
- 'Murder Detectives', a series following a real murder
investigation in Bristol, won extensive media coverage in the UK
for its innovative approach, widely described as a new form of
documentary-making. It has been nominated for a BAFTA award and
generated interest in the format from other markets, including the
US.
- 'Great Ormond Street', which closely follows individual cases
at the children's hospital, was another highly successful series
which won rave reviews and generated high audiences for BBC
Two.
- 'The Children who beat Ebola' for Channel Four and HBO has
been widely praised as the definitive documentary on Ebola and the
way volunteer doctors went to Africa to help conquer it.
- 'Sex on Trial' - Youtube and BBC Three, we were the first
independent programme maker to be commissioned for BBC Three's new
online channel.
- 'The Secret Letters Of John Paul II' , a documentary for BBC
One revealing the Pope's relationship with a female publisher had a
huge international impact. Resales of the programme worldwide are
strong.
- 'Hiroshima', a 90-minute documentary on the nuclear strike,
produced for Channel Five and ARTE included previously unseen
Japanese footage.
- 'Louboutin', an access film with Christian Louboutin for
Channel Four generated rave reviews and excellent audience
numbers.
- 'Leningrad and the Orchestra That Defied Hitler', a 90-minute
programme by Reef on an extraordinary performance of Shostakovich's
symphony in besieged Leningrad in 1942. Broadcast at peak time on
New Year's weekend by BBC Two and given five-star reviews across
the media.
- 'Paul Hollywood's City Bakes', a ten part series commissioned
for Food Network EMEA from Reef showcasing this famous baker's
travels around the world which is due to air in spring 2016.
- 'Put Your Money Where Your Mouth Is', has been commissioned by
BBC One for a 13th series and is one of Reef's strongest
brands.
Publishing
- Launch of a new website, The Maven, for SME's and have
extended our reach into this attractive market, building a valuable
customer database.
(MORE TO FOLLOW) Dow Jones Newswires
March 08, 2016 02:00 ET (07:00 GMT)
- Successful conferences included Generate Farm, which was
attended by more than 400 farmers, with awards and conferences
scheduled in SME business, Pharmacy, Healthcare and Trade in the
months ahead.
- New partnership contract secured with British Chambers of
Commerce, enabling the Company to access Chambers' membership with
digital products and the print title, Global Trader.
Communications
- The Company launched a new digital and multi-platform version
of its road safety programme, Children's Traffic Club, which it
manages for Transport for London under a GBP1m p.a. contract and is
on target to reach over 100,000 three to four year olds and their
parent / carers living in London by the end of March 2016.
- For Nationwide Building Society, the Company launched a new
series of animation- and video-rich microsites as part of a
campaign to develop core life-skills for teenagers and educate
people of all ages in financial management.
- For Siemens the Company updated a wide range of the
interactive educational apps and websites managed for Siemens' CSR
programme.
- For BTG, the Company created corporate video clips aimed at
enhancing cross-company cultural awareness in a business which is
stretched across multiple locations in the UK and US.
Outlook
The Company remains on track to generate a full year profit for
the first time in a number of years and to continue momentum into
the medium term.
FINANCIAL REVIEW
Revenue from continuing operations increased by 19 per cent. to
GBP12.08m (2014: GBP10.17m) and gross profit increased by 22 per
cent. to GBP3.71m (2014: GBP3.05m). Television revenues increased
by GBP3.5m, reflecting the significant impact on the business of
the acquisition of Reef, despite commissioning delays in the other
Television divisions. The other main variance in revenues came from
the Company's Publishing division which saw revenues decrease by
GBP1.8m, as a result of the ongoing restructuring of the division
to remove underperforming publications and slower than expected
advertising sales.
Gross margin increased from 29.9 per cent. to 30.7 per cent. in
the period, with operating expenses decreasing slightly to 33.7 per
cent. of revenues (2014: 36.2 per cent.). The increase in gross
margin is due to an ongoing focus on cost control and the quality
of revenue across the divisions.
EBITDA, a key performance indicator used by the board, was
recorded at a loss of GBP0.36m (2014: loss of GBP0.64m). Operating
loss reduced to GBP0.28m (2014: loss of GBP0.73m), after an
amortisation charge of GBP0.20m (2014: GBP0.06m). The increased
amortisation cost reflects the amortisation of intangible assets
acquired as part of the Reef acquisition.
Exceptional income of GBP0.33m during the period (2014: nil)
reflects the debt write-off as part of the debt restructuring and
exceptional expenses incurred during the transaction to acquire
Reef, together with the costs of the associated fundraising.
The finance charges for the period were GBP0.08m (2014:
GBP0.27m) and reflect the accrued costs on the Company's
outstanding debt obligations. The reduction is as a result of the
debt restructuring that occurred in July 2015. As the Group
recorded losses at the 31 December period end, no corporation tax
charge was incurred. The loss for the period was GBP0.35m (2014:
GBP1.0m).
Earnings per share
Basic and diluted loss per share from continuing operations in
the year was 0.09p (2014: loss 3.61p) and was based on the losses
for the period of GBP0.35m (2014: loss of GBP1.0m) with a weighted
average number of shares in issue during the year of 392,018,309
(2014: 27,666,601).
Dividend
No dividend is proposed. The Board considers the Group's
investment plans, financial position and business performance in
determining when to pay a dividend.
Statement of Financial Position
Assets
Non-current assets consisted of goodwill and intangibles of
GBP11.84m (2014: GBP6.91m), investment in associate of GBP0.1m
(2014: nil), property, plant and equipment of GBP0.25m (2014:
GBP0.16m) and deferred tax asset of nil (2014: GBP0.49m). The
GBP0.1m investment in associate reflects the strategic investment
in TV drama production company Chrysalis Vision Limited, set up to
develop long-form drama series aimed at the UK and global
markets.
Inventories and trade receivables have remained static at
GBP2.84m (2014: GBP2.83m). Other receivables have increased to
GBP1.87m (2014: GBP1.17m) reflecting an increase in accrued income
and prepayments in the period.
The Group had a cash balance of GBP2.05m as at 31 December
(2014: GBP2.47m). In February 2016, post period end, the Group
strengthened its cash position through the receipt of a short term
loan of GBP0.75m. The Group was in a net cash position of GBP0.05m
at the period end, compared with a net debt position at the prior
period end of GBP6.39m, after taking into account a GBP2.0m debt
facility maturing in December 2017 but not including a total of
GBP3.0m deferred consideration and loan note consideration issued
and payable in respect of the acquisition of Reef.
Total assets of the Group were GBP18.94m (2014: GBP14.02m) with
the main movements being an increase in goodwill and intangibles as
a result of the acquisition of Reef in July 2015.
Equity and Liabilities
Retained losses as at 31 December 2015 were GBP24.53m (2014:
losses: GBP23.85m) and total shareholders' equity at that date was
GBP7.67m (2014: loss of GBP2.39m).
In July 2015, at the same time as the Reef acquisition, the
Company carried out a share consolidation (10 for 1) and
refinancing to raise approximately GBP4.5m (gross) through a
placing and subscription of 225,000,000 new ordinary shares at a
price of 2 pence (on a post consolidation basis). The Company also
entered into a debt conversion and repayment resulting in a
reduction of the Company's remaining debt obligations to GBP2m and
the issue of GBP2.91m of preference shares.
The Group had an outstanding balance on long term debt of
GBP2.0m (2014: GBP8.86m), held by two of the Company's
shareholders. Long term debt comprises an unsecured debt facility
of GBP2.0m which is due for repayment in December 2017. The
interest on the loan notes is based on monthly LIBOR plus a margin
of 4 per cent.
Current liabilities consisting of trade, other creditors,
deferred consideration payable and deferred income have decreased
in the period under review by GBP0.64m to GBP7.17m (2014:
GBP7.81m).
Cash flows
During the period the Group used GBP3.97m (2014: GBP0.34m) of
cash flow for day to day operations. After accounting for finance
costs, investing, the equity fundraising completed in July 2015 and
the cash repayments made in the debt restructuring, the net
movement in the period was an increase in cash of GBP0.1m (2014:
decrease of GBP0.1m).
David Galan
CFO
Ten Alps Plc consolidated
income statement
For the six months ended
31 December 2015
Unaudited Unaudited Audited
----------------------------------- ---------- ---------- ----------
Half Year Half Year
to to Year to
31-Dec 31 Dec 30 June
2015 2014 2015
Note GBP'000's GBP'000's GBP'000's
-------------------------------------- ---------- ---------- ----------
Continuing operations
Revenue 3 12,084 10,171 20,467
Cost of sales (8,371) (7,126) (13,679)
----------------------------------- ---------- ---------- ----------
Gross Profit 3,713 3,045 6,788
Operating expenses (4,068) (3,687) (7,373)
EBITDA (355) (642) (585)
Reorganisation and restructuring
costs (17) - (120)
Exceptional transactions 333 - -
Depreciation (41) (34) (71)
Amortisation and impairment
of intangible assets (195) (57) (43)
Operating loss (275) (733) (819)
Finance costs (79) (265) (505)
Finance income - - -
----------------------------------- ---------- ---------- ----------
Loss before tax (354) (998) (1,324)
Taxation - - -
Loss for the period (354) (998) (1,324)
Continuing operations
attributable to:
Equity holders (354) (998) (1,324)
Retained profit for the
year (354) (998) (1,324)
----------------------------------- ---------- ---------- ----------
Basic earnings per share 4
From continuing operations (0.09)p (3.61)p (4.79)p
Total (0.09)p (3.61)p (4.79)p
Diluted earnings per share
From continuing operations (0.09)p (3.61)p (4.79)p
Total (0.09)p (3.61)p (4.79)p
Ten Alps Plc consolidated
balance sheet
For the six months ended
31 December 2015
Unaudited Unaudited Audited
------------------------------- ----- ---------- ---------- ---------
31 Dec 31 Dec 30 June
2015 2014 2015
Note GBP '000 GBP '000 GBP '000
------------------------------- ----- ---------- ---------- ---------
(MORE TO FOLLOW) Dow Jones Newswires
March 08, 2016 02:00 ET (07:00 GMT)
Assets
Non-current
Goodwill and intangibles 11,842 6,906 6,898
Investment in associate 100 - -
Property, plant and
equipment 245 158 155
Deferred tax - 493 487
12,187 7,557 7,540
------------------------------- ----- ---------- ---------- ---------
Current assets
Inventories 1,014 942 780
Trade receivables 1,824 1,889 2,282
Other receivables 1,871 1,165 1,941
Cash and cash equivalents 2,046 2,469 1,914
6,755 6,465 6,917
------------------------------- ----- ---------- ---------- ---------
Total Assets 18,942 14,022 14,457
------------------------------- ----- ---------- ---------- ---------
Equity and liabilities
Shareholders' equity
Called up share capital 5 5,925 5,534 5,534
Share premium account 22,671 15,228 15,228
Merger reserve 696 696 696
Preference Shares 7 2,909 - -
Retained earnings (24,532) (23,852) (24,178)
------------------------------- ----- ---------- ---------- ---------
Total Equity 7,669 (2,394) (2,720)
Liabilities
Non-current
Borrowings 2,000 8,607 -
Other non-current liabilities 8 2,107 - -
4,107 8,607 -
------------------------------- ----- ---------- ---------- ---------
Current liabilities
Trade payables 2,192 2,928 2,733
Other payables 8 4,974 4,631 5,434
Borrowings - current - 250 9,010
7,166 7,809 17,177
------------------------------- ----- ---------- ---------- ---------
Total equity and liabilities 18,942 14,022 14,457
------------------------------- ----- ---------- ---------- ---------
Ten Alps Plc consolidated cash flow statement
For the six months ended 31 December 2015
Unaudited Unaudited Audited
------------------------------------- ---------- ---------- ---------
Half Half
year year
to to Year to
31-Dec 31 Dec 30 June
2015 2014 2015
GBP GBP
'000 '000 GBP '000
------------------------------------- ---------- ---------- ---------
Operating activities
Reconciliation of profit to
operating cash flows
Loss for the period (354) (998) (1,324)
Add back:
Taxation - - -
Depreciation 41 34 71
Amortisation & impairment 195 57 43
Finance costs (120) 265 505
Finance income (25) - -
Loss on sale of fixed assets - - -
------------------------------------- ---------- ---------- ---------
(263) (642) (705)
(Increase)/Decrease in work
in progress (234) 47 209
Decrease in trade and other
receivables 1,018 1,094 (71)
(Decrease) in trade and other
creditors (4,491) (842) (314)
------------------------------------- ---------- ---------- ---------
Cash (used in) from operations (3,970) (343) (881)
Finance costs (86) - -
Tax paid (94) - -
Net cash flows (used in) operations
activities (4,150) (343) (881)
------------------------------------- ---------- ---------- ---------
Investing activities
Acquisition of subsidiary undertakings, - -
88
net of cash and overdrafts acquired
Purchase of property, plant
and equipment (82) (6) (40)
Investment in undertaking (100) - -
(associate)
Net cash flows used in investing
activities (94) (6) (40)
------------------------------------- ---------- ---------- ---------
Financing activities
Issue of ordinary share capital 4,495 - -
Borrowings repaid (116) (50) (50)
Borrowings received - 300 300
Net cash flows from financing
activities 4,379 250 250
------------------------------------- ---------- ---------- ---------
Net increase / (decrease)
in cash and cash equivalents 135 (99) (671)
Translation differences (3) (10) 7
Cash and cash equivalents
at beginning of period 1,914 2,578 2,578
Cash and cash equivalents
at end of period 2,046 2,469 1,914
------------------------------------- ---------- ---------- ---------
Ten Alps plc consolidated statement
of changes in equity
For the six months ended 31
December 2015
Share Share Merger Preference Retained Total
capital premium reserve shares earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 1 July 2015 5,534 15,228 696 - (24,178) (2,720)
---------------------------- -------- -------- -------- ----------- --------- --------
Loss for the Period - - - - (354) (354)
Total comprehensive income - - - - (354) (354)
Shares issued 391 7,443 - 2,909 - 10,743
Balance at 31 December
2015 5,925 22,671 696 2,909 (24,532) 7,669
---------------------------- -------- -------- -------- ----------- --------- --------
Balance at 1 July 2014 5,534 15,228 696 - (22,854) (1,396)
---------------------------- -------- -------- -------- ----------- --------- --------
Loss for the Period - - - - (998) (998)
Total comprehensive income - - - - (998) (998)
Balance at 31 December
2014 5,534 15,228 696 - (23,852) (2,394)
---------------------------- -------- -------- -------- ----------- --------- --------
Balance at 1 July 2014 5,534 15,228 696 - (22,854) (1,396)
---------------------------- -------- -------- -------- ----------- --------- --------
Loss for the Period - - - (1,324) (1,324)
Total comprehensive income - - - - (1,324) (1,324)
Balance at 30 June 2015 5,534 15,228 696 - (24,178) (2,720)
---------------------------- -------- -------- -------- ----------- --------- --------
Notes to the consolidated financial statements
1) GENERAL INFORMATION
The condensed interim financial statements for the six months
ended 31 December 2015 were authorised for issue in accordance with
a resolution of the Board of Directors on 7 March 2016.
The Company is a public limited company incorporated in the
United Kingdom. The address of its registered office is 7 Exchange
Crescent, Conference Square, Edinburgh, EH3 8AN.
The Company is listed on the London Stock Exchange's AIM
Market.
These financial statements do not comprise statutory accounts
within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the six months ended 30 June 2015, which
were approved by the Board of Directors on 25 September 2015,
received an unqualified auditors' report and have been delivered to
the delivered to the Registrar of Companies. The interim financial
information contained in this report is unaudited.
2) BASIS OF PREPARATION
These condensed consolidated interim financial statements (the
interim financial statements) have been prepared in accordance with
the accounting policies adopted in the last annual financial
statements for the year to 30 June 2015.
3) SEGMENTAL INFORMATION
(MORE TO FOLLOW) Dow Jones Newswires
March 08, 2016 02:00 ET (07:00 GMT)
The operations of the group are managed in three principle
business divisions, TV, Publishing and Communicate Agency. These
divisions are the basis upon which the management reports its
primary segment information.
Unaudited Unaudited Audited
6 Months 6 Months 12 months
to to to
31-Dec 31-Dec 30-Jun
2015 2014 2015
Revenues by Business GBP'000 GBP'000 GBP'000
Division
---------------------- ---------- ---------- ----------
TV 7,778 4,247 10,013
Publishing 3,165 4,983 8,443
Communications 1,109 801 1,843
Other 32 140 168
----------------------- ---------- ---------- ----------
Total 12,084 10,171 20,467
----------------------- ---------- ---------- ----------
4) EARNINGS PER SHARE
6 months 6 months 12 months
to Dec to Dec to Jun
2015 2014 2015
Number
Number Number of
of Shares of Shares Shares
Weighted average number
of shares used in basic
earnings per share calculation 392,018,309 27,666,601* 27,666,601*
Dilutive effect of share
options - - -
------------------------------------ ------------ ------------ ------------
Weighted average number
of shares used in diluted
earnings per share calculation 392,018,309 27,666,601 27,666,601
------------------------------------ ------------ ------------ ------------
*Number of shares adjusted to reflect the 10 for
1 share consolidation which took place in July
2015
GBP'000 GBP'000 GBP'000
Loss for the period (354) (998) (1,324)
Amortisation of intangible
assets post deferred tax
impact 195 57 18
Restructuring costs 17 - 120
Gain on extinguishment of
debt (net of expenses) (333) - -
Adjusted profit for year
attributable to shareholders (475) (941) (1,186)
------------------------------------ ------------ ------------ ------------
Profit for year from discontinued
operations attributable
to shareholders - - -
------------------------------------ ------------ ------------ ------------
Continuing operations
Basic Earnings per Share (0.09)p (3.61)p (4.79)p
Diluted Earnings per Share (0.09)p (3.61)p (4.79)p
Adjusted Basic Earnings
per Share (0.12)p (3.40)p (4.29)p
Adjusted Diluted Earnings
per Share (0.12)p (3.40)p (4.29)p
5) SHARE CAPITAL
31 Dec 31 Dec 30 Jun
2015 2014 2014
Ordinary shares with a
nominal value of: 0.1p 2.0p 2.0p
Authorised:
Number Unlimited Unlimited Unlimited
Issued and fully paid:
Number 419,397,339 276,666,012 276,666,012
Nominal value (GBP'000) 419 5,534 5,534
Deferred shares with a
nominal value of 1.9p
Authorised, issued and
fully paid:
Number 276,666,012 - -
Nominal value (GBP'000) 5,506 - -
Preference shares with
a nominal value of 0.01p
Authorised, issued and
fully paid:
Number 2,908,631 - -
Paid up value (GBP'000) 2,909 - -
Number Share Share
Ordinary shares of shares Capital Premium
Details of share issues GBP'000 GBP'000
Balance as at 1 July 2015 276,666,012 5,534 15,228
Nominal value transferred
to deferred share capital - (5,506) -
Share consolidation (10
for 1) (248,999,411) - -
Share placing and subscription
for cash 225,000,000 225 4,275
Shares issued in lieu of
fees 26,516,660 26 504
Shares issued in debt conversion 140,214,078 140 2,664
Balance as at 31 December
2015 419,397,339 419 22,671
---------------------------------- -------------- -------- --------
Share
Deferred shares Number Capital
Details of share issues of shares GBP'000
Balance as at 1 July 2015 - -
Deferred shares arising
on sub-division of ordinary
shares 276,666,012 -
Nominal value transferred
from ordinary share capital - 5,506
Balance as at 31 December
2015 276,666,012 5,506
---------------------------------- -------------- --------
Preference
Share
Preference shares Number Capital
Details of share issues of shares GBP'000
Balance as at 1 July 2015 - -
Issue of preference shares
on debt conversion 2,908,631 2,909
Balance as at 31 December
2015 2,908,631 2,909
---------------------------- ---------- -------------
6) SHARE CAPITAL REORGANISATION
On 10 July 2015 the share capital of the Company was split with
each ordinary share which had a nominal value of 2 pence being
sub-divided and re-designated into one ordinary share of 0.01 pence
and one deferred share of 1.99 pence. Immediately after the
sub-division and re-designation, the ordinary shares were subject
to a 10 for 1 consolidation resulting in ordinary shares of the
Company with a nominal value of 0.1 pence each.
Following the Share Capital Reorganisation each Shareholder held
such number of ordinary shares as was equal to 10 per cent. of the
number of ordinary shares that he or she held immediately
beforehand, with a nominal value per ordinary share of 0.1
pence.
The deferred shares have very limited rights and are effectively
valueless. They have no voting rights and have no rights as to
dividends and only very limited rights on a return of capital. They
are not admitted to or listed on any stock exchange and are not
freely transferable.
JULY 2015 PLACING, SUBSCRIPTION, DEBT CONVERSION AND SHARES IN
LIEU OF FEES
The Placing
On 13 July 2015 the Company raised approximately GBP4.5m (before
expenses) through a placing of 173,900,000 of new ordinary shares
by N+1 Singer, as agent of the Company, at 2p per share.
The Subscription
In December 2014, the Company entered into a subscription
agreement with certain shareholders and Directors, including Peter
Bertram, Mark Wood, Nitil Patel and Tim Hoare to subscribe, at the
Company's option and discretion, for new ordinary Shares up to an
aggregate value of approximately GBP1m. The Company served written
notice to the parties of the subscription agreement and,
accordingly, resolved to issue to the Investors 51,100,000 new
ordinary shares at 2p per share.
Debt Conversion
On 13 July 2015 the Company converted a total of GBP2.80m of its
outstanding debt by way of the issue of the 140,214,078 new
ordinary shares at 2p per share.
In Lieu of Fees
On 13 July 2015 the Company, pursuant to the terms of engagement
with certain advisers and non-executive director agreements agreed
to issue 26,516,660 at 2p per share, in settlement for outstanding
fees.
7) PREFERENCE SHARES
On 13 July 2015 the Company also converted GBP2.909m of its
outstanding debt by way of the issue of convertible preference
shares of 0.1 pence each at GBP1 per share.
The principal terms of the preference shares are as follows:
a) They are convertible at 2.5 pence per ordinary share at the
holder's option (which would give rise to the issue of 116,345,240
new ordinary shares if the preference shares were completed in full
and no dividend had accrued);
b) They are redeemable at the Company's option on the date falling five years after their issue;
c) They have a dividend of 4.5 per cent. per annum (which
increases to 13.5 per cent. per annum if they are not converted or
redeemed within five years of their issue) which is payable on 31
July each year, or accrued and repayable when the preference shares
are converted or redeemed; and
d) They are freely transferable.
8) BUSINESS COMBINATIONS
Acquisition of Reef Television Limited
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