Notice of EGM
DORI MEDIA GROUP
SHAREHOLDER LOAN TO MAINLY SUPPORT THE DEVELOPMENT OF NOVEBOX.COM
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Tel-Aviv, Israel – September 24, 2010 – Dori Media Group Ltd. (“DMG” or
the "Company”), the international media company active in the field of
television and new media, with a focus on production, distribution,
broadcasting and merchandising of Drama and Telenovela, announces that
the Company intends to raise funds in the amount of NIS 4.14 million
(equal to USD 1.1 million) (the "Principal Loan Amount") by way of a
loan from certain shareholders of DMG, including, inter alia,
controlling shareholders of DMG (the “Lenders”). The Principal Loan
Amount shall be used mainly to support the development of DMG’s
Novebox.com, the world’s first digital platform for video content in
Spanish.
The loan transaction has been approved by the Company’s Audit Committee
and the Company's Board of Directors and is subject to shareholders’
approval at an Extraordinary General Meeting of the Company (the “EGM”),
which will be held on Tuesday, November 2, 2010 at 09:30 AM (Israel
time), at the registered offices of the Company, located at 2 Raul
Wallenberg Street, Tel-Aviv, Israel.
Copies of the full notice of the EGM have been posted to shareholders,
are available at the above registered office and can also be downloaded
from Dori Media Group’s corporate website: www.dorimedia.com.
The details of the loan transaction are as follows (and the full details
of which will be disclosed at the EGM):
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The proposed loan will bear interest at 2.5% annually.
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The Company shall issue to each Lender a warrant to purchase Ordinary
Shares of NIS 0.1 each in the capital of the Company, for an aggregate
amount of up to 50% of the respective Principal Loan Amount extended
by such Lender, at an exercise price per Ordinary Share of NIS 4.4
equal to £0.759, being 5 per cent. above the average closing price of
the Ordinary Shares on AIM in the 30 day period ending on September
19, 2010. The total number of warrants therefore being granted is
470,453. The foregoing warrants shall expire at the earlier of (i) the
third anniversary of the closing of the loan transaction; or (ii) the
closing of an M&A transaction.
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Under the terms of the loan, Tamar Mozes Investments Ltd., a Company
in which Ms. Tamar Mozes Borovitz (Chairman of the Company) has an
indirect interest, will be granted 113,636 warrants.
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The loan transaction will be finalized within 5 business days
following the approval at the EGM and the outstanding Principal Loan
Amount shall become due on the day which is 36 months following the
closing of the loan transaction unless early repayment events occur.
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Early Repayment Event refer to the following events: (i) the Company
or a subsidiary controlled by the Company, raises an amount in cash
which is equal to or greater than (a) $US 2,000,000 by way of an
equity investment, or (b) $US 5,000,000 by way of new debt (other than
thorough loans remitted to the Company from banks and other financial
institutions in the ordinary course of business or as part of the
Company's credit lines); or (ii) the distribution by the Company of
any dividends in cash.
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The Company may, at its sole discretion, prepay the outstanding
Principal Loan Amount and the interest accrued thereon, or any part
thereof, without any penalty or charges.
Dori Media has been utilizing its free cash flow resources to fund the
development of Novebox.com since its inception and the Company is
delighted with its performance to date. DMG also has access to other
debt facilities but is pursuing a shareholder loan as it provides better
value for the Company and all of its shareholders.
***
For further information on Dori Media Group, please visit our website on www.dorimedia.com
or contact:
Dori Media Group Ltd.
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Shared Value Limited
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Nadav Palti, CEO & President
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Nicolas Duperrier/Mark Walter
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Tel: +972 3 7684000
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Investor & Media relations
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[email protected]
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Tel. +44 (0) 20 7321 5010
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[email protected]
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Daniel Stewart & Company
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Paul Shackleton/Oliver Rigby
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Tel. +44 (0) 20 7776 6550
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Dori Media Group is an international group of media companies, located
in Israel, Switzerland, Argentina, The Philippines and the US. The group
produces and distributes TV and New Media content, broadcasts various TV
channels and operates video-content internet sites. The group owns
approximately 5,130 TV hours, more than 5,000 clips of 3 minutes on
average, 120 - 9 minute webisodes and around 556 1-5 minute cellular
episodes of Telenovelas and daily series that it sells to a wide variety
of audiences in more than 120 countries. It owns and operates two
telenovela channels, Viva and Viva Platina broadcasted on all Israeli
multi-channel platforms and via the co-branded internet site offering
telenovelas to Israeli surfers through Walla.com. Dori Media Contenidos
produces Spanish daily dramas in Latin America. Dori Media Paran and
Dori Media Darset produce top-end series as well as daily dramas for the
Israeli and international markets. Dori New Media develops and produces
formats specially tailored for the internet and cellular platforms, and
realizes new opportunities enabled by the new technologies. Dori Media
Spike packages, produces and operates the main movie channels on the
Israeli cable TV platform and general entertainment channels on all
Israeli TV multi-channel platforms. In Indonesia and Malaysia, the
company operates the Televiva Vision 2 channel that is devoted to
telenovelas and Baby TV Vision 3 for toddlers, in addition to the Ginx
gamers’ channel. Ginx is localized and broadcasted to Turkey as well.
Novebox operates an ad-based VOD and SVOD commercial internet site
targeted at the Hispanic and Latin American audience offering a variety
of shows and movies. The group is traded on the London Stock Exchange
where its symbol is DMG.
For more information on Dori Media, visit our corporate website at http://www.dorimedia.com/.
