SOURCE: RTG Ventures Inc

January 20, 2010 12:28 ET

8K Amendment Filed by RTGV for NMTV Share Exchange

NEW YORK, NY--(Marketwire - January 20, 2010) - RTGV (OTCBB: RTGV): An Amendment to the Share Exchange was filed with the SEC today. ANHL has agreed to utilize the structure provided in the Definitive Agreement to aggregate operating companies. ANHL's share position will be reduced such that no one company will be the majority shareholder of NMTV.

RTGV/NMTV continues to make strategic changes to the Business Model to have a competitive edge in new media. Since RTGV's CEO, Linda Perry, traveled to London last July, the officers began to assess the make up of the asset base and concluded it was not in the best interests of the shareholders to have an illiquid, non-core asset base. A decision was made by ANHL to divest all non-core assets and this is currently underway. A better foundation of operating companies with revenues, positive cash flow, robust business plans and strong management, each focused on the overall value proposition of NMTV are being put in place. Individual, independent companies, only consolidating for financial reporting makes for a very nimble venture, and one which is very attractive to investors as it hedges the risk. This model also varies exit strategy as a company can be spun off or sold individually, each action enhancing shareholder value.

Moreover, the institutional investor community's analysis of public companies allows for multiples to be applied to revenues and cash flow. During Perry's recent two trips to Los Angeles, the Company's business plan was presented and well-received. The plan calls for a UK-based new media venture to be established in Stage 1 with alliances and acquisitions of US niche-businesses being Stage 2. Stage 1 already includes BMC, Web-Pay and iPayu. These companies, together with organic growth, will provide annualized revenue of over $50 Million in the third year of operation. This revenue base, in conjunction with additional targeted acquisitions, should allow a move to NASDAQ after 2 years.

The restructured agreement allows for the 1,273,059 Preferred Shares designated for ANHL et al in the Definitive Agreement to be allocated on the valuation of each operating company as a percentage of the overall 75% apportionment. It is unlikely that all of the target companies will be in place by the Closing. However, as companies are acquired and brought into NMTV, Inc. the share allocation will be determined by the same valuation methodology and shares apportioned as a percentage of the 75%, as if it has occurred prior to the closing. A Share Buyback Program of certain Preferred Shares is planned by the Company and will be used for additional post-closing acquisitions. That means there will be no dilution beyond the 6 calendar months indicated in the Definitive Agreement, but rather means 6 months after the last close.

In addition, it has been decided that the closing will take place in this quarter, however, the share reversal of existing RTGV shareholders to 42,435,315 shares will not occur until all proposed Preferred Shares have been used for acquisition.

Perry commented, "RTGV has a strong shareholder base, many of whom are value based investors who are focused on ROI. Barry Fludgate, NMTV's CEO-designate and Dominic Hawes-Fairley, NMTV's President-designate and I recognize and appreciate the support this group has provided to us and the Company. We have shared their frustration while wanting to capture all the upside possible at the same time. The share reversal will be delayed as stated, until all the acquisitions have been absorbed into NMTV Inc. using the 1,273,059 Preferred Shares. This could take an additional 6-12 months after the closing of the Share Exchange Agreement to complete."

This venture will create value for all its stakeholders. This will take place through accountability and quantified performance standards, while the Company grows organically and by acquisition. The structure will allow NMTV to remain nimble, while remaining opportunity driven to acquire, develop and divest.

About NMTV: RTGV, through NMTV, is an online media and electronic payment systems provider with an aggressive business model to grow unique and highly profitable consumer and business services both by organic growth of current assets and by acquisition. NMTV is targeting niche markets in the areas of Web-TV with embedded internet and mobile payment solutions. World-leading exclusive multicasting technology underpins NMTV's broadcast platforms making them very scalable for Video On Demand (VOD), linear broadcasting and live broadcasts. Two media platforms are being developed, while payment systems divisions will provide cutting-edge credit, debit, and e-cash payment services to e-commerce and mobile commerce merchants offering significant savings over current payment methods. Through Web-Pay and iPayu, embedding its payment solutions seamlessly into its online media broadcasting platforms will create a clear differentiation and advantage for our Company over other broadcast platforms, allowing its customer to monetize digital assets with no further integration of financial systems. Furthermore, through its retail sales channel, BMC, NMTV will be able to brand and productize its media offerings for sale through traditional retail outlets. NMTV's strategy for each initiative is to maximize ROI for all stakeholders For RTGV's available Due Diligence, visit our website at:

Safe Harbor Provisions: The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.

Contact Information

  • Investor Relations Contact:
    RTG Ventures, Inc.
    917 488 6473