Vision Media Group International | News
06 December 2007 Notice of EGM
ScreenFX plc (AIM:SFX), the digital advertising and communications specialist, announces that the Company is to seek shareholder approval for a series of proposals at an Extraordinary General Meeting ("EGM") to be convened for 11:00 a.m. on Friday 28 December 2007 at the offices of Halliwells LLP, St James's Court, Brown Street, Manchester M2 2JF.
Since the announcement of 20 October 2007 regarding the convertible loan facility agreed with Trafalgar Capital Specialised Investment Fund ("Trafalgar"), the Board has been in discussions with Trafalgar to secure longer term funding which will provide the Company with a sound financial footing to carry the business forward. As a result of those discussions, subject to shareholder approval of the proposals, Trafalgar have agreed to replace the second tranche of the existing loan facility (£225,000) with increased facilities totalling £1.25 million, £330,000 of which will be used to settle the existing loan.
Additionally, the Board announced on 1 October 2007 that it had signed heads of agreement in respect of a proposed acquisition of a business which is in a related activity to that of the Group. It was also announced that this acquisition (the "Acquisition") would be wholly funded by shares in the Company. Discussions are now at an advanced stage and the Board is seeking Shareholders' approval to conclude this transaction and allot the consideration shares. As part of these arrangements, the Company will also be seeking to raise an additional £3 million by way of a placing of Ordinary shares (the "Placing") and will be converting certain outstanding loan liabilities to Directors and other parties into Ordinary Shares (the "Loan Conversions"). Following completion of the Acquisition and the other proposals summarised above, it is proposed the name of the Company will be changed to Vision Media Group plc.
In order to effect these proposals certain approvals are required from the Shareholders in general meeting.
Summary of proposals
- To increase the authorised share capital of the Company to £30,000,000 by the creation of 184,000,000 new Ordinary Shares;
- to authorise the Directors to allot relevant securities to facilitate the £1.25 million convertible loan agreement with Trafalgar, the Acquisition, the Placing and the Loan Conversion;
- to authorise the Directors to allot equity securities otherwise than on a pre-emptive basis;
- to amend the articles of association to adopt 14 days notice period for the commencement of general meetings in line with the Companies Act 2006; and
- to change the Company name to Vision Media Group plc.
Mike Cottman, Executive Chairman of ScreenFX, said: "This has the potential to be a transformational deal for ScreenFX and should further strengthen our ability to attract national advertising revenue to the Group. The support of existing and new shareholders has been fundamental in putting this proposal together.
"Also, after the EGM, Dave Clark will be stepping down from the Board of the Company and his role as CEO of ScreenFX to pursue fresh career initiatives. As the founder of ScreenFX, Dave has been an industry pioneer in the world of out-of-home digital advertising. The Board would like to thank Dave for all his efforts, drive and enthusiasm during his time as CEO and we wish him every success for the future."
Copies of the Circular have been posted to shareholders and are available from ScreenFX's website in accordance with Rule 26 of the AIM Rules for Companies, www.screenfx.com.
For further information:
| ScreenFX plc | |
| Mike Cottman, Executive Chairman | Tel: +44 (0) 161 428 5544 |
| mikec@screenfx.com | |
| Seymour Pierce Limited | |
| Stuart Lane / John Depasquale, Corporate Finance | Tel: +44 (0) 20 7107 8000 |
| stuartlane@seymourpierce.com | www.seymourpierce.com |
| Media enquiries: | |
| Abchurch | |
| Henry Harrison-Topham / Gareth Mead | Tel: +44 (0) 20 7398 7700 |
| henry.ht@abchurch-group.com | www.abchurch-group.com |