02 January 2013
MOTIVE TELEVISION PLC
("Motive" or the "Company")
("Motive" or the "Company")
Loan Agreement with U.S. Strategic Financial Investor TCA Global Master Fund LLP ("TCA")
The Company is pleased to announce today that it has entered into a loan agreement for £500,000 ("Loan Agreement") arranged by Plumtree Capital with US strategic financial investor TCA ("Lender") ("Loan"). The Company has drawn down the full amount.
The Loan is repayable by 12 monthly instalments in cash or in shares at the Company's option and, if in shares, then pursuant to a Committed Equity Facility also entered into with the Lender today, further details of which are set out below.
Michael Pilsworth, Executive Chairman of Motive, commented:
"We are pleased to enter into the Loan Agreement and Committed Equity Facility. These facilities provide the Company with efficient and flexible funding of our working capital requirements for the roll out of Motive's technology and will maximize shareholder value."
The Loan is unsecured, bears interest at a rate of 12% per annum and may be repaid without penalty. There is also a facility fee of 2% payable in cash to the Lender which is payable over the next 12 months.
The Committed Equity Facility provides for the Lender to subscribe for up to £5 million of ordinary shares of the Company over a term of three years. The timing and amount of advances under the Committed Equity Facility are at the Company's discretion. Shares subscribed for by TCA under the Committed Equity Facility are priced at 95% of the prevailing market price during a 5-day pricing period immediately following an advance notice. The proceeds of any shares issued pursuant to the Committed Equity Facility are to be applied first towards any sums outstanding under the Loan Agreement and then for the general corporate purposes of the Company.
In connection with the Loan Agreement and the Committed Equity Facility there is an Investment Banking Services fee of £50,000 payable in shares to the Lender within 15 trading days of today and a further £50,000 payable in shares within 12 months of today. Such shares shall be issued at the volume weighted average price on the day immediately preceding their issue. The Lender has entered into an orderly markets undertaking with the Company under which the disposal of such shares is regulated.
Motive Television plc
Michael Pilsworth, Executive Chairman
Leonard M. Fertig, CEO T: +44 20 7025 8425
Merchant Securities Limited (Nominated Adviser) T: +44 20 7628 2200
Simon Clements / Virginia Bull
XCAP Securities (Joint Broker) T: +44 20 7101 7070
Plumtree Capital (Financial Advisor) T: +44 20 7183 2493
Newgate Communications (Financial PR) T: +44 20 7680 6559
Jason Nissé T: +44 7769 688618
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).