Motive Television plc acquires CCAN stake in Motive Television SL for €70,116

Posted: 3rd July 2012 09:19

Motive Television plc is pleased to announce that it has notified CCAN 2005 Inversiones Societarias, S.C.R., S.A. De Regimen Simplificado ("CCAN")that based on the indirect change of control contemplated in clause 5.7 of the shareholders agreement dated 4 October 2010, which was executed at the time of completion of the reverse takeover of Adecq Digital SL, Motive has exercised its right to purchase CCAN's ownership in Motive Television SL at nominal value of €0.10 per share.  CCAN's ownership of 701,160 shares in Motive Television SL represents a cost at €0.10 per share of €70,116 to Motive. This action was triggered by a notice of merger of CCAN into La Caixa Bank received by Motive last week.
The Company sought advice from its legal advisers in both the UK and Spain prior to issuing this notice. The board expects to be able to announce completion of the process in the near future.
Once completed, the purchase of these shares, representing 32.3 percent of the Spanish subsidiary, will bring Motive's ownership of Motive Television SL and its Television Anytime technology to 100% and will supersede the validity of the Put and Call Agreement discussed in the earlier announcements of 15 April and 31 May.
Under the terms of the put and call option agreement, the Company granted CCAN a put option to require the Company to purchase the whole of CCAN's retained shareholding in Motive Television S.L., representing the remaining 32.3 per cent. of the company's issued share capital, at any time after the 18 month anniversary of completion of the acquisition for an exercise price of €2,100,000. In addition, CCAN granted the Company a call option for the same holding which was exercisable at any time following completion of the acquisition.
Leonard M Fertig, CEO of Motive, commented:
"The opportunity to acquire the remaining third of our IPR assets for €70,000 is an excellent result for Motive, as this stake was valued at €2.1 million at the time of the reverse takeover of Adecq Digital SL.  Additionally, the removal of the Put eliminates the uncertainty regarding the disposition of this stake.
"This step, together with the announcement yesterday about completion of the CME contract, poise the Company in a position of rapid growth in its business and in shareholder value."
The acquisition of these shares will be financed by the utilisation of an Equity Line Facility ("ELF") of up to £2 million with Dutchess Opportunity Cayman Fund Ltd ("Dutchess"). The ELF has been arranged by First Columbus LLP ("First Columbus"), Dutchess's joint venture partner in the UK and the Company's joint broker.
The ELF provides the Company ongoing access to capital if needed as it enables the Company, subject to the terms and conditions of the agreement governing the ELF, to obtain funding from Dutchess by way of subscription for new Ordinary Shares in the Company.  
Under the terms of the ELF, the Company may draw down tranches on the date on which the Company submits a put notice pursuant to the agreement ("Put Date")(entirely at its own discretion) of either: (a) 400% of the average daily volume multiplied by the average of the 3 daily closing prices immediately prior to the Put Date; (b) 2.99% of the total number of Ordinary Shares in issue on the relevant Put Date; (c) £50,000; or(d) such other amount which is mutually agreed.
The Company has the sole ability to specify a minimum acceptable price at which shares can be sold. 
The price at which the Company will issue shares to Dutchess will be 94 per cent. of the lowest of the daily volume weighted average price of the shares during the 10 consecutive trading days after the Put Date.
The Commitment Fee for the facility will be paid with £20,000 in Ordinary Shares of the Company, plus warrants to purchase £20,000 of Ordinary Shares priced at 65% premiumto the closing market price on 29 June 2012, being 0.01378p.
An application will be made to AIM for the 20,000,000 Ordinary Shares to be admitted to trading. Admission to AIM and dealing in the shares is expected to commence on 9 July 2012. Following admission, the Company will have 3,145,345,353 Ordinary Shares in issue and admitted to trading on AIM.

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