Additional investment in Ninua, Inc.

RNS Number : 4143T

TMT Investments PLC

13 December 2012

 



13 December 2012

TMT INVESTMENTS PLC

("TMT" or the "Company")

Additional investment in Ninua, Inc.

TMT Investments PLC, which invests in high-growth, internet-based companies with the potential to become multinational businesses, is pleased to announce the completion of an additional investment in Ninua, Inc. ("Ninua"),

Incorporated in Delaware, Ninua is engaged in building Internet application software in the field of news, blogs, and social media.  Ninua's Networkedblogs.com, originally started as a Facebook application, has developed into a standalone web service, which helps bloggers grow their readership and syndicate their content to Facebook and Twitter, while assisting readers in discovering and following news sources they like on the web, mobile and email.

TMT's original investment in Ninua was completed on 8 June 2011 and consisted of a US$300,000 unsecured convertible promissory note in Ninua (the "First Note").

TMT's new investment consists of a US$200,000 unsecured convertible promissory note in Ninua (the "Second Note") on the following terms:

·    Interest rate - 5% per annum.

·    Term - the Second Note will be repayable in whole or in part at par at TMT's option on 30 September 2013.

·    Conversion -

o Automatic conversion: Any outstanding principal and unpaid accrued interest on the Second Note will be automatically converted into Ninua's equity securities upon the earliest of (i) closing of the next equity financing of at least US$750,000, or (ii) change of control of Ninua, in either case at an equity valuation equal to the lower of (i) 80% of the equity valuation of Ninua applicable to the next equity financing or change of control, or (ii) US$5,000,000 for the whole of Ninua's fully diluted common stock.

o Optional conversion: Any outstanding principal and unpaid accrued interest on the Second Note may be converted into Ninua's preferred stock after 30 September 2013 at TMT's option at an equity valuation of US$2,500,000.

The First Note (which, apart from the optional conversion option, was made on substantially the same as those of the Second Note) has been extended on the same terms as the Second Note.

Networkedblogs.com is the biggest social blog directory with 1.1 million linked blogs, over 1 million monthly visitors, and over 200 million monthly impressions to its widgets installed on blogs across the web.

Alexander Selegenev, Executive Director of TMT Investments PLC, commented: "Ninua has made some exciting progress with its mainstream Networkedblogs.com product and is ready to intensify its monetisation efforts.  The current financing will enable Ninua to fully concentrate on delivering further growth at this critical juncture."

Definitive agreements for the transaction were entered into, and the transaction was completed, yesterday.  In respect of the year ended 31 December 2011, Ninua's unaudited net loss amounted to US$162,862,and unaudited net liabilities as at that date amounted to US$187,856.

For further information contact:

TMT Investments Plc Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd. NOMAD and Broker Marc Cramsie/Irina Lomova	[phone]
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

About TMT Investments

TMT Investments PLC invests in high-growth, internet-based companies across a variety of sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010 and with capital firepower of USD26m, TMT has invested in 22 companies to date. The company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com

The Investment Policy & Strategy

The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the TMT Sector. The Company aims to provide equity and equity-related investment capital, such as convertible loans, to private companies which are seeking capital for growth and development, consolidation or acquisition, or as a pre-IPO financing.

In addition, the Company intends to invest in publicly traded equities which have securities listed on a stock exchange or over-the-counter market. These investments may be in combination with additional debt or equity-related financing, and in appropriate circumstances in collaboration with other value added financial and/or strategic investors.

The Company is not geographically restricted in terms of where it will consider making investments. It will consider any geographical area, to the extent that the investment fits within the Company's investment criteria. The Directors and Consultants have expertise in emerging markets and, in particular, in Russia and the Commonwealth of Independent States. The Company will not be subject to any borrowing or leveraging limits.

Private Companies

The Company will target small and mid-sized companies and will seek to secure at least blocking stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment. The Company will consider making equity investments in lower than blocking stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date. Each investment is expected to be at least US$250,000.

The investments targeted by the Company will aim to support rapidly-growing private companies to increase market share and achieve long-term shareholder value. It is envisaged that if the Company invested in a private company prior to that company listing on a stock market, the Company would retain a part of its investment in the listed entity going forward. The Company intends to work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as implementing appropriate capital structures to enhance returns.

Public Companies

When investing in public equities, the Company will seek to select companies with a dominant market share or strong growth potential in their respective segments. No restrictions will be placed on the size of public companies in which the Company may make an investment. The Directors intend to make investments in companies or businesses with attractive valuation, growth potential, with competent and motivated management, which enjoy brand recognition, have scalable business models, have strong relationships with customers and have in place transparent accounting policies.

Realisation of Returns

The Directors will, when appropriate, consider how best to realise value for Shareholders whether through a trade sale, flotation or secondary refinancing of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis.

The Company expects to derive returns on investments principally through long-term capital gains and/or the payment of dividends by investees. The primary ways in which the Company expects to realise these returns include: (a) the sale or merger of a company; (b) the sale of securities of a company by means of public or private offerings; and (c) the disposal of public equity investments through the stock exchanges on which they are listed.

For private investee companies the Company believes that its typical investment holding period should provide sufficient time for investee companies to adequately benefit from the capital and operational improvements resulting from the Company's investment. The targeted holding period shall be reviewed on a regular basis by the Company, but it is expected that this will typically be between two to four years. For public equities the Company's objective is to maximise capital appreciation. Following the acquisition, the Company will continue to conduct extensive research and monitoring of the investment. Importance will be placed on the timing of any disposal which will follow a thorough review of market conditions and those reports and sources that are available to investors. Should the Company consider that the capital appreciation of a particular public equity investment has reached its peak or is likely to or has begun to decline, then the Company will consider the sale of that investment.

 

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