TIDMIFM
RNS Number : 8295G
Intandem Films PLC
12 June 2013
INTANDEM FILMS PLC
GBP0.8m Placing and GBP1m Financing Facility Agreed
Trading Update and Notice of General Meeting
Intandem Films plc (AIM: IFM, "Intandem" or the "Company"), the
London based international film group, is pleased to announce that
it has conditionally raised GBP831,000 (before expenses) by means
of a Placing of 166,200,000 new Ordinary Shares ("Placing Shares")
at a price of 0.5 pence per new Ordinary Share ("Placing Price") to
new and existing investors. The issue of the Placing Shares is
conditional, inter alia, on the passing of the Resolutions at a
General Meeting.
The Company has also entered into a GBP1 million Equity
Financing Facility ("EFF") over a period of 36 months with Darwin
Strategic Limited ("Darwin"). Darwin is a majority owned subsidiary
of Henderson Global Investors' Volantis Capital. Further details of
the EFF can be found below.
Highlights
-- Intandem has conditionally raised GBP831,000 (before expenses)
-- Entered into a GBP1 million Equity Financing Facility over a period of 36 months
-- Has nine fully contracted films; four of which are fully financed
The Company intends to utilise the proceeds of the Placing to
pay down short term debt, to secure select commercial projects and
for general working capital purposes. Any requirement for future
funding, including use of the EFF, will be dependent on the
commercial progress the Company can report during 2013.
Intandem CEO Robert Mitchell said, "I am delighted that Intandem
has received further investor support from both new and existing
shareholders in this funding round. The Board is pleased to report
that good progress has been made with the Company's refreshed
strategy and we look forward to updating the market with additions
to our film slate. We also believe our potential to acquire quality
product will now be significantly improved as a result of this
Placing."
Trading Update
Since the appointment of Robert Mitchell as CEO in February of
this year, the Company has continued to make progress in the
development of the current slate of films.
There are nine fully contracted films in the slate of which four
are fully financed, including: Killing Hasselhoff, a comedy
thriller starring David Hasselhoff, Starbright, and Second Origin,
both sci-fi love stories, and Isolated, a psychological thriller.
Intandem, as exclusive sales company, holds sales rights in all
export teritiories for sales of these films. Other titles in the
slate are in the financing phase, and in addition to the role of
exclusive sales company, the Company has an executive producer role
on a number of these films where the Company has an opportunity to
earn fees on future funds raised. The Company has decided not to
pursue the 10 Things I Hate About Life opportunity.
Further details
As part of the Placing, non exectuve director Corinne Lambert's
husband has agreed to subscribe for 4,000,000 Placing Shares at the
Placing Price. Following this transaction, Ms Lambert's total
beneficial interest in the Company will be 5,500,000 Ordinary
Shares, representing approximately 1.8 per cent. of the Company's
enlarged issued share capital.
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 the general meeting and expected completion of
the Placing. The Directors believe that should Shareholders not
vote in favour of the Resolutions, or should the Placing 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 Placing 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 6.6 per
cent. of the Company's current issued share capital as at the date
of this announcement.
A notice convening the General Meeting, to be held at the
offices of finnCap Ltd, 60 New Broad Street, London EC2M 1JJ at
10.30 a.m. on 1 July 2013, is expected to be posted to shareholders
by no later than 12 June 2013.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Assuming that the
Resolutions are passed, it is expected that Admission will become
effective and dealings in the Placing Shares will commence at 8:00
a.m. on 2 July 2013.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular containing notice of the General Meeting, a copy of which
will be available on the Company's website on posting.
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
Peterhouse Corporate Finance
Jon Levinson / Lucy Williams
Joint Broker to the Placing +44 (0)20 7469 0930
Bishopsgate Communications
Nick Rome/Sam Allen/Matt Low
intandem@bishopsgatecommunications.com +44 (0)20 7562 3350
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.
Further details of the Equity Finance Facility
The EFF agreement with Darwin provides Intandem with a facility
of up to GBP1 million which (subject to certain limited
restrictions) can be drawn down at any time over the next three
years. The timing and minimum subscription price of any draw down
is always at the complete control and sole discretion of the
Company. 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 EFF, 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 of 0.1 pence each in the
Company ('Ordinary Shares').
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.
Intandem is able to specify in each subscription notice a
minimum price below which Ordinary Shares will not be issued to
Darwin. The Company will have the right (with the consent of
Darwin) to modify that minimum price at any time during the
relevant Pricing Period.
The number of Ordinary Shares which may be issued under any
individual subscription notice may be up to the 25 per cent. of the
Company's issued share capital following completion of the relevant
subscription, or four times the average daily trading volume of
Intandem's Ordinary Shares over the 15 trading days preceding the
date of the issue of the relevant subscription notice. This may be
reduced in certain circumstances, including where the minimum price
is not maintained.
The maximum amount of an individual subscription notice may not
exceed GBP500,000 without Darwin's permission. Darwin is entitled
to a commission of up to 5 per cent. of amounts subscribed but may
agree with Intandem in lieu thereof for the subscription price for
the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to Intandem,
under which the Company may authorise Darwin, at Darwin's
discretion, to increase the amount of the draw down by up to the
aggregate undrawn amount under the EFF. Darwin may direct
allotments under the EFF to its parent fund, Henderson
Volantis.
Darwin and Intandem may mutually agree at the end of any pricing
period to a variation of subscription price and the number of
subscription shares. This may allow for a larger subscription via
any additional over-allotment facility authorised by the
Company.
The issuance of a Subscription Notice is conditional upon the
satisfaction of certain Subscription Notice Conditions which have
been agreed between Darwin and Intandem. Any subscription notice
which Intandem may issue will only be valid to the extent that it
has the requisite shareholder authority to issue the maximum number
of Ordinary Shares that Darwin may be required to subscribe under
the relevant subscription notice.
Darwin may terminate the EFF agreement if certain conditions are
not met. Intandem may terminate the agreement on 3 months' notice.
The EFF agreement contains certain customary warranties and
indemnities given by the Company.
As part of the EFF arrangements, Intandem has entered into a
warrant agreement with Darwin dated 11/06/2013 to subscribe for
Ordinary Shares up to 2% of the issued share capital, such Warrants
to be exercisable at 0.625 pence per Ordinary Share at any time
between the date of grant and the third anniversary of the date of
grant.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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