Cellcast News
Loan Facility, Conversion to Equity and Placing, Notice of EGM
23 February 2007
Further to the announcement made on 19 February 2007 relating to the delay to the draw down of the loan facility, Cellcast plc ( AIM:CLTV), the global interactive digital broadcaster, announces an additional £173,000 drawdown of its £1 million convertible loan facility with Headstart Funds ("Headstart") (the “Headstart Facility”) in order to fund working capital.
On 20 February 2007 Headstart issued conversion notices in respect of £198,000 out of the £225,000 convertible redeemable loan notes issued to them in respect of the £225,000 drawdown by the Company under the Headstart Facility on 26 January 2007. In the conversion notices Headstart has directed that the 3,142,857 shares issued pursuant to the notices (the "Conversion Shares") be issued and placed with an investor at 6.3 pence per share (who will subscribe a total of £198,000 for the Conversion Shares).
Application has been made for the Conversion Shares, which will rank pari passu with the existing shares in issue, to be admitted to AIM, and admission is expected to become effective on 28 February 2007.
Following this notification, the total number of shares in issue stands at 49,988,447 shares.
Cellcast also announces that notice of an extraordinary general meeting (EGM), to be held at 15.00hrs on 23 March 2007 at the Company’s offices, 3-8 Bolsover Street London W1W 6AB, has been posted to shareholders.
To ensure the ability of the Company to pursue opportunities if and when they become available, the Directors are seeking approval to increase the Company's authorised ordinary share capital and to grant the Directors the power to allot new ordinary shares for cash on a non-pre-emptive basis.
Resolutions to the following effect will be proposed at the EGM as Ordinary Resolutions:
(a) to increase the authorised share capital to create 50,000,000 new Ordinary Shares;
(b) to authorise the Directors to allot all new 50,000,000 Ordinary Shares of the Company;
and a resolution will to the following effect be proposed as a Special Resolution:
(c) to authorise the Directors to allot up to 50,000,000 Ordinary Shares for cash as if Section 89(1) of the Companies Act 1985 did not apply.
Copies of the notice of the EGM will be available for public viewing at the registered office of the Company, The Registry, 34 Beckenham Road, Beckenham Kent BR3 4TU.
For further information:
Cellcast plc |
|
Andrew Wilson, CEO |
Tel: +44 (0) 20 7190 0300 |
|
|
|
|
| HB Corporate | |
Edward Hutton/ Rachel Kane |
Tel: +44 (0) 20 7510 8600 |
| www.hbcorporate.co.uk |
Media Enquiries:
Abchurch |
|
Henry Harrison-Topham / Joanne Shears |
Tel: +44 (0) 20 7398 7700 |
Notes to Editors:
Cellcast plc
Cellcast plc ( AIM:CLTV) is a leading international provider of participation television applications and interactive mobile content in the fast-growing multi-platform digital entertainment sector. Headquartered in London, with associated operations in Paris, Beirut, Mumbai, Miami, Hong Kong and Sao Paolo, Cellcast’s applications and programming are distributed on the Sky Digital and Freeview platforms in the UK and broadcast partners include Canal+ in France; Future TV, Dubai Television and Rotana TV in the Middle East; Zee TV, STAR TV and Sahara TV in India; TVS-3 in China; TV3 in Malaysia; and Rede TV, TV Gazetta and TV Banderantes in Brazil.
Cellcast’s revenues streams are independent of both advertising and subscription fees. With a network of revenue sharing agreements with telecommunications carriers and aggregators across five continents, Cellcast receives a share of the call revenue every time a consumer uses a mobile or fixed-line phone to participate in its interactive entertainment, revenue which is retained or shared with its broadcast partners. Cellcast’s programme formats and proprietary Interactive Platform (CIP) also facilitate delivery of content to mobile phones, the internet and broadband-delivered IPTV. This enables viewers to continue participating in a programme away from the TV, generating 24/7 revenue opportunities.
Cellcast plc joined the AIM market of the London Stock Exchange on 21 September 2005.