ASG Asg Media

 

TIDMASG 
 
RNS Number : 9878J 
ASG Media PLC 
09 April 2010 
 

9 April 2010 
 
                                  ASGMedia PLC 
                            ("ASG" or the "Company") 
 
                                  Board changes 
                          Change of Name to Insetco PLC 
                        Issue of Convertible Loan Stock 
                             Restoration of trading 
 
 
The Company is pleased to announce that Ms. Rosalind Hutchinson, aged 42, has 
been appointed as Directors of ASG Media PLC, with immediate effect. 
 
Ms. Hutchinson has held no directorships in the previous five years, and has not 
held a position as director of any company on dissolution. 
 
Furthermore, the Company wishes to announce that Jamie Ball, Managing Director, 
and Christian Vaglio-Giors, Non-executive Chairman, are stepping down as 
Directors with immediate effect.  Gary Truman, who is remaining on the Board, 
will become Chairman. 
 
Save for the declarations above there is no further information to be disclosed 
in respect of the directorate changes under Rule 17 or Schedule Two paragraph 
(g) of the AIM Rules for Companies. 
 
The Company also announces that, following the capital restructuring and Company 
Voluntary Arrangement that was approved by Shareholders on 1 April 2009, the 
Company has secured a further GBP200,000 of additional funding from ADM Investor 
Services International Limited ("ADM").  ASG  has issued a convertible zero 
coupon loan notes ("Loan Notes") pursuant to a Convertible Unsecured Loan Note 
agreement dated 6 April 2010 with ADM, under which ADM subscribed for GBP200,000 
Loan Notes. 
 
The Loan Notes are due for repayment by 30 September 2011, or may be converted 
at a conversion price of 8 pence per ordinary share.  Full conversion would 
require the issue of 2,500,000 new ordinary shares, representing 54.4% of the 
enlarged issued share capital.  The proceeds of the Loan Notes will provide 
further working capital for the Company, which will be sufficient for at least 
the next 12 months. 
 
Under Rule 13 of the AIM Rules, these Loan Notes constitute a related party 
transaction. The Directors, having consulted with its Nominated Adviser Charles 
Stanley Securities, consider that the terms of the transaction are fair and 
reasonable insofar as its shareholders are concerned. 
 
Following this further Loan Note issue, the shareholding structure of the 
Company will be: 
 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Shareholder      |  Ordinary |    % of |   Warrants | Convertible |       Fully |    % of | 
|                  |    shares |  issued |            |       Notes |     diluted |   fully | 
|                  |           |   share |            |             |    holdings | diluted | 
|                  |           | capital |            |             |        upon |   share | 
|                  |           |         |            |             |    exercise | capital | 
|                  |           |         |            |             |          of |         | 
|                  |           |         |            |             |    Warrants |         | 
|                  |           |         |            |             |         and |         | 
|                  |           |         |            |             | Convertible |         | 
|                  |           |         |            |             |       Notes |         | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Existing         |   291,466 |  13.99% |          - |           - |     291,466 |   0.29% | 
| Ordinary Shares  |           |         |            |             |             |         | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| ADM              |   625,000 |  29.74% | 51,265,000 |  52,500,000 | 101,890,000 |  90.33% | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Germiston        |         - |       - |  8,170,779 |           - |   8,170,887 |   7.24% | 
| Investments Ltd  |           |         |            |             |             |         | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Charles Stanley  |         - |       - |    900,000 |           - |     900,000 |   0.80% | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Creditors        | 1,000,000 |  47.58% |          - |           - |   1,000,000 |   0.89% | 
| through CVA      |           |         |            |             |             |         | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| Antony Batty     |   182,585 |   8.69% |    365,170 |           - |     547,555 |   0.49% | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
|                  |           |         |            |             |             |         | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
| TOTAL            | 2,099,051 | 100.00% | 60,700,949 |  52,500,000 | 112,799,908 | 100.00% | 
+------------------+-----------+---------+------------+-------------+-------------+---------+ 
 
 
Following approval at the Company's General Meeting ("GM") held on 1 April 2010 
the Directors announce that with effect from 6 April 2010, the Company's name 
has been changed to Insetco PLC.   The Company's stock symbol will be INC and 
the new ISIN code is GB00B5KNBL14 with effect from 12 April 2010. 
 
The Board is also pleased to confirm that it anticipates that trading in the 
Company's ordinary shares will resume on 12 April 2010. 
 
 
Enquiries 
 
+------------------------------------------+-------------------+ 
| ASG Media PLC                            |     020 7309 2280 | 
| Gary Truman                              |                   | 
|                                          |                   | 
+------------------------------------------+-------------------+ 
| Charles Stanley Securities               |     020 7149 6000 | 
| Nominated Adviser                        |                   | 
| Russell Cook / Dugald Carlean            |                   | 
+------------------------------------------+-------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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