PTV Peertv

TIDMPTV

RNS Number : 4896X

PeerTV PLC

19 November 2014

19 November 2014

PeerTV PLC

("PeerTV" or the "Company")

Notice of General Meeting and Issue of Equity

Notice of General Meeting

PeerTV plc (AIM:PTV), a provider of technology solutions for the OTT (TV over the internet) market, and PCB (printed circuit board) production solutions announces that a notice convening a General Meeting (the "Notice") has been sent to Shareholders in respect of a proposed reorganisation of the Company's share capital. The General Meeting is to be held on 1 December 2014 at 10am at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH. A copy of the Notice will be available on the Company's website shortly.

Although there has been a recovery over the past week or so, the price at which the Company's ordinary shares are traded on AIM has recently fallen at times close to the nominal value of such ordinary shares. A fall below the nominal value would restrict the ability of the Company to issue ordinary shares to secure further financing for the Company. Accordingly the Board feels it would be prudent to carry out a process of reorganisation of share capital.

The Directors are seeking Shareholders' authority to implement a reorganisation to create a differential between the nominal value of the Ordinary Shares and their market price to facilitate future share issues. It is therefore proposed that the Company reorganises its share capital such that:

a) Each existing ordinary share is subdivided into one ordinary share of 0.0005 pence each and one B Subordinated share of 0.0495 pence each.

b) Every 20 such new ordinary shares of 0.0005p each is consolidated into one ordinary share of 0.01p each.

These changes will be proposed by two separate resolutions.

The result of the reorganisation will be that each ordinary Shareholder will hold one twentieth of the number of their current holding of Ordinary Shares in the Company which would continue to be traded on AIM.

To give effect to the reorganisation the current articles of association of the Company will need to be amended. These amendments will also require Shareholders' approval at the General Meeting.

New share certificates will be issued within 10 business days following the General Meeting. The new ordinary shares after the General Meeting will have a new ISIN which will be made available on the Company's website and in the RNS to be released to the Stock Exchange announcing the results of the voting on the resolutions proposed at the General Meeting or adjourned General Meeting. The record date for the share capital reorganisation will be 6pm on the date of the General Meeting or any adjourned General Meeting. The new ordinary shares are expected to be admitted to AIM on 2 December 2014 with CREST accounts credited as early as practicable on that date.

Issue of Equity

PeerTV announces that it has issued 68,759,076 new Ordinary shares at a price of 0.1105308 pence per share to YA Global SPV Limited being a second drawdown of GBP46,000 under the Standard Equity Distribution Agreement ("SEDA") announced on 30(th) July 2014, together with the second part of the implementation fee of GBP30,000.

The Company also announces that it has issued 20,000,000 new Ordinary Shares in part payment of loans due by its subsidiary PeerTV Limited at a price of 0.404 pence per share and 1,950,000 new Ordinary Shares in respect of amounts due to creditors of PeerTV Limited at a price of 0.1415 pence per share. The total amount of liabilities being repaid is GBP80,820.

In addition, the Company has issued 8,776,573 new Ordinary Shares to CSS Alpha (BVI) Limited at a price of 0.116 pence per share in respect of interest accrued on a loan to PeerTV Limited.

The total number of new Ordinary Shares issued amounts to 99,485,649 and application has been made for these shares to be admitted to trading on AIM and admission is expected to occur at 8:00am on 27 November 2014 ("Admission").

Following Admission, the Company will have in issue 579,082,327 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of Ordinary Shares with voting rights in the Company will be 579,082,327. This figure may be used by Shareholders in the Company 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 share capital of the Company.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

Tel: +972 974 07315

Daniel Stewart & Company

David Coffman/Emma Earl

Tel: +44 (0)20 7776 6550

This information is provided by RNS

The company news service from the London Stock Exchange

END

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