JumpTV Inc.

JumpTV Inc.

August 10, 2006 09:38 ET

Underwritten Placing of 12,000,000 Common Shares at 262 Pence Cdn$ 5.50 per Share

Admission to Trading on AIM and Listing on the TSX Market Capitalisation at the Placing Price of Approx. £87 Million (Cdn$183 million)

TORONTO--(CCNMatthews - August 10, 2006) - JumpTV (AIM: JTV) and (TSX: JTV) is pleased to announce its successful dual flotation on the AIM market of the London Stock Exchange ("AIM") and the Toronto Stock Exchange ("TSX") today, in conjunction with an offering of 12,000,000 common shares (the "Offering") at an offering price of 262p (Cdn$5.50) per share (the "Offering Price") through which it is raising £31.44 million (Cdn$66 million) before expenses. The Offering is jointly underwritten by Morgan Stanley Securities Limited and Canaccord Adams Limited. Canaccord Adams Limited is the Company's nominated adviser and broker. In connection with the Offering, Canaccord Adams Limited may, for stabilisation purposes, over-allot Common Shares up to a maximum of 15% of the number of Common Shares offered pursuant to the Offering, see below for more details.

JumpTV operates at the intersection of two growth sectors of the media industry, Internet protocol television ("IPTV") and ethnic media services. It is the world's leading subscription-based broadcaster of ethnic television over the Internet. The Company has entered into licence agreements for more than 190 television channels from over 60 countries which give JumpTV rights, generally on an exclusive worldwide basis, to broadcast its channel partners' live linear television feeds over the Internet in return for a share of JumpTV's revenue from subscriptions and advertising on their channels. JumpTV's channels are available through the Company's website, www.jumptv.com. Additional channels are being added for subscription on an ongoing basis.

Offering statistics:

Offering Price 262p (Cdn$5.50)
Number of existing Common Shares in issue
prior to the Offering 21,256,187
Number of new Common Shares being issued
pursuant to the Offering 12,000,000
Number of Common Shares under options,
warrants or stock application rights immediately
following admission 5,620,614
Fully diluted share capital following the Offering 38,876,801
Percentage of enlarged share capital
represented by the Offering 36.08%
Estimated net proceeds of the Offering
receivable by the Company £26.47m (Cdn$55.50m)
Market capitalisation of the Company
at the Offering Price following the Offering £87.13m (Cdn$182.91m)

JumpTV expects to use the net proceeds of the Offering to fund:

-- the continued roll-out of the JumpTV delivery infrastructure;
-- further investment in product development and technology;
-- JumpTV's subscriber acquisition strategy; and
-- general corporate expenditure and working capital requirements of
JumpTV's business including possible acquisitions.

Commenting on the successful flotation, G. Scott Paterson, Chief Executive Officer of JumpTV, said:

"We are delighted that our initial public offering has been well received by institutions in challenging market conditions. Their support is an endorsement of both our strategy and prospects for the future."

Paterson added: "We have been executing a succinct three phase strategy:

1) we believe in the long tail of the Internet and that content is king.
To this end, we have been focused on creating win-win, exclusive Internet
broadcasting partnerships with leading television channels around the world
in order to deliver their content to immigrant communities living abroad.
In May of 2005 when I became CEO, JumpTV had five such exclusive
partnership agreements. Under the leadership of Kaleil Isaza Tuzman,
President & CEO of JumpTV International, we have signed, as of June 12th,
188 channels under exclusive partnership agreements, resulting in our
position as the world's leading subscription-based broadcaster of ethnic
television over the Internet;

2) we are committed to creating the best possible user experience for IP-
based television viewing on www.JumpTV.com. We recruited Alex Blum as our
president, formerly vice president of audience product marketing for
America Online's Audience Business. Alex and his team have been building
and refining the JumpTV experience with the objective of establishing
JumpTV as a technological leader in the Internet-television industry; and

3) JumpTV is poised to begin to aggressively market our offering
worldwide with an emphasis on the North American and Western European
markets. We are positioned to market direct to consumers and, importantly,
to partner with leading Internet service providers, IPTV entrants and
mobility carriers to distribute and market JumpTV channels."

Copies of the admission document in relation to JumpTV's AIM and TSX flotation are available at Canaccord's offices during normal business hours on any weekday (other than Saturdays, Sundays and public holidays) for one month from the date of this announcement and the Canadian prospectus in relation to the TSX flotation is available from www.sedar.com.

This press release is not for publication or distribution or release in the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), the Republic of Ireland, the Republic of South Africa, Australia or Japan. The information contained herein does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities for sale in the United States, the Republic of Ireland, the Republic of South Africa, Australia or Japan or any other jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States unless registered or pursuant to an exemption from such registration. No public offering of securities is being made in the United States.

This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) are in the United Kingdom and either have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the "Order") or are high net worth companies, unincorporated associations etc for the purposes of Article 49 of the Order or (iii) are persons to whom it would otherwise be lawful to direct it (all such persons together being referred to as 'relevant persons'). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not constitute or form part of an offer to sell, exchange or transfer any securities, or any solicitation or recommendation of an offer to sell, exchange or transfer any securities, and any purchase of or application for shares in the placing should only be made on the basis of information contained in the formal admission document issued in connection with the Offering. The price and value of, and income from, shares may go down as well as up. Persons needing advice should consult a professional adviser.

The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information comes should inform themselves about and observe any such restriction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Shares in JumpTV have not been and will not be registered under the applicable securities laws of Australia or Japan and may, subject to certain exemptions, not be offered or sold within Australia or Japan or to, or for the account or benefit of, citizens or residents of Australia, or Japan.

Canaccord Adams Limited and Morgan Stanley Securities Limited are acting for JumpTV and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Offering.

Certain statements herein may constitute forward-looking statements, including those identified by the expressions "may", "will", "should", "could", "anticipate", "believe", "plan", "estimate", "potential", "expect", "intent" and similar expressions to the extent they relate to the Company or its managements. These statements reflect the Company's current expectations and are based on information currently available to management. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" contained in the Company's prospectus (admission document) dated August 1, 2006. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances.

In connection with the Offering, Canaccord Adams Limited may, for stabilisation purposes, over-allot Common Shares up to a maximum of 15% of the number of Common Shares offered pursuant to the Offering. For the purpose of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Common Shares effected by it during the stabilization period, the Company has granted to Canaccord Adams Limited an option exercisable in whole or in part, upon notice by Canaccord Adams Limited, for a limited period, to purchase up to a total of 1,800,000 additional Common Shares. In addition, in connection with this Offering, Canaccord Adams Limited, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot and effect other transactions with a view to supporting the market price of the Common Shares at a level higher than that which might otherwise prevail in the open market. Canaccord Adams Limited is not required to enter into such transactions. Such stabilizing measures, if commenced, may be discontinued at any time and must be brought to an end after a limited period.


Contact Information

  • JumpTV
    G. Scott Paterson, CEO
    +1 416 368 6464
    Canaccord Adams Limited
    Neil Johnson/Chris Bowman/
    Andrew Chubb
    +44 (0)207 518 2777
    Morgan Stanley Securities Limited
    Henrik Gobel
    +44 (0)207 425 8000
    Catullus Consulting (UK)
    Alex Mackey
    +44 7773 787 458
    KCSA (North America)
    Todd Fromer
    +212 896 1215