RAM Ram Active

TIDMRAM

RNS Number : 5655E

RAM Active Media PLC

13 May 2013

RAM Active Media PLC

RAM ACTIVE MEDIA PLC

("RAM" or the "Company")

Balance Sheet Restructuring

13 May 2013

RAM ACTIVE MEDIA PLC ("RAM" or the "Company")

Balance Sheet Restructuring

The Company is pleased to announce it has satisfied in full the GBP1,005,200 outstanding to the Company's secured lenders by the payment of GBP328,300 in cash, GBP676,900 through the issue of 16,922,500 new ordinary shares of 0.01p each in the Company ("Shares") at a price of 4p per share and the issue of warrants to subscribe for 11,722,500 Shares at an exercise price per Share that is equal to the lower of the closing mid-market price as derived from the AIM Appendix to the Daily List on the business day prior to the date of the Settlement and the Placing Price with an exercise period of 5 years from 31May 2013.

The cash element has been funded out of the proceeds of a new loan agreement ("Loan Agreement") entered into with TCA Global Credit Master Fund LP ("TCA"). The Loan Agreement provides the Company will a GBP2,000,000 revolving facility of which GBP575,000 has been drawn down initially. Sums advanced under the Loan Agreement are secured, bear interest at a rate of 14% per annum and may be repaid without penalty. There is also a facility fee of 2%.

The Company has also entered into a committed equity facility with TCA which provides for the TCA to subscribe for up to GBP5 million of ordinary shares of the Company over a term of three years. The timing and amount of advances under the committed equity facility are at the Company's discretion. Shares subscribed for by TCA under the Committed Equity Facility are priced at 95% of the prevailing market price during a 5-day pricing period immediately following an advance notice. The proceeds of any shares issued pursuant to the committed equity facility are to be applied first towards any sums outstanding under the Loan Agreement and then for the general corporate purposes of the Company.

In connection with the Loan Agreement and the Committed Equity Facility there is an Investment Banking Services fee of GBP125,000 payable in shares to TCA within 15 trading days of today and a further GBP50,000 payable in shares within 12 months of today. Such shares shall be issued at the volume weighted average price on the day immediately preceding their issue. TCA has entered into an orderly markets undertaking with the Company under which the disposal of such shares is regulated.

Free Ray LLC

The joint venture in 3D with Free Ray LLC has not developed in the way in which both Companies had anticipated. Both parties continue to actively work together on new opportunities in the 3D arena. As a consequence the agreement signed on 15 June 2012 has been renegotiated and 5,690,000 shares held in Treasury pursuant to the original agreement have been cancelled.

Total shares outstanding

Following the above share issue and cancellation, the total number of Ordinary Shares in issue will be 61,053,697. Shareholders may use this number when calculating their percentage holding in the Company.

Application has been made for the 16,922,500 Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 17 May 2013.

The Company is also in discussions regarding a settlement arrangement with its unsecured lenders and outstanding directors remuneration and will make an announcement regarding this in due course.

RAM Active Media plc

David Binding, Richard Prosser 0207 518 4303

Libertas Capital Corporate Finance Limited

   Sandy Jamieson, Thilo Hoffman                                                         0207 569 9650 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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