Acquisition and Placing

Newsplayer Group PLC 02 February 2004 2nd February 2004 NEWSPLAYER GROUP PLC ACQUISITION OF BETELGEUSE PRODUCTIONS Inc. AND PLACING OF NEW SHARES Newsplayer Group plc ('NPG', the 'Group' or the 'Company'), the media company, announces today that it has agreed to acquire Betelgeuse Productions Inc., ('BPI') based in New York. The consideration will be satisfied by a combination of cash and shares totalling £3 million (based on the closing mid-price of NPG shares on 29th January of 26.75p and a $/£ exchange rate of 1.80). Payment of the consideration will be structured as follows: 6,250,000 new NPG ordinary shares and £118,000 in cash on completion and a further £1.25 million by the issue of loan notes to be redeemed in 36 equal monthly instalments (the 'Acquisition'). The Acquisition is conditional only upon the Company securing shareholder approval to increase the authorised share capital of NPG and to grant the Directors authority to issue the new shares in accordance with Acquisition. An Extraordinary General Meeting will be convened in the next 30 days to seek these authorities. The cash consideration for the Acquisition will be financed by the placing of new shares announced below. The vendors have agreed lock-in arrangements for the new shares whereby there will be no disposal for six months and a maximum of 10% per month thereafter in consultation with the Company. Betelgeuse (pronounced 'Beetle juice') Productions Inc is an independent programme maker as well as a provider of broadcast production and post-production services for major TV networks, cable channels and advertising agencies. The business is based in central Manhattan, where it has been located since it was founded by John Servidio and Sam Domenico over 20 years ago. In that time BPI has established itself as a market leader with strong brand values and has won over 50 Emmy awards. Following the Acquisition, Sam Domenico will be retiring from BPI and John Servidio will remain as President and Executive Producer on a 12 month rolling employment contract. Amongst other shows, BPI produces 'Inside the Actors' Studio' for NBC, now in its 9th season and one of the most highly rated programmes on the Bravo channel. The acquisition of BPI further enhances the Group's positioning as a full service, cross platform, digital content business and will provide critical mass, infrastructure and efficiencies for the existing Group activities in the USA. It is expected that GMS, the recently acquired media services subsidiary of NPG, will work closely with BPI to develop digital solutions for content management, storage and distribution as well as web based initiatives to add value to traditional broadcast technologies. This collaboration will enable BPI to become a leading provider of Internet Protocol based video-on-demand services to the US television industry alongside its existing focus on creative excellence. In addition, BPI's expertise in programme making will be applied to NPG's extensive content libraries to produce programming specifically designed for new platforms such as mobile and broadband. Furthermore, NPG's existing stock footage business, Footage.net, will be relocated from Virginia to BPI's premises in Manhattan which will accelerate the launch of a transactional platform allowing researchers to locate, retrieve, license and take delivery of stock footage quickly and efficiently. This will significantly increase the revenue generating potential of Footage.net. Based upon unaudited accounts, as at 30 June 2003, BPI had net assets of $316,000 and for the year ended 30 June 2003 generated net losses before taxation of $645,000 on turnover of $13,400,000. Since the end of the financial year significant re-structuring and overhead reduction has been implemented and BPI is now trading profitably on a monthly basis. Commenting on the acquisition of Betelgeuse, NPG Chief Executive Paul Duffen said, 'The application of digital technology will play an increasing role in differentiating the winners from the losers in the evolving television industry. This deal represents a 'win-win' combination of skill sets and expertise and a significant step for NPG as we continue to build the Group both organically and through the addition of class leading complementary businesses.' Fund Raising The Company also announces that conditional upon completion of the Acquisition it has agreed to place 10,714,286 new NPG ordinary shares with new and existing shareholders at 21p per share realising £2,250,000, before expenses, in additional working capital for the Group. The Company further announces that the placing of 5,000,000 shares at 20p per share with Strategic Investment Asia Group Japan Ltd ('SIAG'), announced in November, has not been completed due to a delay in the funds arriving from Tokyo. As a result of the prevailing share price and the new placing announced above, the Company has informed SIAG that the proposed placing is no longer possible on the previously agreed terms. Working Capital The Directors of NPG have reviewed the working capital requirements of the Group as enlarged by the Acquisition and are confident that there is sufficient working capital for at least 18 months from the date of completion of the Acquisition. For further information, please contact: Paul Duffen +44 20 7927 6699 NPG Philip Ranger +44 20 7653 6620 Merlin PR Notes to Editors: NPG is a media company that enables the distribution of television and cinema content using Internet Protocol technology. Revenues are generated from the licensing of content to third parties, from subscription and pay-per-view fees paid by consumers and from the provision of technical services to manage, control and distribute audiovisual content. The Group is based in London with wholly owned subsidiaries in New York. NPG has a range of on-line channels including: •Newsplayer.com - newsreel video footage from 1896 to 2001 from the archives of ITN and Reuters •Video.tv- a music video channel featuring over 3500 chart-topping hits •Pureworldcup.com- Highlights from 40 years of the world cup football tournament Frost.tv - hundreds of landmark interviews conducted by Sir David Frost, a director of NPG, over 40 years • Screenplayer.com - Showbiz footage and biographies of the Hollywood Stars of the 20th Century NPG website: www.npg-plc.com For further information on Betelgeuse see www.betelgeuse.com END This information is provided by RNS The company news service from the London Stock Exchange
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