24 July 2012
Motive Television PLC announces that it has filed a petition with the First Instance Court of Barcelona to seek enforcement of the call option in respect of the shares of Motive Television, S.L. currently held by Banca Civica, S.A. (formerly CCAN).
In accordance with article 5.7 of the Shareholders Agreement dated 4 October 2010, either party to the Shareholders Agreement is entitled to purchase, at nominal value, the shares owned by the other shareholder if it incurs or is otherwise the subject of any event resulting in an indirect change of control of its share capital.
As described in the announcement of 31 May 2012, Motive had reached agreement in principle with Banca Civica S.A. over the acquisition of its 32.3 percent interest in Motive Television SL, subject to an internal review by the Bank. Motive waited for four weeks for this review to be completed but this did not happen.
On 14 June 2012 Motive was served with a change of control notice by Banca Civica, S.A. and therefore had to decide whether or not to exercise its rights under the Shareholders Agreement. On 3 July 2012, Motive announced that it had exercised its call option for the shares in Motive Television SL at nominal value in accordance with the Shareholders Agreement. On 16 July 2012, Motive announced receipt of a notice from Banca Civica S. A. of its intention to exercise its Put Option regarding these shares.
Motive has been advised by legal counsel in Spain and in the United Kingdom that it has a strong position regarding its rights to the shares referred to above and that the subsequent exercise of the CCAN Put Option is invalid.
The petition described above is intended to accomplish the material enforcement of the call option, as exercised by Motive, in the form of a sale and purchase agreement of the shares owned by Banca Civica, S.A., at nominal value. If the petition is granted, once the judgment is firm and final, the court would order the defendant to cause the transfer of the shares as agreed or the judge could otherwise execute the transfer deed directly with the same legal and economic consequences.
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).