14th Jan 2005 14:05
Acquisitor PLC14 January 2005 FOR IMMEDIATE RELEASE 14 JANUARY 2005 ACQUISITOR PLC (Ticker: Reuters ACQ.L or Bloomberg: ACQ LN) Proposed acquisition of Agenda Television Limited trading as Tinopolis Proposed change of name to Tinopolis plc Acquisitor Plc ("Acquisitor" or the "Company") has conditionally agreed to acquire the entire issued ordinary share capital of Agenda Television Limited trading as Tinopolis ("Tinopolis"). Due to the nature of the Acquisition, the transaction will be treated as a reverse takeover under the AIM Rules and, as such, it will require the approval of Shareholders. The consideration will be satisfied by the issue of 22,000,000 InitialConsideration Shares and, subject to the achievement of a Pre-tax Profit targetin the financial year ending 30 September 2005 for the New Group, deferredconsideration comprising a further 2,500,000 new Ordinary Shares. Tinopolis is one of the United Kingdom's leading independent televisionproduction companies. Established in 1990 and based in Llanelli, Tinopolis is amajor player in the regional television market producing approximately 640 hoursof television programming in 2004 for the Welsh channel, S4C, as well asprogrammes for a number of other broadcasters. Tinopolis is currently Britain'sthird largest independent television producer based outside of London. Tinopolisalso provides creative and technical interactive services for many governmentand public authorities in the UK and corporate organisations worldwide. The Directors and the Proposed Directors believe that Tinopolis's existingbusiness is soundly based and capable of considerable expansion. In addition, anumber of new opportunities, both organic and through acquisition, have beenidentified by the Proposed Directors. Accordingly, the Directors consider thatthe Acquisition represents a major opportunity to enhance shareholder valuesignificantly. It is also proposed that, as soon as practicable following Completion,Acquisitor change its name to "Tinopolis plc". A circular comprising an admission document under the AIM rules will be sent toShareholders today. This will include a Notice of an Extraordinary GeneralMeeting of the Company to be held at 10.00 a.m. on 7 February 2005 together witha form of Proxy. Holders of approximately 40 per cent. of the existing issued share capital ofthe Company have given irrevocable undertakings to vote in favour of theResolutions at the EGM. Enquiries: Bishopsgate Communications Ltd Tel: 020 7430 1600Maxine BarnesDominic BarrettoEmail: [email protected] Daniel Stewart & Company plc Tel: 020 7374 6789Paul Shackleton Daniel Stewart & Co PLC, which is authorised and regulated in the United Kingdomby The Financial Services Authority, is acting exclusively for Acquisitor and noone else, and will not be responsible to anyone other than Acquisitor forproviding the protections afforded to its customers or in relation to thecontents of this announcement or any transaction or arrangement referred toherein. Background Acquisitor was admitted to trading on AIM in January 2000, with the stated primeobjective to make investments having the potential to show a high rate ofcapital growth for its shareholders. In 2002, the Company established a newcompany, Acquisitor Holdings Ltd. On 7 October 2002 Acquisitor Plc transferredall of its investments, with book value of £8,644,357, and cash of £2,262,273into Acquisitor Holdings Ltd, in return for shares in that company. Pursuant toa capital reduction, approved by the High Court and registered with CompaniesHouse on 5 September 2002, the Company arranged for the shares it held inAcquisitor Holdings Ltd to be distributed to the Company's shareholders. The Directors believe that the Proposals will meet the objective of showing ahigh rate of capital growth for investors, albeit through a different approachto that initially considered. The Directors believe that the Acquisitionrepresents an excellent opportunity for the Company to enter a growth sector andgive Acquisitor shareholders a share in an expanding business in a growingmarket. Acquisitor was incorporated on 23 August 1999 and its most recentaudited accounts are for the period ended 30 September 2004. Information on Tinopolis Tinopolis is one of the United Kingdom's leading independent televisionproduction companies. Established in 1990 and based in Llanelli, Tinopolis is amajor player in the regional television market producing approximately 640 hoursof television programming in 2004 for the Welsh channel, S4C, as well asprogrammes for a number of other broadcasters. Tinopolis is currently Britain'sthird largest independent television producer based outside of London. Tinopolisalso provides creative and technical interactive services for many governmentand public authorities in the UK and corporate organisations worldwide.Tinopolis' business activities are described in more detail below. Programme and content production Tinopolis' core business is the production of television programmes andinteractive content for broadcasters and other customers primarily in the publicsector. Its major customer is S4C. Tinopolis operates a business model which has few, if any, comparators withinthe independent television production industry. Operating out of itsheadquarters building in Llanelli, Tinopolis has designed and built a fullyintegrated digital television production business. Through the operation of itstwo traditional and one open-plan television studios, edit suites, sound, visionand VTR control facilities and outside broadcast units, Tinopolis can maximisecost efficiency in programme production and maintain the core componentsrequired to deliver consistent, high volume programming to broadcasters. Tinopolis has structured its production so that additional programmecommissions, single or short run series, are easily accommodated within thisproduction process. Tinopolis avoids, whenever practicable, the industrystandard practice of buying-in the facilities and staff necessary to produce itsprogrammes through the freelance market, which causes a programme's cost base toincrease. Tinopolis broadcasts two live programmes daily on S4C, the afternoonmagazine programme, Pnawn Da, and the evening magazine show, Wedi 7, whichincorporates news and current affairs both in Wales and nationwide. Tinopolis'outside broadcast units relay live reports from throughout the UK and Europeinto the studio in Llanelli. In the field of documentaries, Tinopolis has produced many programmes which havebeen distributed internationally. Recent productions include Power of Gold,Lahore Law, Shoot Out, Sexpionage, Dal Yma Nawr and The War Detectives.Tinopolis productions have enjoyed critical success and have won or beennominated for prestigious awards such as those awarded by BAFTA, Grierson andBroadcast. Entertainment commissions have included Popcorn, Cerys, Procar Poeth, the comedyseries Copish, the interactive auction programme Siopa Byw and late night showNwci. Tinopolis also produces a weekly rugby programme following the FrenchRugby Championship, and many other sports programmes including live events.Drama productions include the psychological thriller, Triongl, the groundbreaking interactive drama Textual @ttraction and a major new drama seriescentred on life in Cardiff. Textual @ttraction, a short film about finding lovethrough text messaging, has recently been nominated for a major BAFTAInteractive award. Tinopolis' interactive production activities (''Interactive'') are focused onthe public sector, in particular the training and education market. On 13December 2004 the BBC issued a press release confirming that Tinopolis has beenchosen as a preferred supplier for the BBC digital curriculum. It has beenselected twice, once in its own right and once as a member of the Tinopolis -Spark Learning Consortium. The BBC digital curriculum is initially a £150million project, managed for the government by the BBC, which will put thenational curriculum online. The Proposed Directors believe that it is thelargest e-learning project ever in the UK and is widely regarded as the definingevent in the development of the industry in this country. Tinopolis is the onlyWelsh company to be included in the preferred supplier list and is one of only25 suppliers chosen throughout Europe. Tinopolis is now able to tender to theBBC for commissions for the BBC digital curriculum, which will have technicaltrials and piloting before its formal launch in January 2006. Revenues from thisrelationship could be significant over the next three years. Tinopolis has four active subsidiaries with significant minority shareholderinterests covering drama, entertainment, documentary and animation genres. Thesesubsidiaries are structured such that the key creative individuals have acovered cost base, paid for by Tinopolis. All have access to full businesssupport including legal and accounting services and enjoy the benefits ofcreativity offered by the Group as a whole. In return, these companies, whenpracticable, use Tinopolis' production facilities and people. The ProposedDirectors believe that this is a very effective way to stimulate key creativetalent to join and stay with Tinopolis and to provide significant revenue andprofit potential for Tinopolis. Through its television production business, Tinopolis has produced programmingfor the BBC, ITV, Channel 4, Five, The History Channel, S4C and a range ofoverseas broadcasters. The reliable nature of the production team and facilitiesand the strong relationship with S4C positions Tinopolis well for organicgrowth. Operationally, Tinopolis' television production business is separated into twodivisions, the first being the production operation itself, which contracts withbroadcasters and other customers to supply television programming and othercontent. The second is, in effect, a television production support company thatsupplies both production and post-production facilities to production operationsalongside all human resources. For the broadcaster, the system enables Tinopolisto deliver consistently high quality programmes at relatively low productionprices. The Proposed Directors believe that the changing nature of the industry and theerosion of project micro-management by commissioning bodies will encouragebroadcasters to work with the most cost effective production companies. As such,independents are likely to consolidate, as the major networks seek to minimisethe negotiation process and deal with fewer, trusted and professionalindependent producers. By demanding satisfactory returns from all parts of thevalue chain, including production, Tinopolis believes it has a more balanced andcredible strategy than many of its independent peers. Tinopolis also believes itis well placed to drive consolidation among television production companies withsimilar values. Animation Outside its core business, Tinopolis is the majority shareholder in an animationcompany, Dave Edwards Entertainment Media Limited (''DEEM''). DEEM producesanimated programming and films for the international marketplace and has anumber of projects in development, including Arty Farty, an animated art seriesfor preschool. This has already seen substantial interest from broadcasters inthe US. A feature film project is also in development with a Swedish Partner.DEEM is headed by Dave Edwards, an internationally experienced animator who hasworked with Hanna Barbera, Dreamworks and Universal Studios. Dave alsoco-founded Siriol Animation to produce the children's television series''SuperTed''. The Proposed Directors believe the animation projects underdevelopment could deliver significant profit if successful. Background to the Independent Television Production Market The Proposed Directors believe that the UK television production industry isundergoing a sustained period of change. The increased popularity ofmultichannel viewing has had effects at all levels in the industry. For theconsumer it has brought substantially greater choice; offering more specialisedviewing, further exposure to international programming and a high degree ofinteractivity. Multichannel has changed the way broadcasters generate revenue.Subscription income now outstrips advertising revenue across all of UKtelevision. Moreover subscription has demonstrated that people are willing topay more for television content. Other forms of revenue generation, like premiumcontent purchase and home shopping, have also become mature business lines. For the television production sector multichannel has offered greatopportunities and created an environment requiring greater operational andfinancial discipline. As many multichannel broadcasters operate internationally,British producers have become less insular. The Proposed Directors believe thatopportunities for business overseas have widened, increasing the marketsavailable to producers and broadening their creative outlook. IndependentBritish production companies are now working and selling all over the world. The multichannel environment has also promoted a financial discipline inprogramme production. Budgets are lower so producers have had to come up withimaginative solutions to providing low cost programming. This budget pressurehas encouraged several efficiencies in the industry. It has encouraged thetake-up of new technology and it has promoted volume production. In terms of volume of production and creativity, the UK independent productionsector has had a successful first twenty years. It is now a sector doing £1.4billion of business a year and growing. The industry does, however, face somechallenges. The need for restructuring and regrouping has prompted are-evaluation of how the industry works. Driven by regulation the currentchanges in the independent television production environment could lead to anindustry containing a range of investment quality and scalable companies. A major catalyst of the shift in industry dynamics was the regulatory changebrought in by the Communications Act 2003 ("the Communications Act"). TheCommunications Act rebalanced the television industry giving a greater share ofintellectual property rights in programming to the producers. Whether this initself is enough for the sector's reorganisation and restructuring remains to beseen, but the Communications Act worked as a powerful catalyst forcingindependent producers to make themselves more business focused. The legislationhas also revived investment interest in the sector. The traditional view of theindependent ("indie") company has been of a lifestyle business, unable toscale properly and solely reliant on key individuals. There are strong signsthat this is now changing and through mergers and acquisitions as well asfocused growth strategies, larger and more financially attractive "superindies" are emerging. Notwithstanding further regulatory changes in the sector, the UK televisionbroadcast industry is highly regulated. Under European regulations broadcastersare required to meet a quota of independently produced programmes set in the UKby Ofcom and the BBC Charter. In the case of the BBC there is significantpressure to increase the current 25% independent production quota. The BBC,still the UK's largest broadcaster, looks likely, as part of its Charter Review,to increase significantly the proportion of its programmes provided byindependents. In addition, a well funded new public service channel has beenproposed by the regulator Ofcom, further widening the market for independentprogramming. Further regulatory change looks set to favour producers based outside London.The companies that benefit from the current changes in the sector will be theones that are able to adapt to further change in the industry, particularly theconvergence between television and the new media. The Proposed Directors believe that the outlook is good for independenttelevision production. Relationship with S4C Tinopolis is the largest company in the independent television productionindustry in Wales, supplying approximately 24% of S4C's programming hoursexcluding repeats in 2003. As S4C's largest supplier by programming hours,Tinopolis has a long established and strong relationship with S4C and is wellpositioned to attract more programming hours from S4C. Currently S4C broadcastsa significant proportion of Channel 4 content. In the fully digital futureenvironment Channel 4's programmes will not be available to S4C and it will needto provide significantly more of its own programming. The Proposed Directorsbelieve that as a trusted producer of high volume television programming,Tinopolis is well placed to win further commissions from the broadcaster. TheProposed Directors perceive that there is uncertainty as regards the structureof the whole of British broadcasting with Ofcom appearing determined to demandlong-term changes. For example, the future of the BBC is dependent on theCharter review process whilst an overall review of public service broadcastingis under way. Within these changes the future of Welsh-language broadcastingappears secure with the broad support of all political parties as well as Ofcom.The Proposed Directors are confident that Tinopolis is positioned to takeadvantage of changes that may arise. Tinopolis' relationship with S4C has led to a secure and stable business withthe opportunity for profitable further growth. Tinopolis produces and hasproduced live and pre-recorded output as diverse as: •Live sport and sports journalism •Light entertainment •Event coverage •Youth programming •Satellite news gathering reportage •Music •Live studio magazines •Outside broadcasts •Current affairs, and •World-wide coverage - in the last three years alone Tinopolis has covered over 20 countries. Barriers to Entry The Proposed Directors consider the following to be the most significantbarriers to establish a long term and financially successful presence in thetelevision production market: An experienced management team - the management team has over 50 years industryexperience as well as experience in a wide range of other businesses. Tinopolishas a breadth and depth of management unusual in a company of its size and withthe skills and experience to handle significant growth. Creative skills - Tinopolis is amongst the largest producers of broadcasttelevision in the UK and has been so for over 12 years. This confirms the depthof creative ideas available. In recent years further key personnel withsignificant track records in their fields of expertise have been added to theteam. Quality production management - Tinopolis has production management systemsdesigned to permit the production of high quality programmes at cost levelsbelow those of its competitors. This methodology is borne out of levels ofcapital investment over the years that most independent production companieshave not been able to support. The challenges of working in a multi-platform future - the building blocks arealready in place at Tinopolis to grow in all areas of the business includinganimation. The Proposed Directors believe that Tinopolis is well placed to takeadvantage of current industry trends. The creation of a strong development centre base - Tinopolis has created astrong development centre which houses television studios, post-productionsuites, research facilities and the latest digital technology. Television and ITequipment sit on a common infrastructure that permits digital transmissionbetween the technologies. The facility is located in a low cost area in the UKand has the capacity to accommodate significantly larger business volumes and isdifficult and expensive to replicate. The Proposed Directors believe that any one of the above factors can bereplicated by existing and new market entrants in some form. However, when takenin their entirety. Tinopolis' business characteristics make it very difficultfor competitors and new entrants to achieve the scale that Tinopolis hasachieved and create the same robust and protected customer relationships thatdrive Tinopolis' business. Competition Tinopolis operates in the independent television production sector (includinginteractive media production) and animation. Tinopolis' work crosses thesesector boundaries as the content industries converge and therefore the pictureof Tinopolis' competition is a complex one. The interactive and animationsectors offer significant growth opportunities for Tinopolis. On a straight sector analysis competition is strong in television production(including interactive media) and animation. Independent television productionis a business populated by thousands of companies ranging from very small singleperson operations to large players like Endemol or The Television Corporation.The current movement in the industry is towards larger players and mergers andtakeovers are expected to result in a smaller number of ''super indies''. As oneof the UK's largest independent producers Tinopolis is well-placed to takeadvantage of these developments. Animation is a global business and as such competition is intense. Tinopolis hasinvested in world class talent to develop animation projects and build thenecessary international relationships for success in animation. An increasing amount of Tinopolis' work crosses the conventional sector borders.Projects in education, for example, will often involve video footage, televisionarchive or animated characters as well as new media and interactive design. Thismix of skills is still uncommon in the industry - few television or animationcompanies have high level experience in interactive design and new mediacompanies seldom have the skills and experience required for professionaltelevision production. In addition to this blend of skills, Tinopolis offers ascale of operations seldom found in the sector. Tinopolis' recent success inachieving preferred supplier status for the BBC digital curriculum and theUniversity for Industry (UFI) confirms the importance of this approach. Both ofthese major projects involve a blend of expertise across new and old media,creativity and production scale. Competitors from large educational or onlinepublishers have been unable to offer, in these cases, the creative input fromanimators and television professionals that these contracts demand. Textual@ttraction, recently BAFTA nominated, used Tinopolis' skills in drama, telephonyand new media. In a world moving towards convergence between media industries,the Proposed Directors believe that Tinopolis is well positioned to takeadvantage of the opportunities. Given the significant barriers to entry detailed above and the length ofTinopolis' track record in the television production market, the ProposedDirectors believe that this presents Tinopolis with a significant competitiveadvantage in its core business. Financial information on Tinopolis The financial information set out below summarises the financial record ofTinopolis for the three financial years ended 30 September 2002, 30 September2003 and 30 September 2004. Year ended Year ended Year ended 30 Sept 31 Sept 30 Sept 2002 2003 2004 £'000 £'000 £'000Turnover 7,587 8,912 7,328---------------------------- --------- --------- ---------Operating profit 155 580 (66)---------------------------- --------- --------- ---------Profit on ordinary activities beforetaxation (21) 474 (176)---------------------------- --------- --------- ---------Profit/(loss) for the financial period (59) 428 (248)============================ ========= ========= =========Net Cash inflow from operatingactivivties 423 947 658============================ ========= ========= ========= As at As at As at 30 Sept 30 Sept 30 Sept 2002 2003 2004 £'000 £'000 £'000Net assets at year end 1,710 2,138 1,905============================ ========= ========= ========= Tinopolis incurred a reduction in turnover and profitability in the year ended30 September 2004 as a result of some production rescheduling by S4C, the lackof drama production and continued investment in animation and new mediacapabilities. The Acquisition Agreement Under the terms of the Acquisition Agreement, Acquisitor will acquire from theVendors ordinary shares of £1 each in Tinopolis, representing 100 per cent. ofthe issued ordinary share capital of Tinopolis, comprising the followingholdings: Shareholder: SharesGlynog Davies 975Glendower Opportunity Partners II 975G John 24P Harston 4Clem Jones 414Ron Jones 2600Angharad Mair 768Rhian Thomas 975Rhodri O Williams 10The Park Street Trust 975 -------- 7,720 -------- The consideration comprises the issue to the Vendors of an aggregate of22,000,000 new Ordinary Shares at Completion and, subject to the achievement ofa Pre-tax Profit target of £1,050,000 in the financial year ending 30 September2005 for the New Group, deferred consideration comprising the issue of a further2,500,000 new Ordinary Shares. The Acquisition Agreement also includes lock-in provisions under which theVendors have undertaken to Acquisitor that, save with the consent of theCompany's nominated advisor from time to time or in certain specificcircumstances, neither they, nor any person connected with them, will dispose ofany Initial Consideration Shares held by them for a period of one year fromCompletion. Nor will they dispose of any new Ordinary Shares issued to them aspart of the Deferred Consideration for a period of one year from their date ofissue. Share Incentives and Warrants The Board considers that it will be important for the future development of theNew Group for its executive directors and employees to be suitably incentivised.For that reason, it is proposed that the directors of the New Group beauthorised to grant options to qualifying employees of the New Group tosubscribe for new Ordinary Shares. Where possible such options will be grantedunder the provisions governing the grant of options as Enterprise ManagementIncentives (''EMI'') for tax exemptions and reliefs contained in the Income Tax(Earnings and Pensions) Act 2003. Any employee share option schemes approved bythe Board will take account of the Association of British Insurers' Guidelinesfor share incentive schemes. The maximum number of Ordinary Shares which may be placed under option andoutstanding in any ten year rolling period shall not exceed ten per cent. of theCompany's issued ordinary share capital. Options granted following the Admissionwill not be granted at an exercise price which is below the average market valueof an Ordinary Share at the date of grant, except in the case of any long-termincentives, offered to its executive directors, which are approved by theremuneration committee of the board of the New Group. It is intended that EMI Employee Share Options amounting to 6.2% of theCompany's issued share capital will be granted to employees as soon aspracticable following Completion. Subject to the Shareholders approving the same at the EGM, the Directors and theProposed Directors have agreed to grant a warrant to Winghaven (Tinopolis'financial adviser) pursuant to which Winghaven shall have an option to subscribefor up to 48,780 new Ordinary Shares at any time following the date of theinstrument governing such warrant until the fourth anniversary thereof upon thepayment of a subscription price being the nominal value of such shares. Reasons for the Proposals The Directors and the Proposed Directors believe that Tinopolis' existingbusiness is soundly based and capable of considerable expansion. In addition, anumber of new opportunities, both organic and through acquisition, have beenidentified by the Proposed Directors. Accordingly, the Directors consider thatthe Acquisition represents a significant opportunity to enhance shareholdervalue. The effects of the Acquisition on shareholdings in Acquisitor Due to the size of Tinopolis, the Acquisition is classed as a reverse takeoverfor the purposes of the AIM Rules. Accordingly, the Acquisition is conditionalupon, inter alia, the approval of Shareholders, which is being sought at theEGM. Under the terms of the Acquisition Agreement, the Vendors, who are deemed to beacting in concert in relation to Acquisitor for the purposes of the City Code,will acquire more than 50 per cent. of the Enlarged Share Capital. The Panelhas, accordingly been consulted with a view to it granting a waiver of theprovisions of Rule 9 of the City Code, under which, in the absence of suchwaiver, the Vendors would be obliged to make a cash offer to all other holdersof Ordinary Shares. Current trading and prospects The Directors and the Proposed Directors are satisfied with the performance ofTinopolis in the current financial year and believe that the prospects for theNew Group for the remainder of the current financial year are good. Accordingly,the Directors and the Proposed Directors view the future of the New Group withconfidence. Directors and Proposed Directors On Completion, John Radziwill shall resign as a Director. Ron Jones, one of theVendors and Chairman of Tinopolis, will be appointed Executive Chairman andArwel Rees, the Managing Director of Tinopolis, will take that post in the NewGroup. Timothy Lovell and Christopher Mills will resign as Directors atCompletion. Duncan Soukup will continue to serve as a Non-Executive Director.Angharad Mair and Rhys Davies will also join the Board. Brief biographies of the Proposed Directors are set out below. Ron Jones, Proposed Executive Chairman, aged 56 Mr Jones is a founder of Tinopolis and has been its Chairman from the formationof the business. He was throughout that time also its Chief Executive untilArwel Rees was appointed Managing Director earlier this year. Ron Jonesgraduated from University College Cardiff where he studied law. He joined ArthurAndersen & Co where he qualified as a chartered accountant and became a partnerin that firm, leaving in 1998. Arwel Rees, Proposed Managing Director, aged 48 Mr Rees joined Tinopolis in early 2004 to help Ron Jones implement a growthstrategy for the Tinopolis Group. Prior to that Mr Rees was a Corporate VicePresident of Woodhead Industries and President of their European operations. Hehas many years of experience operating at a senior level in a public companyenvironment. During his time with Woodhead he grew the business organically andthrough acquisition from a £2.5 million turnover company to a £45 million groupwith pan-European operations. He is a qualified accountant by training. Angharad Mair, Proposed Director, aged 43 Angharad Mair as Head of Daily Programmes at Tinopolis has overall editorialresponsibility for the Company's largest programming contract. She first joinedthe Company in 1991 and, apart from three years working with the BBC, has sincethen worked on Tinopolis's daily programmes. Whilst at the BBC she was employedas a senior member of their News and Current Affairs department. She is one ofWales's best-known television presenters and, in addition to her managementresponsibilities, presents a live studio-based magazine programme four nights aweek. Rhys Davies, proposed Non-Executive Director, aged 36 Mr. Davies is the Managing Director of Glendower Capital Limited, a London-basedinvestment manager and adviser, which he established in 1998. He has over 10years experience of making investments in public and private companies. From1994 until 1998, Mr. Davies worked as an analyst and fund manager at SchroderInvestment Management Limited. At Schroders, he was, inter alia, the analystresponsible for Continental European media investments. Prior to joiningSchroders, Mr. Davies worked for The Boston Consulting Group from 1992 to 1994.Mr. Davies holds degrees from the University of Wales, Cardiff, and ImperialCollege of Science, Technology and Medicine, London. He is a Chartered FinancialAnalyst. Extraordinary General Meeting Extraordinary General Meeting of the Company to be held at 10:00 a.m. on 7February 2005 at 48 Bishopsgate, London EC2N 4AJ. The following resolutions will be proposed at the EGM: Resolution 1 will be proposed as an ordinary resolution to approve the accountsfor the year ended 30 September 2004. Resolution 2 will be proposed as an ordinary resolution to re-appoint KPMG asauditors of the Company. Resolution 3 will be proposed as an ordinary resolution for the purpose ofapproving the Acquisition Agreement. Resolution 4 will be proposed as an ordinary resolution, on a poll, to approvethe waiver of Rule 9 of the City Code in relation to the Vendors. Resolution 5 will be proposed as an ordinary resolution to authorise thedirectors to allot relevant securities pursuant to the warrant to be granted toWinghaven, employee share options or incentives and otherwise up to an aggregatenominal amount of £17,142.87. Resolution 6 will be proposed as an ordinary resolution to approve the grantingof a warrant to subscribe for up to 48,780 new Ordinary Shares in the capital ofthe Company uponpayment of the nominal value of the Ordinary Shares (andotherwise on terms to be determined by the directors) be granted to Winghaven. Resolution 7 will be proposed as a special resolution to disapply pre-emptionrights conferred under the Act in respect of further issues of Ordinary Sharespursuant to the Acquisition Agreement, the warrant to be granted to Winghaven,employee share options or incentives and otherwise up to a nominal value of£2,857.15. Resolution 8 will be proposed as a special resolution to change the name of theCompany to ''Tinopolis plc''. Holders of approximately 40 per cent. of the existing issued share capital ofthe Company have given irrevocable undertakings to vote in favour of theResolutions at the EGM. Definitions "Acquisition" the proposed acquisition by Acquisitor of 100 per cent. of the issued ordinary share capital of Tinopolis "Acquisition the agreement between the Company and the vendors of the sharesAgreement" of Tinopolis in relation to the Acquisition "Act" the Companies Act 1985, as amended "Admission" the readmission of the Existing Ordinary Shares and the admission of the Initial Consideration Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules "AIM" a Market operated by the London Stock Exchange "AIM Rules" the rules published by the London Stock Exchange governing admission to and the operation of AIM "Articles" the articles of association of the Company, as amended from time to time "certificated" an Ordinary Share which is not in uncertificated formor"in certificatedform" "City Code" the City Code on Takeovers and Mergers "Company" or Acquisitor plc"Acquisitor" "Completion" completion of the Acquisition pursuant to the Acquisition Agreements "Concert the Vendors and WinghavenParty" "CREST" The relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations) "CREST The Uncertificated Securities Regulations 2001 (SI 2001/3755),Regulations" as amended "Daniel The nominated adviser and broker: Daniel Stewart & Co PlcStewart" "Deferred 2,500,000 new Ordinary Shares which may be issued to theConsideration" Vendors under the terms of the Vendor Agreement "Directors" or The directors of the Company"Board" "Directors of Ron Jones, Arwel Rees, John Glynog Davies ("Glynog Davies"),Tinopolis" Rhys Davies, Angharad Mair, and Rhian Gwen Thomas ("Rhian Thomas") "EGM" the Extraordinary General Meeting of the Company to be held on 7 February 2005, "Employee Those Vendors comprisingVendors" The Park Street Trust Glynog Davies Ron Jones Glendower Opportunity Partners II Angharad Mair Rhian Thomas "Enlarged Share the issued ordinary share capital of the Company uponCapital" Admission "Employee Share Options to purchase Ordinary shares to be awarded to certainOptions" Directors and employees of the New Group "Existing the Ordinary Shares in issue as at todayOrdinaryShares" "Form of the form of proxy for use at the EGMProxy" "Initial the 22,000,000 Ordinary Shares to be issued credited as fullyConsideration paid to the Vendors respectively at CompletionShares" "London Stock London Stock Exchange plcExchange" "New Group" the Company and its subsidiaries immediately following Completion "Ordinary ordinary shares of 2p each in the capital of the CompanyShares" "Panel" the Panel on Takeovers and Mergers "POS the Public Offers of Securities Regulations 1995, as amendedRegulations" "Pre-tax profit of the New Group before taking into account tax orProfit" expense items relating to the Proposals "Proposals" the Acquisition, the Admission, the proposed change of name and the Takeover Code Rule 9 Waiver "Proposed Ron Jones, Arwel Rees, Angharad Mair, Rhys DaviesDirectors" "Resolutions" the resolutions contained in the Notice of Extraordinary General Meeting "Shareholders" holders of Existing Ordinary Shares "Tinopolis" Agenda Television Limited trading as Tinopolis and its subsidiary undertakings "Vendors" Those vendors comprising The Park Street Trust Glendower Opportunity Partners II Glynog Davies P Harston G John Clem Jones Ron Jones Angharad Mair Rhian Thomas Rhodri O Williams "Winghaven" Winghaven Partners Limited This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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