Trading Statement
Parallel Media Group PLC
05 April 2004
Parallel Media Group plc (the 'Company' or 'PMG')
Trading Update
Further to recent announcements the Board wishes to issue the following trading
statement.
Working Capital
Since the demerger of World Sports Group in January 2003 cash flows have been
negative in overall terms, and, as announced in August 2003, the Board agreed a
subscription providing for a total of US$4.552m of additional funding for the
Company and its subsidiaries (the 'Group'). The investment was made as to
US$3.552m into the Company by way of an issue of £2.22m Variable Rate Secured
Convertible Loan Stock 2008 and US$1m by way of a subscription for new shares in
a joint venture company, Parallel Media Asia (2003) Limited ('PMA'), into which
the Company agreed to transfer its 49.9 per cent. interest in Asia PGA Tour
Limited. The £2.22m Variable Rate Secured Convertible Loan Stock 2008 was
subscribed directly into the Company in equal proportions by entities connected
with David Ciclitira, Chairman of the Company, and also by Snowy Invest & Trade
Inc. ('Snowy'), an entity connected with joint venture partners Mohd Razali
Abdul Rahman and Hassan Abas. The balance of US$1m was subscribed by Mohd
Razali Abdul Rahman, Hassan Abas and Tibbles Participation Corp ('Tibbles'), an
entity connected with them and Snowy, as additional share capital into PMA.
However, due to the fact that the Group had been involved in protracted
litigation in relation to its Asian interests which has now ended, Group cash
flows from operations have remained negative and a further injection of funds is
required. To this end Snowy have invested a further US$2.5 million by way of
loan and further funding will be raised shortly.
In preparation, the Company has entered into discussions with potential
investors to raise additional funding. As explained below under the heading
Current Trading and Prospects, the Board expects cash flows from operations to
improve in the short-term.
Asian PGA Tour Limited ('ATL')
On 19 March 2004 the Board announced that it had agreed terms to acquire from
World Sport Group (Asia) Limited ('WSG') the 50 per cent. of ATL which it did
not already control for deferred cash consideration of US$500,000. A condition
of this acquisition was that PMG agreed to meet shareholder loans and current
trading debts owing to WSG which totalled US$1,269,237. Of this, approximately
US$893,000 was paid upon completion of the acquisition, US$324,790.86 was paid
on 2 April 2004, and the remaining US$500,000 is to be paid in July and December
2004.
The Company and David Ciclitira have transferred their stakes in ATL to PMG's
Asia operations arm, PMA, which now owns the whole of ATL. In consideration for
the transfer, PMA paid consideration of $568,000 and takes over all remaining
payment obligations under the share sale agreement with WSG and Seamus O'Brien.
PMA was established in September 2003 as a joint venture between PMG and Tibbles
to manage jointly PMG's investment in ATL. The initial consideration of
US$568,000 was provided by way of subscription by each of the Company and
Tibbles of US$234,000 each in new Non-voting Redeemable Preference Shares in
PMA.
ATL continues to promote the Carlsberg Malaysian Open, Caltex Masters presented
by Carlsberg, TCL Classic, Nations Cup and Hong Kong Open and intends to launch
three new Asian events in 2004.
Directors' and Senior Management Remuneration
In light of the Group's cash flow position, David Ciclitira has agreed a 20%
reduction in his consultancy fee and it is intended, subject to their agreement,
for members of senior management of the Group to take similar reductions in
salary.
The Board intends to implement a remuneration system throughout the Group based
upon realistic salaries and incentive bonuses, appropriate in all agency
businesses.
Current Trading and Prospects
The Company streamlined its operations by disposing of its interests in Parallel
Media Germany GmbH ('PM Germany') and Ladies European Tour Enterprises Limited
('LETE') and acquiring the remainder of ATL it did not already own, as described
above.
On 16 October 2003, PGAA Media Limited (formerly Tour de las Americas
Enterprises Limited) entered into a restructured Master Rights Agreement for the
commercial and television representation of the Tour de las Americas. The term
of the agreement is until August 2050 (with a fifty year extension option
thereafter).
On 18 December 2003, the Company sold to Ladies European Tour Limited its 49%
holding in LETE, the commercial arm of the Ladies European Tour. Integral to the
deal is a new arrangement whereby Parallel Media Europe Limited (a subsidiary of
the Company) is appointed the preferred promoter and commercial representative
to the Ladies European Tour with special responsibilities in the areas of
sponsorship and television. The Group announced on 24th March 2004 a four year
agreement for the Title Sponsorship of the Ladies European Tour with Robe di
Kappa.
On 5 December 2003, the loss-making PM Germany was sold to its Managing
Director, Jochen Lenz, together with debts owing from PM Germany to the Company,
for a nominal consideration. This represents a further reduction in costs of the
Group and is part of the continues rationalisation of the Group. PM Germany has
been renamed XLsport Marketing GmbH and has been appointed by the Company as its
exclusive Sponsorship Marketing Representative in Germany and Austria.
On 22 March 2004 PMG announced that it had reorganised its Asian golf interests
and had entered into a partnership with the PGA European Tour ('PGAET'), to
create a new Asian Series that initially incorporates eight of the region's
leading golf tournaments including the Caltex Singapore Masters presented by
Carlsberg. This series will be known as The Asian Series and will become part
of the European Tour calendar. It has also signed a joint venture agreement
with the PGAET, to form Asian Series Television (ASTV) for the production and
distribution of the Asian Series.
The restructuring of the Master Rights Agreement relating to the Tour de las
Americas, the new commercial agreement with the Ladies European Tour and the
acquisition of the remaining interests in ATL and the agreement with the PGE
European Tour strengthen Parallel Media Group's trading position going forward.
Litigation
A claim has been issued against the Company by Robert Bland, a former executive
director of the Company. A total of £150,000 (less income tax) has been paid by
the Company and a sum of some £25,000 remains in dispute. The Company has filed
a defence to the claim.
A claim has been issued by Seymour Pierce Limited on 16th October 2003 against
the Company for unpaid fees in respect of the January 2003 demerger of World
Sport Group Limited in excess of £239,326.35 and a declaration in respect of a
further £100,000. The Company has filed a defence and counterclaim for
substantial damages.
A claim made against the Company by Ron Littleboy, a former non executive
director of the Company for fees in respect of his directorship was settled by
the Company in October 2003.
Extraordinary General Meeting
The Board is in the process of preparing a circular to shareholders granting it
the power to issue new shares for cash. If approved this power will enable the
Board to proceed with a fund raising if this is proved possible and should
complete the recuperation of the Group under the direction of its new Board.
Further details will be announced in due course.
Contacts:
Graham Axford Parallel Media Group plc Tel: 020 7225 2000
Group Managing Director
Leesa Peters Conduit PR Tel: 020 7936 9095
PR Representative
This information is provided by RNS
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