Company Profile

YooMedia plc is one of the fastest growing interactive entertainment companies in the UK.
Since 1997 we have been developing and launching leading B2C consumer brands in the gaming and community sectors. We also work in a B2B capacity with leading brand owners, agencies, content developers and broadcasters to design and develop their interactive content strategies.

Led by Executive Chairman Dr. Michael Sinclair and Group Managing Director Neil MacDonald, YooMedia has assembled a highly experienced management team that possesses a unique blend of skills and experience in the areas of Digital TV, Internet and mobile phone services and technology.

With main office locations in London, Exeter and Maidstone, YooMedia manages core assets including:

Over 30 office locations throughout the UK alone

State-of-the-art studio, production and post-production facilities at our Wapping location.

UK broadcast return path & bandwidth owner

Fully fledged UK Bookmaker License

Database with over 350K UK singles

SMS Engine access with international reach

Fully staffed 50 seat Customer Contact Centre in Maidstone, Kent

YooMedia Dating & Chat - Our dating subsidiary company manages the oldest and largest UK-owned dating brands including Dateline, Club Sirius and Avenues. YooMedia Dating has over 20 office locations throughout the UK and also manages YooChat, our world-leading interactive chat service found on UK digital cable on the Telewest platform (platform extensions planned for 2005).

YooMedia Gambling & Games - Combining the brands of Avago and Channel 425 (in partnership with William Hill) YooMedia is on the leading-edge of interactive fixed odds, casino and poker gambling services for digital TV, the web and 3G mobile phones. Our gaming business also manages YooPlay, the only interactive just for fun games channel found on all four Digital TV platforms in the United Kingdom.

YooMedia Enhanced Solutions (YES) - YES works with brand owners, agencies, content owners and broadcasters to clarify the options, define the strategies and deliver the interactive content that enhances consumer and audience experiences. YES customers include the BBC, Nestle, Celador, William Hill, Channel 4, ZipTV, The Cartoon Network and HR Owen.

Interesting read -> http://indiamonitor.com/news/readNews.jsp?ni=9496

(not related to the above link)
Having been involved with YOO for some time and reading the various views on this forum, I am still positive about YOO in all honesty. But then I don't have a substantial interest in this one, that I can't afford to lose.

Scripophilist

The RNS clearly states how the cash position will be addressed. It's obvious you do not believe the company statement. The current price reflects the uncertainty.

Feel free to buy at 20p+ next year.

No it doesn't .... how they going to address it ?

Can I give you my address Dil?

Why , you don't send me a xmas card so you aint getting one either.

Dr Thomas

BUY some Harrier and ignore the cretin from the valleys.

Failed chemist more like , lol.

Bog off Langdon I'm off to celebrate the win :-)

I hope you die in your sleep.

Me too , in about 60 years from now.

This does not look like good news ?

Yoomedia PLC
29 November 2005


YooMedia plc / Ticker: YOO / Market: AIM / Sector: Media



29th November 2005

YooMedia PLC ('YooMedia' or the 'Company')



Placing of 42,857,143 new Ordinary Shares

Proposed issue of 12,571,429 Warrants and 20,000,000 Director Warrants

Proposed Increase in Authorised Share Capital

Proposed Amendment to the Articles of Association

and

Notice of Extraordinary General Meeting



Overview:

YooMedia plc, the AIM-traded interactive media and games group, has raised
3,000,000 (before expenses) through the issue of 42,857,143 new ordinary shares
at 7p per share. The capital raised will be used for working capital and to fund
the growth of the Company's core business of developing and delivering premium
interactive content and services to households and individuals via TV, the web,
telephony and mobile phones.


The fundraising was taken up by both existing and new institutional shareholders
in the U.K. and the U.S. as well as by Non Executive Director Leo Noe. It is
anticipated that the Placing Shares will be admitted to trading on AIM on 2
December 2005. Pursuant to the Placing, participants will, subject to
shareholder approval, receive one Warrant for every five Placing Shares
subscribed, exercisable at 10p per share for a period of 3 years from the date
of the adoption. The Company also proposes to issue 20,000,000 Director
Warrants.


Additionally the Company is proposing an increase to the authorised share
capital, an amendment to the Articles of Association and to convene an
Extraordinary General Meeting, details of which are set out in the full document
below.


YooMedia Chairman, Michael Sinclair, said: 'The placing is great news for the
company and I am very happy that we have received strong backing from both new
and existing institutions. We have made good progress over the last six months
developing strong relationships with amongst others blue chip broadcasters and
mobile telephone operators. We have an agreement with Cardoza Publishing
(
www.cardozapub.com),
the largest publisher of gaming, gambling and poker books
in the world, whose founder, Avery Cardoza, also participated in the placing.
This reinforces our relationship and I hope it will lead to us cooperating even
more closely in the gaming arena.


'With increased capital available I feel the Company is well positioned to take
advantage of the growth potential particularly in the digital interactive arena.
We are establishing ourselves as the partner of choice for many leading
corporates and believe we now have the team, products and infrastructure to
generate significant shareholder value.'


* * ENDS * *

Contacts:

Neil MacDonald YooMedia plc Tel: 020 7462 0870

Isabel Crossley St Brides Media & Finance Ltd Tel: 020 7242 4477



Full Text:

The Company is pleased to announce today that it has raised 3,000,000 (before
expenses) by way of the issue of the Placing Shares which have been subscribed
by investors, including one of the Directors, subject to Admission. The Placing
has been undertaken utilising the Directors' existing share allotment
authorities which were granted at the Company's annual general meeting on 25 May
2005.

Further to the above, the Company also today announces that it is seeking
approval to constitute a Warrant Instrument and a Director Warrant Instrument to
issue Warrants and Director Warrants and to authorise the Directors' to both
allot Ordinary Shares generally and to allot Ordinary Shares otherwise than on a
pre-emptive basis, as the Directors existing allotment authorities will be
substantially utilised in effecting the Placing. In addition Shareholder
approval will also be sought at the EGM to increase the authorised share capital
of the Company and to amend the Articles by increasing the Company's borrowing
limits. Once this amendment has been approved, the Directors intend for the
Company to refinance its existing overdraft facilities of 4,000,000 with its
bankers, Lloyds TSB Bank plc.

The Directors have sent a circular today to Shareholders containing a Notice of
the EGM, which will convene an EGM to be held at 10.00 a.m. on 23 December 2005
to approve the matters set out above.

1. The Placing and related Warrants

The Directors have examined a range of suitable fundraising options available to
the Company given its current stage of development and particularly in light of
the previously announced delay in the re-negotiation of the William Hill
contract, which will result in improved commercial terms and conditions for the
Company. After careful consideration of all these fundraising options, the
Directors believe that the issue of the Placing Shares is in the best interests
of Shareholders as a whole.

The allotment and issue of the Placing Shares is not conditional on the passing
of the Resolutions and is only conditional on Admission.

The net proceeds of the Placing (excluding VAT) are estimated at 2,962,500 and
the Directors intend for such net proceeds to be utilised for the Group's
working capital purposes.

Leo Noe, a director of the Company, has, inter alia, agreed to participate in
the Placing, having conditionally agreed to subscribe for 7,142,857 Placing
Shares, increasing his total holding to 23,242,285 Ordinary Shares representing
4.5 per cent of the Enlarged Issued Share Capital.


In addition, under the terms of the Placing it has been agreed that investors
who have subscribed for the Placing Shares will also receive 1 Warrant for every
5 Placing Shares so subscribed. Each Warrant entitles the holder to subscribe
for one new Ordinary Share at a subscription price of 10p per Ordinary Share
exercisable for a period of 3 years from the date of the adoption of the Warrant
Instrument. Under the terms of the Placing it is therefore intended that
8,571,429 Warrants will be granted to those investors who have subscribed for
the Placing Shares. The grant of the 8,571,429 Warrants pursuant to the Placing
is subject to the approval of Shareholders at the EGM, as set out in further
detail below. No application will be made for any of the Warrants to be
admitted to trading on AIM.

Application has been made for the Placing Shares to be admitted to trading on
AIM and it is anticipated that trading in the Placing Shares will commence on
AIM on 2 December 2005. The Placing Shares will, once issued, rank pari passu
with the existing Ordinary Shares.



2. Refinancing, Amendment to the Articles and Increase in Authorised Share
Capital

Subject to the amendment to the Articles which is proposed at the EGM, the
Company intends to enter into refinancing facilities with Lloyds TSB Bank plc in
the form of a new 4,000,000 overdraft facility. The Company's existing
2,000,000 term loan remains in place. In addition the Directors also wish to
have an ability to borrow further monies should it be considered necessary
although there is no intention to do so in the next three months.

At present the Company is unable to borrow further monies under the Articles and
it is therefore proposed that the borrowing limits contained in the Articles be
amended to allow for borrowings of up to 25,000,000. The effect of the
amendment will be that the Company will have the authority to borrow up to the
greater of 25,000,000 and three times its adjusted capital and reserves.

The Company has agreed with Lloyds TSB Bank plc, as part of the proposed
arrangements regarding the refinancing of part of the Company's facilities, to
grant Lloyds TSB Bank plc warrants in respect of 4,000,000 new Ordinary Shares.
The grant of the 4,000,000 Warrants to Lloyds TSB Bank plc is also subject to
the approval of Shareholders at the EGM.

It is also proposed that the authorised share capital of the Company be
increased by 2,000,000 by the creation of 200,000,000 new Ordinary Shares.
Authority for such increase will be sought by the proposal of Resolution 1 at
the EGM.

3. The Director Warrants

As the Company announced on 16 June 2005, of the Company's existing 6,000,000
facilities with Lloyds TSB Bank Plc the first 3,000,000 has for the past few
months been personally guaranteed by Dr Michael Sinclair. Following the proposed
refinancing described above and completion of the Placing Dr Michael Sinclair
will still be required to give such ongoing guarantee until such time as Lloyds
TSB Bank plc decides it is no longer required.

Accordingly, the Board (save for Dr Michael Sinclair) has agreed with Dr Michael
Sinclair that in return for him agreeing to continue giving this personal
guarantee he will be granted warrants having an aggregate subscription value
equal to 3,000,000. It is therefore proposed, subject to the approval of
Shareholders at the EGM, to grant warrants to Dr Michael Sinclair in respect of
20,000,000 new Ordinary Shares at a subscription price of 15 pence per new
Ordinary Share. Each Director Warrant entitles Dr Michael Sinclair to subscribe
for one new Ordinary Share at a subscription price of 15p per Ordinary Share
exercisable for a period of 3 years from the date of the adoption of the
Director Warrant Instrument. The constitution of the Director Warrant Instrument
and the grant of the Director Warrants is subject to the approval of
Shareholders at the EGM.

No application will be made for the Director Warrants to be admitted to trading
on AIM.

4. The Extraordinary General Meeting

A circular has been sent to shareholder today containing a notice convening a
Extraordinary General Meeting of the Company to be held at Northumberland House,
155-157 Great Portland Street, London W1W 6QP on 23 December 2005 at 10.00 a.m.
At this meeting resolutions will be proposed as follows:

Resolution 1 - An ordinary resolution to increase the authorised share capital
of the Company.

Resolution 2 -An ordinary resolution to constitute the Warrant Instrument.

Resolution 3 - An ordinary resolution to constitute the Director Warrant
Instrument.

Resolution 4 - An ordinary resolution to renew the authorities of the Directors
to allot further new Ordinary Shares in accordance with Section 80 of the Act,
such power being limited to the allotment of relevant securities pursuant to the
Warrants and otherwise up to an aggregate nominal amount of 1,313,124.

Resolution 5 - An ordinary resolution, conditional upon the passing of
Resolution 3, to authorise the Directors to allot further new Ordinary Shares in
accordance with section 80 of the Act, such power being limited to the allotment
of relevant securities pursuant to the Director Warrants.

Resolution 6 - A special resolution, conditional upon the passing of Resolution
4, to grant the Directors authority to issue or allot further new Ordinary
Shares pursuant to Section 95 of the Act as if Section 89(1) of the Act did not
apply to such issue or allotments, such power being limited to the allotment of
relevant securities pursuant to the Warrants, in connection with rights issues
and other similar issues and otherwise up to an aggregate nominal amount of
445,000.

Resolution 7 - A special resolution, conditional upon the passing of Resolution
5, to grant the Directors authority to issue or allot further new Ordinary
Shares pursuant to Section 95 of the Act as if Section 89(1) of the Act did not
apply to such issue or allotments, such power being limited to the allotment of
relevant securities pursuant to the Director Warrants.

Resolution 8 - A special resolution to amend the articles of association of the
Company so as to increase the borrowing limits of the Company.

Shareholders should note that the Placing is not conditional on approval at the
Extraordinary General Meeting and is only conditional on Admission.

5. Irrevocable undertakings

The Company has received irrevocable undertakings to vote, or to procure the
votes of Ordinary Shares held, in favour of all of the Resolutions from 19.21
per cent. of the existing issued share capital Shareholders.

6. Recommendations

Dr Michael Sinclair is interested in the business to be conducted at the EGM as
he will receive the Director Warrants. Accordingly he has taken no part in the
deliberation by the Board with regard to the issue of the Director Warrants.

The Independent Directors, having consulted with Evolution Securities Limited,
consider the terms of and the proposed grant of the Director Warrants to Dr
Michael Sinclair to be fair and reasonable as regards Shareholders as a whole.
The Independent Directors believe that the Proposals are in the best interests
of the Company and its Shareholders as a whole and recommend Shareholders vote
in favour of all of the Resolutions.

The Directors believe that the Proposals (save for the grant of the Director
Warrants to Dr Michael Sinclair) are in the best interests of the Company and
its Shareholders as a whole and recommend you to vote in favour of all of the
Resolutions.

The Directors have irrevocably undertaken to vote in favour of all of the
Resolutions in respect of their own shareholdings amounting in aggregate to
71,925,220 Ordinary Shares, representing approximately 15.23 per cent. of the
Existing Issued Share Capital.


Expected timetable of principal events


Admission of the Placing Shares to AIM 8.00 a.m. on 2 December 2005

Latest time and date for receipt of
Forms of Proxy 10.00 a.m. on 21 December 2005

Extraordinary General Meeting 10.00 a.m. on 23 December 2005

Placing Statistics


Placing Price 7p
Number of Placing Shares 42,857,143
Placing Shares as a percentage of the existing 9.07%
ordinary share capital
Market capitalisation on Admission
at the Placing 36,059,605 (inc Placing Shares)
Price per share




Terms used in this announcement shall have the same meaning as in the circular
sent to Shareholders dated 29 November 2005.

More fund raising and more dilution - doesnt look like a company on the verge of being cashflow positive

Director's had to pay for the xmas bash somehow.

Had a read of the RNS, its got to be good news surely?
The way i see it is that htere are more shares on the market so more for everyone to buy.
The market makers are trying one of them things called "three shakes" or something like that, time to top up me thinks.
dominic simpson esq (a shrewd investor)

well well.......i thought they would not issue more shares....

iPublic [View iPublic's profile] - 21 Nov 2005 21:51 - 2995 of 3073
Scripophilist

Ask a SKY shareholder, what the cashburn was pre 2000. Go on!

So cash flow positive has been delayed a a couple of months, due to a delay in the Hill's contract, now on better terms. So what? Hardly a failure.

Yes, next year is make or break, but it looks good to me. Based on the last RNS.

No placement or rights issue.


WRONG AGAIN

Good morning all.
As you all know I am as easily confused as blonde essex girl, but is todays RNS good, bad or what.
My first thought ran along the lines of cashing my chips in, and taking a loss like a man, as the SP would surely plummet. All penny shares over-react to any news, and even mildly bad news usually makes them drop like a stone. But they didn't.
I would have thought the brokers would have a field day, but the sp has done nothing unusual (as I write) so what is it that has been read as positive to balance the negative?
I can only think that the personal garauntees form the directors, the warrants been issued at a premium and the fact that the issue has been taken up by institutes and directors at about current sp are giving a little bit of confidence to the markets.
My decision? I'm gonna hold for now. I'm not in for much and I always considered it a gamble.
Objective thoughts, anyone?
Alan

yip....when they burn through this cash they will go for a full blown rights issue

Hardly suprising Treb , iPublic has got sod all right so far.

Thanks to Paul Smith.


If 3 million is all that is needed to see the company through until cash flow positive, at todays price, no dilutuion has taken place, as the shares have not been sold at a discount - infact, at the moment, anyone can top us at pretty much the same, if they want to put their money where their mouth is - as have new and existing institutions, as well as director Leo Noe.

Don't forget, Yoomedia have had bids for Dateline, maybe they have chose not to take them up - especially when you see the potential value of dating, we do have a recent comparison from a recent European float - and Yoomedia have one advantage over them all - 3G Video Dating.

Also good to see investment from overseas - I don't this will be the last.

Good to also see that the borrowing facility will be upgraded to 25 million - this hopefully will prevent the need for further placings.

What you have to remember is that cashflow of this type of company is not always down to losing money - unfortunately, it can take 60 - 90 days for cash to come through from the Telecoms people regarding premium SMS etc - and with Yoomedia being heavily involved in this type of transaction, it is easy to see why finaces are stretched, especially as the company has yet to reach profitability.

I will say at this point, that the directors do now need to prove that the company can make cash, and it is important that projections are now correct, ie, the company must now become profitable next year as stated - if that does happen, then all those that have kept the faith will start to get rewarded, if further time is needed, then I think the directors will start to lose the faith of even the commited.

Take comfort that from when this company was just turning over 300,000 per annum three short years ago, to where it is now, turning over in excess of 100 million per annum, we have not had that many cash calls to get to this position, where the company can now boast some high profile clients, and long term contracts, with new business, and direction occuring on a monthly basis - Yoomedia's foothold in Freeview, will I think become key in the company becoming worth in excess of 1 Billion, especially with its return path capability via timestamped SMS - something that will be very necessary for Freeview to compete with the likes of BSKYB and NTL who have the advantage of two way interaction - which Yoomedia also get a slice of the action with their own red button facility.

Exciting times ahead I think, 2006 will be the turning point, the directors know it is their last chance to please the investors, who to date, have been patient, and now need some reward in the form of an SP that values the companies potential truly.

Regards

dil boy I am sure he will turn up here saying it is a good move blah blah blah.

i am trying to think of any comapnies i know who's SP has moved up after share placings........can anyone think of any?