("MediaZest", the "Company" or "Group"; AIM: MDZ)
Trading update and proposed placing
MediaZest, the creative digital out-of-home advertising company, is pleased to
update shareholders on current trading and to elaborate further on its
announcement dated 10 April 2013. In addition, as a consequence of business
progress in the financial year ending 31 March 2014 and in order to pay down
debt, the Company is also pleased to announce a proposed placing to raise up to
£358,000 before expenses through the issue of up to 143,200,000 shares at
per share, a premium of 35.1per cent.to the share price at the close of
business on 18 June 2013.
As announced on 10 April 2013, the Company has won a significant global
contract that is expected to deliver revenues in excess of £1 million over the
next 18 months. The client, a constituent of the Consumer Staple sector of the
S&P 500 index, has contracted with the Company through one of the world's
biggest advertising agency groups. Given the size and international profile of
the project, the Company has agreed to maintain ongoing confidentiality until
the campaign is launched to the public. The Company expects to be able to
provide more information at the time of the launch, later this calendar year.
The Board believes this contract offers significant future business
opportunities for the Company. Meaningful revenues have already been booked,
and payment received, in respect of work performed by the Company through its
engagement to deliver this project.
In respect of other business, the Company announced in its interim report
released in December 2012 the award of a large project thatwas anticipated to
generate revenues in excess of £400,000. This was originally scheduled for
delivery in Q3 2012 but is now expected to fall in its entirety into the
current financial year (ending 31 March 2014).
Both of these substantial contracts give the Company a strong business base for
this financial year.
HMV went into in administration in January 2013 and had been a long standing
and valued client of the Company for many years. The Board had been monitoring
the Company's financial exposure to HMV for some time and its failure left the
Company with a bad debt of £27,000. However, the Board has worked hard to
maintain good relationships during a difficult period for this client and
consequently the Company is currently receiving ongoing business from the new
ownership of HMV and hopes to increase this over time, to the extent that
anticipated future revenue should more than cover the aforementioned write-off.
From a cost perspective, the Company is no longer tied into an expensive lease
agreement in respect of its Farnham premises. This has enabled it to explore
far more cost effective options which it expects to consummate in the near
Given the loss of business from HMV in the last quarter of the financial year
ended 31 March 2013, and in the context of difficult trading conditions during
those 12 months, the ancillary costs of financing and lease reparations, the
Board expects those full year results to be similar to those of the prior year.
However, the Company has continued to develop and gain business from both
existing and new clients, in addition to the two large contracts already
highlighted. Clients such as Fiat, JD Sport, Samsung and O2continue to conduct
meaningful business with the Company and when the recurring contractual
business earned from an array of customers is factored in, the Company has
embarked upon the 2013/14 financial year in a strong commercial position.
The Company is pleased to announce that it is proposing to raise up to
before expenses through a conditional placing of up to 143,200,000 new ordinary
shares (the "Placing Shares") with institutional and other investors at a price
of 0.25p per Placing Share (the "Placing Price") (the "Placing"). The Placing
Price represents a premium of 35.1 per cent. to the closing price on 18 June
2013. The Company has received irrevocable commitments from new and existing
shareholders to subscribe for 136,800,000 Placing Shares. In addition, it has
received expressions of interest to subscribe on the same terms from Lance
O'Neill, the Company's Chairman, in respect of a further 2,000,000 Placing
Shares and from two directors of the Company's subsidiary company in respect of
an aggregate of a further 4,400,000 Placing Shares.
The Placing Shares will represent approximately 23.1 per cent. of the enlarged
issued share capital of the Company.
Use of proceeds
Of the Placing, £50,000 is being raised by way of conversion of loan interest
due to City and Claremont Capital Assets Ltd. The net cash proceeds of the
Placing are expected to amount to approximately £284,000, of which £200,000
will be used to pay down a portion of the Company's existing debt (as explained
below) in order to reduce the Company's financing costs and to strengthen the
balance sheet. The balance will be applied for working capital purposes.
Related party transactions
City and Claremont Capital Assets Ltd ("C&C"), a related party by virtue of
being a substantial shareholder of the Company as defined in the AIM Rules, is
subscribing for 20 million Placing Shares in the Placing through the conversion
of £50,000 of the Company's existing loan interest indebtedness to it. In
addition, the Company will apply £160,000 of the net proceeds of the Placing
further reduce its loan principal indebtedness to C&C ("the C&C Transaction").
Lance O'Neill, the Company's Chairman, is one of two directors on the board of
EP&F Capital plc ("EP&F") which is to be repaid £40,000 of the Company's
existing indebtedness to it fromthe net proceeds of the Placing(the "EP&F
Transaction"). EP&F is also deemed to be a related party under the AIM Rules.
The C&C Transaction and the EP&F Transaction are deemed to constitute related
party transactions under the AIM Rules. The Directors of the Company, other
than Lance O'Neill in relation to the EP&F Transaction, consider, having
consulted with Northland Capital Partners Limited, the Company's Nominated
Adviser, that the terms of the C&C Transaction and the EP&F Transaction are
fair and reasonable so far as the shareholders of the Company are concerned.
Notice of General Meeting
The Placing is conditional, inter alia, on the approval of the Company's
shareholders and admission of the Placing Shares to trading on AIM. A circular
containing a notice of the General Meeting is today being sent to the Company's
shareholders with details of the Placing and seeking the approval of
shareholdersfor the issue of the Placing Shares. The General Meeting will be
held at the offices of Nabarro LLP atLacon House, 84 Theobald's Road, London
WC1X 8RWat10.00am on 5 July 2013. A copy of the circular will be available on
the Company's website: www.mediazest.com
The Placing Shares will be issued credited as fully paid and will rank
paripassuin all respects with the existing ordinary shares, including the right
to receive all dividends and other distributions declared on or after the date
on which they are issued.
Lance O'Neill, MediaZest Chairman, commented: "The Board is pleased with the
level of commitment exhibited by both current and new investors. The savings on
financing costs from paying down part of the existing debt will reduce the
Company's cost base as well as strengthen the Company's balance sheet. The
transformational contract win announced in April will propel the Company into
an exciting growth phase and give the Company a much enhanced international
Chief Executive Officer
MediaZestPlc 020 7724 5680
Gavin Burnell / Edward Hutton
Northland Capital Partners Limited 020 7796 8800
Claire Noyce / William Lynne
Hybridan LLP 020 7947 4350
Notes to Editors:
MediaZest is a creative media agency that specialises in providing innovative
out-of-home marketing solutions to leading retailers, brand owners and
corporations, but also works in the public sector in both the NHS and Education
markets. The Group supplies an integrated service from content creation and
system design to installation, technical support and maintenance. MediaZest was
admitted to the London Stock Exchange's AIM market in February 2005. For more
information, please visit www.mediazest.com
-0- Jun/19/2013 06:11 GMT
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