Halifax, NS – 25 October 2007 – DHX Media Ltd. (AIM & TSX ticker: “DHX”), a leading independent international producer and distributor of television programming and interactive content, today announced that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Canaccord Capital Corporation, TD Securities Inc. and Paradigm Capital Inc. to purchase on a bought deal basis 9,700,000 units (“Units”) from the Corporation at a price of C$1.80 per Unit for aggregate gross proceeds of C$17,460,000 (the “Offering”). Each Unit will consist of one common share in the capital of the Corporation and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the Corporation until the date that is 36 months after the closing date at a price of C$2.10 per common share.
In addition, the Corporation has granted the underwriters an over-allotment option to purchase up to that number of additional common shares and one-half common share purchase warrants equal to 15% of the Units sold pursuant to the Offering, exercisable at any time up to 30 days from the closing of the Offering.
The Corporation intends to use the net proceeds of the Offering for possible future acquisitions, working capital and general corporate purposes. In keeping with its overall strategy, the Corporation 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 the Corporation 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, the Corporation 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.
The Corporation will file a preliminary short form prospectus in each of the provinces of Canada, for the purpose of qualifying the distribution of the Units to the public, on or before October 31, 2007. The Offering is expected to close on or about November 13, 2007 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval of the Toronto Stock Exchange and AIM market of the London Stock Exchange (“AIM”) and the securities regulatory authorities. Upon closing of the Offering the common shares will be admitted to trading on AIM.
DHX Media Ltd. is a leading international producer and distributor of television programming and interactive content with an emphasis on children, family and youth markets. DHX Media’s production companies, Decode Entertainment and Halifax Film, are the producers or co-producers of 14 original television series and theatrical releases currently commissioned for production and maintain a growing library of close to 1,800 half-hours of mostly children and youth-oriented television productions.
The common shares of the Corporation are listed for trading on the Toronto Stock Exchange and on AIM in London, UK under the trading symbol “DHX”.
This press release is not for dissemination in the United States or to any United States news services. The common shares and warrants comprising the Units have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Forward-Looking Statements
This press release contains forward-looking statements with respect to the Corporation, including its proposed offering of units, possible use of net proceeds, and possible acquisition transactions. These statements reflect the Corporation’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 among other things, risks related to completing the offering of units, capital markets conditions, and general economic and market factors, and other factors discussed under ”Risk Factors” contained in the Corporation’s annual information form dated September 27, 2007. These forward-looking statements are made as of the date hereof, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances.
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 Units 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.
For more information, please contact:
DHX Media Ltd.
Dana Landry – Chief Financial Officer
David A. Regan – EVP Corporate Development & Investor Relations
+1 902-423-0260
AIM Nominated Advisors: Canaccord Adams Limited
Neil Johnson
Erin Needra
+44 (0) 20-7050-6500
About DHX Media Ltd.
DHX Media Ltd. is a leading international producer and distributor of television programming and interactive content with an emphasis on children, family and youth markets. DHX Media Ltd. is listed on AIM and on the Toronto Stock Exchange. DHX Media’s production companies, Decode Entertainment and Halifax Film, are the producers or co-producers of 11 original television series or theatrical releases currently commissioned for production and maintain a growing library of over 1,700 half-hours of mostly children and youth-oriented television productions. www.dhxmedia.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.