FLO flowcom limited

re: monkey music/ up 29.6% Flowcom to buy Video on Demand...

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    re: monkey music/ up 29.6% 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.

    *****

    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.

 
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