Proposed Subscription-Replcmt
Parallel Media Group PLC
26 August 2003
26 August 2003
Parallel Media Group plc
Proposed Subscription - Replacement
The following replaces the announcement released today, 26 August 2003, at 08:54
under RNS number 0039P. Please be advised that the header 'Update on
publication of results to 22 January 2903' should read '2003' and not '2903'as
previously stated. Also, in the fourth paragraph, the definition of Parallel
Media (Asia) 2003 Ltd should be 'PMA' not 'PMG' as previously advised.
All other details remain unchanged, and the full amended text appears below.
Date: 25 August 2003
On behalf of: Parallel Media Group plc
For immediate release
Parallel Media Group plc
New Asian Partnership Strengthens Far East Golf Potential
Proposed subscription and joint venture agreement. Update on publication of
results to 22 January 2003
The Board of Parallel Media Group plc ('PMG') is pleased to announce that it has
today agreed the terms of a subscription providing for a total of US$4.552
million of additional funding for the Group. The investment will be made as to
US$3.552m into PMG by way of an issue of £2.22 million Variable Rate Secured
Convertible Loan Stock, 2008 and US$1m by way of a subscription for new shares
in a joint venture company into which PMG plc will transfer its 49.9% interest
in Asian PGA Tour Limited ('ATL').
The £2.22 million Variable Rate Secured Convertible Loan Stock and the
appointment of the new directors referred to below are subject, inter alia, to
approval by PMG plc shareholders. This proposal has the full support of the PMG
Board. An EGM of the Company will be convened as soon as practicable for the
purpose of approving the transaction.
Of the total funds, £2.22 million are being subscribed directly into PMG plc in
equal proportions by entities connected with David Ciclitira ('DC'), Executive
Chairman of PMG plc, and also by Snowy Invest & Trade Inc, ('SIL') an entity
connected with Mohd Razali Abdul Rahman ('RAR') and Hassan Abas ('HA') The funds
are initially to be subscribed as 5 year secured convertible loan stock in PMG
plc. The loan stock will bear interest at a rate of LIBOR plus 3% pa and can be
convertible at any time during its 5 year life into new ordinary shares in PMG
plc at a conversion price of 6.75p per share. PMG plc's ordinary shares are
currently suspended from trading on AIM and had, on suspension, a mid market
price of 6.75p per share. Assuming full conversion of the loan stock, DC's
shareholding in the enlarged issued share capital of PMG plc would be 52.42% and
SIL would own 29.87%. The subscription monies are to be used as additional
working capital within the Group, particularly in relation to the fast growing
Hispanic speaking American Express Tour de Las Americas. SIL will appoint
immediately two additional directors to the PMG plc Board to represent its
interests namely, RAR and HA.
The balance of US$1 million has been subscribed by RAR, HA and Tibbles
Participation Corp ('TPC'), an entity connected with them as additional share
capital into Parallel Media (Asia) 2003 Ltd ('PMA'). PMG plc will transfer its
49.9% shareholding in ATL to PMA at the time of the subscription. PMG's ATL
investment will then be managed jointly with the new investors with the
objective of enhancing the value of this important Group investment. RAR, HA and
TPC will appoint a maximum of 3 directors to the PMA Board, including the
chairman of the PMA Board, which will consist of 7 Board members. Although PMA
will be owned as to 50% by PMG plc and 50% by RAR, HA and TPC, PMG plc will
retain board control, and as such, PMA will continue as a subsidiary of PMG plc.
The Board welcomes the subscription by RAR, HA and TPC and believes that the
strength of RAR and HA's involvement will assist in providing it with the vital
support it needs to enhance the value of its 49.9% interest in ATL. RAR's
Chairmanship and long term involvement with Saujana Golf & Country Club, the
venue of the 2004 Carlsberg Malaysian Open, leaves him in a unique position to
assist in the development of PMG's and ATL's golfing interests in Asia.
Since the commencement of the new financial year on 22 January 2003, the Group's
working capital position has been weakened by the need to provide substantial
funds to support its key asset, ATL during the difficult 'SARS' period, and
during its ongoing dispute with its joint venture partner in ATL. The
subscription will bring with it the support of a strong financial partner based
in the Far East, as well as restoring the Group's working capital position to a
healthier state.
On 22 July 2003, the Board announced that it was unable to make its preliminary
announcement of results for the period ended 22 January 2003, due to the lack of
certain information. In spite of not having received any signed accounts for its
previously owned World Sport Group subsidiaries, the Board are pleased to
confirm that with significant help of BDO Stoy Hayward, the date of publication
of the Accounts will be on or around 12 September 2003. On publication PMG's
shares will be readmitted to AIM
Enquiries
PMG: Graham Axford
Deputy Chairman Parallel Media Group plc
Tel: +44 (0) 20 7225 2000
CFA: Stephen Barclay
City Financial Associates
T: +44 (0) 20 7090 7800
RAR, HA, SIL, TPC: Lim, LiLi
Contact details: LiLi Lim
Tel: +603 (7622) 6000
About Parallel Media Group
• Parallel Media Group Plc was founded in 1987 by its Chairman, David
Ciclitira, and is listed on the Alternative Investment Market ('AIM');
• It consists of five distinct areas of business - international golf,
sports sales and marketing, broadcasting, television production and
distribution, and consulting;
• Parallel Media Group Plc owns an extensive portfolio of commercial
sports rights. It is involved in more than sixty golf events worldwide
each year. These events include the Asian PGA Tour Ltd, Ladies European
Tour, The Tour de Las Americas, and The President's Cup
• Parallel Media Group Plc is supported by a worldwide sales force and
also offers a production, international distribution and barter syndication
of television coverage on all Parallel Media Group projects through its
television arm, Parallel Television; and
• It has offices in London, Cape Town, Hong Kong, Kuala Lumpur, Miami,
Munich, Rome and Singapore.
About RAR
RAR, aged 56 is a Malaysian. He holds a bachelor's Degree in Commerce from the
University of Newcastle, Australia and a Master's Degree in Financial Management
from the University of Queensland, Australia. He is a Fellow of the Australian
Society of Certified Public Accountants.
He is currently the chairman of Peremba (Malaysia) Sdn Bhd, a group with
interests in investment holding, property development, hospitality and leisure
and mechanical, electrical and instrumentation Engineering. Both RAR and HA are
the controlling shareholders of the Peremba Group.
RAR is also a Director and Chairman of Landmarks Berhad ('LB') and a director
and Chairman of Saujana Consolidated Berhad ('SCB'). Both companies are listed
on the Main Board of the Kuala Lumpur Stock Exchange.
The LB group is principally engaged in property investment and development,
hotel and resort business, health care services, the operation of a golf course
and civil engineering works. Amongst its properties are the Datai and the
Andaman, a super deluxe and five star hotel, respectively located in the
Langkawi island, Malaysia and also the 18-hole Datai Bay Golf Club..
The SCB Group is principally engaged in hospitality and leisure, property
development and landscape works. The group owns and operates the Saujana Golf
and Country Club ('SGCC') which has two contrasting par-72 18 hole courses with
the club house and ancillary facilities. The group also owns the Hyatt Regency
Saujana Hotel, a 386 room international class hotel. Last year SGCC made its
mark in international Golf History when it successfully hosted the successful
biennial World Amateur Golf Team Championships which comprised the Eisenhower
Trophy (for the men) and the Espirito Santo Trophy (for the women). SGCC is the
host venue for the 2004 Carlsberg Malaysian Open, which is promoted by ATL in
partnership with the Malaysian Golf Association as part of the Asian PGA and PGA
European Tour.
About HA.
HA, aged 50 is a Malaysian. He holds a Bachelor of Arts (Honours) from Lancaster
University in the UK. He is a member of the Chartered institute of Accountants
in England and Wales, the Institute of Taxation, United Kingdom and the
Malaysian Institute of Accountants.
He is currently the Deputy Chairman of Peremba (Malaysia) Sdn Bhd.
He is on the Boards of the following listed companies;
On the Malaysian Kuala Lumpur Stock Exchange:
a. Landmarks Berhad,
b. Fima Berhad; and
c. Cycle & Carriage Bintang Berhad
On the Singapore Stock Exchange:
a. Cycle & Carriage Limited
b. MCL Land Limited
HA is also a director of Sepang International Circuit Sdn Bhd (SIC). . This
company is a subsidiary of Malaysia Airports Holdings Berhad, a company listed
on the Main Board of the Kuala Lumpur Stock Exchange. SIC is involved in the
management and operations of the Sepang F1 Circuit which hosts the Formula One
Grand Prix and other motor sports events, as well as the organisation and
promotion of motor sports and entertainment events.
This information is provided by RNS
The company news service from the London Stock Exchange