JumpTV Announces Common Share Offering
13 February 2007 JumpTV Inc. ("JumpTV" or, the "Company") (AIM:JTV) (TSX:JTV) announces today the launch of a proposed public offering of common shares in each of the provinces of Canada. Canaccord Capital Corporation and Morgan Stanley Canada Limited are the joint bookrunners of the underwriting. Paradigm Capital Inc., Loewen, Ondaajte, McCutcheon Limited and GMP Securities L.P. are also underwriters. Panmure Gordon (Broking) Limited has been engaged to provide JumpTV with UK and European capital markets advice in addition to advice received by JumpTV from the underwriters. In connection with the proposed offering of common shares, JumpTV has filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces of Canada. The terms of the offering, including the number of securities offered and the offering price, will be determined at the time of pricing. Trading in the Company's shares will be temporarily suspended on the AIM market of the London Stock Exchange pending finalization of the terms of the proposed common share offering. The net proceeds from the proposed offering will be used primarily to fund the continued roll-out of the JumpTV delivery infrastructure, to fund further investment in product development and technology, to fund JumpTV's subscriber acquisition strategy as well as to fund general corporate expenditures and working capital requirements of JumpTV's business including possible acquisitions. In keeping with its overall strategy, the Company is currently evaluating various potential acquisition opportunities. Although no agreements or understandings have been reached and no commitments made with respect to any transaction, there have been significant discussions in certain cases. While JumpTV intends to continue discussions relating to one or more of these potential acquisition opportunities following the completion of the offering, it is not possible to predict whether any of these discussions may lead to the announcement of a transaction, or the timeframe within which this might occur. However, JumpTV cannot preclude the possibility that agreement on one or more acquisition transactions will be reached in the weeks or months following the closing of this offering. If agreement on one or more acquisition transactions is reached, all or a portion of the net proceeds of the offering may be re-allocated to effect such acquisitions. Residents of Canada can obtain copies of the preliminary short form prospectus from Canaccord Capital Corporation, BCE Place, Suite 3000, 161 Bay Street, Toronto, Ontario M5J 2S1 (Tel: 416-869-7368, Attention: Lee Ward), from Morgan Stanley Canada Limited, 181 Bay Street, Suite 3700, P.O. Box 776, Toronto, Ontario M5J 2T3 (Tel: 416-943-8447, Attention: Dougal Macdonald) or via SEDAR on www.sedar.com. About JumpTV JumpTV (AIM: JTV) (TSX: JTV) is the world's leading subscription-based broadcaster of ethnic television over the Internet (as measured by number of channels). With rights to broadcast 270 channels from over 70 countries, JumpTV delivers its subscribers full-screen news, sports and entertainment content on a real-time basis from all corners of the globe. JumpTV has subscribers in over 90 countries who view channels on the JumpTV online network via high-speed Internet connections on their home computers, laptops, Internet-enabled televisions and mobile phones. For additional information, visit www.jumptv.com. This press release is not for publication or distribution or release in the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), the Republic of Ireland, the Republic of South Africa, Australia or Japan. The information contained herein does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities for sale in the United States, the Republic of Ireland, the Republic of South Africa, Australia or Japan or any other jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States unless registered or pursuant to an exemption from such registration. No public offering of securities is being made in the United States. With respect to the United Kingdom (the ''U.K.'') the proposed offering is only being and may only be made to and directed at persons in the U.K. who are (a) a ''Qualified investor'' within the meaning of Section 86(7) of the Financial Services and Markets Act 2000 of the U.K. as amended from time to time (''FSMA'') and (b) within the categories of persons referred to in Article 19 (Investment professionals) or Article 49 (High net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the U.K. (''Financial Promotion Order'') (all such persons together being referred to as ''relevant persons''). The common shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common shares will be engaged in only with, relevant persons in the UK. The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information comes should inform themselves about and observe any such restriction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. Shares in JumpTV have not been and will not be registered under the applicable securities laws of Australia or Japan and may, subject to certain exemptions, not be offered or sold within Australia or Japan or to, or for the account or benefit of, citizens or residents of Australia, or Japan. Forward-Looking Statements Certain statements herein may constitute forward-looking statements, including those identified by the expressions "may", "will", "should", "could", "anticipate", "believe", "plan", "estimate", "potential", "expect", "intent" and similar expressions to the extent they relate to the Company or its managements. These statements reflect the Company's current expectations and are based on information currently available to management. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" contained in the Company's prospectus (admission document) dated August 1, 2006 and the matters discussed under "Risk Factors" contained in the Company's preliminary short form prospectus dated February 12, 2007. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances. For further information: G. Scott Paterson, Chairman & CEO, JumpTV Inc., T: (416) 368-6464, paterson@jumptv.com; Alex Mackey, Catullus Consulting, T: +44 (0) 20 7736 2938, alex.mackey@catullusconsulting.com; NOMAD: Canaccord Adams, Chris Bowman, T: +44 (0) 20 7050 6500, Chris.Bowman@CanaccordAdams.com
Source: newswire
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