03 July 2012
Motive Television plc is pleased to announce that it has notified CCAN 2005 Inversiones Societarias, S.C.R., S.A. De Regimen Simplificado ("CCAN") that based on the indirect change of control contemplated in clause 5.7 of the shareholders agreement dated 4 October 2010, which was executed at the time of completion of the reverse takeover of Adecq Digital SL, Motive has exercised its right to purchase CCAN's ownership in Motive Television SL at nominal value of €0.10 per share. CCAN's ownership of 701,160 shares in Motive Television SL represents a cost at €0.10 per share of €70,116 to Motive. This action was triggered by a notice of merger of CCAN into La Caixa Bank received by Motive last week.
The Company sought advice from its legal advisers in both the UK and Spain prior to issuing this notice. The board expects to be able to announce completion of the process in the near future.
Once completed, the purchase of these shares, representing 32.3 percent of the Spanish subsidiary, will bring Motive's ownership of Motive Television SL and its Television Anytime technology to 100% and will supersede the validity of the Put and Call Agreement discussed in the earlier announcements of 15 April and 31 May.
Under the terms of the put and call option agreement, the Company granted CCAN a put option to require the Company to purchase the whole of CCAN's retained shareholding in Motive Television S.L., representing the remaining 32.3 per cent. of the company's issued share capital, at any time after the 18 month anniversary of completion of the acquisition for an exercise price of €2,100,000. In addition, CCAN granted the Company a call option for the same holding which was exercisable at any time following completion of the acquisition.
Leonard M Fertig, CEO of Motive, commented:
"The opportunity to acquire the remaining third of our IPR assets for €70,000 is an excellent result for Motive, as this stake was valued at €2.1 million at the time of the reverse takeover of Adecq Digital SL. Additionally, the removal of the Put eliminates the uncertainty regarding the disposition of this stake.
"This step, together with the announcement yesterday about completion of the CME contract, poise the Company in a position of rapid growth in its business and in shareholder value."
The acquisition of these shares will be financed by the utilisation of an Equity Line Facility ("ELF") of up to £2 million with Dutchess Opportunity Cayman Fund Ltd ("Dutchess"). The ELF has been arranged by First Columbus LLP ("First Columbus"), Dutchess's joint venture partner in the UK and the Company's joint broker.
The ELF provides the Company ongoing access to capital if needed as it enables the Company, subject to the terms and conditions of the agreement governing the ELF, to obtain funding from Dutchess by way of subscription for new Ordinary Shares in the Company.
Under the terms of the ELF, the Company may draw down tranches on the date on which the Company submits a put notice pursuant to the agreement ("Put Date")(entirely at its own discretion) of either: (a) 400% of the average daily volume multiplied by the average of the 3 daily closing prices immediately prior to the Put Date; (b) 2.99% of the total number of Ordinary Shares in issue on the relevant Put Date; (c) £50,000; or(d) such other amount which is mutually agreed.
The Company has the sole ability to specify a minimum acceptable price at which shares can be sold.
The price at which the Company will issue shares to Dutchess will be 94 per cent. of the lowest of the daily volume weighted average price of the shares during the 10 consecutive trading days after the Put Date.
The Commitment Fee for the facility will be paid with £20,000 in Ordinary Shares of the Company, plus warrants to purchase £20,000 of Ordinary Shares priced at 65% premiumto the closing market price on 29 June 2012, being 0.01378p.
An application will be made to AIM for the 20,000,000 Ordinary Shares to be admitted to trading. Admission to AIM and dealing in the shares is expected to commence on 9 July 2012. Following admission, the Company will have 3,145,345,353 Ordinary Shares in issue and admitted to trading on AIM.
Motive Television plc
Michael Pilsworth, Chairman
Leonard M. Fertig, CEO
T: +44 20 7025 8425
Merchant Securities (Nominated Adviser)
Simon Clements / Virginia Bull
T: +44 20 7628 2200
XCAP Securities (Joint Broker)
T: +44 20 7101 7070
First Columbus LLP (Joint Broker)
Chris Crawford/Kelly Gardiner
T: +44 20 3002 2070
Nicholas Nelson/ Madeline Douglas
T: +44 20 7367 5100
Chris Plunkett / Mike Smargiassi
T: +1 212 986 6667
T: +44 7774 860011
Notes to Editors
Motive Television provides software and services to the global television industry, enabling Television Anytime Anywhere. Motive's patented and proprietary technology platform responds to the heightened viewer demand for watching what they want, when they want, on whatever device they want; and is driven by the mandatory switchover from analogue to digital broadcasting as mandated by the International Telecommunication Union.
Motive Television provides broadcasters and pay television operators with enabling technology that provides opportunities to deliver highly-valued services to viewers that generate additional income and retain existing subscribers, comprising:
Television Anytime. A technology platform that enables digital broadcasters and pay television operators to offer enhanced broadcasting services with or without the need for an Internet connection. These services, include, among others, Video-on-Demand, Catch-Up TV, Virtual Channels, Sneak Preview TV, and Targeted Advertising. Television Anytime is currently in commercial operation in Europe both in digital terrestrial (DTT) and soon in satellite (DTH) environments. Patented in Spain and patent pending in the EU.
Television Anywhere. An advanced multi-screen multi-channel technology that allows a viewer to control and watch all the content received by or recorded in their main home television equipment on any computer, mobile phone, iPad or any other Internet connected device. Television Anywhere is software-based and can be updated via software upgrades on existing STB. 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).