17 December 2012
Motive Television PLC
("Motive" or "the Company")
("Motive" or "the Company")
High Court of Justice Stays Proceedings by CCAN and awards costs to Motive
Motive Television plc is pleased to announce that on 14 December 2012 the Company succeeded in its application to the High Court to stay the action filed by CCAN 2005 Inversiones Societarias, S.C.R., S.A. (CCAN) to consider CCAN's claim regarding the Put Option held by CCAN over 32.3 percent of the shares of Motive Television S. L. In addition, Motive was awarded £27,000 of costs of the application.
The basis of the decision was that the Spanish Courts were already dealing with a related claim by Motive against CCAN, the outcome of which could have a significant bearing on the case. On 24 July 2012, Motive announced that it had filed a petition with the First Instance Court of Barcelona to seek enforcement of its call option in respect of the shares of Motive Television, S.L. currently held by Banca Civica, S.A. (formerly CCAN).
A preliminary hearing in the Spanish legal action is scheduled in February 2013, and Motive has been informed by its legal advisors in Spain that a trial on that action might not be expected to occur earlier than 6 to 9 months thereafter, i.e., 4th Quarter 2013.
As previously announced, on 14 June 2012 Motive was served with a change of control notice by Banca Civica, S.A. On 3 July 2012, Motive announced that it had exercised its call option under the Motive Television S.L. Shareholders Agreement with CCAN to purchase the shares in Motive Television SL at nominal value (approximately €70,116) in accordance with the article 5.7 of 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 same shares for €2.1 million.
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.
Motive has been advised by legal counsel in Spain 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.
Leonard M Fertig, Motive CEO, commented,
"This decision by the High Court is particularly important as the dispute will now first be addressed in Spain as a single interrelated case. The Directors believe that the overall risk to Motive has been reduced significantly as we are advised by our legal counsel in Spain that the Spanish Court is highly likely to conclude that Motive has the right to acquire the shares as provided in the Shareholders agreement."
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
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).