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UBC Media Announces Proposed Acquisition Of 7digital

UBC Media Group (UBC.L), the multimedia content and services company, announced Tuesday that it has conditionally agreed to purchase 7digital Group Inc. for an aggregate consideration of 16.5 million pounds to be satisfied by the issue of New Ordinary Shares, and a conditional Placing and Subscription to raise proceeds of 6 million pounds.

In addition, Imagination Technologies Group plc, an existing shareholder in both UBC and 7digital, has pre-funded 7digital by way of a 1 million pounds bridging loan which will be converted into New Ordinary Shares at the Placing Price on Admission.

In June last year, UBC outlined that its strategic aim was to build a balanced business around its interactive assets, including its patent portfolio, its broadcast software solutions business and its minority investment in the audio social network business Audioboo. In November 2013 the Company announced its intention to create a separate listing for Audioboo whilst retaining a significant holding in it, and to reverse the remaining assets of UBC into privately-owned 7digital.

The listing of Audioboo will become effective this morning via the re-admission to trading of Audioboom Group plc (formerly One Delta plc) following shareholder approval of Audioboom's reverse takeover of Audioboo on 19 May 2014.

UBC today holds 18.7% of the share capital of Audioboom which has recently raised 3.5 million pounds to fund the business. By reference to the closing price of an Audioboom share on 19 May 2014, UBC's shareholding in Audioboom is valued at just over 3 million pounds. In addition UBC has warrants to subscribe for ordinary shares in Audioboom at a price of 1.5 pence per share which would take its holding to 19.7%.

In addition, the company proposes to undertake a 1 for 10 share consolidation to consolidate the Company's existing ordinary shares of 1 penny each into new ordinary shares of 10 pence each. The consideration for the Acquisition will be in the form of New Ordinary Shares at a price of 27 pence per New Ordinary Share (2.7 pence per Ordinary Share pre the Share Consolidation).

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