AIM Rule 26
Description of Business
Mood Media Corporation
Mood Media is a leading in-store media specialist and uses a mix of music, visual and scent media to help clients communicate with consumers with a view to driving incremental sales at the point-of-purchase. Mood Media works with more than 800 retail chains across over 40 countries throughout North America, Europe, Asia and Australia.
The Directors believe that Mood Media’s services can have a direct impact on consumer purchasing decisions which makes in-store media an effective marketing tool. The Directors believe that in-store media services can enhance branding in real-time and influence shopper decisions by improving the shopping experience for consumers. The business generates revenue via sales of its multi-sensory services to businesses. Mood Media has also compiled an extensive rights-included music library with over 1.8 million tracks.
The Company listed on the Toronto Stock Exchange on 19 June 2008, changing its name from Fluid Music Canada, Inc. to Mood Media Corporation following the acquisition of Mood Media Group S.A. in June 2010.
Sept. 23 Steve Richards Appointed Chief Executive Officer of Mood Media
Sept. 4 Mood Media Provides Further Update on Strategic Process
August 14 Mood Media Provides Market Update on Strategic Process
August 8 Mood Media Reports Q2 2013 Operating and Financial Results
June 4 Mood Media and Universal Music Group Announce Multi-Year Agreement
June 3 Mood Media Announces Closing of Sale of its Retail Point-of-Purchase Assets
May 23 Mood Media Board Announces Approval of Advance Notice By-Law
May 9 Mood Media Announes Q1/13 Revenues of $129 million and EBITDA of $26 million
May 8 Mood Media Announces Agreement to Sell its Retail Point-of-Purchase Assets
April 9 Mood Media Establishes 2013 Financial Guidance
April 4 Mood Media Board Announces Exploration of Wide Range of Strategic Alternatives to Enhance Shareholder Value
March 28 Mood Media Reports 2012 Revenues of $444 Million and EBITDA of $112 Million
Dec 27 Mood Media Announces Acquisition of Technomedia Solutions
Dec 11 Mood Media Moves to Strengthen North American Business Operations
Nov 26 Mood Media Announces Progress in its Visuals Strategy and Update on Acquisition Integrations
Nov 7 Mood Media Reports Third Quarter Operating and Financial Results
Oct 30 Mood Media Q3/12 Results Conference Call Scheduled for Nov. 7, 2012
Oct 19 Mood Media Closes Private Placement Offering
Oct 19 Mood Media Announces Acquisition of Assets of Franchisee
Oct 16 Mood Media Announces Pricing of Private Placement Offering
Oct 09 Mood Media Private Placement Financing Announcement
Oct 09 Mood Media Announces Restatement of Financials in Connection with Private Placement Financing
Aug 13 Mood Media Corporation: Director Exercise of Options
Aug 07 Mood Media Corporation’s growth strategy delivers record Q2 Revenue and EBITDA
July 24 Mood Media Expands Presence in the Chinese Market
July 18 Macy’s and Shopkick Instantly Launch Mobile Rewards Nationwide
June 29 AIM Block Admission Six Monthly Return
June 26 Result of Annual and Special Meeting
June 08 MMC Posting of Mood Circular
June 04 MMC Named ond of Canada’s Fastest Growing Companies
May 31 MMC moves to Seize Visual Opportunity with BIS acquisition
May 17 MMC completes Bought Deal Private Placement
May 13 MMC Shifts Resources to Seize Historic Visual Opportunity
May 11 MMC begins 2012 with Strong year-over-year Revenue and EBITDA growth
April 26 MMC Announces $27.5M bought deal private placement
April 05 Mood Media: Director Dealing
March 30 Mood Media: Additional Listing
March 20 Mood Media Completes Acquisition of DMX
March 19 Mood Media Announces Acquisition of DMX
March 5 Mood Media Corporation: 2011 financial statements
January 30 Positive market update
January 19 Director Dealings
January 03 Director Dealings
Admission Document and Circulars
Annual audited accounts: December 2012 (pdf)
Restated financial statements: 2011 (pdf)
Annual audited accounts: December 2011 (pdf)
Annual audited accounts: December 2010 (pdf)
Annual audited accounts: December 2009 (pdf)
Annual audited accounts: December 2008 (pdf)
Nominated Advisor and Broker
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
As to Canadian Law:
Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street
Canada M5L 1B9
As to English Law:
Bird & Bird LLP
15 Fetter Lane
Ernst & Young LLP(Canada)
Ernst & Young Tower
222 Bay Street
Ernst & Young LLP(UK)
1 More London Place
Mirabaud Securities LLP
33 Grosvenor Place
Computershare Investor Services Inc
100 University Avenue
M5J 2 Y1
Computershare Investor Services PLC
Directors, Board Members and Board Committees
All Directors are Members of the Board
Philippe von Stauffenberg (age 47) – Chairman
Mr. von Stauffenberg joined Mood in 2007, as a non-executive director, prior to its acquisition by the Group in June 2010 and was appointed as a Director, the Company in July 2010.
Mr. von Stauffenberg is a founding partner of Solidus Partners, a private investment vehicle that invests in underperforming businesses and buy and build situations. Most recently, he built Mood Media through the acquisition of the three leading in-store media companies in Europe and ran the company as Executive Chairman during its integration and restructuring phase.
Previously, he acquired a significant stake in Klassik Radio, a company he helped develop and float on the German stock exchange where he is now chairman. Before that, he spent five years at Hicks Muse Tate & Furst (“HMTF”), where he led the investments in Temic/Microtune (Germany), Media Capital (Portugal) and EurotaxGlass’s (Europe) and was a board member in all of them. He was also interim CEO of Glass’s Guide.
Prior to joining HMTF, Mr. von Stauffenberg was Executive Chairman and majority shareholder of Heitmann International, a global leader in the technical localisation and translation business, which was acquired, managed and sold by him over a two-and-a-half year period. Mr. von Stauffenberg was also a Board member of Borg Instruments and Salford Capital Partners, and as part of his employment with Warburg, Pincus, was a board member of Danish Brands (Scandinavia and Germany), Tecnicas Medioambientales (Spain) and Luhns (Germany).
Prior to that, he was a consultant for Bain & Company in Munich. Mr. von Stauffenberg has BA and MA degrees from Harvard University and an MBA from Harvard Business School.
James Lanthier (age 37) -
Mr Lanthier has well-built financial and operational expertise and has worked with Mr. Abony at Fluid Music and FUN technologies. James Lanthier was a member of the founding management team of FUN Technologies Inc, where he held a number of senior officer positions, including Chief Financial Officer and Chief Operating Officer, and played a principal role in FUN Technologies’ M&A activities, operations, and ultimate sale to Liberty Media.
Richard Weil (age 56) – Non-Executive Director
Mr. Weil became the Chief Executive Officer and Managing Director of Sciplay in January 2010, an interactive joint venture between Scientific Games and Playtech, two of the leaders in the lottery and internet gaming sectors. Sciplay’s focus is on providing interactive solutions to regulated operators, like lotteries.
Mr. Weil managed his own consulting and advisory business primarily assisting companies in the interactive marketplace after exiting FUN Technologies. Until January 2007 Mr. Weil was the President of FUN Technologies. During his three year tenure he contributed to the raising of approximately US$80 million to fund the acquisition of eight interactive companies, oversaw the management of these business units and, in March 2006, assisted in the sale of 51 per cent. of FUN Technologies to Liberty Media Corp.
Prior to joining FUN in August 2004, Mr. Weil was the Corporate Vice President of International Business Development for Scientific Games Corporation. He joined Scientific Games Corporation (formerly known as Autotote) as Vice President of Manufacturing in 1994. During his time with the company, he assisted with numerous acquisitions (Scientific Games, MDI, and IGT On-line Systems) and contributed to major international growth and business development (specifically in South America and Europe).
Before working at Scientific Games, Mr. Weil was a senior management consultant at Monitor Company, a top-ten strategic planning and corporate development firm. Mr. Weil holds a Bachelor of Engineering Degree from Ryerson University in Toronto, and an MBA from New York University Stern School of Business.
Harvey Solursh (age 76) – Non-Executive Director
Mr. Solursh was a founding partner at Solursh, Feldman & Partners, Chartered Accountants, where he practised for 30 years. He was formerly a director of Fun and formerly a director and Chief Financial Office of CryptoLogic Inc. His areas of expertise include commercial financing, mortgage financing, property management and private placements.
Anatoli Plotkine (age 55) – Non-Executive Director
Dr. Plotkin was previously Chief Technology Officer of Cryptologic, where he led the development of its proprietary technology and software. Dr. Plotkin has a Ph.D. in Mathematics and has over twenty years’ of experience in software development. Dr. Plotkin has published a over forty papers on various topics in the field of computational physics. While in Russia, he specialised in designing algorithms for real time data processing under contract with the Russian military. Mr Plotkine also served as a director and Chief Operating Officer of FUN Technologies.
Mr. Shenk is the Chief Executive Officer of Corbis, a leading digital content and worldwide entertainment and licensing company founded and owned by Bill Gates. In this position, he is responsible for leading business strategy to accelerate Corbis’ place as an innovative digital media company and leading creative resource for advertising, entertainment, marketing, and media professionals worldwide. Before being appointed CEO, Mr. Shenk served as both President and Senior Vice President of Corbis, where he oversaw integrated market-facing functions including Sales, Marketing, Image Licensing, and Rights Services and spearheaded a transformation of the image licensing business from an editorial focus to an end-to-end offering with world-class historical, editorial, entertainment, and creative photography. He joined Corbis in 2003 when he founded and led the company’s Rights Services unit, responsible for executing a series of acquisitions and business development strategies. Prior to joining Corbis, Mr. Shenk founded FlixMix, a wholly-owned subsidiary of Universal Pictures that was one of the industry’s leading media licensing agencies. He successfully entered the media and entertainment industries by leveraging his significant knowledge, which he gained as a Project Leader in The Boston Consulting Group’s media and entertainment practice. Mr. Shenk holds a Bachelor’s degree from Harvard College and a Masters of Business Administration from the University of Pennsylvania’s Wharton School of Business.
David V. Richards
Mr. Richards is the President and Managing Director of Network Capital Management, Inc. a private investment management company investing primarily in energy related companies and special situations that he founded in 1997. Before Network Capital, Mr. Richards served as a senior tax partner in the Calgary division of Arthur Anderson & Co. from 1993 to 1995. In this role, he advised clients on various complex accounting issues, including mergers, acquisitions and financial due diligence. Prior to joining this firm, Mr. Richards was the Partner-in-Charge of PriceWaterhouseCoopers’ (PWC) Calgary taxation operations from 1990 to 1993 and was admitted to PWC’s partnership in 1986. As a fellow of the Institute of Chartered Accountants, Mr. Richards has extensive accounting expertise, and a great understanding of mergers, acquisitions, purchase investigations, restructurings and financial engineering. In the past, Mr. Richards has served as a director for various companies, including Boardwalk REIT, Alliance Atlantis Movie Distribution Income Fund, Valiant Energy Inc., Bear Ridge Resources Inc., and Canada Fluorspar Inc. He currently serves as a director of Madison PetroGas Ltd. and Wilmington Capital Management Inc.
The primary purpose of the Audit Committee is to assist the Corporation’s Board in discharging its oversight and evaluation responsibilities. In particular, the Audit Committee oversees the financial reporting process to ensure the balance, transparency and integrity of the Corporation’s published financial information. The Audit Committee also reviews and reports to the board on the quality and integrity of the Corporation’s consolidated financial statements and other financial information; compliance with legal and regulatory requirements related to financial reporting; the effectiveness of the systems of control (including risk management) established by management to safeguard the assets (real and intangible) of the Corporation’s and its subsidiaries; the proper maintenance of accounting and other records; annual and quarterly interim financial information; the independent audit process, including recommending the appointment and compensation of the external auditor, and assessing the qualifications, performance and independence of the external auditor; the performance and objectivity of the Corporation’s internal audit function; all non-audit services; the development and maintenance of procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Corporation and its subsidiaries of concerns regarding questionable accounting or auditing matters; the review of environment, insurance and other liability exposure issues relevant to the affairs of the Corporation; and any additional matters delegated to the committee by the board of directors. The Audit Committee is composed of Messrs. Solursh, Plotkine, and Weil.
Compensation and Governance Committee
The Compensation and Governance Committee, is responsible for, among other things: (i) identifying individuals qualified to become members of the Board, consistent with criteria established by the Board; (ii) recommending that the Board select the director nominees for the next annual meeting of Shareholders; (iii) developing and recommending to the board a set of corporate governance principles applicable to the Corporation; and (iv) overseeing the evaluation of the Board and senior management. In addition, among other things, the committee will be responsible for developing and recommending to the Board: (i) the Corporation’s approach to corporate governance, including a set of governance principles and guidelines and (ii) a comprehensive orientation and continuing education program for new Directors. In addition, subject to Board approval, the committee will be responsible for reviewing and updating the Code with a view to complying with applicable law and ensuring that management has established a system to enforce the Code. The Compensation and Governance Committee assists the directors in their oversight of executive and director compensation, including with respect to: (i) reviewing and approving compensation of the Corporation’s Chief Executive Officer; (ii) recommending to the board non-Chief Executive Officer compensation, incentive-based plans and equity-based plans; (iii) approving and monitoring share ownership policies; and (iv) reviewing compensation disclosure in public documents, in accordance with applicable rules and regulations. The Compensation and Governance Committee is composed of Messrs. Plotkine, Justin, and Weil.
Statement detailing the rights of the Shareholders
The Company is a Canadian company continued under the laws of Canada under the Canadian Business Corporations Act and as a result of this the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
For further details see “Effects of Canadian Domicile” in Part I of the Company’s admission document dated 13th September 2010.
Country of Incorporation
TORONTO STOCK EXCHANGE: Mood Media Corporation, formally known as Fluid Music Canada, Inc. listed on the Toronto Stock Exchange (“TSX”) on June 19, 2008 and trades under the ticker symbol: “MM”.
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Securities in Issue
Number of common shares in issue: 170,963,638 (September 30, 2012)
Maximum number of shares not in public hands: 56.9%
114,009,504 common shares representing 66.8% of the issued share capital of the Company are held through CDS & Co in Canada as part of depositary, settlement and clearing arrangements. These shares, other than where the beneficial owner has been ascertained are included in the percentage of Common Shares that are not treated in public hands disclosed above.
CDS & Co – 114,009,504 common shares (66.8%)
Fidelity* - 22,652,214 common shares (13.2%)
*so far as known to the Company.
There are no restrictions on the transfer of the shares of the Company.Number of AIM securities in Issue.
This site was last updated on Feb. 20, 2013.