West 175 Media Group Inc
11 June 2002
WEST 175 MEDIA GROUP INC.
Raising of new funds
Board appointments and resignations
West 175 Media Group Inc. ('West 175' or 'the Company'), is delighted to
announce two appointments to its board, together with an immediate injection of
£1,185,000 in the form of loan notes, which, subject to shareholder approval for
the necessary increase in share capital referred to below, will become
convertible into new common shares of the Company. The Company also hopes to
announce shortly the details of a rights issue to raise further funds for the
West 175 is delighted to announce that David Montgomery has today been appointed
Chairman. John Gunn has also re-joined the Board today as a non-executive
director. David Montgomery was chief executive officer of Mirror Group plc
between 1992 and 1999 and oversaw its reconstruction during this period.
Further details on David Montgomery's current and previous directorships are
attached to this announcement. John Gunn was previously a non-executive
director of West 175 between April 1999 and December 2000 and further details of
his current and previous directorships are also attached to this announcement.
California based Douglas Neistat, a non-executive director of the Company since
its flotation in 1996 has also today retired from the board with immediate
effect. The board thanks him for his services for many years. The board also
announces that the resignation of John McEwen, which was conditional on payment
of his severance terms, has now become unconditional.
Raising of new funds
David Montgomery and John Gunn, together with existing non-executive director
and deputy Chairman, Charles Sebag-Montefiore, have co-ordinated a group of both
existing shareholders and new investors to provide an immediate injection of
£1,185,000 to strengthen the Company's cash balance and to fund its ongoing
working capital requirement.
These new funds will be raised through a placing of £1,185,000 unsecured
variable rate two year loan notes (LN). The LNs will become convertible upon
the approval from shareholders at an Extraordinary General Meeting of an
increase in the authorised share capital of the Company, of which further
details are given below (the 'Resolution'). Subject as set out above, the LNs
will be convertible into common shares at 4.5p per share during the period
ending 31 May 2004. This is equivalent to 24 new common shares for each £1.08
nominal of LNs. Any LNs not converted by the holders by 1 June 2004 will be
converted by the Company. Additionally, subscribers of LNs will receive seven
year warrants on the basis of 12 warrants for each £1.08 nominal of LNs. Each
warrant entitles the holder to subscribe for one common share at an exercise
price of 4.5p per share. Subject to the passing of the Resolution referred to
above, the warrants will be exercisable for specified periods until 90 days
after the publication of the 31 March 2009 accounts. Conversion of the LNs in
full would result in the issue of 26,333,333 new common shares. In addition,
exercise in full of the warrants would result in the issue of a further
13,166,667 common shares. The LNs will bear interest at 2% p.a. above Barclays
Bank Base Rate (equates to 6% p.a. at present), which will be paid in common
shares, the number to be calculated at a price of 4.5p per common share at the
point of conversion or, if the LNs remain unconvertible, in cash on redemption.
The LNs will be redeemable in the event that the Resolution is not passed and in
the event of the insolvency of the Company.
As part of this fund raising exercise, and in the absence of sufficient
authorised but unissued share capital, certain existing shareholders of West
175, will tender their shares for sale at a price of 4.0p through SP Angel & Co.
The net proceeds receivable by the vendors will be fully re-invested in the
LNs referred to above. In addition, certain of the selling shareholders have
subscribed additional funds for LNs. The reason for the sale of existing shares
is to enable investors who can only hold quoted securities to make an investment
as part of the re-financing process. As a consequence of this, the following
notifiable disclosures of sales of shares fall to be made today:
Common Shares: LNs acquired
Vendor No.of (%) retained Value (£)
John Gunn * 1,703,221 (7.72%) nil £68,129
Wengen Pension Plan 653,250 (2.96%) nil £26,130
Ludgate 181 (Jersey) Ltd 790,000 (3.58%) nil £31,600
Charles Sebag-Montefiore * 163,563 (0.74%) nil £6,543
* Non-executive director
John Gunn, Wengen Pension Plan (of which John Gunn is the beneficiary) and
Charles Sebag-Montefiore, in addition to selling shares to subscribe for Loan
Notes, as stated above, have also subscribed additional amounts of £20,000,
£30,000 and £25,000 respectively to the LNs.
Additionally, new Chairman, David Montgomery has subscribed £50,000 and Paul
Burton (Finance Director) has subscribed £20,000 to the LN issue. David
Montgomery will receive a salary of £50,000 per annum. As part of his incentive
remuneration, David Montgomery has been awarded additional warrants to subscribe
for a maximum of 5,000,000 common shares. These are subject to performance
conditions, as set out below:
Subscription Price Performance Conditions
Number of Warrants
1,000,000 5 pence 1
1,000,000 7.5 pence 2
1,000,000 7.5 pence 3
1,000,000 7.5 pence 4
1,000,000 7.5 pence 5
1. The completion of a Rights Issue to be made not later than 31
July 2002 which results in not less than £1.125 million of new funds being
raised by the Company.
2. The Closing Price of the Company's Common Shares being at least
10 pence or more for a period of 90 consecutive days.
3. The Closing Price of the Company's Common Shares being at least
20 pence or more for a period of 90 consecutive days.
4. The Closing Price of the Company's Common Shares being at least
40 pence or more for a period of 90 consecutive days.
5. The Closing Price of the Company's Common Shares being at least
80 pence or more for a period of 90 consecutive days.
The current Directors of West 175 with the exception of Jeff Green have an
interest in the transaction. Jeff Green considers that, having consulted with
Beeson Gregory Ltd, the Company's nominated adviser, the terms of the
transaction are fair and reasonable in so far as shareholders' interests are
Ludgate Investment Advisers (regulated by FSA) has been appointed financial
adviser and will continue to assist with the re-financing and re-structuring the
Company is undertaking.
Proposed rights issue
The Company hopes to be able to announce shortly the details of a rights issue,
the purpose of which will be to provide sufficient working capital to cover the
next 15 months and to enable shareholders to subscribe for new shares.
Extraordinary General Meeting
In order to implement the fund raising set out herein and to provide sufficient
authorised share capital, for the issue of new shares pursuant to the existing
options and the warrants, it will be necessary for the Company to increase its
authorised share capital. Accordingly, a circular will be posted to
shareholders shortly giving further details of the fund raising and containing
notice of an Extraordinary General Meeting at which a resolution will be
proposed, inter alia, to increase the share capital.
A further announcement will be made in due course.
New Chairman, David Montgomery comments that: 'it is the determination of the
West 175 Board to tighten the present diverse regional focus of the business and
to seek to strengthen its media interests. The Board will now consider options
to either dispose or develop the existing businesses operated in New Zealand,
USA, UK and France'.
For further information, please contact:
West 175 Media Group Inc. Binns & Co. P R Ltd.
Charles Sebag-Montefiore Paul McManus
Tel: 020 7355 1200 Tel: 020 7786 9600
This information is provided by RNS
The company news service from the London Stock Exchange