Motive, the digital television, technology, software and services provider, announces that it is proposing to effect a capital reorganisation which will result in a reduction in the nominal value of its ordinary share capital and, by way of a consolidation, an increase in the price of the Company's ordinary share capital. A notice convening a General Meeting to be held at the offices of Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7EL at 11am on 14 June 2012 has been despatched to shareholders today.
The Company's existing ordinary shares of 0.1p each ("Existing Ordinary Shares") have, at times, traded at a price that is less than the nominal value of such shares. The issue of shares at a price which is less than the current nominal value of the Existing Ordinary Shares is prohibited at law. The Directors consider it prudent to implement a reorganisation of the share capital whereby the market price becomes significantly higher than the nominal value.
Accordingly, it is proposed to:
1. sub-divide each existing deferred share of 0.1p each (Existing Deferred Shares") into 10 new deferred shares of 0.09p each ("New Deferred Shares");
2. sub-divide and convert each Existing Ordinary Share into one ordinary share of 0.01p each in the capital of the Company and one New Deferred Share; and
3. consolidate every one hundred ordinary shares of 0.01p each in the capital of the Company into one new ordinary share of 1p each ("New Ordinary Shares").
(together "the Capital Reorganisation").
The New Ordinary Shares will have the same rights (including as to voting, dividends and return of capital) as the Existing Ordinary Shares. The rights attaching to the New Deferred Shares will be identical to those attaching to the Existing Deferred Shares, are set out in the articles of association of the Company and are minimal. The New Deferred Shares are effectively valueless as they will not carry any rights to vote or dividend rights and they will only be entitled to a payment on a return of capital or on a winding up of the Company after each New Ordinary Share has received a payment of £1,000,000. The New Deferred Shares will not be listed or traded on AIM and will not be transferable without the written consent of the Company. No certificates will be issued in respect of the New Deferred Shares.
After the Capital Reorganisation, the Board intend to effect a buyback (for nil consideration) and cancellation of all New Deferred Shares.
Following the Capital Reorganisation, all holders of certificated shares will receive new share certificates due to the new par value of the New Ordinary Shares. These certificates will be despatched at the risk of shareholders by first-class post or (if applicable) by airmail.
A notice of General Meeting, being despatched to Shareholders today, contains resolutions to give effect inter alia to the proposed Capital Reorganisation, which are conditional on the passing of the Resolutions.
It is expected that trading in the Company's 31,253,454 New Ordinary Shares will commence on 15 June 2012 with the ISIN GB00B7JN93.
Motive Television plc
Michael Pilsworth, Executive Chairman
Leonard M. Fertig, Chief Executive Officer
T: 020 7025 8425
Merchant Securities (Nominated Adviser)
Simon Clements / Virginia Bull
T: 020 7628 2200
XCAP Securities (Broker)
Jon Bellis / John Grant
T: 020 7101 7070
Nicholas Nelson/Madeline Douglas
T: 020 7367 5100
T: +44 7774 860011
Notes to Editors
Motive Television provides digital television technology and services globally, enabling Television Anytime Anywhere. The market is driven by heightened consumer demand coupled with the mandatory switchover from analogue to digital broadcasting that, as mandated by the International Telecommunication Union, will come into full effect by 2015.
Motive Television provides broadcasters and platform operators with new sources of income and business models via its technologies:
Television Anytime is a technology that permits and enables broadcasters and platform operators to offer enhanced broadcasting services without the need for the Internet. Broadcasters can earn additional income through these services, including Catch-Up TV, Virtual Channels, Video-on-Demand and Targeted Advertising. Television Anytime is currently in commercial operation in Italy and successful tests have been carried out in the Czech Republic and Hungary.
Television Anywhere is an advanced place-changing television technology that allows a viewer to interact, control and watch their Internet-connected home television from a computer, mobile phone, iPad or any other Internet connected device. Television Anywhere is software orientated, does not require an additional box, and can be updated via software upgrades. US patent pending.
Motive's content division is:
Motive Television Limited, a Dublin-based award-winning independent production company that produces factual programmes for Irish broadcasters. It specializes in live sports production and sports documentaries and also produces factual and entertainment series.
Motive Television was founded in London in 2005 and its shares are quoted on the London Stock Exchange (AIM).