TIDMIFM
RNS Number : 3386P
Intandem Films PLC
01 October 2013
INTANDEM FILMS PLC
("Intandem" or the "Company")
(AIM: IFM)
Notice of General Meeting & Posting of Circular
Intandem Films, the London based international film group, has
posted a circular to shareholders convening a general meeting
("General Meeting") to be held at 10.30 a.m. on 23 October 2013 at
the offices of finnCap Limited, 60 New Broad Street, London, EC2M
1JJ.
The circular will be available to download from Intandem's
website, http://www.intandemfilms.com/. Defined terms used in this
announcement are the same as those defined in the circular unless
the context requires otherwise.
Intandem Films plc
Robert Mitchell, Chief Executive Officer +44 (0)20 7851 3800
finnCap
Ed Frisby / Ben Thompson - Corporate
Finance
Stephen Norcross - Corporate Broking +44 (0)20 7220 0500
Bishopsgate Communications
Nick Rome / Sam Allen
intandem@bishopsgatecommunications.com +44 (0)20 7562 3350
Proposals for Subscription of up to 50,000,000 New Ordinary
Shares at 0.5 pence per share and Notice of General Meeting
1. Introduction
The Company announces that it proposes to seek to raise
GBP250,000 (before expenses) by the issue of the Subscription
Shares. The issue of the Subscription Shares is conditional on the
passing of the Resolutions to be proposed at the General Meeting
and the Company securing subscribers.
2. Background to and reasons for the Subscription
As stated at the time of the half year results for the six
months ended 31 December 2012, the Board has taken action to reduce
overheads. The Company will continue to have limited cash resources
until the time of, and beyond, the General Meeting and expected
completion of the Subscription. The Directors believe that should
Shareholders not vote in favour of the Resolutions, or should the
Subscription not proceed for any other reason, the Company will not
have adequate working capital and thus would only remain a viable
business if the Directors draw down on the equity financing
facility with Darwin or are otherwise able to find alternative
funding. Therefore, the Directors would urge Shareholders to vote
in favour of the proposals.
3. Use of Proceeds
The Company intends to utilise the proceeds of the Subscription
to secure select commercial projects and for general working
capital purposes. Any requirement for future funding, including use
of the equity financing facility with Darwin, will be dependent on
the commercial progress the Company can report during 2013 and
2014. The Directors consider that in addition to the availability
of the equity financing facility with Darwin the Company should
also have the ability to issue further new Ordinary Shares in the
event that the Company requires further finance at any time (for an
aggregate amount equal to the principal amount of GBP1 million
available under the equity financing agreement with Darwin).
4. Details of the Subscription
The Company has today announced that it intends to raise
approximately GBP250,000, before expenses, through a conditional
Subscription by the Company to institutional and other investors of
up to 50,000,000 Subscription Shares at the Issue Price. The
Subscription Shares will, following allotment, rank pari passu with
the Existing Shares.
The Subscription is conditional upon the passing of the
Resolutions and Admission, in each case by no later than 24 October
2013 and upon the Company securing subscribers. The Subscription is
not being underwritten.
Application will be made for the Subscription Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective and dealings in the Subscription Shares will
commence on 24 October 2013.
5. Equity Financing Facility
The Company entered into a GBP1 million equity financing
facility on 11 June 2013 over a period of 36 months with Darwin as
was approved by shareholders at the July general meeting. Darwin is
a majority owned subsidiary of Henderson Global Investors' Volantis
Capital.
The equity financing agreement with Darwin provides Intandem
with a facility of up to GBP1 million which (subject to certain
limited restrictions) can be drawn down by the Company using its
sole discretion at any time over the next three years. There are no
penalty fees payable for not using the facility.
Intandem is under no obligation to make a draw down and may make
draw downs at its discretion, up to the total value of the equity
financing facility, by way of issuing subscription notices to
Darwin. Following delivery of a subscription notice, Darwin will
subscribe and the Company will allot to Darwin new Ordinary Shares
in the Company.
The subscription price for any Ordinary Shares to be subscribed
by Darwin under a subscription notice will be the average of the
three lowest closing bid prices of the Ordinary Shares over the 15
trading days following the date of the subscription notice.
Darwin's subscription obligation will be based on this subscription
price multiplied by the number of applicable trading days in the
relevant pricing period. Upon the occurrence of certain specific
events relating to the market or the trading in Ordinary Shares a
trading day may be excluded from this calculation, and the
subscription obligation reduced accordingly.
6. General Meeting
A notice convening the General Meeting, to be held at the
offices of finnCap, 60 New Broad Street, London EC2M 1JJ at 10.30
a.m. on 23 October 2013 is set out at the end of the Circular at
which Resolution 1 will be proposed to authorise the Directors,
pursuant to section 551 of the Act, to allot the Subscription
Shares, equity securities pursuant to an employee share scheme and
further equity securities in the Company up to a maximum nominal
value of GBP300,000, which will be in substitution of the Company's
existing authorities granted at the July General Meeting, provided
that the authority granted to allot the Darwin Shares shall remain
in place.
Resolution 2 in the Notice of General Meeting seeks to empower
the Directors to allot and issue the Subscription Shares, equity
securities pursuant to an employee share scheme and, other than in
connection with a rights issue, to allot additional Ordinary Shares
with a nominal value of GBP200,000 for cash without first offering
such Ordinary Shares to existing Shareholders.
7. Action to be taken
Shareholders will find a Form of Proxy enclosed with the
Circular for use at the General Meeting. Whether or not
Shareholders intend to be present at the General Meeting,
Shareholders are requested to complete and return the Form of Proxy
in accordance with the instructions printed thereon as soon as
possible. To be valid, completed Forms of Proxy must be received by
the Company's Registrars, Share Registrars Limited, Suite E, 1st
Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL not later
than 10.30 a.m. on 21 October 2013, being not less than 48 hours
before the time appointed for holding the General Meeting.
Completion of the Form of Proxy will not preclude Shareholders from
attending the meeting and voting in person if Shareholders so
wish.
8. Recommendation
As stated at the time of the half year results for the six
months ended 31 December 2012, the Board has taken action to reduce
overheads. The Company continues to have limited cash resources
until the time of, and beyond, the General Meeting and expected
completion of the Subscription. The Directors believe that should
Shareholders not vote in favour of the Resolutions, or should the
Subscription not proceed for any other reason, the Company will not
have adequate working capital and thus would only remain a viable
business if the Directors were able to find alternative funding.
Therefore, the Directors would urge Shareholders to vote in favour
of the Proposals.
The Directors consider the Subscription to be in the best
interests of the Company and the Shareholders as a whole. The
Directors who hold Ordinary Shares intend to vote in favour of the
Resolutions to be proposed at the General Meeting in respect of
their shareholdings, representing in aggregate approximately 2.5
per cent. of the Company's current issued share capital as at the
date of the Circular.
About Intandem Films
Intandem Films plc (www.intandemfilms.com) is a London based
international film company. It specialises in raising finance for
commercial feature films and selling them to distributors around
the world. Intandem closely manages the risk associated with the
film industry and does not invest in the production of films from
its own resources. Its highest profile film to date was How to Lose
Friends and Alienate People starring Simon Pegg, Jeff Bridges and
Megan Fox, for which Intandem raised the finance and sold the film
to distributors such as Paramount, Warners and MGM.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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