Notice of EGM

RNS Number : 2332W
New Media Lottery Services PLC
09 June 2008

NEW MEDIA LOTTERY SERVICES PLC
("NMLS" or "the Company")
(Ticker:NMLS)

Convertible Loan Agreement, Grant of Warrants, Issue of Ordinary Shares and Notice of Extraordinary General Meeting

The Board of New Media Lottery Services PLC, the gaming content and systems provider, today announces that:

* it has raised EUR1.3 million (before expenses) by way of a secured convertible loan from Trafalgar Capital Specialized Investment
Fund (the "Participant");
* pursuant to the Convertible Loan Agreement it has granted the Participant the right to subscribe for the Conversion Shares and the
Warrant Shares;
* it has become obliged to issue 249,350 Ordinary Shares (the "Additional Shares") to Knightsbridge Capital;
* it is seeking authority from Shareholders to allot and disapply pre-emption rights in respect of the allotment of up to10,672,059*
Ordinary Shares ("Additional Authority Shares") in excess of that required for the allotment of the Additional Shares, Conversion Shares and
Warrant Shares ("Additional Authority"); and
* it has issued an EGM Notice to shareholders asking them to approve the Resolutions.

In relation to the above, the Company has posted a circular to shareholders convening the EGM to be held at the offices of Lavelle
Coleman, 20 On Hatch, Lower Hatch Street, Dublin 2, Ireland on 30th June 2008 at 11.00 a.m.

The circular is available on the Company's website: www.nmlsplc.com

This summary should be read in conjunction with the full text of the following announcement. All terms and definitions contained in this
announcement are as
defined in the circular referred to above unless otherwise shown.

---ends---

Enquiries:

New Media Lottery Services PLC (001) 540 437 1688
John Carson
www.nmlsplc.com

Bishopsgate Communications Ltd 020 7562 3350
Nick Rome
Michael Kinirons
www.bishopsgatecommunications.com

Arbuthnot Securities 020 7012 2000
Paul Vanstone
www.arbuthnotsecurities.co.uk

The distribution of this announcement may be restricted by law and therefore persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdiction.

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, shares to any person in
any jurisdiction to whom or in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or
approval requirements on the Company. The Ordinary Shares have not been, and will not be, registered under the United States Securities Act
1933, as amended, or under the securities legislation of any state of the United States or under the securities legislations of any province
or territory of Canada or of Australia, the Republic of South Africa or Japan. Accordingly, subject to certain exceptions, the Ordinary
Shares may not, directly or indirectly, be offered or sold within the United States, Canada, Australia, the Republic of South Africa or
Japan or offered or sold to, or for the account or benefit of a person within the United States or a resident of Canada, Australia, the
Republic of South Africa or Japan.

* Introduction
The Company announces that:

It is intended that the net proceeds of the Convertible Loan will be used to fund investment in the growth of the Company and provide
funds for working capital requirements. The Additional Authority provide the Directors with flexibility to raise future funds or make
acquisitions should suitable opportunities arise.

The Convertible Loan and the grant of Warrants provided for therein, and the allotment of the Additional Shares and the Additional
Authority require the Resolutions at the EGM to grant authority to the Board to allot, inter alia, the Conversion Shares, the Warrant
Shares, the Additional Shares and the Additional Authority Shares and to disapply pre-emption rights which would otherwise apply to the
allotment of the Conversion Shares, the Warrant Shares, the Additional Shares and the Additional Authority Shares. Certain Shareholders have
irrevocably undertaken to vote in favour of the Resolutions in respect of 20,205,129 Ordinary Shares, representing, in aggregate,
approximately 81.03 per cent of the Company's current issued share capital.
The purpose of the circular is to explain the background to and reasons for the entry into the Convertible Loan Agreement and issue of
the Additional Shares, why the Board considers the Convertible Loan Agreement and issue of the Additional Shares and the right to issue the
Conversion Shares and Warrant Shares to be in the best interests of the Company and its Shareholders as a whole and why the Directors
recommend that you vote in favour of the Resolutions to be proposed at the EGM.

2. Reasons for the Convertible Loan

The Company has raised EUR1.3 million (before expenses) through the Convertible Loan. The Company will use the funds to continue its
marketing efforts associated with www.rehabbingo.com, www.rehabgames.com and www.lonely.ie. In addition, the new funds will support the
Company's projects with Inspired Broadcast Networks, additional contract procurement and ongoing operations.
Sales are continuing to grow on www.rehabbingo.com. In May 2008 the Company launched a complimentary lottery site on behalf of Rehab
Lotteries, www.rehabgames.com, which the Company expects will generate revenues in the coming months. The Company's Irish project with
Inspired Broadcast Networks is expected to begin generating revenues in the coming months and is anticipated to grow rapidly throughout the
remainder of 2008.
* This figure is calculated on the basis that 8,014,118 Conversion Shares are issued. This figure of 8,014,118 has been calculated as if
the Company was in default and the full amount of the Convertible Loan is outstanding and a conversion price of 15p per Ordinary Share
(being the average Conversion Price between 30 May and 3 June 2008). The ultimate maximum depends on the Conversion Price as stipulated
under the Convertible Loan Agreement.

3. Convertible Loan Agreement

Pursuant to the Convertible Loan Agreement, the Participant has agreed to lend EUR1.3 million to the Company. The Convertible Loan,
which is to be secured by way of fixed and floating charge over the undertaking and assets of the Company
in accordance with the terms and conditions of the Debenture, shall bear interest at the rate of 8 per cent. per annum and shall be
repayable by 31 May 2010 in equal monthly installments. Any redemption of the Convertible Loan shall also be subject to a 12.5 per cent.
redemption premium in favour of the Participant which shall be payable on the amount of each monthly installment. The maximum amount
repayable under the Convertible Loan Agreement (assuming no breaches of the Convertible Loan Agreement) is approximately EUR1.6 million. The
Company is (subject to certain exceptions) entitled at any time to make voluntary cash payments. Such cash payments which are used to
discharge any amount of the Convertible Loan still outstanding will also be subject to a redemption premium of 12.5 per cent.

At the option of the Participant, any amounts of the Convertible Loan which remain outstanding to the Participant under the repayment
terms of the Convertible Loan Agreement are convertible in whole or in part into Ordinary Shares at the Conversion Price. The Convertible
Loan Agreement includes a restriction which provides that, unless the Company is in default, the Participant cannot issue Loan Notices which
would result in the Participant holding more than 2.99 per cent. of the entire issued share capital of the Company. This restriction does
not apply to the Participants right to subscribe for the Warrant Shares as set out below. If the Company is in default under the Convertible
Loan Agreement and such default entitles the Participant to terminate the Convertible Loan Agreement then the Participant has the option to
convert all amounts outstanding into Ordinary Shares. The failure to pass the Resolutions would constitute such default and give the
Participant the option to convert all outstanding amounts into Ordinary Shares. The trading of the Ordinary Shares is governed by the Irish Takeover Rules. In the event that the Company is in
default (of the type referred to above) under the Convertible Loan Agreement and the Participant exercised its right to convert all amounts
outstanding into Ordinary Shares then the Participant may have an aggregate holding of Ordinary Shares representing 30 per cent. or more of
the total voting rights in the Company. If this happened the Participant would be required (except with the consent of the Irish Takeover
Panel) to make an offer for all of the outstanding Ordinary Shares in the Company.

Pursuant to the Convertible Loan Agreement the Company has also granted the Warrants. The Warrants are exercisable in whole or in part
up to 31 May 2010 and entitle the Participant to acquire the Warrant Shares at a price of 5 pence per Ordinary Share. In the event that the
Participant does not exercise its right to subscribe for any Warrant Shares the Company shall pay the Participant �60,000.

Any funds received by the Company for the Warrant Shares will provide finance for the working capital requirements of the Company.

If the Participant exercises in whole or in part its right to subscribe for Conversion Shares and/or Warrant Shares the holders of the
Existing Ordinary Shares could be materially diluted, the degree of such dilution will depend on the quantum of conversion. For example, if
the Participant exercised its rights in full to subscribe for Conversion Shares* and Warrant Shares the resulting enlarged share capital
would be increased by 39.16 per cent. to 34,698,468 (assuming only the Additional Shares are included in the pre exercise issued ordinary
share capital).

The Conversion Shares and the Warrant Shares will, following issue, rank pari passu in all respects with the Ordinary Shares, including
the right to receive all distributions declared, paid or made on or after issue.

If and when any Conversion Shares or Warrant Shares are issued, application(s) will be made without delay to the London Stock Exchange
for such shares to be admitted to trading on AIM.

4. Additional Shares and Costs

In accordance with an agreement dated 18 March 2008 between the Company and KnightsBridge Holdings, LLC, trading as KnightsBridge
Capital, a US registered Limited Liability Company, the Company has agreed to issue the Additional Shares to KnightsBridge Capital in
consideration of KnightsBridge Capital arranging the investment by the Participant in the Company. This agreement requires the Company to
issue 1 per cent. of its existing issued share capital to KnightsBridge Capital. Given that the existing issued share capital of the Company
is currently 24,935,000 Ordinary Shares, the Company is required to issue 249,350 Ordinary Shares to KnightsBridge Capital.

The Additional Shares will rank pari passu in all respects with the Ordinary Shares, including the right to receive all distributions,
declared, paid or made on or after issue.

Application will be made following the passing of the Resolutions to the London Stock Exchange for the Additional Shares to be admitted
to trading on AIM. It is expected that Admission will become effective and that dealings in the Additional Shares on AIM will commence at
8.00 a.m. on 4 July 2008.

KnightsBridge Capital is also entitled to a commission payment of 5 per cent. of the total consideration received by the Company for any
investments introduced by KnightsBridge Capital to the Company. Therefore the commission payment payable to KnightsBridge Capital for
Trafalgar's investment of EUR1.3 million in the Company will be EUR65,000.

5. Additional Authority Shares

The Company is seeking authority to allot and disapply pre-emption rights in respect of the allotment of 10,672,058* Ordinary Shares in
excess of that required for Additional Shares, Conversion Shares and Warrant Shares ("Additional Authority").

While the Directors have no present intention to allot any Additional Authority Shares this authority would provide them with the
flexibility to raise additional funds and to make acquisitions should suitable opportunities arise.

6. Financial Position of the Company

The Company has existing debt owed to New Media Lottery Services, Inc, the majority shareholder of the Company, Comerica Bank and Milton
Dresner (a non-executive director of the Company) and Joseph Dresner (the "Dresners"), majority shareholders in New Media Lottery Services,
Inc. and, together, holders of 7.23 per cent. of the issued share capital in the Company (collectively the "Debt Providers").

Each of the Debt Providers (other than Comerica Bank) has confirmed to the Company that they will not require repayment of their
respective debt noted above prior to the satisfactory payment in full of the Convertible Loan by the Company, subject to certain terms and
conditions. In the case of the debt owed to Comerica Bank, Milton Dresner has agreed to guarantee all payments which are required to be made
to Comerica Bank (in respect of the existing debt) until satisfactory payment in full of the Convertible Loan, subject to certain terms and
conditions.

The proceeds of the Convertible Loan will help finance the Company's short term capital requirements. The Directors believe that the
majority shareholders will continue to support the business should the Company require further capital in the foreseeable future.

7. Extraordinary General Meeting

The EGM will be held on 30 June 2008 at the offices of Lavelle Coleman, 20 On Hatch, Lower Hatch Street, Dublin 2 Ireland at 11.00 a.m.
at which the Resolutions will be proposed to permit the issue of, inter alia, the Conversion Shares, the Additional Shares and the Warrants
Shares.

The Resolutions to be proposed at that meeting are, inter alia, to empower the Directors to allot equity securities for cash and to do
so otherwise than in accordance with the pre-emption provisions under the Act, in connection with the Convertible Loan, the Additional
Shares and otherwise.

* This figure is calculated on the basis that 8,014,118 Conversion Shares are issued. This figure of 8,014,118 has been calculated as if
the Company was in default and the full amount of the Convertible Loan is outstanding and a conversion price of 15p per Ordinary Share
(being the average Conversion Price between 30 May and 3 June 2008). The ultimate maximum depends on the Conversion Price as stipulated
under the Convertible Loan Agreement.
Resolution 1, which is an ordinary resolution, proposes to grant the Directors the authority, required by section 20 of the 1983 Act, to
allot new Ordinary Shares up to an aggregate nominal amount of �136,237. This authority will expire on the earlier of the conclusion of the
next annual general meeting of the Company or 15 months from the date of the Resolution and will replace the authority obtained at the
annual general meeting held in December 2007.
Resolution 2, which is a special resolution, proposes to grant the Directors authority under section 24 of the 1983 Act to allot, for
cash, new Ordinary Shares in an aggregate nominal amount of up to �65,090 in respect of the Convertible Loan Agreement and up to �71,147
otherwise (being approximately 81.96 percent of the existing Ordinary Shares and 45.04 percent of the Enlarged Share Capital), without being
required first to offer such securities to shareholders in accordance with statutory pre-emption rights. This authority will expire on the
earlier of the conclusion of the next annual general meeting of the Company or 15 months from the date of the Resolution and will replace
the authority obtained at the annual general meeting held in December 2007.

8. Recommendation

The Directors consider that the ability of the Company to issue the Additional Shares, the Conversion Shares and the Warrant Shares is
in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the EGM. Milton H. Dresner is a director of the Company and a director and controlling
shareholder in New Media Lottery Services, Inc. which has a shareholding in the Company of 20,205,129 Ordinary Shares. New Media Lottery
Services, Inc. has irrevocably undertaken to vote in favour of the Resolutions in respect of its beneficial shareholding, which represents
approximately 81.03 percent of the existing issued share capital of the Company.

This information is provided by RNS
The company news service from the London Stock Exchange

END

NOEFPMATMMMMBTP

New Media (LSE:NMLS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024