7digital Merger Complete
UBC Media Group (AIM: UBC), the multimedia content and services company, is pleased to announce that all resolutions contained in the Notice of General Meeting circulated to Shareholders on 20 May 2014 were passed at the General Meeting held on 9 June 2014.
As a result of the resolutions being passed, the Company's name will be changed to 7digital Group plc and completion of the acquisition of 7digital Group, Inc. for an aggregate consideration of £16.5 million, to be satisfied by the issue of New Ordinary Shares, is expected to occur at 8.00 a.m. on 10 June 2014. As from Admission, the Company's TIDM will be 7DIG.
The combination of 7digital Group, Inc. and UBC aims to create a powerful business to business supplier at the heart of the fast developing global business in digital music and radio. The Enlarged Group has significant experience in both digital music and radio as the two industries converge to address an under-served market of music consumers. The Enlarged Group will now offer an increased range of products and services including: on-demand music and radio streaming, music downloads, personalised radio, playlisting and curated content.
The Enlarged Group has leading global technology and media industry customers including Samsung, the BBC, Bell Astral Media, HTC and Pioneer. 7digital's open and scalable platform currently serves 95 customers in 42 countries, has matching rights agreements with record companies, content creators and publishers as well as a full management system including ingestion, secure file storage and reporting.
The Enlarged Group also has a significantly strengthened Board of Directors with: Sir Donald Cruickshank, a director of Qualcomm Inc, becoming non-executive chairman; and Sir Hossein Yassaie, chief executive of Imagination Technologies Group plc and Eric Cohen, SVP Corporate Development at Dolby Inc. becoming non-executive directors.
Placing, Subscription and Bridging Loan
As previously announced, the Company has raised gross proceeds of £6 million by way of a placing of and subscription for New Ordinary Shares at 27 pence per New Ordinary Share with new and existing investors. In addition, Imagination Technologies Group plc, an existing shareholder in both UBC and 7digital, has pre-funded 7digital by way of a £1 million bridging loan which will be converted into New Ordinary Shares at the Placing Price on Admission.
As part of the Placing and Subscription, Simon Cole, Chief Executive Officer, Ben Drury, founder of 7digital and Chief Strategy Officer upon Admission, and Chris Dent, Finance Director, each purchased 37,038 New Ordinary Shares at the Placing Price. Chief Commercial Officer, Pete Downton and other members of the Enlarged Group's management team also participated in the Placing and Subscription.
On Admission, the following Directors will have the following shareholdings:
Number of Ordinary Shares held on Adminssion: 2,194,544
% of Enlarged Total Voting Rights:2.04
Number of Ordinary Shares held on Admission: 12,766,903
% of Enlarged Total Voting Rights: 11.88
Number of Ordinary Shares held on Admission: 37,038
% of Enlarged Total Voting Rights: 0.03
The Company confirms that the resolution in relation to the Share Consolidation was approved. Therefore Shareholders will receive one consolidated New Ordinary Share, credited as fully paid, in place of every 10 existing ordinary shares of 1 penny each currently held. The record date for the Share Consolidation is 6.00 p.m. today, 9 June 2014. The Company's ISIN from Admission will be GB00BMH46555.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for 108,326,340 New Ordinary Shares to be admitted to trading on AIM, comprising 20,661,954 New Ordinary Shares in respect of the existing issued share capital of UBC, 61,335,286 New Ordinary Shares issued as consideration in respect of the acquisition of 7digital Group, Inc., 4,074,073 New Ordinary Shares in respect of the Imagination Bridge Loan and the Imagination Convertible Loan, and 22,255,027 New Ordinary Shares in respect of the Placing and Subscription. Admission is expected to take place at 8.00 a.m. on 10 June 2014.
Following Admission, the total number of New Ordinary Shares in issue will be 108,326,340, of which 904,131 are held in Treasury. Accordingly, the total number of voting rights will be 107,422,209. The figure of 107,422,209 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Change of Registered Office
As from Admission, the Company's registered office will be 69 Wilson Street, London, EC2A 2BB.
Simon Cole, CEO of UBC, commented:
"Today we completed a transformation commenced nearly six months ago. The combination of UBC and 7digital fulfils our goal of creating a world leading digital music and radio platform that is ideally positioned to exploit the convergence of radio and digital music services. The world's music and radio consumption habits are moving at a fast pace, from the traditional model of downloading low-resolution MP3 files and listening to linear broadcast radio to radio-like online streaming services and high quality downloads. 7digital is well-placed to benefit from this transition."
Defined terms used in this announcement are the same as those defined in the Admission Document dated 20 May 2014 unless the context requires otherwise.
UBC Media Group: 020 7453 1600
Simon Cole, Chief Executive
Chris Dent, Finance Director
finnCap (nominated adviser and broker): 020 7220 0500
Charlotte Stranner/ Simon Hicks - Corporate Finance
Victoria Bates - Corporate Broking
Investec (joint broker on conditional placing): 020 7597 5970
Powerscourt: 020 7250 1446