Acquisition, Issue of Equity and Directorate Ch...

Acquisition, Issue of Equity and Directorate Changes

Media Corporation PLC

Media Corporation Plc
(‘Media Corp’ or the ‘Company’)

Media Corp acquires Intabet Limited

Acquisition, Issue of Equity and Directorate Changes

Media Corporation Plc, the AIM quoted advertising network and online gaming group, is delighted to announce the acquisition of Intabet Limited (‘Intabet’), a new and unique online betting platform, for £1.53m (the ‘Acquisition’) to be satisfied by the issue of 152,719,840 new ordinary shares of 1p each (the ‘Consideration Shares’).

Phil Jackson and Adam Fraser-Harris, part of the management team of Intabet, have agreed to join the Board of Media Corp with immediate effect as non-executive chairman and interim CEO respectively. Further details on Phil and Adam are set out below. With the announcement of the Acquisition, Justin Drummond, Chairman, and Sara Vincent, Interim CEO, have resigned from the Board with immediate effect and have left the Group to pursue other interests.

In addition, the Company has entered into a loan agreement to draw down up to £750,000 (the ‘Loan’) to provide working capital for the Enlarged Group. Further details of the Loan are set out below.

About Intabet

Intabet is a new and unique online betting platform providing customers with access to a state of the art odds comparison site which enables the customers to seamlessly execute their bets with the best odds bookmaker - all through their single Intabet account. Whilst there are other odds comparison websites in the market it is this ability to execute bets through multiple bookmakers with one Intabet account that, the directors believe, makes Intabet unique in the online betting market.

The platform has been in development for approximately two years and has cost approximately £1.2m to develop. It has been designed with a view to cover all sports betting but will initially launch, at www.intabet.com, with a football focus. Intabet’s launch for the 2012/13 football season is subject to the grant of a requisite gaming licence and final integrations.

Intabet’s revenue model is based on receipts of an agreed percentage of all net losing bets placed with that particular bookmaker through Intabet. The majority of Intabet’s core functions are outsourced with the result that Intabet is able to control its fixed costs.

With the restructuring of Purple Lounge now underway, the directors believe the acquisition of Intabet will allow the Company to re-establish a newly branded online casino and poker room to run alongside the new betting platform that Intabet provides. The directors are also hopeful that, despite the negative impact Purple Lounge’s restructuring has had on the prospects for the Hippodrome deal, the purchase of Intabet may nevertheless allow that deal to proceed.

The Consideration Shares

As consideration for the Acquisition the Company has issued and allotted to the vendors of Intabet 152,719,840 new ordinary shares in the Company representing 29.99 per cent of the enlarged issued share capital of the Company.

Application has been made for the Consideration Shares to be admitted to trading on AIM (‘Admission’) and it is expected that Admission will occur on 20 May 2012. The Consideration Shares will be subject to a 6 month lock in agreement with the vendors of Intabet followed by a further 6 month orderly market agreement whereby the vendors will only be able to sell Consideration Shares through and with the permission of the Company and the Company’s broker at that time. The Consideration Shares will rank pari passu in all respects with the existing ordinary shares.

Following Admission, the Company’s total issued share capital will comprise of 509,235,879 ordinary shares of 1p each. This figure may be used by shareholders in the Company as the denominator for calculating whether they are required to notify their interest in, or a change to their interest in, the issued ordinary share capital of the Company following Admission.

The following table sets out the percentage holdings of the directors and, where known, the significant shareholders, in the enlarged issued ordinary share capital of the Company following the issue of the Consideration Shares:

	Â	Total number	Â	Percentage of
		of shares held		issued share
Director:	Â	Â	Â	capital held
Â	Â	Â	Â	Â
Phil Jackson	Â	3,433,811	Â	0.67%
Adam Fraser-Harris	Â	3,433,811	Â	0.67%
Nilesh Jagatia	Â	840,345	Â	0.17%
John Palmer	Â	650,000	Â	0.13%
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Substantial Shareholder:	Â	Â	Â	Â
Christopher O’Neill	Â	129,646,416	Â	25.46%
Justin Drummond	Â	24,117,241	Â	4.74%
Jason Drummond	Â	22,907,000	Â	4.50%
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Directorate Changes

Phil Jackson and Adam Fraser-Harris have joined the board as non-executive Chairman and interim CEO respectively with immediate effect.

Mr Jackson (42) has twenty years’ experience in general management, sales and marketing. He held senior international marketing positions for United Health Group, driving their clinical research and data management group revenues from $50m to $1bn in the period 2004-2010. For the last two years, Phil has been advising on the corporate development of betting software group, Intabet, as well as advising specialist health analytics group, LA-SER, through international expansion. He is a founder of Docobo, a leading eHealthcare company, and founder and CEO of Jackson Beazeley Limited, a specialist manufacturer and international distributor of nursery products.

Mr Fraser-Harris (42) is a qualified chartered accountant and an experienced corporate financier and company director. He joined Intabet in January 2012 as CFO and has, over the last few months, been acting COO helping to drive the company to launch. He worked at Charterhouse Securities for four years until 2000 when he moved to become a Director at ING Baring Investment Bank. In 2004 he co-founded his own corporate finance operation which he built to profitability before taking on a series of finance director roles within technology related businesses. Following a period back in corporate finance at Baker Tilly, in 2011 he moved to set up his own consultancy and he now acts as a non-executive commercial/finance director to a number of technology businesses.

In accordance with the AIM Rules, further information in relation to Phil Jackson and Adam Fraser-Harris, which is required to be disclosed, is set out below. Save for the information disclosed, there is no other information falling to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies in relation to Phil Jackson and Adam Fraser-Harris.

Full Name and Age: Philip Ian Jackson (aged 42).

Nationality: British

Interest in the Company’s Shares: At the date of this announcement, Phil Jackson has no interest in the ordinary shares of 1p each in Media Corp. Following the issue of the Consideration Shares, Phil Jackson will have a holding of 3,433,811 ordinary shares in the Company representing 0.67 per cent of the enlarged issued ordinary share capital of the Company.

Directorships and Partnerships: Phil Jackson has held the following directorships or partnerships within the last five years.

Current	Â	Â	Â	Previous
Jackson Beazley Limited				Inta Stadia Limited
Eyoupay Limited
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Full Name and Age: Adam Howard Fraser-Harris (aged 42).

Nationality: British

Interest in the Company’s Shares: At the date of this announcement, Adam Fraser-Harris has no interest in the ordinary shares of 1p each in Media Corp. Following the issue of the Consideration Shares, Adam Fraser-Harris will have a holding of 3,433,811 ordinary shares in the Company representing 0.67 % per cent of the enlarged issued ordinary share capital of the Company.

Directorships and Partnerships: Adam Fraser-Harris has held the following directorships or partnerships within the last five years.

Current	Â	Â	Â	Previous
Westerhall Consultants Limited				Yellowfin Limited
				B C Capital Limited
				Buchanans Property Limited
				Â

Justin Drummond and Sara Vincent have resigned from the Board with immediate effect and have left the Group to pursue other business interests.

The Loan

To help fund the Enlarged Group’s working capital following the Acquisition, the Company has entered into a secured loan agreement for £750,000. The Loan, which can be drawn down immediately, is for a period of 12 months with interest payable at 10 per cent above the base lending rate from time to time of Barclays Bank plc and is secured over all intellectual property and company assets of the Company’s wholly owned subsidiary, Eyeconomy Limited.

Phil Jackson, Chairman, commented: ‘I am delighted to join the Board of Media Corp at this transitional, yet exciting, time for the Company. The acquisition of Intabet represents a huge opportunity to be involved with a betting platform that we believe could revolutionise the online betting market. The tie up with Media Corp and the access it provides to both the Purple Lounge user base and the online advertising and marketing expertise it has through Eyeconomy should give Intabet the best chance of success, on its launch later this year. I would also like to thank Justin Drummond and Sara Vincent for their many years’ service to Media Corp and wish them well in their future endeavours. I look forward to providing further updates as and when appropriate.’

Contacts:

Media Corporation Plc	Â	Â	Â	Tel: [phone]
Phil Jackson - Chairman
Nilesh Jagatia – Group Finance Director
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Northland Capital Partners Limited				Tel: + 44 20 7796 8800
Luke Cairns / Rod Venables (Nominated Adviser)
Katie Shelton (Joint Broker)
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XCAP Securities				Tel: + 44 207 101 7070
Jon Bellis / Karen Kelly (Joint Broker)
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Bishopsgate Communications				Tel: + 44 20 7562 3350
[e-mail]
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