PROGRESSIVE DIGITAL MEDIA GROUP PLC 
By 5 April 2012
Progressive Digital Media Group plc ("PDMG" or the "Company or the "Group") Proposed Placing to raise £20 million, Capitalisation of Shareholder Loan and Debt Set-off and Notice of General Meeting
Progressive Digital Media Group plc, a content driven media
company producing premium business information, research
services and marketing solutions, today announces that it has
raised £20 million before expenses through a placing of
Ordinary shares by Singer Capital Markets Limited (the
"Placing").
The Directors intend that the net proceeds will be used to
fund growth opportunities and in particular to finance
complementary acquisitions in the Business Information Market
in the near term as well as funding a partial repayment of
the Company's borrowings.
The Directors believe that the business is well placed to
deliver long term growth as PDMG starts to realise the
anticipated benefits from investments in its Business
Information products, digital platforms and sales
infrastructure. Additionally, the Board sees significant
opportunities for growth through the acquisition of
businesses which not only complement the Company's
proposition but also offer real, quantifiable and deliverable
synergy benefits. If approved, the Placing will provide PDMG
with the financial resources needed to accelerate growth
through acquisition.
Placing will be effected by the issue of 111,111,111 new
ordinary shares of 0.01 pence each (the "Placing Shares")
have been conditionally placed with new institutional
investors at a price of 18 pence per Placing Share, a premium
of 7.46% to the closing price of 16.75 pence on 4 April
2012.
Simultaneously with the Placing, Michael Danson, Executive
Chairman and 83.89% shareholder in the Company, has entered
into the Capitalisation Agreement to convert £8 million of a
non-interest bearing loan of £9,768,871 into 44,444,444
Ordinary Shares at the Placing Price (the "Capitalisation").
Following the Placing and the Capitalisation, Michael
Danson's shareholding in the Company will be 67.72%.
The Placing and the Capitalisation are conditional on
shareholder approval. Michael Danson, Chairman of the Company
said:
"Progressive Digital Media is building a high quality global
business platform and today's proposed placing, along with
the capitalisation, will enable the Company to accelerate its
strategy of increasing its presence in profitable, high
growth global markets via subscription based content."
A circular containing a Notice of General Meeting of the
Group (the "Circular"), convened for
10:05 am on 27 April 2012, has today been sent to
Shareholders of the Company outlining the terms of the
Placing and Capitalisation and seeking Shareholder approval
to, inter alia, enable the Directors to allot the New
Ordinary Shares in connection with the Placing and the
Capitalisation.
For further information please contact:
Mike Danson, Chairman
Mark Meek, CEO
James Maxwell/ Jonathan Marren
Nick Donovan
Nick Lyon
DISCLAIMER
Singer Capital Markets Limited, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as nominated adviser and broker to the
Company in connection with the matters described in this
announcement. Persons receiving this announcement should note
that Singer Capital Markets Limited will not be responsible
to anyone other than the Group for providing the protections
afforded to clients of Singer Capital Markets Limited or for
advising any other person on the arrangements described in
this announcement. Singer Capital Markets Limited has not
authorised the contents of, or any part of, this announcement
and no liability whatsoever is accepted by Singer Capital
Markets Limited for the accuracy of any information or
opinions contained in this announcement or for the omission
of any information.
The Placing Shares will not be registered under the United
States Securities Act of 1933 (as amended) or under the
securities laws of any state of the United States or qualify
for distribution under any of the relevant securities laws of
Canada, Australia or Japan nor has any prospectus in relation
to the New Ordinary Shares been lodged with or registered by
the Australian Securities and Investments Commission.
Accordingly, subject to certain exceptions, the New Ordinary
Shares may not be, directly or indirectly, offered, sold,
taken up, delivered or transferred in or into the United
States, Canada, Australia or Japan. This announcement is
directed and issued only to the shareholders of PDMG and
their representatives and shall not be distributed to or used
by any other person. Overseas shareholders and any person
(including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward this
announcement to a jurisdiction outside the United Kingdom
should seek appropriate advice before taking any action.
Your Board is pleased to inform you that the Company has
today announced that it has conditionally raised £20 million
(gross of expenses) to fund near term acquisitions and to
reduce the Company's borrowings. The fundraising will be
effected through a Placing of
111,111,111 New Ordinary Shares at a price of 18 pence per
share, a premium of approximately 7.46 per cent. to the
closing price of 16.75 pence on 4 April 2012. The Placing is
subject to certain conditions, as set out in paragraph 4
below, including shareholder
approval through the passing of the Resolutions at the
General Meeting to be held on 27 April
2012. The General Meeting will immediately follow the
Company's annual general meeting which is being held at
10.00 am.
Simultaneously with the Placing, Michael Danson, Executive
Chairman and 83.89% shareholder in the Company, has entered
into the Capitalisation Agreement to convert £8 million of a
non-interest bearing loan of £9,768,871 owed to Michael
Danson by certain members of the Group into 44,444,444
Ordinary Shares at the Placing Price. Following the
Placing and the Capitalisation, Michael Danson's shareholding
in the Company will be
67.72%.
We believe that the business is well placed to deliver long term growth as we start to realise the anticipated benefits from our investment in our Business Information products, our digital platforms and sales infrastructure. Additionally, we see significant opportunities for growth though the acquisition of businesses which not only complement our proposition but also offer real, quantifiable and deliverable synergy benefits. If approved, the Placing will provide PDMG with the financial resources needed to accelerate growth through acquisition.
3. Current trading and prospects
On 6 March 2011 the Company published its Preliminary results
for the year ended 31
December 2011. Since then, the Company has traded in line
with the Board's expectations.
The Company has conditionally raised approximately £19.1
million (net of expenses) through the issue of the Placing
Shares at the Placing Price, which represents a premium of
7.46 per cent. to the closing middle market price of 16.75p
per Existing Ordinary Share on 4 April 2012, being the latest
Dealing Day prior to the publication of the Circular. The
Placing Shares will represent
20.88 per cent. of the Company's issued ordinary share
capital immediately following
Admission.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Singer
Capital Markets has conditionally agreed to use its
reasonable endeavours, as agent for the Company, to place the
Placing Shares with certain institutional and other
investors. The Placing has not been underwritten by Singer
Capital Markets. The Placing Agreement is conditional upon,
inter alia, the Resolutions being duly passed at the General
Meeting and Admission becoming effective on or before 8.00
a.m. on 30 April 2012 (or such later time and/or date as the
Company and Singer Capital Markets may agree, but in any
event by no later than 8.00 a.m. on 14 May 2012).
The Placing Agreement contains warranties from the Company in
favour of Singer Capital Markets in relation to, inter alia,
the accuracy of the information in the Circular and other
matters relating to the Group and its business. In addition,
the Company has agreed to indemnify Singer Capital Markets in
relation to certain liabilities it may incur in respect of
the Placing. Singer Capital Markets has the right to
terminate the Placing Agreement in certain circumstances
prior to Admission, in particular, in the event of a material
breach of the warranties given to Singer Capital Markets in
the Placing Agreement, the failure of the Company to comply
in any material respect with its obligations under the
Placing Agreement, the occurrence of a force majeure event or
a material adverse change affecting the condition, or the
earnings or business affairs or prospects of the Group as a
whole, whether or not arising in the usual course of
business.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective on 30 April
2012.
The New Ordinary Shares will, when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the
right to receive dividends and other distributions declared
following Admission.
The Directors intend that the net proceeds of the Placing of £19.1 million will be used as follows:
i. | £15.1 million | to fund growth opportunities and in particular to finance |
complementary acquisitions in the Business Information Market in | ||
ii. | £4 million | the near term; and to fund repayment of the Company's borrowings. |
Under the terms of the Capitalisation Agreement, conditional
on the Placing, Michael Danson has agreed to convert £8
million of a non-interest bearing loan of £9,768,871 made to
members of the Group into 44,444,444 Ordinary Shares at the
Placing Price. Following the Placing, this will result in Mr
Danson's shareholding in the Company decreasing to
67.72%.
In addition, under the Capitalisation Agreement, conditional
on the Placing, Mr Danson and certain members of the Group
have agreed that the remaining £1,768,871 of the Shareholder
Loan not capitalised pursuant to the Capitalisation shall be
set off against an equivalent amount owed by WMI (a company
wholly owned by Mr Danson) to the Group. The Debt Set- offs
will have no impact on the Group's financial position or
results of operations.
As a result of Michael Danson's existing 83.89% shareholding
and his position as Executive Chairman of the Company, the
Capitalisation and the Debt Set-offs are Related Party
Transactions under the AIM Rules. Having consulted with the
Company's Nominated Advisor Singer Capital Markets, the
Independent Directors are of the opinion that the
Capitalisation and the Debt Set-offs are fair and reasonable
and in the best interests of the Company and its Shareholders
as a whole.
The Directors are of the opinion that the Placing, and the
passing of the Resolutions, are in the best interests of the
Company and its Shareholders as a whole and, accordingly,
recommend unanimously that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting as they
intend to do so in respect of their beneficial holdings
amounting, in aggregate, to 322,043,020 Existing Ordinary
Shares, representing approximately 85.54 per cent. of the
existing issued ordinary share capital of the Company.
The Independent Directors, having consulted with the
Company's Nominated Advisor Singer Capital Markets, are of
the opinion that the Capitalisation and the Debt Set-offs are
fair and reasonable and in the best interests of the Company
and its Shareholders as a whole.
Michael Danson has indicated to the Board that he intends to
vote in favour of the Resolutions in respect of his
beneficial holdings, amounting to in aggregate 315,853,181
Ordinary Shares, representing approximately 83.89 per cent.
of the Company's Existing Ordinary Shares.
Placing Price | 18p |
Number of Existing Ordinary Shares | 376,492,131 |
Number of New Ordinary Shares being issued by the Company pursuant to the Placing | 111,111,111 |
Number of New Ordinary Shares being issued by the Company pursuant to the Capitalisation | 44,444,444 |
Number of Ordinary Shares in issue following Admission | 532,047,686 |
Percentage of the existing issued ordinary share capital of the Company being issued pursuant to the Placing and the | 41.32% |
Capitalisation
Total proceeds of the Placing £20 million
Estimated expenses of the Placing £0.9 million
Estimated net proceeds of the Placing receivable by the
Company
£19.1 million
2012 | |
Publication of the Circular | 5 April |
Latest time and date for receipt of Form of Proxy | 10.05 am on 25 April |
General Meeting | 10.05 am on 27 April |
Admission and dealings in the New Ordinary Shares expected to commence on AIM | 8.00 a.m. on 30 April |
Where applicable, expected date for CREST accounts to credited in respect of Placing Shares in uncertificated form | 30 April |
Where applicable, expected date for despatch of definitive share certificates for Placing Shares in certificated form | by 7 May |
The following definitions apply throughout the Circular and this announcement unless the context otherwise requires:
"Act" | the Companies Act 2006 (as amended) |
"Admission" | admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
"AIM" | the AIM Market operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange from time to time |
"Capitalisation" | the conditional capitalisation of £8,000,000 of the Shareholder Loan by way of the subscription by Michael Danson of the Capitalisation Shares at the Placing Price and the repayment by certain members of the Group of £8,000,000 of the Shareholder Loan, further details of which are set out in the Circular |
"Capitalisation Agreement" | the agreement between Michael Danson, the Company, certain other members of the Group and WMI relating to the Capitalisation and the Debt Set-offs |
"Capitalisation Shares" the 44,444,444 new Ordinary
Shares which are the subject of the
Capitalisation
"certificated form" or "in certificated
form"
an Ordinary Share recorded on a company's share register
as being held in certificated form (namely, not in CREST)
"Closing Price" the mid market closing price per
Ordinary Share of 16.75 pence on 4 April
2012
"Company" or "PDMG" Progressive Digital
Media Group plc, a company incorporated and registered in
England and Wales under the Act with registered number
03925319
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which Euroclear is the
operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (S.I. 2001 No. 3655) "Dealing Day"
a day on which the London Stock Exchange is open for business
in London
"Debt Set-offs" the conditional set-off of
£1,768,871 of debt owed to certain Group companies by WMI
against £1,768,871 of the Shareholder Loan remaining after
the Capitalisation, further details of which are set out in
the Circular
"Directors" or "Board" the directors of
the Company whose names are set out on page 4 of the
Circular, or any duly authorised committee thereof
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Existing Ordinary Shares" the 376,492,131 Ordinary
Shares in issue at the date of this announcement, all of
which are admitted to trading on AIM
"Form of Proxy" the pink form of proxy for use in
connection with the General Meeting which accompanies the
Circular
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the
Company to be held at John Carpenter House, John
Carpenter Street, London EC4Y 0AN at 10.05 a.m. on 27 April
2012
"Group" the Company, its subsidiaries and its
subsidiary undertakings
"Independent Directors" the Directors other than
Michael Danson
"London Stock Exchange" London Stock Exchange
plc
"New Ordinary Shares" together, the Placing Shares
and the Capitalisation Shares
"Notice of General
Meeting"
the notice convening the General Meeting which is set out in
the Circular
"Ordinary Shares" ordinary shares of 0.01 pence
each in the capital of the Company
"Placing" the conditional placing of the Placing
Shares by Singer Capital Markets, as agent on behalf of the
Company, pursuant to the Placing Agreement, further details
of which are set out in the Circular
"Placing Agreement" the conditional agreement dated
5 April 2012 and made between Singer Capital Markets and the
Company in relation to the Placing, further details of which
are set out in the Circular
"Placing Price" 18 pence per Placing Share
"Placing Shares" the 111,111,111 new Ordinary
Shares which are the subject of the Placing
"Proposals" together, the Placing, the
Capitalisation, the Debt Set-offs and Admission
"Prospectus Rules" the prospectus rules made by the
FSA pursuant to section 73A of the FSMA
"Resolutions" the resolutions set out in the Notice
of General Meeting
"Shareholder Loan" the non-interest bearing loan of
£9,768,871 owed by members of the Group to Michael Danson
pursuant to loan notes dated 5 November 2008 and 27
November 2009 "Shareholders" holders of Ordinary
Shares
"Singer Capital Markets" Singer Capital Markets
Limited, the Company's nominated adviser and broker
"UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States
of America, each State thereof, its territories and
possessions (including the District of Columbia) and all
other areas subject to its jurisdiction
"uncertificated" or "in uncertificated
form"
an Ordinary Share recorded on a company's share register
as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred
by means of CREST
"WMI" World Marketing Intelligence Limited
(registered in England and Wales under number 02676810),
which is wholly owned by Michael Danson
|
distributed by
| This press release was issued by Progressive Digital Media Group plc and was initially posted at http://www.progressivedigitalmedia.com/docs/Proposed_Placing_Anouncement.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-05 10:20:25 AM. The issuer is solely responsible for the accuracy of the information contained therein. |
