Halifax, NS – 19 May 2006 – DHX Media Ltd (“DHX Media” or “the Company”), a leading Canadian independent supplier of television and film productions, announces that its common shares have been admitted to trading on AIM and have been listed on the TSX (trading symbol DHX). DHX Media’s market capitalization will be approximately C$76 million (£37 million) following Admission at the Placing Price.
The Company has successfully raised gross proceeds of C$20.45 million (£10 million) through an initial public offering and placing of 8,702,500 new Common Shares (“Common Shares”) at a placing price of C$2.35 (114p) per share (“the Placing Price”). As part of the offering the Chief Financial Officer subscribed for shares. Canaccord Adams Limited is the Company’s nominated adviser and broker. Canaccord Capital Corporation, TD Securities Inc. and Westwind Partners Inc. were placing agents in Canada. The funds raised by the placing will used to acquire Decode Entertainment Inc (“Decode”), for debt repayment and to provide working capital to finance DHX Media’s rapid international growth.
DHX Media has been formed as a result of the combination of The Halifax Film Company and Decode Entertainment Inc (“Decode”). DHX Media produces, distributes and exploits the rights for television and film programming, with a primary focus on children’s and youth productions. The Company has eight children’s series currently in first window broadcast on multiple major cable and broadcast networks in the UK, US and Canada, including, Lunar Jim, Franny’s Feet, The Save-Ums and Naturally Sadie.
DHX Media’s prime-time production slate also includes notable achievements in the comedy genre, including the award-winning Canadian prime-time comedy series This Hour Has 22 Minutes, which is produced for the CBC and is now in its 13th season.
Highlights
• DHX Media has established relationships with key buyers in the US, UK, Europe and Canada including in Europe, the BBC, Channel Five and ITV in the UK; France 2, 3 and 5, ARD, ZDF and SuperRTL in Germany; and in the US, PBS, Cartoon Network, The Disney Channel, Nickelodeon, and The Australian Broadcasting Corporation.
• DHX Media’s management team has collectively over 100 years of experience in the television and film production industry, with numerous awards for excellence including an Academy Award™ as producers of the feature documentary Bowling for Columbine in 2002.
• DHX Media’s business model is designed to minimize financial risk and provide significant upside potential by securing third-party funding to cover its direct production costs, while retaining a significant proportion of the ownership rights resulting in potential multiple revenue streams.
• DHX Media owns and manages a growing library of over 1,150 half-hours of programming.
• The Company has completed co-productions with notable UK producers Aardman Animations and Hat Trick Productions Ltd. Canada’s co-production treaties allow DHX Media’s productions to qualify as local content in co-producing countries.
• DHX Media benefits from favourable production economics, including long standing tax credits, that provide Canadian producers with a significant cost advantage. Canada is the second largest exporter of English language filmed content worldwide.
• DHX Media has significant opportunities in the North American market due to the superior access it has to the US market.
• The merger provides DHX Media with significant scale and critical mass, a deeper children’s portfolio, production diversification and complementary broadcaster relationships that will enable it to grow its existing base of distribution activity related to as yet unexploited rights.
• The Company operates from offices and production facilities in Halifax and Toronto, producing content for distribution in domestic and international markets which is marketed via its Toronto and London sales group.
• Proforma revenue for year to 31 December 2005 of C$55 million (£26.7 million) and income before interest and tax C$2.1 million (£1 million).
Michael Donovan, DHX Chairman and Chief Executive commented: “We are very pleased that DHX Media has successfully listed on AIM and TSX. Our dual listing on AIM and the TSX gives us access to a deeper capital pool, including knowledgeable investors who understand our business. The merger of Halifax Film and Decode brings together the complementary skills of two very experienced management teams, both with proven track records of generating growth, providing DHX Media with a very solid base to exploit its position in the global TV and film production markets.
“2006 has started well with over 200 half hours confirmed to date, and with more than 60% of this now contracted as at March 31/06. We plan to grow the Group by a combination of merchandising and licensing agreements, developing new programmes, exploiting the worldwide television market where we already have a good footprint as well as through the home entertainment market. We also plan to pursue selective acquisitions and enter the market for new digital platform content, particularly given the youth market’s appetite for digital media.”
Key Placing Statistics
Size of Offering 8,702,500 Common Shares
Offering Price 114p (C$2.35)
Number of Common Shares in issue upon listing 32,476,452
Market Capitalization at Offering price £37 million (C$76.3 million)
Total gross proceeds of the Offering Approx. £9,920,850 (C$20,450,875)
DHX Media has granted to the Agents an option, exercisable in whole or in part, to purchase up to an additional 15% of the number of Common Shares sold pursuant to the Offering, at any time within 30 days following the closing of the Offering.
For more information, please contact:
DHX Media
Michael Donovan
Chairman and Chief Executive
+1 902-423-0260
David A. Regan
Corporate Development & Investor Relations
+1 902-423-0260
Canaccord Adams Limited
Neil Johnson/Erin Needra
+44 (0) 207-518-2786
College Hill – London
Adrian Duffield/Carl Franklin
+44 (0) 207-457-2020
The full preliminary prospectus (admission document) is available at www.sedar.com.
Disclaimer
Certain statements herein may constitute forward-looking statements, including those identified by the expressions ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘anticipate,’’ ‘‘believe,’’ ‘‘plan,’’ ‘‘estimate,’’ ‘‘potential,’’ ‘‘expect,’’ ‘‘intend’’ and similar expressions to the extent they relate to the Company or its Management. 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 dated May 12, 2006. 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.