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TV Commerce Hldgs (EDL)

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Monday 21 February, 2005

TV Commerce Hldgs

Admission to AIM

TV Commerce Holdings PLC
21 February 2005

                            TV Commerce Holdings plc

The Board of TV Commerce Holdings plc is pleased to announce that the Company's
share capital has today been admitted to trading on the AIM Market.

Under the offer for subscription which closed on 10 February 2005 the Company
received 182 valid applications in respect of 20,662,332 new ordinary shares at
6p per share, raising £1,239,740.

Vincenzo Stanzione (Chief Executive) is interested in 43,367,300 ordinary
shares, representing 67.73% of the Company's issued share capital.  The Company
is not aware of any other holdings of 3% or more in the Company's issued share


The Group has been established to capitalise on the convergence of television,
telephony and the Internet by creating a business which will develop, own and
operate a number of specialist television channels. The focus is on building
active audiences for the channels with revenues generated by regular interaction
of viewers through T-commerce, Premium Rate Telephone Services, SMS, MMS,
competitions and Internet transactions.

Having identified premium rate telephony as an attractive and growing market,
the Directors have secured the Channel to act as a platform to attract
interactive audiences. The Group has launched two programming formats on the
Channel to date, namely The Advert Channel and Your Destiny TV. The former
features entertainment, competitions and discussion relating to past and present
television advertisements, while the latter is dedicated to psychic and
spiritual matters. The Channel's programming schedule can be adapted to meet
prevailing demand and to match viewer's trends without significant cost.
Unutilised air time can be sub-let to third party operators as an additional
source of revenue. The Group's business model is designed to enable the Group to
respond rapidly to changes in audience behaviour.

The Group also aims to develop further revenues by offering production and
programming services to corporate customers who wish to advertise, promote and
sell their products on television.

Current Programming

As the Group has the exclusive right to broadcast on the Channel on a 24 hour
basis, it can fully utilise the airtime either by showing its own programming
formats or sub-letting particular segments to third party operators.

The Advert Channel was the first programming format to be developed and
broadcast on the Channel. It was launched by the Group on 6 September 2004 after
12 months of development. It features entertainment, competitions, interactive
discussions and other programmes relating to past and present advertisements.
Viewers are invited to take part in discussions via premium rate telephone lines
or SMS, vote for their favourite advertisements from the Channel's play list,
participate in competitions and purchase featured goods and services. Viewers
are also directed to the Websites where there are additional interactive
features and shopping facilities.

The second programming format is Your Destiny TV. This was launched by the Group
on 1 November 2004. It is dedicated to the psychic and spiritual world and
includes programmes on subjects such as psychic powers, palm reading, Tarot,
meditation, auras, feng shui and Chinese astrology. Viewers can take part in
discussions and competitions via premium rate telephone lines, SMS and MMS. They
can also call or send SMS or MMS messages to obtain psychic advice as well as
sending a picture of their palm and receiving a reading by way of SMS.

Activities and Sources of Revenue

The Group derives revenue from the Channel and related production activities in
a number of different ways as below:

Premium Rate Telephony

Channel viewers can receive information and entertainment services, vote, chat
and participate in competitions by calling or sending SMS and MMS to numbers
shown on the Channel. These services may be provided on a pre-recorded or live

The Group's programming aims to generate telephone calls, SMS or MMS to third
party numbers which charge premium rates. Telephone calls or messages are either
processed by a third party automated facility or, in the case of live services,
diverted to a consultant retained by the relevant third party operator. There is
no contractual relationship between the caller and the Group in respect of any
call or message with the Group earning commissions from its business partners at
an agreed rate.

TV Commerce and Affiliate Marketing

Up to three hours per day are dedicated to providing customers with the
opportunity to purchase products from the Channel. To attract customers to
purchase the products of third party retailers, the Group produces and
broadcasts programmes on the Channel and provides downloads, special offers,
coupons and competitions on the Websites. These third party retailers are then
responsible for processing any order, fulfilment, delivery and after-sales
service. The Group earns commissions at an agreed rate on products sold by these
retailers and there is no contractual relationship between the purchaser and the
Group in respect of the purchase.

The Group has agreements in place with Monstermob and Firebox to invite
customers to buy Monstermob's and Firebox's products through Affiliate Marketing
arrangements. By way of example, the Group's website at
displays banners to Firebox's and Monstermob's websites with revenues generated
through commission when Internet users click on these banners and proceed to
purchase products from Monstermob or Firebox within a fixed time period.

Television Production

The Directors believe there is an increasing demand from corporate clients
interested in promoting and selling their products via television. The Group
offers clients a ''one stop shop'' production service including scripting,
provision of presenters, filming, editing and regulatory approvals. This may
take the form of the traditional 30 second advertisement, customised programming
or Infomercials. The Directors believe the Group can earn either a fixed fee for
production of an advertisement or programme for a client or it can charge a fee
per product featured. Depending on the client, the Group may also be able to
earn a commission on product sales.

In addition, the Directors plan to develop revenues from the following


The Group aims to sell advertising around its own programming formats. Industry
research shows that the audience for TV shopping programmes is particularly
receptive to advertising.

The Group will be targeting advertisers in the Direct Response TV (''DRTV'')
area. These mainly comprise financial services businesses such as insurers and
personal loan providers who invite viewers to respond directly at the end of the
advertisement by calling the relevant telephone number. Callers would then enter
into a direct sales process with the relevant company. The Group is in the
process of appointing a specialist advertising sales agency to attract
advertisers in this category.


The Directors plan to develop sponsorship revenues from companies interested in
sponsoring particular programmes aimed at specialist audience groups. The
Directors believe there are opportunities with corporate customers who, under
current regulatory restrictions, are unable to advertise on television but can
sponsor television programmes.

Consultancy and Training

The Directors have identified a demand for training courses and seminars for
aspiring television presenters. The Group is in the process of developing
training courses geared towards teaching such prospective clients how to produce
programmes, present, sell and promote on television.

Marketing Strategy

Viewers can find the Channel through its listing on BSkyB's EPG which acts as
the central classified channel directory for Sky subscribers. In order to
attract new viewers to its programming formats, the Directors plan to enter into
further barter arrangements with other media owners whereby the Group offers
advertising space and production in return for magazine advertising or radio
time. The first such deal which the Group has already entered into is with
Spirit & Destiny magazine, which is providing full page magazine advertisements
for Your Destiny TV in return for advertising time on the Channel. The Group has
also succeeded in attracting attention to its programming formats among
journalists in the international, national and local media.

The Group intends to advertise on other BSkyB channels such as UK Living, Sky
One, UK Gold and Granada Plus whose audiences the Directors believe meets the
profile of the Group's own target audience.

In addition, the Group's activities will provide it with a detailed caller
database. This will allow for an analysis of purchasing patterns in order to
launch direct marketing campaigns via direct mail and text messaging with
tailored special offers, new programme launches and requests for voting.

Development Strategy

The Group aims to maximise the opportunities which they believe arise from its
Directors' skills, its flexible business model and its having the exclusive use
of a dedicated digital television channel. These include:

•        Developing additional sources of revenue around existing programming
         formats (e.g. advertising and sponsorship)
•        Developing its mobile content offering on an advertiser-funded basis or
         in order to generate additional premium rate revenues
•        Launching new programming formats
•        Acquiring interests in other channels
•        Entering into strategic marketing alliances with media partners to
         attract new viewers and increase awareness of its programming
•        Developing customised programming for corporate customers.


Andrew Haydn Mintern, ACA, Non-Executive Chairman

Andrew is a qualified Chartered Accountant and has acted as Financial Director
and Company Secretary for a number of AIM listed companies including Designer
Vision Group plc and ID Data Group plc. From 1980 he spent ten years with
Coopers & Lybrand, where he specialised in corporate finance. From 1990 he
worked for nine years in the retail sector with Burton Group plc and Sears plc,
where he held a number of divisional finance director roles.

Vincenzo Angelo Stanzione, CEO

With a background in foreign exchange and derivatives dealing with City firms
such as NatWest and Irving Trust, Vincenzo co-founded Midas Communications
Limited, a carphone company, which became London Car Telephones and was later
acquired by Vodafone. At the same time, Vincenzo identified emerging
opportunities in audiotext (or premium rate numbers) and established InfoTel
Multimedia which developed premium rate services including competitions, games
and business information promoted via the national press.

In 1999, Vincenzo founded First Information, a publishing business specialising
in training courses and educational materials related to financial spread
betting. He has also acted as a marketing consultant for Regent Markets Group a
major international fixed odds financial betting business. Regent Markets
operate under with sites and clients throughout the world.

Chelsey Baker, Commercial Director

Chelsey has extensive experience in marketing and consumer branding. Prior to
co-founding the Company, she was responsible for marketing strategy and business
development at First Chartered Finance Limited and later First Securities
Limited, both of which were financial services businesses. At First Information,
she developed a consumer brand for the company's courses for professional
training in the private sector. She has experience in identifying new marketing
initiatives and implementation of multi-media strategies. Chelsey also regularly
works as a TV and clm actress with the BBC and appears in commercials for blue
chip advertisers such as Nestle, Thompsons, J Sainsbury and Sky Sports.

Jason Mark Nicholls, Director of Broadcasting

Jason is Director of Broadcast Production at ntl. He has launched three
cable-only shopping channels and a 24/7 shopping channel on the Sky platform
called Broadband UK. Since 2001, Jason has produced over 200 TV and radio
advertising campaigns. He has more than 10 years' national media experience,
including work on national television programmes (including The Big Breakfast,
This Morning, Tonight with Richard & Judy), national newspapers and in national
advertising. Jason also brings an in-depth understanding of the advertising and
FMCG sales industries and detailed regulatory experience, including BACC, Ofcom
and ASA.

The Company intends to appoint an additional non-executive director to the Board
shortly after Admission.

21 February 2005

Enquiries: Vince Stanzione (Chief Executive)     020 8484 0480

                      This information is provided by RNS
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