TIDMPTV
RNS Number : 0142C
PeerTV PLC
13 January 2015
13 January 2015
PeerTV PLC
("PeerTV" or the "Company")
Cooperation Agreement and Issue of Shares
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 it has signed an an agreement
with Speech Modules Holdings Limited ("SML") to develop and market
advanced remote control units with Automatic Speech Recognition to
be used in home entertainment systems, including TV, audio and
games (the "Agreement").
SML is a public company traded on the Tel Aviv Stock Exchange.
Established in 2007, it has developed a real-time, independent
'Automatic Speech Recognition' ("ASR") engine for spontaneous
conversation with huge vocabularies of any language with any accent
and any dialect. SML's advanced innovative ASR technology, powers a
generic speech recognition engine that has achieved accuracy in
speech recognition of over 95%.
The new products will be based on SML's ASR technologies. They
will give consumers the ability to select channels, search for
their favorite programs and generally control their home
entertainment systems, giving instruction by speech rather than
pressing small buttons on the control.
The first version of the product will include advanced English
language voice commands and search capabilities.
The transaction provides both companies with important strategic
advantages:
a) PeerTV - ASR capability adds an important competitive
advantage to PTV products, with strong sales opportunities with the
existing customer base and a wide range of potential customers
across the home entertainment industry.
b) SML - gives access to the home entertainment sector which
offers significant potential for ASR technologies, without
incurring major marketing expenses.
Under the Agreement, SML will be responsible for all aspects of
the development and implementation of the ASR technology and PTV
will be responsible for developing the final products and will take
on the manufacture and marketing of the advanced remote control
units.
PTV and SML have agreed mutual exclusivity for a minimum of
three years. PTV has been granted an exclusive worldwide license by
SML to manufacture, distribute and sell advanced remote control,
utilizing the SML technology in any language. For the duration of
the Agreement PTV has appointed SML its exclusive provider of ASR
technology. The license will be extended automatically after three
years, subject to the achievement of sales targets.
The products will be manufactured and marketed as PTV products
and thus PTV will bear the costs of production and marketing
including compliance with standards and product liability.
SML will receive an agreed share of the profits on the sales of
the products.
Under the Agreement, SML will make available to PTV its ASR
technology as regards all the languages it has already developed,
which includes English. Should PeerTV wish to develop products in
any additional languages, they will be provided by SML subject to
an advance fee of $100,000.
Issue of Shares
Under the Agreement, as a sign of their collaboration the two
companies have agreed to issue to each other new shares with a
value of GBP200,000.
Accordingly, SML will issue PeerTV with 6,404,171 ordinary
shares at a price of 0.187 NIS per share (being the closing price
of SML on 12 January 2015) representing 9.5% percent of the issued
share capital of SML. These shares will be subject to a mandatory
lock-up period under the Israeli securities law of six months.
PeerTV will issue SML 8,888,889 new Ordinary Shares at a price
of 2.25 pence per share (being the closing price of PeerTV shares
on 12 January 2015). This will represent 9.57% of the then enlarged
issued share capital of PeerTV. The shares to be issued to SML will
be allotted within the next five days and the appropriate
announcement will be made at that time.
Drawdown under the YA Global SEDA Facility and Debt
Conversion
The Company also announces that is has issued 8,887,309 Ordinary
shares at a price of 2.3631 pence per share to YA Global SPV
Limited being a fifth drawdown of GBP210,016 under the Standard
Equity Distribution Agreement ("SEDA") announced on 30(th) July
2014.
It has also issued 7,000,000 new Ordinary Shares in part payment
of loans by its subsidiaries PeerTV Limited and SM Digitek (1993)
Limited at a price of 2.25 pence per new Ordinary Share ("Loan
Shares") and has issued 520,195 Ordinary Shares at a price of 2.025
pence per share to a holder of secured loan notes of the Company's
subsidiary Digitek SMT Assemblies Limited who elected to convert
his loan notes to Ordinary Shares of PeerTV ("Conversion
Shares").
The SEDA shares and the Conversion Shares ("New Shares") amount
to 16,407,504 Ordinary Shares in aggregate. Application has been
made for the New Shares to be admitted to trading on AIM and
admission is expected to occur at 8:00am on 19(th) January 2015
("Admission").
Following Admission, the Company will have in issue 83,988,478
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 83,988,478. 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
ZAI Corporate Finance Limited
Ray Zimmerman / Richard Morrison
Tel: +44 20 7060 2220
About SML
SML is a publicly traded company on the Tel Aviv Stock Exchange
under the ticker (TLV: IL:SPCH). The Company had total assets of
NIS 1.153 million (as at 30 September 2014) and reported profits
after exceptional items of NIS 8.026 million for the period ended
30 September 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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