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Hyper Entertainment PLC (HYE)

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Wednesday 09 December, 2009

Hyper Entertainment PLC

Notice of GM – Disposal of Assets and Placing


                                                                       09/12/09

                            HYPER ENTERTAINMENT PLC                            
                          ("Hyper" or the "Company") 

           Notice of General Meeting - Disposal of Assets and Placing                          

The Company today announces that it is seeking Shareholder approval for 
a conditional agreement to dispose of certain assets (including the
Company's name) together with all liabilities of the Company (the "Disposal"),
to Fred Wilson Entertainment Limited, a private limited company wholly-owned by
Michael Swinney, Non-Executive Chairman of Hyper. The principal terms of the
agreement are set out below. As a result of Mr. Swinney's involvement in the
Disposal, the transactions will constitute a substantial property transaction
for the purposes of Section 190 of the Companies Act 2006. Further to the
above, the transaction will constitute a related party transaction under the
PLUS Rules and it is also deemed to be a disposal resulting in a fundamental
change of business for the purpose of PLUS Rule 45. Therefore, the Company is
convening a General Meeting which is to be held on 31 December 2009 at 9.00am,
at the offices of Rivington Street Corporate Finance, 5-11 Worship Street,
London, EC2A 2BH ("General Meeting").

If the Resolutions are approved, following Completion the Company would become
an investment vehicle under the PLUS Rules. The Company's Investment Strategy
is intended to be a generalist one with no specific sector, national or
regional focus. The Company may be either an active investor and acquire
control of a single company or it may be a passive investor and acquire
non-controlling shares or other assets or businesses.

A Notice of the General Meeting, which includes an explanation on the
background to the Disposal, the reasons why Michael Russell and Matt Rothman,
the Independent Directors, consider it to be in the best interests of the
Company and its Shareholders as a whole and why they recommend that
shareholders should vote in favour of the resolutions to be proposed to effect
the disposal, was sent to shareholders.

Hyper Entertainment

Hyper was originally established as an advisory firm specializing in integrated
retail, leisure and entertainment mixed-use projects. It has been successful in
establishing itself in the market, but as the market has changed for large,
mixed-use projects its services have become marginalized by a variety of other
firms in disciplines such as architecture . Therefore, the Company has much
more difficulty competing in the current economic climate. However, there is
value in the name of the Company to the Directors and, as such, Mr. Swinney has
proposed to purchase certain assets of the Company including the name and use
for other ventures.

Principal Terms of the Disposal

On 8 December 2009, the Company entered into the Disposal Agreement with Fred
Wilson Entertainment Limited ("Fred Wilson" or "Fred Wilson Limited"), a
company owned by Michael Swinney, a director of the Company and a related party
for the purposes of the PLUS Rules. Pursuant to the Agreement, Fred Wilson
agreed to acquire certain assets, including the name "Hyper Entertainment", and
to assume all liabilities, of the Company for a total consideration of £85,000
(the "Consideration").

The Consideration will be satisfied as follows:

 a. £50,000 in cash in deferred consideration, payable in 3 equal instalments
    on the 6th, 9th and 12th month anniversary of the Agreement; and
   
 b. the issue to the Seller of 10%, (the "Buyer Shares") of the fully diluted
    share capital of Fred Wilson on Completion. The Buyers Shares will be held
    by Hyper subject to a call and put option. Fred Wilson can exercise a call
    option to purchase the Buyers Shares during a six month period that will
    run from the date that falls 24 months after Completion until the date that
    falls 30 months after Completion, for a cash consideration of £35,000.
    Hyper can exercise a put option to sell the Buyers Shares to Fred Wilson at
    any time after the date that falls 30 months after Completion for a cash
    consideration of £40,000.
   
The Agreement is conditional upon (i) the Resolutions being passed at the
General Meeting and (ii) the execution of the documentation required to
transfer the Company's obligations to repay the amounts owed to HSBC Bank PLC £
27,000, Sony Corporation of America £127,470, and miscellaneous account payable
£30,586.79 to Fred Wilson.

The Company has given limited warranties to the Fred Wilson in respect of its
title to the assets being sold and its capacity to enter into the Agreement
only. The Agreement contains provisions in respect of the apportionment of
liabilities and certain indemnities, Fred Wilson has agreed to assume
responsibility for, and to indemnify the Company in respect of, any liabilities
of, or losses incurred by, the Company in connection with the business and
assets being acquired by it, regardless of when such losses may have arisen.
Michael Swinney, as the sole owner of the shares of Fred Wilson, has also
agreed to guarantee the performance of Fred Wilson's obligation to indemnify
the Company in respect of all amounts owed to Her Majesty Revenue and Custom's
in respect of PAYE including any penalties for late payment and fines thereon.

No employee of the Company shall be transferred to Fred Wilson under the terms
of the Agreement.

Since Michael Swinney is the owner of Fred Wilson Limited, the company
acquiring the assets, the Disposal will constitute a substantial property
transaction for the purposes of Section 190 of the Companies Act 2006. Further
to the above, the transaction will constitute a related party transaction under
the PLUS Rules and it is also deemed to be a disposal resulting in a
fundamental change of business for the purpose of PLUS Rule 45. Accordingly,
the transactions require the approval of shareholders before it can be
completed. Resolutions 2 and 3 of the Notice deal with these requirements.

Remaining Company

Following the Disposal, the Company will have no remaining trading business and
its only assets will be its right to receive the remaining deferred cash
consideration of £50,000 and 10% of the fully diluted share capital of the Fred
Wilson due to it under the terms of the Disposal.

Your Board has explored a number of strategic options concerning the Company's
future development and has managed to secure an investment by means of a
placing of Ordinary Shares, the terms of which are described in more detail
below. It is proposed that the funds raised by the placing will be used as
working capital for Hyper to execute its proposed business strategy, details of
which can also be found below.

Following the Disposal the Company will be classified under the PLUS Rules as
an investment vehicle. The Directors feel that it is appropriate for the
Investment Strategy, details of which are set out below, to be approved by the
Shareholders at the General Meeting.

The Placing

As mentioned above, the Board has managed to secure an investment by Uday Nayak
of £31,204.51 for 3,120,451 Ordinary Shares at a price of 1p (par) (the
"Placing"), which will represent 29.9% of the enlarged issued capital of Hyper
following the Disposal. The Board has agreed, subject to Shareholder approval,
to appoint Uday Nayak as Executive Chairman and Sebastian Moonjely as Executive
Director to the Board of Hyper.

In addition the Company intends to allot to Michael Russell, Non Executive
Director, and Matt Rothman, Non Executive Director, 140,000 Ordinary Shares
each at a price of 2.5p in lieu of fees owned to them by the Company. The
Company also intends to issue Rivington Street Corporate Finance 379,000
Ordinary Share at 2.5p in lieu of fees owed to it by the Company.

The Placing is subject to Completion occurring and the passing of the
Resolutions 1 and 4 as set out in the Notice. Subject to the Placing taking
place, the Company's total number of Ordinary Shares in issue will be
10,436,291.

Change of Directors

The following Directors will remain on the Board and assume the following
positions on Completion:-
Michael Swinney - Non Executive Director
Wendy Rosenthal - Non Executive Director

On Completion, Matt Rothman and Michael Russell will resign as directors of
Hyper.

The following Directors will be appointed to the Board on Completion:-
Uday Nayak - Executive Chairman
Sebastian Moonjely - Executive Director

Uday Nayak

Uday comes from a business family in India and has a wealth of knowledge in
dealing with companies in the Indian sub-continent.

He is co-founder and chairman of Veling Ltd, an aircraft leasing, remarketing
and asset management business founded in 2002, which through his vision has
been built into a leading independent aircraft lessor ranked 40 in the world.
He liaises regularly with the equity partners and banks to help build up
Veling's funding capability. Prior to that he worked for Credit Lyonnais in
London, specialising in corporate and structured finance products.
 
Uday's passion and interest in luxury watches led to setting up Dreamweaver
Luxury Ltd, which he intends to use as a base to develop Dreamweaver into a
business that owns or invests in niche luxury brands.

In addition to directorships of the Company, Uday Nayak holds or has held the
following directorships or has been a partner in the following partnerships
within the five years prior to the date of this Circular.

Current Directorships / Partnerships    Past Directorships                                     
  Veling Aviation (UK) Limited            n/a                                                                     
  Airline Partners (UK) Limited                                                                        
  Dreamweaver Luxury Limited                                                    

Sebastian Moonjely

In September 2006 Sebastian joined Veling Aviation UK Ltd in the role of
General Manager. Prior to 2006, Sebastian worked for 24 years at Bank of India
- a commercial bank in India with operations across the globe (the "Bank").

Sebastian has a varied experience in banking, including operations, IT and
administration & management. He was on secondment to the Bank's London office
as IT Manager for its European branches and worked as Head of Planning in the
Bank's Mumbai North Zone.

At Veling, Sebastian plays a pivotal role in the structuring of commercially
viable aircraft sales and leasing transactions. He also handles administration,
logistics and project management which are key in the successful closure of
aircraft transactions. Sebastian Moonjely has not held any directorships during
the past five years.

Proposed Investment Strategy

The Company's investment strategy is intended to be a generalist one with no
specific sector, national or regional focus. The Directors intend to focus on
individual investment and acquisition opportunities rather than build a
portfolio of investments.

The Directors believe that they have corporate management and acquisition
experience and intend to utilise their skills and experience in making
acquisitions and applying management techniques to improve the performance of
any acquisitions.

The Company will seek acquisitions which would generally have some or all of
the following characteristics, namely:

  * which provide a strategic fit;
   
  * which have significant asset or intellectual property value and should have
    opportunities for consolidation or further development;
   
  * where a large part of the consideration could be satisfied by the issue of
    Ordinary Shares or other securities in the Company; and
   
  * where any investment can potentially generate capital uplift for its
    shareholders.
   
Such acquisitions could include companies in which the Directors are
shareholders and in which they may also exercise control, collectively or
individually.

On an exceptional basis the Directors will also consider loss-making targets
where, in their opinion, there is a clear opportunity to develop a profitable
business.

General Meeting

The Notice convening the General Meeting is set out on pages 10, 11 and 12 of
this document at which the Resolutions will be proposed for the purpose of
implementing the Disposal. A summary of the Resolutions is set out below:

Resolution 1, which will be proposed as an ordinary resolution, increases the
authorised share capital of the Company from £200,000 to £300,000 by the
creation of 10,000,000 Ordinary Shares.

Resolution 2, which will be proposed as an ordinary resolution and which is
subject to the passing of Resolution 1, gives the Directors the authority to
allot Ordinary Shares up to a maximum amount of £200,000 for the purpose of the
Placing.

Resolution 3, which will be proposed as an ordinary resolution and which is
subject to the passing of Resolution 2, approves the Disposal as a transaction
comprising a fundamental change of business involving a related party, as is
required by the PLUS Rules.

Resolution 4, which will be proposed as an ordinary resolution and which is
subject to the passing of Resolutions 1 to 3, approves the Disposal as a
substantial property transaction with a Director, as is required by section 190
of the Companies Act 2006.

Resolution 5, which will be proposed as an ordinary resolution and which is
subject to the passing of Resolutions 1 to 4, approves the appointment of Uday
Nayak and Sebastian Moonjely as Directors.

Resolution 6, which will be approved as ordinary resolution and which is
subject to the passing of Resolutions 1 to 5, approves the Company's Investment
Strategy.

Resolution 7, which will be proposed as a special resolution and is subject to
the passing of Resolutions 1 to 6, gives the Directors the authority to allot
Ordinary Shares without having to make a pre-emptive offer of Ordinary Shares
to the Shareholders.

Resolution 8, which will be proposed as a special resolution and which is
subject to the passing of Resolutions 1 to 7, changes the Company's name to "V2
Ventures Plc".

Recommendation

The Independent Directors, believe that the Disposal is in the best interests
of the Company and its shareholders as a whole and consider the terms for the
Disposal to be fair and reasonable insofar as Shareholders are concerned.
Accordingly, the Independent Directors recommend that you vote in favour of the
Resolutions.

The Directors of the issuer accept responsibility for this announcement.

                                   ---ENDS---

Enquiries:

HYPER ENTERTAINMENT PLC Tel: 020 7025 8077
Michael Russell - Non-Executive Director
Matt Rothman - Non-Executive Director

RIVINGTON STREET CORPORATE FINANCE Tel: 020 7562 3373
Eran Zucker
[email protected]
                                                       

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