New Banking Facilities and Extension of Loans
6 August 2010
Parallel Media Group Plc
("PMG" or the "Group")
New Banking Facilities
Extension of Loans
Issue of Shares
New Banking Facilities
The Company is pleased to announce that it has agreed new banking facilities
with Lloyds Banking Group Plc for up to £1.15 million, which replaces previous
facilities of £0.25m.
The increase in the banking facilities enables the repayment of €1,000,000 to
Trafalgar Capital; of which €500,000 is to be repaid immediately and the
outstanding balance of €500,000 is to be repaid in two tranches on or before 31
March 2011, together with any accrued interest thereon. As part of the
repayment agreement with Trafalgar Capital, the warrants over 12,250,000
ordinary shares of 001p each held by Trafalgar Capital, representing 1.15 per
cent. of the current issued share capital, will be re-priced to 0.4p.
The new facility is guaranteed by David Ciclitira, the Company's Chairman, in
consideration for which David Ciclitira has been granted a debenture over the
Company's assets and a call option over Parallel Media Group (Championships)
Limited, a wholly owned subsidary of PMG which holds the rights to the
Company's major sporting events. In addition, David Ciclitira will receive, for
the period of the guarantee, 5 per cent. per annum on the amount of the
guarantee.
Extension of Loans
Luna Trading Limited ("Luna"), a company related to David Ciclitira, has agreed
to extend its loan of £336,000 (the "Luna Loan") to 31 December 2012. Luna will
receive a payment equal to the aggregate of the interest to 31 December 2010 at
8 per cent. per annum and 10 per cent. of the principal (the "Extension
Payment"). The Extension Payment is payable in cash at the end of the period
or, subject to receiving shareholder approval and the granting of a waiver of
Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Waiver"), in shares
at 0.25p per share. Luna also has the right, subject to the granting of a Rule
9 Waiver to convert the principal into shares at 0.25p per share.
The agreement also includes the issue of 67,200,000 new ordinary shares of
0.01p each in the capital of the Company pursuant the exercise of an option,
the terms of which were agreed in October 2008 and set out in a circular to the
Group's shareholders at that time (the "Option Shares").
The agreement is on the same basis as the Loan Extension Agreement announced by
the Company on 30 June 2010.
The Company is also pleased to announce that, following the announcement on 30
June 2010, it has agreed terms for the extension and repayment for all the £
0.61m loans that were due for repayment on 1 July 2010. These loans will now be
repaid in various instalments, commencing immediately with the signing of the
new banking facilities and ending no later than 28 February 2011.
Issue of Shares
The Option Shares will rank pari passu with the existing ordinary shares in
issue and will represent 6.3 per cent., in aggregate, of the Enlarged Shares
Capital.
Application has been made for admission to trading on AIM for the Option Shares
and it is expected that trading in the Redemptions Shares will become effective
and dealings will commence at 8.00am on 11 August 2010.
Following this issue of shares, the Group will have an issued share capital of
1,066,023,664 ordinary shares of 0.1p each (the "Enlarged Share Capital"). As
the Group does not hold any ordinary shares in Treasury its total number of
voting rights equals its capital. This figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in the
Company under the FSA's Disclosure and Transparency Rules.
Following the issue of the Option Shares, the interests of David Ciclitira,
Chairman of the Group, will be as follows:
Name Number of New Total Percentage of Outstanding
Option Shares Interest in Enlarged Share Options
being issued Ordinary Shares Capital
David 67,200,000 427,277,844 40.1% 9,885,750
Ciclitira
Of David Ciclitira interest, 39,088,000 shares are held directly and the
remainder are held by Barclays Wealth Trustees Limited and Luna Trading
Limited.
The granting of a waiver of Rule 9 of the City Code on Takeovers and Mergers in
respect of the increase in David Ciclitira's holding was approved by the
Company's shareholders at the general meeting on 24 October 2008.
Related Party Transactions
As David Ciclitira is a director and substantial shareholder of the Company,
the debenture and call option entered into in respect of the new banking
facilities are deemed to be related party transactions.
As Luna is a party connected to David Ciclitira, the Chairman of PMG, the
extension of the Luna Loan is also deemed to be related party transactions.
Where a company whose shares are quoted on AIM enters into a related party
transaction, the directors independent to the transaction are required to
consider, having consulted with the Company's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as its shareholders are
concerned.
The Independent Directors, having consulted with Astaire, the Company's
nominated adviser, consider that the terms of each of the related party
transactions with the parties connected to David Ciclitira are fair and
reasonable insofar as Shareholders are concerned.
For more information please contact:
Stewart Mison / Martin Doherty Parallel Media Group Plc +44 (0) 20 7225 2000
Antony Legge / Luke Cairns / Astaire Securities Plc +44 (0) 20 7492 4750
Toby Gibbs
Alex Giacchetti Bishopsgate +44 (0) 20 7562 3350
Communications
www.parallelmediagroup.com