Re. Convertible Redeemable Preference Shares


 

TIDMCFL 
 
RNS Number : 6645V 
Contentfilm PLC 
15 July 2009 
 

Date:                       15 July 2009 
On behalf of:            ContentFilm plc ('the Company', 'the Group' or 
'ContentFilm') 
Embargoed until:   0700hrs 
 
 
ContentFilm plc 
Re. Convertible Redeemable Preference Shares 
 
 
The Board of ContentFilm plc (AIM: CFL), a pre-eminent owner of media rights 
supported by strong film, TV and digital sales divisions, today provides an 
update to its announcement on 8 June 2009 in relation to its discussions with 
the majority holders of the Convertible Redeemable Preference Shares (the 
'Preference Shares'). 
 
 
The 90 day period during which a holder of Preference Shares (a 'Preference 
Shareholder') could serve a redemption notice on the Company ended on 27 June 
2009.  As at 27 June 2009, the Company had received valid redemption notices in 
respect of 34,840,269 Preference Shares, constituting 100% of the Preference 
Shares in issue. On receipt of the redemption notices, the Company became 
obliged to redeem the Preference Shares which are the subject of the notices, at 
such time as it is able to do so. 
 
 
The Company is not currently able lawfully to redeem the Preference Shares.The 
articles of association of the Company make the obligation of the Company to 
redeem the Preference Shares subject to the provisions of the Companies Act 
1985 (the 'Act'). Under the Act, shares may only be redeemed out of 
distributable profits or out of the proceeds of a fresh issue of shares made for 
the purposes of the redemption.  The Company does not at this time have 
sufficient distributable profits to allow for the redemption of any Preference 
Shares as it has a significant accumulated deficit on its profit and loss 
account. The Company is not obliged to undertake a fresh issue of shares, nor, 
given current market conditions, does it believe that it is currently 
economically viable, or in the best interests of all shareholders, to do so. 
 
 
The Preference Shareholders will continue to hold the Preference Shares, and 
will continue to benefit from the rights attaching to the Preference Shares, for 
example, priority over the other classes of the Company's share capital on a 
return of capital and the right to receive notice of all general meetings of the 
Company. In addition, simple interest shall accrue for the benefit of Preference 
Shareholders on the outstanding balance of un-redeemed Preference Shares at the 
rate of 2 per cent per annum above the base rate from time to time of Barclays 
Bank Plc. Interest will be rolled up with the outstanding amounts on such 
Preference Shares and shall be paid to the relevant Preference Shareholder along 
with such outstanding amounts upon redemption of those Preference Shares. 
The Company has announced over recent months, most recently on 8 June 2009, that 
it is in discussions with the majority holders of the Preference Shares with a 
view to resolving the issues related to the redemption of those shares that is 
fair to, and in the best interests of all shareholders.  At this time, those 
discussions have ceased. 
 
 
The Company has prepared a letter to Preference Shareholders in relation to the 
matters described above which can be viewed on the Company's web-site at the 
address detailed below in the Notes on ContentFilm plc. 
 
 
- End - 
 
 
Enquiries: 
 
 
+-----------------------------------------------------+------------------------------+ 
| John Schmidt/ Geoff Webb                            |                              | 
+-----------------------------------------------------+------------------------------+ 
| ContentFilm PLC                                     | Tel: 020 7851 6500           | 
+-----------------------------------------------------+------------------------------+ 
 
 
+------------------------------------------------+----------------------------+ 
| Emma Kane/ Anna Dunkin/ Samantha Robbins       |                            | 
+------------------------------------------------+----------------------------+ 
| Redleaf Communications Ltd                     | Tel: 020 7566              | 
|                                                | 6700                       | 
+------------------------------------------------+----------------------------+ 
|                                                | contentfilm@redleafpr.com  | 
+------------------------------------------------+----------------------------+ 
 
 
+-----------------------------------------------------+------------------------------+ 
| Philip Secrett/ Colin Aaronson                      |                              | 
+-----------------------------------------------------+------------------------------+ 
| Grant Thornton UK LLP                               |  Tel: 020 7383 5100          | 
+-----------------------------------------------------+------------------------------+ 
 
 
 
 
Notes on ContentFilm plc: 
 
 
  *  A pdf copy of the letter to Preference Shareholders can be accessed at the 
  following address: 
   http://miranda.hemscott.com/servlet/HsPublic?context=ir.static.jsp&client=cfl& 
  ath=util&service=getPage&page=corp_gov&pgname=corp_gov&footer=d4 
  *  Further information on the Company and details of the individual titles that 
  make up the Company's available library is at: www.contentfilm.com 
  *  Publication quality photographs are available through Redleaf Communications 
  contentfilm@redleafpr.com 
  *  ContentFilm International (CFI) is the worldwide film and library sales arm of 
  ContentFilm plc. CFI specializes in high quality and commercial feature films, 
  and is able to assist film producers in securing finance. CFI handles worldwide 
  sales, marketing, and publicity on all titles. The recently formed Feature Films 
  Library arm also concentrate on international sales on over 120 titles. The latest CFI productions include 'The Messenger' with Ben Foster and Woody 
  Harrelson produced by 'Saving Private Ryan's Mark Gordon; the true story of 
  Hawaii's 'Princess Ka'iulani' starring 'The New World's Q'orianka Kilcher; the 
  action thriller 'Horse' with Diego Luna; intense suspense thriller 'The Killing 
  Room' with Academy Award   nominated Chloe Sevigny; Toby Wilkins' brilliant 
  horror 'Splinter'; double-Oscar   nominee Samantha Morton stars in 'The Daisy 
  Chain'; acclaimed director Fred Schepisi directs Australia's top actors in 'Last 
  Man'; Academy Award nominated   actor William H. Macy makes his directorial 
  debut with 'Keep Coming Back'; the finest of Africa Wildlife crew tells the 
  breathtaking story of the 'Elephants of the Okavango'; and Anthony LaPaglia 
  stars in 'Balibo'. Completed films include, 'August' starring Josh Hartnett; Richard Attenborough's 
  'Closing the Ring' which includes cast such as Shirley MacLaine, Christopher 
  Plummer and Mischa Barton; the horror 'Outpost' widely sold to Sony; Paul 
  Verhoeven's 'Black Book'; and Jason Reitman's 'Thank You For Smoking' which 
  generated more than $20 million at the US box office. CFI attends all major markets and festivals including Cannes, Venice, Toronto, 
  AFM and Berlin. CFI is being managed in an executive capacity by Jamie 
  Carmichael, President of ContentFilm International. 
 
 
 
  *  Fireworks International is ContentFilm's international television distribution 
  division with over 3,000 hours of high-quality and commercially appealing 
  programming including an extensive slate of major drama series, factual 
  entertainment, kids live action comedy and drama series, TV movies, mini-series 
  and special event programming. Fireworks International specialises in assisting TV producers to finance their 
  programming and then marketing and selling the programmes internationally, both 
  to the traditional media and new media platforms. Fireworks' library of programming includes the very latest in unique and 
  engaging entertainment. Recent additions include primetime drama series 'The 
  Wild Roses'; award-winning crime drama series 'The Border'; heart-warming family 
  drama series 'Heartland'; brand new U.S. tween comedy 'The Assistants'; Mondo 
  Media's 'Mondo Mini Shows' catalogue featuring a raft of offbeat comedy 
  programming; children's programmes 'Half Moon Investigations', 'Family Biz' and 
  'Young Dracula' plus over 200 U.S. network mini-series and TV movies together 
  with specials including the Annual U.S. 'Primetime Emmy   Awards' shows. This 
  new product is combined with the large and valuable Fireworks library catalogue 
  which is complemented by a raft of formidable television shows including Gene 
  Roddenberry's 'Andromeda', 'Mutant X' and 'Relic Hunter'. As one of the UK's largest and fastest-growing entertainment companies, 
  Fireworks International has sales offices in London, Toronto and Los Angeles. 
  Fireworks International is being managed in an executive capacity by Greg 
  Phillips as President of Fireworks International. 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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