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Flowcom to buy Video on Demand service ReelTime 17:33, Tuesday, 29 November 2005
Sydney - Tuesday - November 29: (RWE Australian Business News) - Flowcom Ltd (ASX code: FLO) today announced the acquisition of ReelTime Infotainment Ltd from Movies Online Ltd. ReelTime claims to be Australia's first company to offer consumers access to a nationally available Video on Demand (VoD) and digital multimedia library over Internet Protocol TV (IPTV). It has secured content with leading Hollywood studios and has access to more than 10,000 titles including first-run feature films and TV series. To reflect the entry into the internet media sector, Flowcom will change its name to ReelTime Media Ltd following the acquisition. The acquisition is in line with the company's stated objectives of expanding into internet and telecommunications-based opportunities in addition to its existing telecommunications facilities management business assets. Flowcom is to re-list on the ASX, having recently raised $3 million under a prospectus. Under the terms of the acquisition, which is subject to due diligence and shareholder approval, Flowcom will issue 710 million shares, representing 71 per cent of the expanded shares on issue, and 110 million unlisted options to key executives of ReelTime, representing 77 per cent of the expanded options on issue. Based on Flowcom's recent prospectus issue price of 2c, the implied value of the consideration for Reeltime is $14.2 million. To secure the contract to acquire ReelTime, the company has agreed to initially pay Movies Online $250,000 with a further $350,000 payable on satisfaction of due diligence.
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Movies Online has been developing its system and negotiating with studios since early 2000, and Reeltime represents the recent launch of the Australian product offering. Given its recent formation, Reeltime has neglible operating results to date. The acquisition of ReelTime will result in a change to the nature and scale of Flowcom's activities. As a result, the ASX has informed the company that this change in nature and scale of activities requires approval by shareholders under Chapter 11 of the ASX Listing Rules. In the event that shareholder approval is obtained, the company will also be obliged to meet the requirements of Chapters 1 and 2 of the Listing Rules as if applying for admission to the official list. One of these requirements is the lodgement of a prospectus to fully inform the market of the company's activities. A general meeting of shareholders will be held in mid-January. The current suspension is expected to be lifted before the opening of trade on December 1, provided the ASX is satisfied the market is fully informed as to the company's proposed change in activities. Trading will be suspended from the day of the general meeting until the requirements of the Listing Rules are satisfied. The company expects to have satisfied Chapters 1 and 2 of the Listing Rules in time to allow a re-listing by late January.
FLO Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held