Acquisition and Placing
Newsplayer Group PLC
02 February 2004
2nd February 2004
NEWSPLAYER GROUP PLC
ACQUISITION OF BETELGEUSE PRODUCTIONS Inc. AND PLACING OF NEW SHARES
Newsplayer Group plc ('NPG', the 'Group' or the 'Company'), the media company,
announces today that it has agreed to acquire Betelgeuse Productions Inc.,
('BPI') based in New York. The consideration will be satisfied by a combination
of cash and shares totalling £3 million (based on the closing mid-price of NPG
shares on 29th January of 26.75p and a $/£ exchange rate of 1.80). Payment of
the consideration will be structured as follows: 6,250,000 new NPG ordinary
shares and £118,000 in cash on completion and a further £1.25 million by the
issue of loan notes to be redeemed in 36 equal monthly instalments (the
'Acquisition'). The Acquisition is conditional only upon the Company securing
shareholder approval to increase the authorised share capital of NPG and to
grant the Directors authority to issue the new shares in accordance with
Acquisition. An Extraordinary General Meeting will be convened in the next 30
days to seek these authorities. The cash consideration for the Acquisition will
be financed by the placing of new shares announced below. The vendors have
agreed lock-in arrangements for the new shares whereby there will be no disposal
for six months and a maximum of 10% per month thereafter in consultation with
the Company.
Betelgeuse (pronounced 'Beetle juice') Productions Inc is an independent
programme maker as well as a provider of broadcast production and
post-production services for major TV networks, cable channels and advertising
agencies. The business is based in central Manhattan, where it has been located
since it was founded by John Servidio and Sam Domenico over 20 years ago. In
that time BPI has established itself as a market leader with strong brand values
and has won over 50 Emmy awards. Following the Acquisition, Sam Domenico will be
retiring from BPI and John Servidio will remain as President and Executive
Producer on a 12 month rolling employment contract. Amongst other shows, BPI
produces 'Inside the Actors' Studio' for NBC, now in its 9th season and one of
the most highly rated programmes on the Bravo channel. The acquisition of BPI
further enhances the Group's positioning as a full service, cross platform,
digital content business and will provide critical mass, infrastructure and
efficiencies for the existing Group activities in the USA. It is expected that
GMS, the recently acquired media services subsidiary of NPG, will work closely
with BPI to develop digital solutions for content management, storage and
distribution as well as web based initiatives to add value to traditional
broadcast technologies. This collaboration will enable BPI to become a leading
provider of Internet Protocol based video-on-demand services to the US
television industry alongside its existing focus on creative excellence.
In addition, BPI's expertise in programme making will be applied to NPG's
extensive content libraries to produce programming specifically designed for new
platforms such as mobile and broadband. Furthermore, NPG's existing stock
footage business, Footage.net, will be relocated from Virginia to BPI's premises
in Manhattan which will accelerate the launch of a transactional platform
allowing researchers to locate, retrieve, license and take delivery of stock
footage quickly and efficiently. This will significantly increase the revenue
generating potential of Footage.net.
Based upon unaudited accounts, as at 30 June 2003, BPI had net assets of
$316,000 and for the year ended 30 June 2003 generated net losses before
taxation of $645,000 on turnover of $13,400,000. Since the end of the
financial year significant re-structuring and overhead reduction has been
implemented and BPI is now trading profitably on a monthly basis.
Commenting on the acquisition of Betelgeuse, NPG Chief Executive Paul Duffen
said, 'The application of digital technology will play an increasing role in
differentiating the winners from the losers in the evolving television industry.
This deal represents a 'win-win' combination of skill sets and expertise and a
significant step for NPG as we continue to build the Group both organically and
through the addition of class leading complementary businesses.'
Fund Raising
The Company also announces that conditional upon completion of the Acquisition
it has agreed to place 10,714,286 new NPG ordinary shares with new and existing
shareholders at 21p per share realising £2,250,000, before expenses, in
additional working capital for the Group. The Company further announces that the
placing of 5,000,000 shares at 20p per share with Strategic Investment Asia
Group Japan Ltd ('SIAG'), announced in November, has not been completed due to a
delay in the funds arriving from Tokyo. As a result of the prevailing share
price and the new placing announced above, the Company has informed SIAG that
the proposed placing is no longer possible on the previously agreed terms.
Working Capital
The Directors of NPG have reviewed the working capital requirements of the Group
as enlarged by the Acquisition and are confident that there is sufficient
working capital for at least 18 months from the date of completion of the
Acquisition.
For further information, please contact:
Paul Duffen +44 20 7927 6699
NPG
Philip Ranger +44 20 7653 6620
Merlin PR
Notes to Editors:
NPG is a media company that enables the distribution of television and cinema
content using Internet Protocol technology. Revenues are generated from the
licensing of content to third parties, from subscription and pay-per-view fees
paid by consumers and from the provision of technical services to manage,
control and distribute audiovisual content. The Group is based in London with
wholly owned subsidiaries in New York.
NPG has a range of on-line channels including:
•Newsplayer.com - newsreel video footage from 1896 to 2001 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
NPG website: www.npg-plc.com
For further information on Betelgeuse see www.betelgeuse.com
END
This information is provided by RNS
The company news service from the London Stock Exchange