Purchase of Convertible Loan Note and Proposed Acquisition
UBC Media Group plc (AIM: UBC) ("UBC" or the "Company"), the multimedia content and services company, is pleased to announce that it has entered into a Letter of Intent in relation to the proposed acquisition of 7digital Group, Inc ("7digital"). Furthermore, UBC has lent £1 million to 7digital by way of the purchase of a convertible loan note from 7digital.
In June last year UBC indicated that it had identified the emerging interactive media market as the sector of its business that offered the best opportunity for growth as so-called ’connected’ devices became more important for the consumption of content. Our activities in this area include our investment in the audio social network platform Audioboo - where, as announced today, monthly consumption of audio clips has reached 22 million - and our work in developing interactive software applications and "Apps" for global media clients, including the main software elements behind the UK’s "Radioplayer". As well as the organic growth which we have seen in these areas, the Company indicated that it planned to seek to use its cash balances to invest further and seek acquisitions.
We are pleased today to announce the first steps in the creation of a new publicly listed company which combines the assets of UBC, including its investment in Audioboo, with those of privately-owned 7digital.
Convertible Loan and Letter of Intent
UBC is announcing today that it has lent £1 million to 7digital by way of the purchase of a convertible loan note from 7digital ("the Convertible Loan"). The Convertible Loan will accrue interest at a rate of 5 per cent per annum until 30 April 2014 and 7 per cent per annum thereafter. The principal and accrued interest on the Convertible Loan is due and payable in 24 equal payments, payable monthly, beginning on 1 May 2014, or earlier in specified circumstances. UBC may elect, at any time, to convert the Convertible Loan into preference shares in 7digital.
At the same time, UBC and 7digital have signed a non legally binding Letter Of Intent pursuant to which the parties have agreed to work in good faith to agree Heads of Terms outlining the detailed material terms of a potential acquisition of 7digital by UBC ("the Acquisition") by no later than 16 December 2013 with a view to entering into a definitive sale and purchase agreement by 30 April 2014. There can be no assurance that the parties will successfully conclude such negotiations or that any potential transaction will be completed.
The deal, if completed as envisaged, will create a company with customers ranging from the BBC and Yahoo! to Samsung and HTC, operating in 42 countries, with nearly 5 million registered users and with its services pre-loaded on 60 million mobile devices. In content terms, the new company will have an archive of thousands of hours of entertainment programming, producing 1,200 hours of new material a year and have a licensed catalogue of 25 million music tracks and audiobooks.
7digital is a leading digital music technology platform, headquartered in the UK but operating globally. The company powers services for many of the world’s leading brands including Samsung, HTC, BlackBerry, HMV and T-Mobile. 7digital’s revenue last year was over £11m and has risen from just £3m in 2009 and, earlier this year, it received the prestigious Sunday Times Tech Track 100 award.
The Acquisition, if consummated, would constitute a reverse takeover under Rule 14 of the AIM Rules for Companies and will therefore be conditional, inter alia, upon the publication of an admission document by the Company and the approval of UBC’s shareholders at a general meeting.
In accordance with the AIM Rules, trading in UBC’s ordinary shares have been suspended with effect from 7:30 a.m. today pending publication of an admission document by the Company or an announcement that the proposed Acquisition is no longer proceeding.
UBC Media Group
020 7453 1600
Simon Cole, Chief Executive
Chris Dent, Finance Director
020 7220 0500
Charlotte Stranner - Corporate Finance
Victoria Bates - Corporate Broking
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