Vitesse Media Plc (the “Company”) announces that a circular convening a general meeting of the Company to be held on 16 February 2016 will be published later today and sent to shareholders (“Circular”) containing details of a proposed subscription by Chris Ingram, the Company’s non-executive Chairman. The following has been extracted from the Circular, copies of which will be available shortly on the Company’s website, www.vitessemedia.co.uk.
Subscription and Notice of General Meeting to be held on 16 February 2016
I am writing to you with details of a General Meeting to be held in connection with a proposed subscription, which is being held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Tuesday 16 February 2016 at 12.30 pm (the “General Meeting”). Copies of this circular are being sent out in first class post this evening.
If you would like to vote on the resolutions but cannot attend the General Meeting in person, please fill in the proxy form sent to you with this notice and return it to our Registrars as soon as possible and by no later than 12.30 pm on 12 February 2016. Your attention is drawn to the recommendation of the Independent Directors overleaf.
The Company has entered into an agreement in respect of a proposed subscription by our nonexecutive Chairman, Chris Ingram (“Mr Ingram”), for 13,888,889 new ordinary shares (the “Subscription Shares”) at a price of 1.8p per share (the “Subscription”), representing a premium of approximately 31 per cent to the closing price of a Vitesse Media share on 28 January 2016, being the last business day prior to the date of this document. The consideration of £250,000 shall be satisfied as follows
- Mr Ingram has directed that £70,000 of an outstanding on demand loan provided by Mr Ingram to the Company in 2015 be applied towards the Subscription in full settlement of such loan; and
- a cash payment by Mr Ingram to the Company of the balance of £180,000.
The Subscription requires the Company to obtain additional authorities to allot securities and to disapply pre-emption rights and is therefore conditional upon requisite shareholder approval being obtained at the General Meeting, as well as admission of the Subscription Shares to trading on AIM, further details of which are set out below.
Background to and Reasons for the Subscription
Chris Ingram became Non-Executive Chairman of the Company in October 2014. The reported results for the year ended 31 January 2015 showed significant progress. Revenue grew by 7 per cent. and the losses of the preceding years were reduced to close to break-even. The results for the year ending 31 January 2016, before exceptionals, are expected to show a similar outcome.
Since his appointment as Chairman, Chris has taken time to review critically the business and its markets. He has concluded that it is apparent that there are several opportunities for growth, particularly in the sectors targeted by the Events, SME and Technology divisions of the Company with the potential, for instance, for the further development of events in the latter two segments. The Women in IT event is a recent successful example of such a development. However, the Company has suffered from under-investment and has lacked sufficient resources to exploit areas of potential growth.
Chris Ingram spent the early years of his business career in the media communications and marketing industry. He is regarded as the inventor of the modern media agency, having started The Media Department in 1972 and Chris Ingram Associates in 1976, which he built into an international, publicly quoted business (Tempus Group), with offices in 29 countries and a turnover of £2 billion. The business was sold to WPP in 2001 for £430 million and is now MEC.
Mr Ingram recently approached the Board with an offer to invest £250,000 by way of the Subscription to provide further capital to support the Company’s development and expansion. Following this investment, he will become Executive Chairman of the Company and will be more involved in the day-to-day management and subsequent development of the Company and will hold 16,775,195 ordinary shares, representing approximately 26 per cent. of the Company’s enlarged issued share capital.
General Allotment of Shares
The Subscription requires the Directors to obtain further authority to allot the Subscription Shares and to dis-apply statutory pre-emption rights. Accordingly, at the General Meeting, an Ordinary Resolution will be proposed to give the Directors authority to allot new shares, in addition to all existing unexercised authorities and powers, up to an aggregate nominal amount of £138,888.89. This authority will expire at the earlier of the date which is 15 months from the passing of this resolution and the conclusion of the Company’s next Annual General Meeting.
A Special Resolution will also be proposed at the General Meeting to give the Directors powers to allot shares for cash, in addition to all existing unexercised authorities and powers, up to an aggregate nominal value of £138,888.89 without first offering such shares to existing shareholders. This authority will expire at the earlier of the date which is 15 months from the passing of the Special Resolution and the conclusion of the Company’s next Annual General Meeting.
Application will be made to the London Stock Exchange for the admission to trading on AIM of the Subscription Shares which is expected to become effective on or around 17 February 2016.
Action to be Taken by Shareholders
Being sent to you with this document is a form of proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting (or any adjournment thereof) you are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it so as to be received by the Company’s Registrars, Share Registrars Proxies, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible but in any event not later than 12.30 pm on 12 February 2016. The completion and return of the form of proxy will not preclude you from attending and voting at the meeting, should you so wish.
Participation of a Director in the Subscription
The participation of Chris Ingram, a Director of the Company, in the Subscription is deemed to be a related party transaction under the AIM Rules for Companies. Accordingly, the Directors (other than Mr Ingram) (the “Independent Directors”) confirm that, having consulted with Stockdale Securities Limited, the Company’s nominated adviser, they consider that the Subscription by Mr Ingram is fair and reasonable insofar as the Company’s shareholders are concerned.
The Independent Directors consider that the Subscription is in the best interests of the Company and its shareholders as a whole. The Independent Directors recommend that you vote in favour of the resolutions set out in the Notice of General Meeting as they intend to do in respect of their aggregate shareholdings of 12,803,792 ordinary shares, representing approximately 25.3 per cent. of the Company’s issued share capital.
Andrew Brode Non-Executive Director”
For further information:
Vitesse Media plc
CEO: Niki Baker – 020 7250 7010
Tom Griffiths – 020 7601 6100
Robert Speed – 020 7074 1800