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Acquisition, Trading Update, PTNP payment, Placing

18th Aug 2014 09:45

RNS Number : 3750P
SyQic PLC
18 August 2014
 



 

 

18 August 2014

 

 

SyQic plc

 

("SyQic", the "Company" or the "Group")

 

Acquisition of Maaduu

Update for 6 months to 30 June 2014

Receipt of January payment from PTNP

Conditional placing to raise £1.85 million

Notice of EGM

Total voting rights

 

SyQic plc (AIM:SYQ), a fast-growing OTT provider of paid mobile video content across mobile and internet enabled consumer devices, is pleased to announce that it has entered into a conditional asset purchase agreement to acquire Maaduu, an online video-on-demand service providing Korean content across multiple devices, which is currently owned by PlayTV Asia Sdn Bhd ("PlayTV Asia"), for up to RM5.5 million (approximately £1.03 million) plus £60k of shares in SyQic (the "Acquisition").

 

Highlights

· Acquisition of Maaduu, an online video-on-demand service providing Korean content across multiple devices that is advertising supported

· Maaduu has approximately 850,000 registered users as well as over 3.3 million Facebook Fans to add to SyQic's current subscriber base of over one million

· Considerable synergies created by the Acquisition providing opportunities to generate additional revenues through pay-per-view and advertising across both the Maaduu business as well as SyQic's existing business lines

· Allows SyQic to address different target demographic groups via its differentiated product offerings

· Strong trading results for the six months to 30 June 2014 with revenue up 424% over H1:2013 to £4.6 million and gross profit up 2,671% to £0.97 million. Cash of £0.42 million as at 30 June 2014

· January 2014 payment of approximately £350,000 from the Company's major Indonesian telco customer, PT Nextnation Prisma, received

· conditional placing of 3,700,000 ordinary shares of nil par value (the "Placing Shares") at 50 pence per Placing Share (the "Placing Price"), by Allenby Capital Limited, to raise £1.85 million (of which £0.25 million is subject to an EGM) before expenses from both existing and new shareholders (the "Placing").

 

Jamal Hassim, Group Chief Executive Officer of SyQic plc, said:"Korean content is in high demand by Southeast Asia's inhabitants as well as by those originally from Southeast Asia but who are currently living elsewhere, including in the UK, Europe and the US. Indeed, Korean content is the most consumed content genre on SyQic's Yoomob platforms in Southeast Asia.

 

The acquisition of Maaduu will provide us with immediate access to around 850,000 additional users (with their personal information) and we will also gain the rights to archive, current and same day Korean content from two of Korea's three largest broadcasters, KBS and MBC. The acquisition of Maaduu marks a significant opportunity for SyQic to add Korean content to its Yoomob subscription packages, and for it to develop an advertising revenue model to complement its core subscription revenue business. The acquisition will also improve SyQic's footprint and services in the Southeast Asian region, aided by Maaduu's robust presence on social media channels such as Facebook and Twitter. SyQic's multiple product lines will help it address the needs of a broad range of demographic consumers.

 

We remain confident for the future of SyQic given the increasing consumer demand for mobile video content, which is driven by the continued uptake of mobile devices as well as the growth of international migrant workforce numbers. We are delighted to have received such strong support from existing and new investors which will enable us to proceed with the acquisition and integration of Maaduu as well as to continue with our strategic development."

 

Strategic rationale for the Acquisition

SyQic believes that by utilising its significant broadcasting operational experience and existing platforms it will be able to exploit significant additional value from the Maaduu assets by:

 

increasing advertising revenues on the Maaduu site through leveraging on SyQic's significant media industry experience;

generating pay-per-view revenue by charging existing users for the premium simulcast Korean series on the Maaduu site;

creating ad space on Yoonic and Yoomob (using the Maaduu ad tools) and bundling ad sales space with Maaduu - in aggregate addressing a larger audience for advertisers;

increasing Yoomob subscriptions by the introduction of up-to-date Korean content. This will allow SyQic to open up tiered pricing models for premium and basic bundles;

cross-selling additional Yoomob/Yoonic services to the existing Maaduu user base;

addressing a broader range of consumers; and

creating technology synergies between the Maaduu and Yoonic/Yoomob services.

 

SyQic expects to be able to generate significantly increased advertising revenues from Maaduu following completion. In addition, SyQic expects to generate significant additional revenue for its core Telco business as a result of having up-to-date Korean content and though cross-selling of the Yoonic product to Maaduu users.

 

Information on Maaduu

Maaduu is an online video-on-demand service providing Korean content across multiple devices and is currently owned by PlayTV Asia. Currently all of Maaduu's revenue is generated by advertising sales and the revenues for the last three financial years (FYE 31 March) were RM0.93 million (audited) (2012), RM1.30 million (audited) (2013) and RM0.83 million (unaudited management accounts) (2014). Revenues for the current financial year to 31 May 2014 were RM0.019 million (unaudited management accounts). The board of SyQic anticipates that the ongoing fixed costs to SyQic (including content costs) arising from the Acquisition will be approximately £28,000 per month.

 

SyQic has conditionally agreed to acquire the business and assets of Maaduu (meaning that SyQic will not acquire any historic liabilities from the seller, PlayTV Asia). SyQic will acquire the principle assets of PlayTV Asia relating to the Maaduu service, including:

 

· the Maaduu brand name;

· control of the Maaduu web site

· the rights to archive, current and same day Korean content from two of the three largest TV stations in Korea, namely KBS and MBC;

· Facebook Fan pages with over 3.3 million followers;

· approximately 850,000 registered members and their personal information;

· advertising tools and servers;

· various device applications; and

· relationships and campaigns with major advertisers.

 

Consideration and conditions of Acquisition

The total consideration for the Acquisition is up to RM5.5 million (approximately £1.03 million) plus £60k of shares, with RM3.1 million (approximately £0.578 million) payable in cash on completion and a maximum of a further RM2.4 million (approximately £0.447 million) plus up to £60k payable through the issue of new shares in SyQic at the higher of the Placing Price and the average mid-market closing price for the ten trading days prior to issue, on certain revenue targets being achieved within 12 months of the Acquisition completing. Subject to satisfaction of the relevant conditions, the Acquisition is scheduled to complete in September 2014.

 

The Acquisition is conditional on, amongst other things,:

· the successful completion of the Placing;

· PlayTV Asia being able to transfer the Maaduu trademark to the Buyer;

· the warranties given by PlayTV Asia to SyQic in respect of the Maaduu business remaining true and accurate as at completion;

· there being no material adverse change in the financial and trading position or prospects of the Maaduu business before completion; and

· the novation of content distribution licences with MBC and KBS to SyQic

 

Update for 6 months to 30 June 2014

Trading to 30 June 2014 was encouraging and revenues of £4.6 million were generated representing an improvement of 424% over the revenues of £0.88 million of H1-2013. The Group generated a gross profit of £2.2 million and the profit after tax was £0.97 million, an improvement of 2,671% over the profit after tax of £0.035 million for H1-2013. The Group had cash of £0.42 million as at 30 June 2014.

 

The Group recorded 2.067 million subscription transactions in June 2014, subject to a 5% variance for reconciliation. This continued the upward trend experienced over the previous four months.

 

The January 2014 payment of approximately £350,000 from the Company's major Indonesian telco customer, PT Nextnation Prisma ("PTNP"), has been received. As previously announced, PTNP has confirmed to the Company that 2014 billings will not be on a payment plan and will be paid much more promptly going forward.

 

The Group currently has over one million users served across Malaysia, Philippines and Indonesia (excluding the users to be acquired as part of the Maaduu transaction).

 

The Group will announce its full results for the six months to 30 June 2014 in September 2014.

 

The Placing

The Company has raised £1.85 million (of which £0.25 million is subject to an EGM) (before expenses) through the Placing, the net proceeds of which are intended to be used to fund the cash element of the consideration required to complete the Acquisition, with the balance being used for:

 

technical development (40%) - to further enhance the Yoonic platform;

sales and marketing (20%) - including advertising and promotions via various media outlets;

content acquisition (20%) - a key driver of consumer choice; and

working capital (20%).

If the Acquisition does not complete, the net proceeds of the Placing will be utilised as above with the balance being used to provide additional working capital.

 

The Placing Price represents a discount of 3.85 per cent. to the closing bid-price of SyQic's shares on 15 August 2014, being the latest practical date immediately prior to the issue of this announcement.

 

Allenby Capital Limited has conditionally agreed, pursuant to a Placing Agreement with the Company and as agent for the Company, to use its reasonable endeavours to procure subscribers for 3,700,000 Placing Shares at the Placing Price. The Placing Shares are being placed with institutional and other investors. The Placing Shares will represent approximately 15.95 per cent. of the enlarged issued share capital of the Company and will rank pari passu with its existing ordinary shares. The Placing has not been underwritten and is conditional, inter alia, on First Admission (as defined below) occurring by 8.00 a.m. on 26 August 2014 and Second Admission (as defined below) by 8.00 a.m. on 9 September 2014 and, in any event, both First Admission and Second Admission taking place no later than 8.00 a.m. on 23 September 2014 and on the Placing Agreement not being terminated. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Allenby Capital Limited in relation, inter alia, to certain matters relating to the Company. Allenby Capital Limited has certain rights to terminate the Placing Agreement prior to Admission, including for a material breach of warranty or the occurrence of certain force majeure events.

 

By virtue of the size of the Placing relative to the existing share authorities of the Company, the Directors are seeking shareholder approval at an EGM to be held at the offices of Allenby Capital Limited, 3 St Helen's Place, London EC3A 6AB at 10am on 8 September 2014 (the "EGM") for the authority to allot equity securities for cash outside the shareholders' statutory pre-emption provisions in respect of 500,000 of the Placing Shares and to adjust the existing share authorities to a more appropriate level following completion of the Placing. A Notice of EGM will be sent Shareholders over the next day or so seeking shareholder approval to effect these proposals and a copy of this will be made available on SyQic's website, www.syqic.com, in accordance with AIM Rule 20.

 

An application will be made for the 3,200,000 Placing Shares that are not subject to the EGM to be admitted to trading on the AIM market ("First Admission") and it is expected that First Admission will take place on or around 26 August 2014. An application will be made for the 500,000 Placing Shares that are subject to the EGM to be admitted to trading on the AIM market ("Second Admission") and it is expected that Second Admission will take place on or around 9 September 2014.

 

Total Voting Rights

The number of ordinary shares of nil par value in the capital of the Company in issue and number of voting rights following admission of all of the Placing Shares (including those subject to the EGM) will be 26,898,845. The above figure may be used by Shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

- Ends -

For further information:

SyQic plc

Jamal Hassim, Group Chief Executive Officer

Tel: +44 (0) 20 7398 7714

Steve Elliff, Chief Financial Officer

www.syqic.com

 

Allenby Capital Limited

Alex Price / Jeremy Porter

Tel: +44 (0) 20 3328 5656

[email protected]

www.allenbycapital.com

 

Media enquiries:

Abchurch Communications Limited

Henry Harrison-Topham / Canace Wong

Tel: +44 (0) 20 7398 7714

[email protected]

www.abchurch-group.com

 

Notes to Editors:

 

SyQic is a fast growing OTT (Over The Top) provider of live TV and on-demand paid video content across mobile internet-enabled consumer electronics devices such as mobile phones and tablets through its "Yoonic" platform. Yoonic utilises efficient mobile video streaming as its core offering and allows for close to high definition streaming, utilising adaptive bit-rate streaming technology that matches the available bandwidth through the Group's proprietary encoding methodology, and can stream as low as 80kbps.

 

The Group has access to over 40,000 hours of online video-on-demand content as well as over 200 live television feeds comprising English and International video content as well as content for a number of 'home markets.' The content is delivered through SyQic's platforms via a number of channels in the movies, drama, music, sports, news, lifestyle and general entertainment genres.

 

The Group, which is incorporated in Jersey and headquartered in the UK, already has a significant service footprint in the Philippines, Indonesia and Malaysia. The Group have recently launched international OTT services for the Bangladeshi and Filipino communities in the UK, Malaysia, and Singapore and these services will soon be launched in other regions. Other migrant content launches are planned in the near term.

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