Notice of EGM - Replacement

Yoomedia PLC 08 September 2006 The following amends the Notice of EGM announcement released today under RNS number 68161 at 9.15am. The date of the EGM is 3 October 2006 and not 2 October 2006 as previously stated. All other details remain unchanged and the full amended announcement appears below. YooMedia plc / Ticker: YOO / Index: AIM / Sector: Media 8 September 2006 YooMedia plc ('YooMedia' or 'the Group') Notice of EGM YooMedia plc, the AIM-traded interactive content and services provider is convening an Extraordinary General Meeting ('EGM') to be held at Northumberland House, 155-157 Great Portland Street, London W1W 6QP on 3 October 2006 at 10.00 a.m. As previously communicated to shareholders, over the last nine months the Board has endeavoured to strengthen YooMedia's balance sheet, focus the Group on serving its business customers' business to business activities, and restructure its organisation appropriately. These actions have not only been precipitated by internal considerations but more importantly by rapid and significant changes in the industry in which the Group operates. Key to the effectiveness of these actions is the availability of finance; both equity and debt in the correct ratio. The proposals to be presented to shareholders for approval at the EGM are part of this process. The Board considers that these proposals are important to ensuring the ongoing financial health of the Group, and they are recommended to shareholders by the Board. YooMedia has, during a challenging commercial period, won significant contracts and formed strategic partnerships with major industry entities. These contracts illustrate the value of the skills, proprietary technology and experience of YooMedia and its team in an exciting and growing sector. At the same time, the process of restructuring and consolidation has continued and the Group is now entering the real delivery stage of its development. Its results alone will confirm the wisdom of the actions it has taken. On 24 August 2006, the Group announced that it had entered into a joint venture with SGI Limited ('SGI'), a company backed by Mr Peter Shalson. Contemporaneous with this joint venture, the Group has entered into an agreement with Yieldtown Limited ('Yieldtown'), a company owned by Mr Peter Shalson, under which it is proposed to grant Yieldtown the option to subscribe for a number of Ordinary Shares in the Company in the terms set out below. Further, over the past few months the Directors have taken a number of steps to improve and enhance the Group's position and to review funding options for the business, as part of which it entered into a loan agreement with Mr Leo Noe in the terms set out below. Also, and as previously announced on 21 July 2006, as part of its refinancing of its facilities with Lloyds Bank plc the Group announced that it had made alternative funding arrangements with Mentor Marketing and Investment Limited ('Mentor'). As part of these arrangements, and subject to shareholder approval, the Group has agreed to grant to Mentor the Mentor Warrants. The purpose of the circular being sent to shareholders ('the Circular') is to seek shareholder approval to constitute the Option Agreement and the Warrant Instruments and to authorise the Directors to allot and issue shares pursuant to the Noe Conversion for the Option, the Noe Conversion and the Noe and Mentor Warrants, to enter into the Option Agreement and also to seek the approval of shareholders to authorise the Directors to both allot Ordinary Shares generally and to allot Ordinary Shares otherwise than on a pre-emptive basis following the EGM. The Directors have examined a range of suitable fundraising options available. After careful consideration, the Directors believe that the constitution of the Warrant Instruments, entering into of the Option Agreement and the Noe Conversion is in the best interests of Shareholders as a whole. The Option On 25 August the Group announced that it had entered into a joint venture agreement with SGI, under which it assigned the intellectual property rights to the Group's innovative Real Time Messaging System and certain rights to the game of Tringo, a mixture of Bingo and Tetris, on TV to the joint venture. YooMedia further undertook to use its best efforts to obtain the novation of certain contracts relating to Tringo and the Real Time Messaging System to the joint venture company. Contemporaneous with this joint venture agreement, the Group entered into the Option Agreement with Yieldtown as more fully set out in the Circular. The Noe Conversion and Warrants On 24 March 2006, the Group entered into a loan agreement with Mr Leo Noe for the provision of short-term funding in the amount of £500,000. The Directors have used a proportion of their existing authority to issue Ordinary Shares in part satisfaction of the Noe Loan as set out in the Circular. It is now proposed to satisfy the balance of that loan through the issue and allotment, credited as fully paid, of the Noe Shares and the Noe Warrants. The outstanding balance of the Noe Loan is £219,432. It is intended, subject to shareholder approval at the EGM, to satisfy the existing balance of the Noe Loan by the issue of 10,521,583 New Ordinary Shares to Mr Noe at a price of 2 pence per Ordinary Share and the issue of the Noe Warrants. Each Noe Warrant entitles Mr Leo Noe to subscribe for one new Ordinary Share at a subscription price of 1.75 pence per Ordinary Share exercisable for a period of 3 years from the date of the adoption of the Noe Warrant Instrument and it is proposed to issue 1,178,418. The constitution of the Noe Warrant Instrument and the grant of the Noe Warrants is subject to the approval of shareholders at the EGM. Further details regarding the terms of the Noe Warrants are set out in the Circular. The Mentor Warrants On 21 July 2006, YooMedia entered into a financing agreement with Mentor under which Mentor agreed to provide the Group with financing of up to £2,400,000. An initial £1,380,000 was provided by Mentor on signature of the financing agreement, and the remainder was to be drawn down subsequently upon the fulfilment of certain specified conditions. To date a further £375,000 has been drawn down. As part of this financing agreement, the Group agreed, subject to shareholder approval, to grant Mentor warrants for Ordinary Shares having an aggregate subscription value equal to £1,000,000, the value of each Ordinary Share to be calculated at 1.63 pence. It is therefore proposed, subject to the approval of shareholders at the EGM, to grant warrants to Mentor in respect of 61,353,000 Ordinary Shares pursuant to the terms of the Mentor Warrant Instrument. Each Mentor Warrant entitles Mentor to subscribe for one new Ordinary Share at a subscription price of 1.63 pence per Ordinary Share exercisable for a period of three years from the date of the adoption of the Mentor Warrant Instrument. The constitution of the Mentor Warrant Instrument and the grant of the Mentor Warrants is subject to the approval of shareholders at the EGM. Further details regarding the terms of the Mentor Warrants are set out in the Circular. Irrevocable Undertakings The Directors have irrevocably undertaken to vote in favour of all of the Resolutions in respect of their own shareholdings amounting in aggregate to 56,149,949 Ordinary Shares, representing approximately 8.93 per cent. of the Existing Issued Share Capital. * * ENDS * * For further information, visit www.yoomedia.com or contact: YooMedia plc Neil MacDonald, Group Managing Director Tel: 020 7462 0870 St Brides Media & Finance Ltd Isabel Crossley Tel: 020 7242 4477 About YooMedia plc YooMedia is one of the fastest growing interactive entertainment companies in the UK. Essentially, it develops and delivers premium interactive content and services to households and individuals via TV, the web, telephony and mobile phones. It has four main divisions: • YooMedia Dating - manages dating brands including Dateline and Avenues from over 20 locations throughout the UK. Operates across traditional media, digital TV, internet and mobile phones. • YooMedia Gambling & Games - interactive fixed odds, play for fun casino and poker related games services for digital TV, the web and mobile phones. Brands include Channel 852, operated on behalf of William Hill, and Avago, which was established by YooMedia and is now managed on behalf of Gala Group. • YooMedia Interactive Services - delivers interactive content that enhances consumer and audience experiences. Customers include the BBC, Nestle, Celador, Channel 4, The Cartoon Network, Anheuser Busch, and HR Owen. • YooMedia Public Sector - provides digital solutions/media services to leading public sector organisations including the NHS Direct Interactive TV service, the Learning and Skills Council TV Kickstart service and a range of local authority TV services. The Group's experienced management team includes: Chairman, Dr. Michael Sinclair, who holds a number of directorships in both the UK and the USA having previously founded Lifetime Corporation; and Managing Director, Neil MacDonald, whose career spans 11 years in multimedia and interactive sectors plus a further 19 years in the retail industry. This information is provided by RNS The company news service from the London Stock Exchange

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