On Audioboo's apparent revenue - ref @DaylightGambler

May 07, 2014, 10:50 AM

From the Wall Street Journal's website: http://online.wsj.com/article/BT-CO-20140501-710491.html

TIDMONE

RNS Number : 1227G

One Delta PLC

01 May 2014

1 May 2014

One Delta plc

("One Delta" or the "Company")

Proposed Acquisition of Audioboo Limited

Proposed Change of Name to Audioboom Group plc

Notice of Annual General Meeting

One Delta (AIM: ONE), announces that it has entered into a conditional agreement to acquire Audioboo Limited ("Audioboo"), the digital social media audio platform - "the audio equivalent of YouTube" - for GBP2.62m to be satisfied by the allotment of shares and the issue of warrants.

The Acquisition constitutes a reverse takeover under the AIM Rules and thus completion of the Acquisition is conditional on, inter alia, receiving the approval of Shareholders. In addition, One Delta will seek shareholder approval to change the name of the Company to "Audioboom Group plc". Following Admission the Company's AIM trading symbol will become BOOM.

These approvals will be sought at the Annual General Meeting to be held at 10.00am on 19 May 2014 at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG. The Directors recommend Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings which amount, in aggregate, to 15,290,863 Ordinary Shares representing approximately 5.3 per cent. of the Existing Ordinary Shares.

About Audioboo - Reinventing audio for the digital age

Audioboo is a social media, SaaS based, digital audio platform with 2.4 million registered users that allows professional and amateur content producers to create and broadcast original and exclusive, largely non-music audio content. Current channel partners include the BBC, Sky News, The Telegraph, The Guardian newspapers, and the Premier League. Users listen to content via i) the Audioboo app or website; ii) embedded Audioboo proprietary software within the channel partner's website or iii) social media sites such as Twitter and Facebook.

Roger Maddock, Chairman of One Delta, commented:"Social Media has become a global phenomenon with businesses such as Twitter, Facebook, Snapchat and Whatsapp becoming household names, generating huge valuations. We believe Audioboo's innovative social media platform has the opportunity to establish itself as a global player and become the audio equivalent of YouTube."

Enquiries:

One Delta plc www.onedeltaplc.com Roger Maddock, Chairman Tel: 01534 753 400 Roger King, Director

Arden Partners plc Tel: 020 7614 5929 Chris Hardie, Corporate Finance

Walbrook PR Tel: 020 7933 8780 or onedelta@walbrookpr.com Paul McManus Mob: 07980 541 893 Bob Huxford Mob: 07747 635 908

Below are extracts from the Admission Document which will be sent to shareholders today. The full Admission Document will be available on the Company's website: www.onedeltaplc.com

Definitions in this announcement are the same as those included in the Admission Document.

Introduction

On 17 March 2014 the Company announced that it had raised approximately GBP3.5 million with new and existing investors and that it had signed non-binding heads of agreement to acquire Audioboo which resulted in trading in the Ordinary Shares being suspended. A further announcement on 14 April updated Shareholders by informing them that shareholders accounting for 78.86 per cent. of the issued share capital in Audioboo had signed irrevocable commitments to enter into a share sale agreement in respect of their holdings.

Your Board is now pleased to announce that the Company has today conditionally agreed to acquire Audioboo subject to, inter alia, Shareholder approval.

Audioboo is a digital social media audio platform which enables the creation, broadcast and consumption of audio content across multiple global media platforms. The Directors and Proposed Directors believe that Audioboo's operations are compatible with the Company's stated aims of making investments within the technology and media sector. Audioboo has many opportunities for growth which, if achieved, would be value enhancing for shareholders.

The Company has agreed conditionally to purchase Audioboo from the Vendors for an aggregate consideration of GBP2.62 million, to be satisfied by the allotment of 174,537,998 Acquisition Shares (at a deemed price of 1.5 pence per share) and the issue of 18,003,696 Acquisition Warrants. In addition, a further 1,000,000 Additional Warrants are being issued to Audioboo's CEO and Proposed Director of the Enlarged Group, Robert Proctor. On Completion, the Vendors will own, in aggregate, approximately 37.4 per cent. of the Enlarged Share Capital.

The Acquisition constitutes a reverse takeover under the AIM Rules and thus completion of the Acquisition is conditional on, inter alia, receiving the approval of Shareholders.

Shareholders should note that the Proposals are inter-conditional. If the Resolutions are duly passed at the AGM, the Company's existing trading facility on AIM in respect of the Existing Ordinary Shares will be cancelled and the Company will apply for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will take place and that dealings in the Enlarged Share Capital will commence on 20 May 2014.

Irrevocable undertakings to vote in favour of the Resolutions have been received from the Directors, Proposed Directors and Shareholders in respect of 74,963,781 Existing Ordinary Shares, representing approximately 26.2 per cent. of the Company's existing issued share capital.

Background to and reasons for the Acquisition

On 3 December 2013, the Board announced its belief that it would be in the best interests of Shareholders and the Company as a whole to widen the Company's business scope and to consider whether there were any other opportunities available to increase Shareholder value. The Company had received a limited number of approaches from third parties interested in obtaining a listing, however none of these progressed beyond initial discussions. Despite the initial lack of progress, the Board maintained its belief that the Company would be of interest to third parties in the future and consequently sought authority from Shareholders to issue and allot 300,000,000 Ordinary Shares on a non-pre-emptive basis. The Company also sought authority to change its business and investment strategy to one which included investments in technology and media companies and/or assets where the Directors believed there to be opportunities for growth. These proposals were passed by Shareholders at an extraordinary general meeting of the Company held on 18 December 2013.

In the view of the Board, Social Media has become a global phenomenon in a short period of time with businesses such as Twitter, Facebook, Snapchat and Whatsapp becoming household names. These businesses have experienced huge growth in user numbers and market penetration around the world, helped by changing social trends, cheaper communication and technological improvements. As well as their social impact, many of these platforms have created companies with substantial market capitalisations and valuations as existing companies and investors have invested to acquire innovative technology or strategically valuable assets to gain market penetration.

The Company announced on 17 March 2014 that it had raised approximately GBP3,500,000 through the issue of 233,333,333 new Ordinary Shares at a subscription price of 1.5 pence per shares from new and existing investors.

The Company also announced that it had reached a non-binding agreement in principle to acquire Audioboo. Audioboo is a Social Media audio platform with 2.4 million registered users which allows professional and amateur content producers to create and broadcast audio content. Current Channel Partners include the BBC, The Telegraph, The Guardian and the Premier League.

On 14 April 2014, the Company further announced that it had obtained irrevocable commitments from Slovar Limited and UBC, who together held 78.86 per cent. of the issued share capital in Audioboo at that time, to enter into a share sale agreement with the Company on terms broadly consistent (unless otherwise agreed) with the non-binding agreement in principle announced on 17 March 2014 in respect of their entire holdings of shares in Audioboo. The Company has entered into a loan agreement with Audioboo pursuant to which it has made a loan of GBP150,000 (the "Loan") to Audioboo (the "Loan Agreement").

The Loan Agreement provides for an unsecured, interest free, loan of GBP150,000 to Audioboo, the proceeds of which will be used by Audioboo to fund further development of its technical infrastructure and user interface. The initial term of the Loan is one year unless the acquisition of Audioboo is not completed by the end of June 2014 in which case the term of the Loan will be extended to 18 months or shortened so that it becomes repayable on 1 August 2014 depending on the cause of the Acquisition not proceeding.

The Loan Agreement was entered into in the expectation that the Company acquires the entire issued share capital of Audioboo before the end of June 2014.

Given the background and progress of Audioboo, the Directors and Proposed Directors believe that Audioboo's operations are compatible with the Company's stated aims as it is in the technology and media sector and has many opportunities for growth, which, if achieved, would be value enhancing for Shareholders.

Information on the Company

The Company was originally admitted to trading on AIM in 2005 as the Off-Plan Fund Limited. The fund was a Jersey-domiciled closed-end investment company that sought to generate capital gains by investing in residential "off-plan" contracts. Having undertaken an orderly disposal of its assets, the Company returned approximately GBP7 million to shareholders between 2009 and 2011. On 24 November 2010, the Company announced that it had received settlement in full in respect of an insurance claim, which resulted in the Company's only asset being cash. Accordingly, since the Company had no assets other than cash it became an investing company pursuant to Rule 15 of the AIM Rules. On 31 March 2011, shareholders approved resolutions at the Company's extraordinary general meeting to allow the Company to continue as an investing company with the stated objective of identifying and acquiring a company or business in the waste or waste to energy sector.

In December 2011, the Company acquired ODL and changed its name to One Delta plc and was re-admitted to trading on AIM in January 2012. ODL specialised in flood defence products and environmentally friendly fencing and defence solutions. The fencing passed rigorous testing for fire, ultra-violet, thermal, acoustic and ballistic threats which gave it applications including reducing noise pollution from transport, building and live events. Whilst a number of fencing and construction products were well received by utility and transport companies it proved difficult to convert interest into commercial success and minimal levels of revenue were generated. In addition, as announced on 3 December 2013, ODL's principal suppliers of recycled plastic entered into administration.

As a result of this, the Board decided to broaden its business and investment strategy to consider alternative opportunities within the technology and media industries to increase Shareholder value. Following approval from Shareholders at an extraordinary general meeting of the Company on 18 December 2013, this strategy was put in place. The Directors and their advisers considered a number of investment opportunities within the technology, media and telecommunications sector, with a particular emphasis on the social media and internet technology areas.

The Company has today announced its results for the year ended 30 November 2013 which shows a loss before tax of GBP546,660 and turnover of GBP22,022. The net assets of the Group were GBP1,417, which has subsequently been boosted by the GBP3,500,000 fundraising referred to above which will provide the funding for acquisitions and ongoing development.

Information on Audioboo

Social Media - the Market Opportunity

Social Media is the interaction among people in which they create, share or exchange information and ideas in virtual communities and networks or through groups of internet-based applications that allow the creation and exchange of user-generated content. Mobile and web-based technologies allow the creation of highly interactive platforms through which individuals and communities share, co-create, discuss and modify professional and user-generated content. Social Media has rapidly introduced substantial and pervasive changes to communication between organisations, communities and individuals.

A 2014 GlobalWebIndex study showed that usage rates of market leading sites including Google+, LinkedIn, Twitter, Instagram and Reddit have all increased, demonstrating how diverse and competitive social networking has become. Facebook is still the dominant, most popular social network, with YouTube second and Twitter third.

The move to mobile applications is an emerging trend. Video and messaging Apps, such as WhatsApp, WeChat, SnapChat and Vine, which are designed to be used on mobile devices rather than computers, now attract the most users compared to 2013 figures.

One of the key revenue streams that can be generated by a large social platform is targeted digital advertising, which is anticipated to be one of the fastest growing sectors of the dig...