PTV Peertv

TIDMPTV

RNS Number : 1238P

PeerTV PLC

28 September 2011

28 September 2011

PeerTV PLC

("PeerTV" or "the Company")

Results of Shareholder Meeting & completion of acquisition

PeerTV (AIM:PTV), a provider of technology solutions for the OTT (TV over the internet) market, announces the results of the reconvened Annual General Meeting, the reconvened meeting of holders of Convertible Preferred Shares and the General Meeting held earlier today and the expected completion of the acquisition of Digitek Holdings Ltd. ("Digitek").

Meeting of the holders of Convertible Preferred Shares

At the reconvened meeting of the convertible preference shareholders held at 9:00am this morning, all resolutions were passed with the requisite majorities. As a consequence, holders of Convertible Preferred shares will be allotted new ordinary shares in the Company and the Convertible Preference Shares will be cancelled.

Annual General Meeting

At the reconvened Annual General Meeting held at 9:30am all resolutions not passed previously were passed with the requisite majorities. These included the authority to issue the ordinary share capital required to issue and allot the ordinary shares necessary for the exchange of Convertible Preferred Shares into Ordinary Shares.

General Meeting

At the General Meeting, held at 10:00am, all resolutions put before shareholders were passed with the requisite majorities. The general meeting was called to approve the acquisition of Digitek, an increase of the authorized ordinary share capital and the authority to issue the ordinary shares required to complete the acquisition of Digitek and the recent fundraise.

Progress of the Offer to Digitek shareholders

On 12 September 2011 PeerTV launched an offer for all of the outstanding shares of Digitek (the "Offer"). As of today holders of 10,454,349 shares of Digitek (54.4%) have accepted the offer by PeerTV for the purchase of all the outstanding shares of Digitek by way of a share for share exchange. This fulfills the acceptance condition PeerTV attached to its offer and the Offer has therefore become unconditional.

The Offer will continue to be open until at least the 4 October 2011 and the directors of PeerTV have the right to extend the Offer for at least a further 4 weeks.

Following the above all conditions to the fundraising and the acquisition of Digitek, other than the readmission of the enlarged share capital to trading on AIM, have been fulfilled.

Readmission to trading

In the Admission Document, dated 12 September 2011, it was stated that PeerTV would have an enlarged ordinary share capital of up to 56,178,901. This number was calculated assuming the fundraise would reach the full GBP3 million and all Digitek shareholders accepting the Offer by PeerTV. The fundraise was closed after reaching GBP2,385 million and, as stated above, holders of 10,454,349 Digitek shares (54.4%) have accepted the Offer so far. As a consequence the final number of shares for an application has been made to the London Stock Exchange is lower than anticipated. Application has been made for 43,424,520 shares to be admitted trading on AIM tomorrow.

Depending on the receipt of further acceptances from holders of Digitek shares, the Company may issue up to another 11,496,742 shares to acquire all of Digitek and fulfill its obligations under the offer. The Company also has a commitment to issue 232,639 shares to former holders of a bridge loan which were included in the calculations regarding the maximum number of shares issuable.

It is expected that the admission to trading on AIM of the existing ordinary shares of the Company will be cancelled today and that the re-admission to trading on AIM of the enlarged ordinary share capital of the Company will occur tomorrow.

Total Voting Rights

The figure of 43, 424,520 sharesmay be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.

Leon Nahon , Chairman of PeerTV said:

"I am pleased that the shareholders of Digitek have accepted the offer for the Company. Digitek's business, production and logistics capabilities provide a compatible and complementary set of skills that can be immediately and effectively integrated with PTV's operations. We are also pleased to have been able to significantly strengthen our balance sheet by raising new funds and converting the convertible preference shares into ordinary shares. We now look forward to growing the enlarged business."

ENDS

For further information please contact:

PeerTV Plc

Ofer Barda, CEO + 972 974 07 315

Libertas Capital Corporate Finance Limited

Thilo Hoffmann/Andrew McLennan +44 (0) 20 7569 9690

Rivington Street Corporate Finance

Dru Edmonstone/ Jon Levinson +44 (0) 20 7562 3357

Bishopsgate Communications

Nick Rome/Deepali Schneider/Natalie Quinn +44 (0) 207 562 3350

This information is provided by RNS

The company news service from the London Stock Exchange

END

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