Acquisition

Newsplayer Group PLC 10 September 2003 EMBARGOED UNTIL 7.00AM 10 September 2003 NEWSPLAYER GROUP PLC ACQUISITION OF GLOBAL MEDIA SERVICES, INC. Newsplayer Group plc ('NPG', the 'Group' or the 'Company'), the media company, announces it has acquired Media Services Acquisition Corporation, trading as Global Media Services, Inc. ('GMS') in an all-paper deal (the 'Acquisition'). GMS, based in New York, generates its revenues by providing customers with a comprehensive portfolio of professional services to enable the exploitation of audiovisual content on the Internet. The Acquisition will provide the Group with service-based revenues from activities such as encoding, hosting, content delivery, encryption, distribution, ad insertion, pay-per-view, syndication, digital rights management, content management, messaging, transaction processing and clearing. GMS was formed in July 2001 and commenced trading on 1 January 2003. Based upon unaudited management accounts, as at 31 July 2003, GMS had net liabilities of $325,676 and for the seven month period ended 31 July 2003, GMS made net losses before taxation of $326,676. The initial consideration ('Initial Consideration') for GMS has been satisfied in full by the issue of 24,067,489 new Ordinary Shares in NPG, which represent 20 per cent. of the enlarged issued share capital of the Company (the 'Initial Consideration Shares'). As a consequence, the vendors of GMS, Adam Cohen and Jennifer Sultan, now hold interests of 10.2 per cent. and 9.8 per cent., respectively, in the issued share capital of the Company. Dependent upon the future performance of GMS over a period of two years from the date of completion of the Acquisition, further new Ordinary Shares in NPG may be issued on a pro rata basis to Adam Cohen and Jennifer Sultan (the 'Deferred Consideration') such that the total of the Initial Consideration and the Deferred Consideration does not exceed 29.9 per cent. of the then enlarged issued share capital of the Company. Based upon the closing mid-price of NPG shares of 9.0p on 9 September 2003, being the latest practicable date prior to the date of this announcement, the Initial Consideration is valued at £2.17m. If GMS makes profits such that the Deferred Consideration is maximised, the Deferred Consideration would be valued at £1.07m, (on the basis of the issue of 11,913,407 new Ordinary Shares at 9.0p), This would give an aggregate consideration value for the Acquisition of £3.24m. Adam Cohen (aged 33) has joined the Board of NPG as Chief Media Officer. Jennifer Sultan will continue to be employed by GMS. Both Adam Cohen and Jennifer Sultan have agreed not to sell any new Ordinary Shares in the Company issued in consideration for the Acquisition for the period of twelve months from the date of issue of such shares. As part of their employment contracts, Adam Cohen and Jennifer Sultan have been granted 300,000 options each over new Ordinary Shares in the capital of NPG. These options will only be exercisable in the event that Adam Cohen and Jennifer Sultan will not hold, in aggregate, more than 29.9 per cent. of the resulting enlarged issued share capital of the Company. Adam Cohen was a director of Live on Line, Inc. and Cross Media LLC during the last five years. In relation to Adam Cohen's appointment to the board of NPG, no further information falls to be disclosed under the AIM Rules. As part of the Acquisition agreement, it has also been agreed that in the event that NPG, or any affiliate of NPG then owning a majority of the shares in GMS, becomes insolvent, Adam Cohen and Jennifer Sultan have the option to purchase all of the outstanding and issued shares of GMS held by NPG for a total of $1.00, provided they return any ordinary shares in NPG they hold to NPG. Paul Duffen, Chief Executive Officer, NPG commented: 'The combination of these two businesses brings together the unrivalled catalogue of Intellectual Property rights and licences owned by NPG and the technology to exploit them globally through the expertise of GMS. We have strengthened our position as the 'partner of choice' to enable media companies to manage, protect and monetise their assets in a digital environment. The acquisition of GMS will also support our existing US business, NPG Inc, by helping to accelerate the development of Footage.Net, the leading stock footage portal. Following our recent fundraising, the Group is now well capitalised and with the addition of GMS I expect NPG to be generating profits by the end of 2003 and profitable overall for the year ending 31 October 2004' Worldwide revenue for streaming media services are forecast to top US$5 billion by 2005, according to US-based media research house Cahners In-Stat. The research firm also said outsourcing streaming media requirements to specialist service providers will accelerate companies' growth. Adam Cohen, Chief Executive of GMS, added: 'Companies are looking for new ways to generate revenue from their online operations. GMS will help companies profit from their Streaming and Rich Media applications by integrating the world's largest and most advanced IP networks, state-of-the-art Broadcast Production Centre Infrastructures and industry-leading online media expertise in Digital Rights Management, Encryption, and Security. Capitalising on years of experience and a proven track record, we can offer customers all aspects of a comprehensive Media Services solution that enables incremental revenue streams for our customers.' The GMS management team conceived Live On Line in 1995 which was acquired in 2000 by Digital Island, Inc and subsequently by Cable and Wireless PLC. Live On Line was an early pioneer in the production, acquisition, and delivery of streaming and rich media on the Internet. It produced some of the Internet's largest streaming events for customers such as Apple Computer, Microsoft, Sony Music, Arista Records, American Express, Comedy Central, Fox, and MTV. Application will be made for the new Ordinary Shares issued as the Initial Consideration, as well as the 7,546,154 new Ordinary Shares issued in the placing announced by the Company on 4 September 2003, to be admitted to trading on AIM and dealings in all such new Ordinary Shares are expected to commence on 17 September 2003. Ends For further information, please contact: Paul Duffen Newsplayer +44 20 7927 6699 Adam Cohen GMS 212 647 0793 x-12 Philip Ranger/Nicola Davidson Merlin Financial +44 20 7606 1244 Notes to Editors: About Global Media Services New York-based Global Media Services, Inc. provides managed media services that enable companies to increase the revenue of their Internet operations through hybrid business models such as Pay Per View, Download, and Subscription. Global Media Services has integrated its managed Media Services platform with the world's largest and most advanced IP networks to offer cost-effective, high-quality services worldwide. GMS eliminates the need for companies to invest and maintain separate content and digital rights management, e-commerce and streaming media delivery systems. Visit www.globalmediaservices.net for more information. About Newsplayer Newsplayer Group plc is a media company that exploits rights and/or licences to television and cinema content and markets them globally to business, educational and consumer audiences using interactive technology. Revenues are generated from the licensing of content to third parties, from subscription and pay-per-view fees paid by consumers, and from shared advertising revenues. NPG has a range of on-line channels including: • Newsplayer.com - newsreel video footage from 1896 to 2000 from the archives of ITN and Reuters • Video.tv- a music video channel featuring over 3500 chart-topping hits • Pureworldcup.com- Highlights from 40 years of the world cup football tournament • Frost.tv - hundreds of landmark interviews conducted by Sir David Frost, a director of NPG, over 40 years • Screenplayer.com - Showbiz footage and biographies of the Hollywood Stars of the 20th Century • Ucreate.tv - online video editing application This information is provided by RNS The company news service from the London Stock Exchange
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