Result of Equity Issue

Newsplayer Group PLC 04 August 2003 4 August 2003 Newsplayer Group plc ('NPG' or the 'Company') Placing of new Ordinary Shares to raise £740,000 Newsplayer Group plc, the media company, announces that it has raised £740,475 before expenses, through a placing of 16,455,000 new ordinary shares of 1p each in the Company ('new Ordinary Shares') at a price of 4.5p per share (the ' Placing'). Details of the Placing The Placing comprises the issue of the new Ordinary Shares which represent 22.8 per cent. of the current issued share capital of the Company or 18.6 per cent. of the enlarged issued share capital. The new Ordinary Shares have been placed with institutional and other investors, including executive directors Paul Duffen and Barry Llewellyn, non-executive director Sir David Frost and the Chairman, David Holdgate, who are investing in aggregate £192,000. The net proceeds of the Placing will be used to provide additional working capital for the Company. The Directors have been advised that the new Ordinary Shares are 'eligible shares' for the purposes of investment by Venture Capital Trusts (VCTs) and subscribers under the Enterprise Investment Scheme (EIS). Accordingly, depending on their personal circumstances and the relevant legislation, applicants for new Ordinary Shares may qualify for tax relief on their investment under the Enterprise Investment Scheme and holdings of new Ordinary Shares should qualify as relevant holdings for investment by Venture Capital Trusts. Application has been made for the new Ordinary Shares to be admitted to trading on AIM and dealings in the new Ordinary Shares are expected to commence on 7 August 2003. Directors' and other interests Following the Placing, the interests of the Directors and principal shareholders subscribing in the Placing are: Number of new Total number of Percentage of Ordinary Shares Ordinary Shares held enlarged issued subscribed for in following the share capital the Placing Placing David Holdgate 600,000 635,714 0.72% Sir David Frost 3,333,333 3,333,333 3.76% Paul Duffen 166,667 8,488,703 9.57% Barry Llewellyn 166,667 8,488,703 9.57% Reef Securities Limited 560,000 7,724,422 8.71% Williams de Broe 7,310,000 7,628,120 8.60% Working capital As part of the process of the Placing, the Directors have reviewed the working capital position of the Company. As a result of this review, having taken account of the net proceeds of the Placing, the Directors are of the opinion, having made due and careful enquiry, that the working capital available to the Company and its subsidiaries will be sufficient for their present requirements, that is, for at least 12 months from the date of admission of the new Ordinary Shares to trading on AIM. Interim Results and Audited Accounts NPG announced its interim results for the six months ended 30 April 2003 on 30 July 2003. The principal subsidiary of Newsplayer Group plc is Newsplayer Limited. Newsplayer Limited's audited accounts for the year ended 31 October 2002 were signed by Deloitte & Touche, Chartered Accountants and Registered Auditors, on 7 July 2003. The audit opinion for those accounts was unqualified but drew attention to the following matter of emphasis, as disclosed in Note 1 of those accounts: 'The Directors have prepared the financial statements on a going concern basis as the forecasts they have prepared indicate that the company will have sufficient cash resources to satisfy its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. The forecasts are subject to a number of uncertainties. Firstly, the forecast includes the anticipated proceeds from a Research and Development tax claim which has yet to be submitted at the date of approval of the financial statements, and the outcome of this claim is therefore uncertain. In the event that the proceeds of this claim were not received in the necessary period the company has available to it a loan of £250,000 from Reef Securities Limited, a company controlled by one of the Directors of Newsplayer International Limited, a fellow group company. Secondly, the forecast contains a significant increase in revenues that are dependent upon the completion of a number of major deals that are in the final stages of negotiation. The Directors are confident that they will be successful in securing these deals. In addition, Newsplayer Group plc, the ultimate parent undertaking, is in the process of raising additional funding that is necessary to fund the operations and expansion of the company and the group. The Directors have agreed to defer a proportion of their entitlement to further salary payments until this fund raising has been completed and have agreed to accept payment in Newsplayer Group plc shares to further conserve the cash available to the company. The Directors are confident that this fund raising will be successful and as a result believe that the company will remain a going concern. The financial statements do not include any adjustments that would result if the going concern basis of preparation of the financial statements should not be appropriate.' Subsequent to Newsplayer Limited's accounts being signed by the Auditors, the Research and Development tax claim was submitted to the Inland Revenue on 10 July 2003. The claim is for an amount of £205,000. Additionally, with regard to the reference in the Auditor's statement to 'deals that are in the final stages of negotiation', on 8 July the Company signed a 2 year Content Partner Agreement with NTL which will generate subscription and advertising revenue for the Company. Corporate developments On 28 April 2003, NPG announced that it anticipated completing the acquisition of US company Global Media Services Inc. ('GMS') in the summer of 2003. Following the completion of satisfactory due diligence on GMS, the Company expects to complete the acquisition shortly. The Directors expect that this acquisition will provide the Company with service-based revenues from activities such as the encoding, hosting, delivery, encryption, distribution and rights management of audiovisual assets as well as revenues from e-messaging and e-mail based direct marketing. As a pre-cursor to its acquisition, NPG has signed a distribution agreement with GMS, which is already enabling NPG to pursue service-based revenues in both the US and the UK. The consideration for GMS is to be satisfied in full by the issue of new ordinary shares in NPG which will represent 20 per cent. of the enlarged issued share capital following the Placing and the acquisition, resulting in the co-founders of GMS, Adam Cohen and Jennifer Sultan, each having an interest in 10 per cent. of the then issued share capital of the Company. Dependant upon the future performance of GMS, further new ordinary shares in NPG, up to a maximum of 9.9 per cent. in aggregate of the enlarged issued share capital (as enlarged by the issue of this deferred consideration) may be issued to Adam Cohen and Jennifer Sultan. Press enquiries: Newsplayer Group plc Paul Duffen 020 7927 6699 Merlin Financial Philip Ranger 020 7606 1244 This information is provided by RNS The company news service from the London Stock Exchange
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