RNS Number:5483N
MobileFuture PLC
15 July 2003




FOR IMMEDIATE RELEASE                           15 July 2003



               MOBILEFUTURE PLC ("MobileFuture" or the "Company")

  Proposals for Change of Business Strategy, Investment in Bella Films LLC and
                      Incentivisation of Certain Directors


Following the announcement by the Company on 19 June 2003 of new board
appointments together with a change of strategy, the Board is now pleased to
announce, inter alia, proposals subject to shareholder approval, for:

    *  the development, construction and ownership of IMAX and other large
    format destination cinemas to be established within well established
    tourist, recreational or cultural locations in the USA and potentially
    China, Europe and Latin America;

    *  the creation of destination large format films to be shown at these and
    other IMAX cinemas and to be sold to television and other networks around
    the world;

    *  an investment of up to $1,275,000 in an IMAX cinema development project
    in Springfield, Missouri, USA currently being undertaken by Bella Films LLC
    in order to implement the first stage of the proposed new business plan;

    *  the establishment of incentivisation arrangements for the recently
    appointed Executive Directors, Fred Weinert and Stephen Crisman.

Commenting on the proposals, Emmanuel Olympitis (Chairman) said,

"This investment will mark the beginning of a new and exciting chapter in the
life of MobileFuture under the leadership of a management team with an excellent
track record."

By focusing on the development, construction and ownership of large format IMAX
destination cinemas and the creation of documentary films to be shown at such
cinemas, your Board believes that MobileFuture will be in a position to take
advantage of the opportunities both in the US and other countries. Fred Weinert
and Stephen Crisman both bring to the Company considerable relevant experience
in these areas, and the Board believes that it is important to ensure that they
are properly incentivised.

Since the announcement of 19 June 2003 considerable progress has been made by Mr
Fred Weinert who joined the Board as Chief Executive Officer in advancing
negotiations to secure an equipment leasing agreement with IMAX Corporation and
a ground lease with the American National Film and Wildlife Museum - Wonders of
Wildlife in relation to a site in Springfield, Missouri, USA on which it is
proposed to construct and then operate a new 350-seat 3D IMAX theatre (the
"Springfield Project") as more fully detailed below. Subject to Shareholder
approval, it is now proposed that MobileFuture invests up to US$1,275,000
(through Newco Inc) in return for a 51 per cent. equity participation by Newco
Inc in Newco LLC.

These proposals constitute a reverse takeover for the purposes of the AiM Rules,
as implementation of the proposals constitute a fundamental change in the
business of the Company. In order to comply with the AiM Rules, the Company must
seek Shareholder approval for the transaction and publish an admission document
as the existing trading facility will be cancelled if Shareholders approve the
proposals. Certain elements of the proposals also constitute a related party
transaction for the purposes of the AiM Rules.

Background to the Proposals

The Board has identified the business of developing and constructing IMAX and
other large format destination cinemas and the production of large format
destination films to be shown at such cinemas as a niche market which they
believe presents a number of exciting opportunities in the "edutainment"
(education and entertainment) sector world-wide. It is estimated that during the
past 30 years, over 500 million people have seen an IMAX film and that,
currently, an average of 75 million people each year experience an IMAX film at
one of 230 cinemas located around the world. Of the various theatres in the IMAX
network, the most successful are those located adjacent to or within a
family-oriented, cultural, education and recreational attraction ("destination
theatres") which also feature a film related to the particular destination, for
example, the Grand Canyon and the Kennedy Space Center.

Proposed Investment in the Springfield Project

Subject to the passing of the Resolution by Shareholders at the EGM, it is
proposed that the first stage in implementing the Company's new business plan
will be the investment of up to US$1,275,000 in Newco LLC (through Newco Inc) in
return for a 51 per cent. equity participation by Newco Inc in Newco LLC (the
"Proposed Investment"). Newco LLC will be the vehicle into which the work in
progress and net assets of Bella Films LLC which relate to the Springfield
Project will be transferred and which will then undertake the Springfield
Project.

It is proposed that a 34 per cent. interest in Newco LLC be issued to Fred
Weinert and Stephen Crisman and the other founder and management of Bella Films
in consideration for the development of the Springfield Project to date and the
work in progress and net assets of Bella Films, all of which relate to the
Springfield. It is intended that the remaining 15 per cent. interest in Newco
LLC will be subscribed for by third party investors for a minimum of US$600,000
to raise the further equity funds needed in relation to the Springfield Project.

The investment by the Company in Newco LLC (through Newco Inc) will be limited
to US$1,275,000. The Company will seek to protect the manner in which this
investment can be used by providing for phased drawdown of the investment from
Newco Inc to Newco LLC against the achievement of project milestones. The detail
of these arrangements has still to be agreed between MobileFuture, Newco Inc and
Newco LLC. Further, successful completion of the Springfield Project is
dependent upon Newco LLC obtaining a construction loan of approximately
US$3,500,000 from a US bank and raising a minimum of US$600,000 of equity from
third party US investors.

The project currently being undertaken by Bella Films is its proposed
acquisition of a site on which to construct and then operate a new 350-seat 3D
IMAX theatre in Springfield, Missouri. The specific location of this proposed
"flagship" theatre is on the campus of Bass Pro, adjacent to its 300,000 sq.ft.
flagship store, which receives approximately 4,000,000 visitors per year and is
also next to the new American National Fish and Wildlife Museum - Wonders of
Wildlife. Bass Pro is a chain of hunting, fishing and outdoor retail outlest
featuring live fish tanks, cascading waterfalls and in-house restaurants. The
group currently operates 16 sites in the USA with another 7 in development,
including one in Toronto, Canada. The Springfield site is also the group's
corporate headquarters. The Springfield Project is expected to become
operational in the summer of 2004.

The Wonders of Wildlife Museum was established by John L. Morris, who is also
the founder of Bass Pro. The museum aims to educate visitors about conservation
and the heritage of hunting and fishing. The Directors believe that the IMAX
theatre, Bass Pro and the museum will be complementary to each other in terms of
attracting visitors in common and that the IMAX theatre will benefit from its
association with these and other leisure destinations and its proximity to a
significant local metropolitan population.

Bella Films has reached an agreement in principle with IMAX in respect of the
equipment lease for the Springfield Project. In relation to the proposed site
itself, the terms of a 30-year ground lease plus an option over a 20 year
extension have been agreed, in principle, between Wonders of Wildlife and Bella
Films and, subject to the passing of the Resolution, contracts are expected to
be signed between Wonders of Wildlife and Newco LLC in August 2003.

The detail of the Proposed Investment remains subject to finalisation and
documentation. Accordingly, the Board must stress that whilst the proposal above
reflects the current agreement in principle, the structure and detail may change
as the proposal moves to the execution stage. The Board has resolved however
that if the Proposed Investment does not proceed in substantially the manner
envisaged in this document then they would not proceed any further with it.

Incentivisation of Fred Weinert and Stephen Crisman and Related Party
Transaction

In addition to their salary packages, Newco Inc intends, subject to Shareholder
approval, to issue, for a nominal consideration, up to 15 per cent. of the
equity of Newco Inc to Fred Weinert and Stephen Crisman. It is proposed that the
US Directors will be given the right to convert their new shares in Newco Inc,
for such number of new fully paid Ordinary Shares in the Company as would, if
converted today, give them 15 per cent. (7.5 per cent. each) of the current
fully diluted Ordinary Share capital of the Company (assuming that any
convertible instruments had been exercised and Ordinary Shares issued). It is
proposed, however, that such conversion right would only be exercisable to the
extent that it did not trigger a mandatory bid under Rule 9 of the City Code on
the part of these two Directors and Pacific Media who are currently regarded by
the Panel as acting in concert.

The Board believes that these proposals provide a suitable incentivisation
arrangement for the US Directors who are to be crucial to the successful
implementation of the new strategy.

The proposed investment in Newco LLC by the Company (through Newco Inc), the
issue of a 15 per cent equity holding in Newco Inc and the associated conversion
rights ("Related Party Proposals") are a related party transaction for the
purposes of the AiM Rules. This occurs by virtue of the fact that Fred Weinert
and Stephen Crisman are Directors.

With the exception of Fred Weinert and Stephen Crisman, who are interested in
the Proposed Investment, the Directors consider, having consulted with Beaumont
Cornish, the Company's Nominated Adviser for the purposes of AiM, that the terms
of the Related Party Proposals are fair and reasonable insofar as Shareholders
are concerned.

Future Funding Requirements of Newco LLC

Successful completion of the Springfield Project is dependent upon Newco LLC
obtaining a construction loan of approximately US$3,500,000 from a US bank and
raising a minimum of a further US$600,000 of equity from third party investors.
The Company will seek to protect the manner in which its investment of up to
US$1,275,000 can be used by including phased drawdown of these funds by Newco
LLC against the achievement of project milestones.

Future Funding Requirements of the Company

Given the size of the Proposed Investment in the Springfield Project and the
remuneration expenses explained above and in order to provide it with the
flexibility to fund the development of additional IMAX theatres in line with the
Company's proposed new business strategy, it will be apparent that the Company
will need to raise significant further funds before committing to any such
future projects.

Financial Information

The Report and Accounts, for the year ended 30 June 2003, are currently being
prepared and audited and will be circulated to Shareholders between the date of
this announcement and the EGM. Given that the Company has not traded since the
Company Voluntary Arrangement, the Report and Accounts will show, as at 30 June
2003, no material assets other than cash balances of approximately #1,125,000
(out of which up to US$1,275,000 will, as described above, be allocated for
investment in the Springfield Project and no material liabilities other than
#75,000 of convertible loan stock.

Extraordinary General Meeting

A circular containing full details of the Proposals and a notice of
Extraordinary General Meeting to be held on 30 July 2003 has been despatched to
Shareholders. Copies are available from the offices of Beaumont Cornish Limited,
Georgian House, 63 Coleman Street, London EC2R 5BB.

Application for Admission to AiM

Between the date of this announcement and the EGM the Company will submit the
Admission Document to the AiM team of the London Stock Exchange. Copies of the
Admission Document will be available from the offices of Beaumont Cornish
Limited, Georgian House, 63 Coleman Street, London EC2R 5BB.

Enquiries: Emmanuel Olympitis, MobileFuture on: 020 7235 9686

  Roland Cornish, Beaumont Cornish Limited on: 020 7628 3396

  Peter Redmond, Merchant Capital PLC on: 020 7332 2200




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

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