Intandem picks up four new genre films [ 21/11/2006 ]

Issue of a $7.2m Loan Note, Acquisition of Distribution Rights in four new films and
issue of 2.1 million warrants at an exercise price of 10p

Intandem Films plc (“Intandem”), the AIM listed feature film executive producer and international sales company, today announces that its newly established subsidiary, Intandem Film Funds 1 LLC (“Intandem LLC”), has issued Loan Notes of US$7.2 million to a third party funder. Intandem LLC has also acquired the distribution rights in four new films which are being financed by the Loan Note for a total consideration of US$3.85 million (£2 million). Intandem LLC, a 100 per cent subsidiary of Intandem, is a newly established special purpose vehicle incorporated in Delaware, United States, created for the purpose of this transaction.

The Loan Notes, which were arranged by US based Capitoline Global Finance Inc, have been secured against the assets of Intandem LLC which comprise the distribution rights in the four films acquired. After acquisition and transaction costs, approximately US$2.9 million (£1.55 million) has been released to Intandem of which US$1.08 million is separately held as an interest reserve. No guarantees of repayment of the loans have been given by Intandem other than from the revenues generated by the films acquired.

The Loan Notes carry a net coupon rate of 15 per cent. in the first year reducing to 13 per cent. in subsequent years. The amount of the Loan Notes (and interest) are correspondingly reduced by the receipt of revenues from the films acquired.

Worldwide distribution rights have been acquired in three films; True True Lie, Sugergator and Incubus and worldwide distribution rights (excluding Benelux, Brazil, CIS, France, Greece, India, Mexico, Spain, and UK), have been acquired in Snuff-Movie. Incubus was the first feature film to be promoted by AOL through cinemas in the United States, was released for download on the internet by AOL in October 2006 and is expected to be released on DVD and television in North America by Sony Pictures Entertainment in 2007. Supergator has been pre-bought by the Sci-Fi Channel, part of Universal Television Network in the United States. True, True Lie is a thriller starring Jaime King (Sin City 1 and 2) and Snuff-Movie is a horror film directed by Bernard Rose (Candyman).

Intandem Pictures Ltd, the Company’s film sales subsidiary, has been appointed as the servicing agent and will be responsible for selling the films.

As part of the transaction, Intandem has agreed to issue warrants to Capitoline Global Finance Inc over 2,100,000 new ordinary shares exercisable at any time until 30 November 2009. The exercise price of 10p per new ordinary share represents five times the mid-market closing share price of Intandem’s ordinary shares on 20 November 2006 (being 2p per share), the date of the transaction. The warrants when exercised will represent 2.5 per cent. of the current issued share capital of the Company and 2 per cent. on a fully diluted basis. No application will be made for the warrants to be admitted to trading on AIM.

Gary Smith, the Executive Chairman of Intandem commented:

“This is a very exciting deal for Intandem and will act as the foundation for what we expect to be a period of solid growth. We now represent 15 films, up from 3 films at the start of the year. We are in negotiations for several new films and are looking forward to closing further similar value enhancing transactions in the second half of the year.”

Capitoline Global Finance Inc’s President Brian Gilmore said: “Intandem is an impressive company that is growing quickly. We are happy to be part of it. We look forward to a strong ongoing relationship.”

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