Ashmed Media PLC
LSE : ASHD

December 17, 2012 10:19 ET

APPLICATION ANNOUNCEMENT

ASHMED MEDIA PLC
APPLICATION ANNOUNCEMENT

The  Directors of Ashmed Media Plc ("the Company") are pleased to announce that the Company has applied for
an introduction to the ISDX Growth Market.

The intended start of dealing date is 14 January 2013.

The  Company  has  applied to admit its entire issued share capital. The Company  currently  has  in  issue
56,000,000  Ordinary  shares of GBP 0.001 each and intends to issue a further 450,000,000  Ordinary  Shares
pursuant to a placing to raise a total of GBP450,000 before expenses.

Introduction

Ashmed  Media  plc  is a newly incorporated company established by the Directors as an ISDX  Growth  Market
company. The Directors believe that there are a number of potentially attractive opportunities in the music
and media sector and have therefore decided to seek admission to the ISDX Growth Market.

The Company has not yet commenced trading but will commence trading on Admission.

Strategy

The  Company will seek to invest in both new music talent and re-forming historic bands and artists  within
the  international  music and media industries. This investment and management may  occur  from  discovery,
through  artist  development, to album production and market release and developing  the  media  and  music
revenue streams that derive from that talent.

These  revenues streams will occur as a result of acquiring or creating music libraries, 360 rights  (which
will  include  concert  rights, merchandising rights and photography rights etc.), royalty  streams  and/or
artist management contracts.

The  Directors  believe they have strong corporate experience in the management and exploitation  of  music
assets  and  intend  to utilise their skills and experience in creating and evaluating such  opportunities.
They  will  use  their experience to identify appropriate targets, undertake and commission  due  diligence
(where  appropriate  by  third party experts) and negotiate transactions. The  Directors  intend  that  the
initial opportunities will be carefully selected taking account of available resources.

It  is  intended that the Company will be actively involved in the day-to-day management of any  assets  or
talent which are acquired, or invested in, by the Company.

The   Company  will  seek  opportunities  which  would  generally  have  some  or  all  of  the   following
characteristics, namely:

*       Strategic fit with the Company's target sector of music and media;
        
*       Growth potential;
        
*       Viable business plan;

*       Which  have  potential  for  significant  asset or intellectual  property  value  and  could  have
        opportunities for consolidation or further development; and
        
*       Where  all  or a part of the consideration could be satisfied by the issue of Ordinary  Shares  or
        other securities in the Company.
        
On  an exceptional basis the Directors will also consider loss-making assets where, in their opinion, there
is a clear opportunity to develop a profitable business.

Directors

Simon Fawcett (aged 50) - Non-Executive Chairman

Simon qualified as a Chartered Accountant with KPMG in 1987.

Simon  left KPMG to join City & Westminster Financial plc to work as a corporate financier and then  joined
Icon Music Group plc as Finance Director.

Simon went on to join Landmark Communications Inc. as Finance Director of its UK and French Travel Channels
in  1991, and was involved in the launch and expansion of these channels throughout Europe, Africa and  the
Middle East.

In  1998  Simon moved to become Finance Director of Pathé Entertainment, and was actively involved  in  the
growth  of  Pathé from a small independent UK distributor into an international production and distribution
studio  operation,  with  successes including "The Queen", "Mrs Henderson Presents",  "Girl  with  a  Pearl
Earring",  "Bride  and  Prejudice", and UK distribution of the Award winning films "Crash"  and  "House  of
Flying Daggers".

After  leaving  Pathé  in  2006 he became the Chief Investment Officer of Aramid  Capital  Partners,  which
managed a $250m Fund specialising in Entertainment Loan Finance, and funded 30+ films, including such films
as  "How  to  lose  Friends  and  Alienate People", "Cheri", and "Bush", and has  successfully  funded  the
expansion  of the leading East European Distributor, A Company, and the US stage theatre company,  Broadway
Across America.

Simon  is  currently the CEO of Atlantic Screen Music Limited which he joined in 2010, a  music  publishing
company  that  specialises in investing in the production of film score music generating income  from  both
music  publishing  and  soundtracks.  Recent films have included "Dredd",  "Great  Expectations",  and  the
forthcoming productions "Lone Survivor", "Broken City" and "Two Guns".

Evelin Weber (aged 35) - Executive Director

Evelin  has  worked  in the financial services industry both in London and New York,  initially  with  Wall
street investment bank Salomon Smith Barney (now Morgan Stanley Smith Barney) who she joined in 2000.

In  2004  she joined alternative investment management business The Man Group and then in 2006  joined  BGC
Partners,  Inc,  a  global brokerage firm, as a Vice President of Sales.  Evelin has  a  proven  analytical
background  as  well  a  strong marketing and management skills. She is highly  experienced  in  developing
financial models including projections, budgeting, cash flow forecasts and investments.  Since leaving  BCG
Partners  Evelin has been involved in organising significant conservation fundraising events including  the
Lawrence Anthony Earth Organisation.

Advisor

Anthony Mottram

Tony  Mottram has a high level experience gained over 25 years in the Music and Music Photography Industry.
Tony  worked  directly  with music management, recording artists and recording labels  which  include  EMI,
Arista and Warner Bros. Tony has also worked directly with marketing strategies for artists including  Ozzy
Osbourne,  Iron Maiden, Bryan Adams and many other chart acts.  Tony has successfully renegotiated  several
music  management deals for established UK artists as well as recording contracts both for the UK  and  for
the US. Tony is also a professional photographer who spent much of the last 30 years photographing many  of
the major rock bands.

Corporate Governance and Internal Controls

The  Directors recognise the importance of sound corporate governance, whilst taking into account the  size
and  nature  of  the  Company. As the Company grows, the Directors intend that the Company  should  develop
policies  and  procedures, which reflect the principles of good governance and Code of  Best  Practice,  as
published  by the Committee on Good Governance (commonly known as the "Combined Code"), to the extent  that
they are appropriate to the size of the Company.

The Directors including members of their family and connected persons will comply with Paragraph 46 and  72
and Appendix 3 of the ISDX Growth Market Rules relating to Directors' Dealings and will take all reasonable
steps to ensure compliance by the Company's applicable employees as well.

At present, due to the Company's size, the risk and audit management will be addressed by the Board. As the
Company grows, the Board will consider establishing an audit and risk management committee.

Admission to the ISDX Growth Market

The  share capital of the Company is not presently listed or dealt in on any stock exchange. An application
will  be made for the Company's issued Ordinary Shares to be quoted on the ISDX Growth Market. Dealings  in
the  Ordinary  Shares  are  expected to commence on or around 14 January 2013. It  is  emphasised  that  no
application is being made for the admission of these securities to trading on AIM, or the Official List  of
the UK Listing Authority.

The  Company  has  entered  into  appropriate arrangements with one or more Primary  Information  Providers
approved  by  the Financial Services Authority to disseminate regulatory information to the market.  It  is
also  available  to private investors through the Internet at www.isdx.com and via other licensed  Internet
vendors.

Any individual wishing to buy or sell ISDX Growth Market shares, must trade through a stockbroker regulated
by the FSA, as the market cannot deal directly with the public.

Details of the Placing

The  Company  is proposing to issue 450,000,000 Placing Shares at 0.01p per Placing Share pursuant  to  the
Placing to raise GBP450,000 before expenses. Applications have been received from Placees in respect of all
the Placing Shares, together with the subscription monies.

The  Placing, which has not been underwritten or guaranteed, is conditional, inter alia, on Admission.  The
Placing Shares will rank, on issue, pari passu in all respects with the existing issued Ordinary Shares  of
the Company.

Admission is expected to be effective and dealings in the Ordinary Shares (including the Placing Shares) on
ISDX Growth Market are expected to commence on 14 January 2013.

Reasons for the Placing and Admission

The  Placing  will  raise approximately GBP450,000 for the Company net of expenses.  The  proceeds  of  the
Placing will be used by the Company to carry out its strategy.

The Directors consider that the benefits of Admission include:

*       the  ability  to enter into transactions with companies or individuals, to whom the  issue  of
        publicly traded  shares as consideration  is potentially attractive;
         
*       the  potential to raise further funds in the future, to raise additional working capital;

*       the potential to attract high quality directors and employees by offering share options at some
        time in the future. The Directors believe that the ability to grant options over ISDX Growth Market shares
        is  more attractive to directors and employees than the grant of options over unquoted shares; and
                
*       the ability to heighten the Company's profile whilst also broadening the Company's investor base.

The  Directors  are  of the opinion that on Admission the Company has sufficient funds  necessary  for  the
Company to carry out its corporate strategy as set out in this Document.

Lock-in Arrangements

On  Admission, the Directors will be interested in 4,000,000 Ordinary Shares representing approximately 0.8
per cent of the   issued share capital of the Company.

The  Directors, have undertaken to the Company and to Alfred Henry that, in accordance with paragraph 4  of
the  ISDX  Growth  Market Rules, they and their family and connected persons will not during  a  period  of
twelve months from the date of the Admission, dispose of any interest in Ordinary Shares held by them.

Share Dealing Code

The  Company has adopted, and will operate where applicable, a share dealing code for directors and  senior
executives under the same terms as the Model Code on directors dealings in securities, published from  time
to time by the UK Listing Authority.

Dividend Policy

The  Company has not yet commenced trading and the Directors believe that it is inappropriate  to  give  an
indication of the likely time of payment or level of future dividends.

CREST

The  Company's  Articles permit the Company to issue shares in uncertificated form in accordance  with  the
Uncertificated  Securities  Regulations 2001. Application has been made  for  the  Ordinary  Shares  to  be
admitted to CREST upon start of trading on the ISDX Growth Market.

Risk Factors

The  attention of potential investors is drawn to the fact that ownership of shares in the Company involves
a  variety of risks. Investors should be aware of the risks associated with an investment in a business  in
the  early stages of development. All potential investors should carefully consider the entire contents  of
this Document including, but not limited to, the factors described below before deciding whether or not  to
invest  in the Company. The information below does not purport to be an exhaustive list or summary  of  the
risks  affecting  the  Company  and  are not set out in any particular order  of  priority.  There  may  be
additional  risks  of  which the Directors are not aware. Investors should carefully consider  these  risks
before making a decision to invest in the Company.

If  any  of  the events described in the following risks actually occur, the Company's business,  financial
conditions,  results or future operations could be adversely affected. In such a case,  the  price  of  the
Company's  Ordinary Shares could decline and investors may lose all or part of their investment. Additional
risks  and  uncertainties  not  presently known to the Directors, or which  the  Directors  currently  deem
immaterial, may also have an adverse effect upon the Company:

(i)     the success of the Company depends largely upon the expertise and relationships of the current
        Directors and their ability to identify suitable acquisition and/or investment opportunities in the music
        and media industry and implement the Company's strategy. The loss of either of these Directors could have a
        significant adverse effect on  the Company;
            
(ii)    the Company's future success will also depend, inter alia, on its future Directors and management
        team. The recruitment of suitable skilled Directors and retention of their services or the services of any
        future management team cannot be guaranteed;

(iii)   the value of the Ordinary Shares will depend, to a significant degree, on the Company's ability to
        identify and enter into suitable opportunities in a reasonable timeframe and the success of those
        transactions. The Directors intend that appropriate due diligence be carried out by the Company on
        potential opportunities, but there is an inherent risk in acquiring assets or signing up talent, which
        could adversely affect the value of the Ordinary Shares;

(iv)    the Company is a newly formed company with no established trading record and does not presently
        carry on any trading activities. The value of an investment in the Company is dependent inter alia upon the
        Company acquiring assets or talent that meet the Company's corporate strategy. There can be no guarantee
        that the Company will acquire or invest in any assets or talent which meets the Company's criteria or that
        any such assets or talent acquired will be or achieve significant or sustainable value as a consequence of
        which resources might have been expended fruitlessly on investigative work and due diligence.

(v)     the music and media industry is a highly competitive market and many of the competitors will have
        greater financial and other resources than the Company and as a result may be in a better position to
        compete for opportunities. There can be no assurances that the Company can or will be able to compete
        effectively;
                
(vi)    the Ordinary Shares are not listed or traded on any stock exchange, Notwithstanding the fact that
        an application will be made for the Ordinary Share to be quoted through the ISDX Growth Market this should
        not be taken as implying that there will be a 'liquid' market in the Ordinary Shares. An investment in the
        Ordinary Shares may thus be difficult to realise. The value of the Ordinary Shares may go down as well as
        up. Investors may therefore realise less than their original investment or sustain a total loss of their
        investment;

(vii)   the Company has made an application for its Ordinary Shares to be quoted on the ISDX Growth
        Market. The ISDX Growth Market is a market designed for small and growing companies which carry a higher
        than normal financial risk and tend to experience lower levels of liquidity than larger companies. The ISDX
        Growth Market is not AIM or the Official List and consequently it may be more difficult for an investor to
        sell his or her Ordinary Shares and he or she may receive less than the amount paid. The market price of
        the Ordinary Shares may not reflect the underlying value of the Company's net assets or operations. The bid-
        offer spread of the Ordinary Shares can be significant;
            
(viii)  it may be difficult to trade in the Ordinary Shares, which are classed as "penny shares" under FSA
        rules. The price quoted on the ISDX Growth Market is the mid-market price. The share prices of public
        companies are often subject to significant fluctuations. In particular, the market for shares in smaller
        public companies is typically less liquid than for larger public companies. Consequently, the Company's
        share price may be subject to greater fluctuation and the Ordinary Shares may be difficult to sell;
            
(ix)    any changes to the market trading environment, in particular to the ISDX Growth Market Rules
        could,for example, affect the ability of the Company to maintain a trading facility on the ISDX Growth
        Market;
            
(x)     past performance is no indication of future performance. Prospective investors should be aware
        that the value of an investment in the Company may go down as well as up and that the market price of the
        Ordinary Shares may not reflect the underlying value of the Company. There can be no guarantee that the
        value of an investment in the Company will increase. Investors may therefore realise less than, or lose all
        of, their investment;
            
(xi)    the share price of quoted companies can be highly volatile and shareholdings illiquid. The price
        at which the Ordinary Shares are quoted and the price which investors may realise for their ordinary shares
        may be influenced by a large number of factors, some of which are specific to the Company and its
        operations and some of which may affect quoted companies generally. These factors include, without
        limitation, the performance of the Company, large purchases or sales of ordinary shares by other investors,
        legislative changes and general economic, political or regulatory conditions, and other factors which are
        outside of the control of the Company;
            
(xii)   stock market conditions, may affect the ultimate value of the Company's share price regardless of
        future operating performance;
            
(xiii)  continued membership of the ISDX Growth Market is entirely at the discretion of ICAP Securities &
        Derivatives Exchange Limited;
            
(xiv)   that whilst the Company has sufficient funds for working capital purposes, it is likely that the
        Company will need to raise further funds in the future, either to complete a proposed acquisition or to
        raise further working or development capital for such an acquisition. There is no guarantee that the then
        prevailing market conditions will allow for such a fundraising or that new investors will be prepared to
        subscribe for Ordinary Shares. Shareholders may be materially diluted by any further issue of Ordinary
        Shares by the Company;
            
(xv)    the Ordinary Shares are intended for capital growth and therefore may not be suitable as a short-
        term investment. Investors may therefore not realise their original investment at all, or within the
        timeframe they had originally anticipated.
            
Investment  in  the  Company's  Ordinary Shares may not be suitable for all recipients  of  this  Document.
Investors  are  therefore  strongly  recommended to consult  an  adviser  authorised  under  the  FSMA  who
specialises in investments of this nature before making their decision to invest.

SHAREHOLDERS WITH OVER 3% OF THE ISSUED SHARE CAPITAL ON ADMISSION SUBSEQUENT TO THE PLACING

         Name                                           Number of       % of Issued
                                                  Issued Ordinary   Ordinary Shares
                                                           Shares                  
                                                                 
         David Batchelor                              100,000,000             19.8%
         Joseph Taylor                                 77,000,000             15.2%
         Kevin Boyle                                   68,000,000             13.4%
         Kevin Nicholl                                 53,000,000             10.5%
         Steven Dyer                                   62,000,000             12.3%
         Philip Cook*                                  50,000,000              9.9%
         Victoria Redmond                              60,000,000             11.9%
         Michelle Eaton                                30,000,000              5.9%


DIRECTOR INTERESTS SUBSEQUENT TO THE PLACING

         Name                                           Number of       % of Issued
                                                  Issued Ordinary   Ordinary Shares
                                                           Shares      On Admission
                                                                                   
         Evelin Weber                                   2,000,000              0.4%
         Simon Fawcett                                  2,000,000              0.4%



DIRECTORS' CURRENT AND PAST DIRECTORSHIPS

        Director               Current Directorships/                Past Directorships/
                               Partnerships                          Partnerships
                                  
        Evelin Weber           Luna BPM Limited                      None
                                  
        Simon Fawcett          Swale Films LLP                       Aramid Capital Partners LLP
                               Cherwell Films LLP
                               Clyde Films LLP
                               Osmosis Limited
                               Atlantic Screen Composers Ltd
                               Atlantic Screen International Ltd
                               Atlantic Screen Songwriters Ltd
                               Atlantic Screen Scores Ltd
                               Metropolis Movie Music Ltd
                               West Hill Park Limited
                               The Quiet Ones Limited
                               Atlantic Screen Music Ltd (Irish)

In  1992  due to a downturn in business Exodus Sales and Distribution Limited was placed into receivership.
The  deficiency  as regards creditors was estimated to be circa GBP500,000. Exodus Sales  and  Distribution
Limited came out of receivership in June 1995 and was wound up and struck off shortly thereafter.

CORPORATE ADVISER & CONTACT DETAILS

Alfred  Henry  Corporate Finance Limited is acting as the Corporate Advisor for the  Company,  and  can  be
contacted at:

Finsgate
5-7 Cranwood Street
London
EC1V 9EE
Email: sjs@alfredhenry.com
Telephone: +44 (0)20 7251 3762
www.alfredhenry.com

The Directors of the Company accept responsibility for this announcement.

17 December 2012

Contact Information

  • Ashmed Media PLC