Acquisition and Notice of GM

Bright Things plc 30 November 2007 Bright Things plc 29 November 2007 Bright Things plc ('Bright Things' or the 'Company') Acquisition, Placing and Notice of General Meeting The Directors of the Company are pleased to announce the that the Company has today entered into an acquisition agreement relating to the proposed acquisition of the entire issued share capital of Commonworld Ltd (the 'Acquisition' or 'Commonworld') and that it has raised £955,000 (before expenses) through the conditional placing of 23,875,000 new Ordinary Shares at 4 pence per share (the 'Placing'). As announced in the results for the period ending 31 March 2007 and subsequently in the interims, the Board has been reviewing a number of new initiatives and opportunities with a view to growing the business and, in doing so, create value for Shareholders. Work continues on the Company's current business and the Tiger Woods PGA Tour 07 game has been launched on schedule with over 30,000 units ordered. In addition, the Company continues to explore new opportunities for the ASIC chip. Notwithstanding the Board's belief in the potential of the current business, it now believes that in order to grow the Company a new product initiative is required to complement and add to the existing products. To proceed with the Acquisition and Placing the Company needs to effect a capital reorganisation, involving the sub-division of each of the Ordinary Shares into one new Ordinary Share and one Deferred Share. The Company will today send a circular to shareholders to convene a General Meeting for the purpose of passing the certain resolutions to permit the Acquisition and Placing to proceed and to effect the Capital Reorganisation. 1. Description of the Business of Commonworld Commonworld was established in November 2006 in order to develop a social networking platform to allow the creation of web based communities. The first such product, 'Social Network Maker', is under development and designed to provide a secure, dedicated social network for groups and organisations. Whilst 'Social Network Maker' will be akin to social network sites on the Internet such as Facebook, MySpace or Bebo it is distinct by virtue of it enabling organisations and groups to create and maintain closed user social networks. Upon completion of the development of the product the Directors are intending initially to sell 'Social Network Maker' as a boxed CD ROM through retail outlets, and online, for a fixed price. The price paid by the user will include the hosting of the user's social network for an initial 12 month period. Thereafter it is intended that users would pay a monthly subscription to continue to use the product and for the Company to host the user's social network, according to the number of members in the network. 'Social Network Maker' is designed to be highly customisable in both design and layout to suit the specific requirements of the user. The Directors consider there are numerous types of groups for whom 'Social Network Maker' could become an indispensable tool, be it for schools, companies, local sports leagues or simply extended family networks. Commonworld, by virtue of its recent incorporation, has yet to publish any financial results but has carried out limited transactions to date and its only asset on completion of the Acquisition will be the Intellectual Property behind the social network platform. Immediately following the Acquisition, Get on With It Limited ('GOWIT'), a company controlled by the vendors of Commonworld will be contracted to complete the development of the Social Network Maker product. 2. Details of the Acquisition Under the terms of the Acquisition Agreement the Company has agreed to acquire the entire issued share capital of Commonworld for the issue upon completion of the Acquisition of the 7,500,000 Ordinary Shares in the Company. Subject to the development and testing of the Social Network Maker product being completed by not later than 31 July 2008, the Company has agreed to issue to the vendors of Commonworld a further 3,091,250 new Ordinary Shares. In addition, if the net proceeds of sales of the Social Network Maker product in the period of two years following the commercial launch exceed £2,000,000, the Company has agreed to issue to the vendors of Commonworld a further 3,091,250 new Ordinary Shares. The maximum aggregate number of new Ordinary Shares that may be issued pursuant to the Acquisition Agreement is 13,682,500 new Ordinary Shares. Assuming no further issue of new Ordinary Shares is made by the Company following completion of the Acquisition and Placing, other than the issue of all the new Ordinary Shares pursuant to the Acquisition Agreement, the Consideration Shares would represent approximately 20.1% of the enlarged issued share ordinary share capital of the Company. The Acquisition represents a substantial transaction under the AIM Rules. Based on the mid-market price of an Ordinary Share at the close of business on 28 November 2007 (the latest practicable date prior to the printing of this document) of 5.88p, and on the basis of the issue of all of the Consideration Shares to which the vendors of Commonworld may become entitled, the Acquisition values Commonworld Ltd at £804,531. The Initial Consideration Shares will represent approximately 12.1 per cent. of the issued ordinary share capital of the Company immediately following completion of the Acquisition and Placing. The Acquisition Agreement is conditional, inter alia, on completion of the Placing and Admission. GOWIT has been granted a licence of the IP by Commonworld under which GOWIT is granted rights that will permit it to support and host seven websites developed for third parties using the IP. The licence also permits GOWIT to use and licence the IP to develop, support and host further bespoke websites for clients, with the prior written consent of Commonworld, in respect of which Commonworld will be entitled to a 15% royalty. Under the services agreement pursuant to which GOWIT has agreed to develop 'Social Network Maker', Commonworld has agreed to pay GOWIT a royalty of 7.5% on all sales of 'Social Network Maker' in excess of £2 million, in addition to the fees and expenses payable to GOWIT for the provision of services. 3. Details of the Placing The Company has conditionally raised £955,000 (before expenses) by the issue of the 23,750,000 new Ordinary Shares at 4p. The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares in issue following the Capital Reorganisation. Application will be made for the Placing and Consideration shares to be admitted to AIM and are expected to be admitted to trading on AIM on 27 December 2007. 4. Directors Dealing Dominic Wheatley, chief executive of the Company and Ian Livingstone, Chairman of the Company are subscribing for respectively 2,500,000 and 1,250,000 Placing Shares pursuant to the Placing, representing respectively approximately 10.5 per cent. and 5.2 per cent. of the Placing Shares. Immediately following the issue of the Initial Consideration Shares and the Placing Shares and Admission, Dominic Wheatley will be interested in 8,205,102 new Ordinary Shares, representing approximately 13.63 per cent. of the issued ordinary share capital of the Company and I will be interested in 1,305,556 new Ordinary Shares, representing approximately 2.11 per cent. of the issued ordinary share capital of the Company. Taken in aggregate the Directors' subscription would represent a related party transaction under the AIM Rules. Edward Levey and Matthew Tims, as independent directors in respect of this transaction, consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable as far as the shareholders are concerned. 5. The Capital Reorganisation The Placing Price of 4 pence is below the nominal value of an Ordinary Share being 10 pence. Ordinary Shares may not be issued below their nominal value. Accordingly, at the General Meeting it is proposed to sub-divide each issued Ordinary Share of 10 pence into one new Ordinary Share of 1 penny and one Deferred Share of 9 pence. The rights attaching to the Deferred Shares will be minimal so that the equity value of the Company will effectively be attributed entirely to the new Ordinary Shares. It is also proposed to sub-divide each of the unissued Ordinary Shares into 10 new Ordinary Shares of 1 penny. In due course it is intended that the Deferred Shares will be cancelled as part of a capital reconstruction. 6. The General Meeting The General Meeting has been convened for 10:30am on the 24th December 2007 at the offices of Faegre & Benson LLP, 7 Pilgrim Street, London EC4V 6LB. The circular, containing full details of the resolutions, is available on the Company's website: www.brightthings.com For further information please contact: Bright Things PLC 0870 351 7770 Dominic Wheatley, CEO Edward Levey, Finance Director HB Corporate Luke Cairns/ Rory Creedon Tel: +44 (0) 207 510 8600 Brunswick Group Giles Croot / Mark Antelme, Tel: +44 (0) 207 404 5959 This information is provided by RNS The company news service from the London Stock Exchange
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