Directors' Subscription
MILESTONE GROUP PLC
("Milestone" or the "Company)
DIRECTORS' SUBSCRIPTION
UPDATE ON STRATEGY
ISSUE OF WARRANTS
NOTICE OF AGM
DIRECTORS' SUBSCRIPTION
AIM listed Milestone announces a small subscription to raise £19,726
(before expenses) through the issue of 1,095,889 new Ordinary Shares
in the capital of the Company at a subscription price of 1.8p per
share to its two directors (collectively the "Directors'
Subscription").
Under the terms of the Directors' Subscription the following new
Ordinary Shares will be issued to members of the Company's board of
Directors ("Directors"):
+-------------------------------------------------------------------+
| Director and title | Number of new | Subscription value |
| | Milestone Ordinary | |
| | Shares of 0.1p to | |
| | be issued | |
|-------------------------+--------------------+--------------------|
| Deborah White, | 555,556 | £10,000 |
| Executive Director | | |
|-------------------------+--------------------+--------------------|
| John Sanderson, | 540,333* | £9,726 |
| Non-Executive Chairman | | |
+-------------------------------------------------------------------+
*Shares to be issued to JFWS Limited, a company ultimately controlled
by John Sanderson
The Directors' Subscription is expected to complete simultaneously
with the subscription for 6,055,557 new Ordinary Shares previously
announced by the Company on 18 March 2009 (together the "Combined
Subscriptions"). The Company will be making application for the
Ordinary Shares issued under the terms of the Combined Subscriptions
to be admitted to trading on AIM with admission anticipated on or
around 24 April 2009. The new shares, when fully paid and issued,
will rank pari passu in all respects with the existing Ordinary
Shares of Milestone.
Under the Combined Subscriptions, the Company will issue 7,151,446
new Ordinary Shares representing approximately 9.35 per cent of the
enlarged issued share capital of Milestone (post-admission) of
76,458,015 Ordinary Shares (excluding deferred shares which have no
rights attached to them). Funds raised by the Combined Subscriptions
will be used to support the general working capital purposes of
Milestone.
INTERESTS OF DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS'
So far as the Company is aware and subject to any new notifications
received, the following persons will have a notifiable interest in
Ordinary Shares following completion of the Combined Subscriptions:
+-------------------------------------------------------------------+
| | Ordinary Shares | Ordinary Shares |
| | held at | expected |
| | 30 March 2009 | to be held |
| | | post-admission |
|---------------------------+-----------------+---------------------|
| TRMK Estate Income Ltd (& | 12,690,155 | 12,690,155 (16.60%) |
| connected parties)* | (18.31%) | |
|---------------------------+-----------------+---------------------|
| Deborah Jane White | 7,606,698 | 8,162,254 (10.68%) |
| | (10.97%) | |
|---------------------------+-----------------+---------------------|
| Reginald John Brealey (& | 7,325,000 | 7,325,000 (9.58%) |
| connected parties)** | (10.57%) | |
|---------------------------+-----------------+---------------------|
| Magdalene Manikam (& | 5,666,667 | 5,666,667 (7.41%) |
| connected parties)*** | (8.18%) | |
|---------------------------+-----------------+---------------------|
| CMH Management Ltd | 4,261,734 | 4,817,290 (6.30%) |
| | (6.15%) | |
|---------------------------+-----------------+---------------------|
| John Godfrey | 4,166,667 | 4,166,667 (5.45%) |
| | (6.01%) | |
|---------------------------+-----------------+---------------------|
| Susan Auden | 4,166,667 | 4,166,667 (5.45%) |
| | (6.01%) | |
|---------------------------+-----------------+---------------------|
| Compass Securities Ltd | 4,166,667 | 4,166,667 (5.45%) |
| | (6.01%) | |
|---------------------------+-----------------+---------------------|
| Andrew Timms Craig (& | 2,621,838 | 2,621,838 (3.43%) |
| connected parties)**** | (3.78%) | |
|---------------------------+-----------------+---------------------|
| Anish Sharma (& connected | 2,500,000 | 2,500,000 (3.27%) |
| parties) | (3.61%) | |
+-------------------------------------------------------------------+
*of which 4,166,667 are held by Brewin Dolphin Nominees on behalf of
Martin King
**of which 6,800,000 are held by Prism Nominees
***of which 4,166,667 are held by Alliance Trust Savings Nominees
****of which 497,583 are held by MGH Investments, a company
ultimately controlled by Andrew Craig
Following the Combined Subscriptions, the interests of Directors' in
Ordinary Shares will be:
+-------------------------------------------------------------------+
| | Pre-admission | Post-admission |
|-------------------------+--------------------+--------------------|
| Deborah White | 7,606,698 (10.97%) | 8,162,254 (10.68%) |
|-------------------------+--------------------+--------------------|
| John Sanderson (& | - | 540,333 (0.71%) |
| connected parties) | | |
+-------------------------------------------------------------------+
The Directors have, individually and collectively, consulted with the
Company's nominated adviser, Arden Partners plc ("Arden Partners"),
regarding the terms of the Directors' Subscription. The Directors
consider that the Directors' Subscription has been made at arms'
length and on normal commercial terms and is fair and reasonable
insofar as Milestone shareholders are concerned.
UPDATE ON STRATEGY
Further to the statement made in its annual report published 26 March
2009, Milestone announces the development of its strategy as a
digital media service provider. Following a review undertaken by the
Board, the Company has decided to focus existing resources on the
development of Nexstar, the sports-based internet platform which it
is expected to launch to consumers initially as a pilot in 2010.
As a consequence of this decision, the Company has decided not to
continue to broadcast its non-core analogue terrestrial local TV
service in Oxford. The Company intends to continue to operate its
television production and broadcast services company, Oxford
Broadcasting Limited, and to review opportunities to launch new TV
services on digital platforms. The majority of income obtained by
Oxford Broadcasting Limited in both the prior and current financial
year was not attributable to the analogue TV service.
Milestone Chairman, John Sanderson, said:
"There is widespread consensus that the future of media ultimately
lies with digital platforms which is exactly the space Milestone is
now positioning itself to exploit. As stated in the annual report,
the Board continues to review opportunities to develop as a digital
media operator."
ISSUE OF WARRANTS
Milestone is pleased to announce the issue of 500,000 warrants to its
nominated adviser and broker, Arden Partners, under the terms of the
Company's warrant instrument dated 27 March 2009.
The warrants in aggregate give Arden Partners the right to subscribe
in cash for 500,000 new Ordinary Shares at a subscription price of
1.13p per share, being the mid market closing price of the Company's
existing Ordinary Shares on 27 March 2009. Subject to certain
limitations, the warrants may be exercised at any time after the
first anniversary of the warrant instrument and prior to or on 31
March 2012. There are currently no other warrants in issue.
NOTICE OF AGM
The Company announces that it has, in preparation for its upcoming
2009 annual general meeting of shareholders ("AGM"), mailed to
shareholders its annual report and financial statements for the year
ended 30 September 2008, notice of AGM, a form of proxy and
accompanying circular containing a letter from the Chairman.
The AGM will be held at 11.00am on Tuesday 28 April 2009 at
the offices of Lawrence Graham LLP, 4 More London Riverside, London
SE1 2AU for the following purposes:
+-------------------------------------------------------------------+
| ORDINARY BUSINESS |
|-------------------------------------------------------------------|
| 1. To adopt the report and accounts |
|-------------------------------------------------------------------|
| 2. To re-appoint BDO Stoy Hayward LLP as auditors |
|-------------------------------------------------------------------|
| 3. To re-elect Deborah Jane White as a director |
|-------------------------------------------------------------------|
| SPECIAL BUSINESS |
|-------------------------------------------------------------------|
| 4. To grant the directors the authority to allot limited shares |
|-------------------------------------------------------------------|
| 5. To authorise the directors to allot limited shares for cash |
| disapplying statutory pre-emption rights |
|-------------------------------------------------------------------|
| 6. To approve amendments to the articles of association |
|-------------------------------------------------------------------|
| 7. To approve the repurchase of the deferred shares |
+-------------------------------------------------------------------+
Details of the resolutions to be proposed at the AGM are set out in
the notice of AGM which will shortly be available to view on the
Milestone website www.milestonegroup.co.uk and at the Company's
registered office.
FOR FURTHER INFORMATION
Milestone Group PLC
Deborah White, Executive Director
Tel: 020 7929 7826
Arden Partners plc
Richard Day / Adrian Trimmings
Tel: 020 7398 1632
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