Mondo Tv S.p.A.

10/13/2020 | Press release | Distributed by Public on 10/13/2020 07:00

MONDO TV: the shareholders’ meeting unanimously approved the issuance of convertible bonds in favor of Atlas Special Opportunities for maximum 10.5 million Euros. Mondo TV will[...]

PRESS RELEASE

MONDO TV: the shareholders' meeting unanimously approved the issuance of convertible bonds in favor of Atlas Special Opportunities for maximum 10.5 million Euros.

Mondo TV will also issue warrant in favor of Atlas for the subscription of 1,500,000 Mondo TV shares at a price of Euros 3.00 per share for the global value of Euros 4,500,000.

The above transaction, which was approved by the board of directors on 18 April 2018, is aimed at giving a valid further financial instrument allowing Mondo TV to be ready for the start of a new phase that will allow the company to look around aggressively to accelerate its growth prospects, also for external lines

The company will get with Atlas the resources to be ready for the possible acquisition in the next three years of companies or branches of companies in those markets where the group has not an adequate positioning as in Northern Europe, United States or Russia, and / or of high potential brand to widen its distribution potential of successful products in the world

The above financial availability is functional to the acceleration of certain investments necessary for the growth plans of the Company and the Group, and in particular:

  1. the growth of the new 3D studio in the Canary Islands with the entry in a shorter time than expected of more resources;
  2. the likely start of one or more productions of the high quality products developed with the German partner Toon2Tango;
  3. the acceleration of production at Group level of new products such as Annie & Carola which will be co-produced with RTVE, the Spanish public television;
  4. the acceleration of activities connected with the relaunch of the classic property "Grisù";
    and to seize the opportunities deriving from the changed market conditions resulting from the effects of the Covid-19 pandemic.

As a result of the meeting, Mondo TV sent Atlas the request for subscription of the tranche

Matteo Corradi stated: "With this mini-line we inject additional liquidity that can support an acceleration of various investments and that, in a complex general economic framework due to the Covid-19 pandemic, will allow us to make our own the possibilities that will open precisely because of this pandemic, with positive effects on future revenues ".

13 October 2020 - Mondo TV S.p.A. ("Mondo TV" or the "Company") informed that today the extraordinary shareholders meeting, called in unique call, was held at the presence of 14,347,691 shares (owned or by delegation) having voting right, representing 39.401350% of the Company's capital.

The meeting, called to deliberate on the following agenda,

  1. Issuance of convertible bonds in accordance with section 2420-bis, para. 1, Civil Code, reserved to Atlas Special Opportunities (and/or the third parties as they may be designated pursuant to the agreement with the Company or to possible receiver of the same), at a total nominal value equal to maximum Euros 10,500,000.00. Subsequent capital increase in accordance with section 2420-bis, para. 2, Civil Code, in more tranches to be paid cash and to be offered for subscription with the exclusion of the option right according to section 2441 civil code, para. 5 and 6, as an instrument for the conversion of the bonds for the total maximum amount of Euros 10,500,000.00 (inclusive of share premium) through the issuance of ordinary shares. Modification of section 4 of the Company's By-laws and granting of powers. Subsequent and related deliberations;
  2. Issuance of 1,500,000 warrant to be freely assigned to Atlas Special Opportunities (and/or the third parties as they may be designated pursuant to the agreement with the Company or to possible receiver of the same) with exclusion of the option right exclusion of the option right according to section 2441 civil code, para. 5 and 6, each of which will grant to the holder the right to subscribe for one Mondo TV's ordinary share. Subsequent capital increase, in more tranches to be paid cash and to be offered for subscription with the exclusion of the option right according to section 2441 civil code, para. 5 and 6, as an instrument for the exercise of the warrant, for the global maximum amount of Euros 4,500,000.00 (inclusive of share premium). Modification of section 4 of the Company's By-laws and granting of powers. Subsequent and related deliberations;

has approved unanimously the above two items in the agenda.

More in detail, with respect to the first item in the agenda, the meeting deliberated:

  1. to approve the issuance of convertible bonds in accordance with section 2420-bis, para. 1, Civil Code, reserved to Atlas Special Opportunities and/or the third parties as they may be designated pursuant to the agreement with the Company or to possible receiver of the same, at a total nominal value equal to maximum Euros 10,500,000.00, represented by maximum total 42 convertible bonds with nominal value of Euros 250,000.00 each;
  2. to approve the terms and conditions of the bonds in the text attached to the Board of Directors Report;
  3. to increase the company's capital, in more tranches, as an instrument for the conversion of the bonds, in accordance with section 2420-bis, para 2, and section 2441, para 5 and 6, of the civil code, for the maximum amount of Euros 10,500,000.00 inclusive of share premium, to be paid, also in more tranches, by way of issuance of Mondo TV's ordinary shares of nominal value of Euros 0.50 each, with the same rights and characteristics of the Mondo TV shares already outstanding at the date of issuance, setting forth that the number of shares to be issued shall be determined from time to time pursuant to the terms and conditions of the bond;
  1. to set forth that the ultimate term for the subscription of the shares to be issued in connection with the above capital increase shall be 15 December 2024 (or the day of the last conversion of the bonds), it being understood that such capital increase cannot be revoked until the final term for the conversion of the bonds, and that in the event that at such date the capital increase is not completely subscribed, then it will be considered increased for an amount equal to the subscribed shares and starting from such date, provided that they are following this deliberation registration in the companies register, and with the express authorization to the directors to issue the shares as they are subscribed;

With respect to the second item in the agenda, the meeting deliberated:

  1. to issue 1,500,000 warrants to be assigned freely to Atlas Special Opportunities LLC together with the issuance of the convertible bonds - and/or to such third party as it may be designated pursuant to the agreement with the Company or to possible receiver of the same - which will grant to the holder the right to subscribe at the price of 3.0 euro per share a maximum 1,500,000 ordinary shares of Mondo TV, at with a nominal value of Euros 0.50 each, upon new issuance to be exercised in the period of five years from the date of issue
  2. to approve the warrant terms in the text attached to the Board of Directors Report;
  3. to increase the company's capital, in more tranches, as an instrument for the exercise of the payable warrants, within the limit of maximum Euros 4,500,000.00, inclusive of share premium, with exclusion of the option right, 2441, para 5 and 6, of the civil code, to be paid in cash, with issuance of maximum 1,500,000 shares of a nominal value of Euros 0.50, with the same rights and characteristics of the already outstanding Mondo TV shares at the date of issuance;

the shareholders' meeting resolved upon the modification of section 4 of the Company's By- laws, by way of inclusion of the text as detailed in the Report of the Board of Directors.

* * * * *

It is recalled that the above deliberation relates to the investment agreement (the "Atlas Agreement" or the "Agreement") - stipulate by the Company in conformity to the BoD deliberation as communicated last 11 September 2020 - whereby Atlas undertakook to subscribe, in one tranche and only on the basis of a subscription notice to be issued by the Company by 31 December 2021 ("Issuance Notices"), 42 bonds convertible into shares for a value of Euros 250.000 each ("Bonds").

Following the issue request and verifying the existence of the issue conditions, Atlas will pay the amount due for the tranche to the Company under the contractual terms and conditions; at the same time, the corresponding Bonds will be issued. The contractual terms provide that Atlas may postpone the payment of maximum Euro 4,400,000 and that in such case the payment of the balance, and therefore the completion of the issue, must in any case occur by January 31, 2021. The commission agreed between the Parties equal to Euro 367,500.00 will be deducted from the consideration due by Atlas.

The Bonds, issued at 100% of their nominal value, carry a 1.00% annual coupon, accruing upon the issue of the relevant Bonds.

Atlas undertook to convert the Bonds into Company's ordinary shares within a maximum period of 48 months from their issuance (the "Conversion Period"). During the Conversion Period, Atlas may request the conversion of all or part of the issued Bonds by delivering to the Company a specific notice (the "Conversion Notice"). In any case, within the term of the Conversion Period, Atlas shall convert all outstanding Bonds issued at such date.

The number of shares of each conversion shall be determined by dividing the principal amount of the convertible bonds requested for conversion by 92% of the average of three days volume weighted average price of the ordinary shares of Mondo TV S.p.A. as published by Bloomberg, selected by Atlas over the period of fifteen consecutive trading days preceding the Conversion Notice.

At the same time of issuance of the first tranche of the convertible bonds, the Agreement provides for the issuance in favor of Atlas of warrants which gives the right to subscribe in the period of five years from the warrant issue a number of 1,500,000 Mondo TV shares at a price of Euros 3.00 per share for a total value, except it is rectified, of Euros 4,500,000.

Atlas undertook not to offer or sell the Bonds or Warrants to any retail investor as defined in point (11) of article 4(1) of Directive 2014/65/EU (as amended, "MIFID II"), or a customer within the meaning of Directive 2002/92/EC (as amended) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or a person no qualified investor as defined in Directive 20013/71/EC (as amended and supplemented). Also Atlas shall not to offer or sell the Bonds or Warrants within the United States except to "qualified institutional buyers", as defined in Rule 144A under the U.S. Securities Act of 1933 or in accordance with Regulation S of the Securities Act. Furthermore, Atlas will not take any action that would, or is intended to, permit a public offer of the Bonds or the Warrants in any country or jurisdiction where any such action for that purpose is required.

Atlas has no obligations to hold the subscribed shares. The Company has undertaken, along the duration of the Agreement, not to effect transactions which may imply the issuance of shares with different rights respect to the ordinary shares currently circulating and object of the Atlas Agreement. It is highlighted that, in connection with the shares, there are no further selling restriction and lock-up among the parties except as above. The Company and Atlas have not executed any agreement relating to the resale of the shares (deriving from the conversion of the bonds or the exercise of the warrants) on the market. Therefore Atlas shall be responsible for the assessment of the existence of any requirement to publish an offer prospectus in case of subsequent resale of the Company's shares.

The Company will not release an offer prospectus prior to the conversion of each tranche of the Bonds. In the remote event that an offer prospectus may be required, the Company, also through its majority shareholders, will take all necessary measures in order to avoid any violation of the applicable law.

* * * * *

The transaction, as above described, is aimed at allocating adequate resources The above financial availability is functional to the acceleration of certain investments necessary for the growth plans of the Company and the Group, and in particular: (i) the growth of the new 3D studio in the Canary Islands with the entry in a shorter time than expected of more resources; (ii) the likely start of one or more productions of the high quality products developed with the German partner Toon2Tango; (iii) the acceleration of production at Group level of new products such as Annie & Carola which will be co- produced with RTVE, the Spanish public television; (iv) the acceleration of activities connected with the relaunch of the classic property "Grisù"; and to seize the opportunities deriving from the changed market conditions resulting from the effects of the Covid-19 pandemic.

Mondo TV therefore decided to avail of the instrument of convertible bonds in order to support its working capital, obtaining greater financial flexibility in a short time, supported by the performance of the business and by the possibility in a time of difficulty for many operators to intensify investments to gain market positions in a macroeconomic and global context of generalized uncertainty.

As for the warrants, it should be noted that their possible exercise will also provide financial resources to the Company, also becoming part of the functional projects to support the Company's growth plans, without any additional charge for the same.

* * * * *

The synthetic report on votes as per section 125-ter of TUF will be made available on the Internet website of the Company within 5 days as from the meeting's date.

The minutes of the meeting will be made available and published with the modalities and in accordance of the terms set forth by the law.

* * * * *

Following the meeting, Mondo TV sent Atlas the request for subscription of the tranche. The Company will communicate with a specific press release whether Atlas will avail itself of the right to partially postpone the payment (please note that Atlas can postpone the payment up to a maximum of Euro 4,400,000 on the 10,500,000 of the tranche until January 31, 2021) and when the issue of the relative Bonds and Warrants takes place.

Matteo Corradi stated: "With this mini-line we inject additional liquidity that can support an acceleration of various investments and that, in a complex general economic framework due to the Covid-19 pandemic, will allow us to make our own the possibilities that will open precisely because of this pandemic, with positive effects on future revenues ".

Mondo TV, listed in the Star segment of Borsa Italiana, is the holding company of a Group made up of four more companies; the Group is a leader in Italy and among the primary European operators in the production and distribution of television series and cartoon films for TV and the cinema, and is active in the related sectors (audiovisual and musical distribution, licensing, media, publishing and merchandising).

For further information on Mondo TV, visit www.mondotv.it.

Cod. ISIN: IT0001447785 - Sigla: MTV - Negoziata su MTA - Reuters: MTV.MI - Bloomberg: MTV.IM

Contact:
Mondo TV
Piergiacomo Pollonio
Investor Relator