Published August 29, 2009

Spice Group buys $60m stake in MediaRing

It will acquire 14.73% of fully-diluted capital from Venture One Finance, and also option shares from 3 directors

By TEH SHI NING

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INDIAN billionaire Bhupendra Kumar Modi's Spice Group is acquiring up to about 20 per cent of home-grown voice, data and computing solutions provider MediaRing for some $60 million.

TOP OF THE WORLD Mr Modi (above) will be MediaRing chairman, Mr Goyal CEO and Mr Gupta CFO

MediaRing announced yesterday that Spice Innovation Technologies Pte Ltd (Spice) has entered into agreements with substantial shareholder Venture One Finance Limited, as well with three MediaRing executive directors - Koh Boon Hwee, Walter Sousa and Khaw Kheng Joo - for the proposed sale of MediaRing shares.

Spice will be buying Venture One's entire stake, which makes up 14.73 per cent of the fully-diluted share capital of MediaRing, for about $39.5 million or 21 cents a share in cash. The three directors will sell option shares representing 4.08 per cent of the fully-diluted share capital, at 30 cents a share or a total of $15.6 million.

The deals include Spice offering to buy shares under exercisable vested options held by employees and independent directors at 30 cents per option share up to a stake of 1.34 per cent of the fully diluted capital. Depending on how many shares it purchases from these option-holders, the transactions will lead to Spice gaining control of 18.81 to 20.14 per cent of MediaRing's fully diluted share capital.

Based on the shareholding list in MediaRing's 2008 annual report, Spice will thus become the largest shareholder. The 2008 report shows Venture One Finance with a direct and deemed stake of 15.62 per cent.

Subject to board approval, these transactions will also lead to the termination of the service contracts of chief executive officer Mr Khaw and chief financial officer Yeo Siew Chai, both of whom will receive severance payments. Three directors - executive chairman Mr Sousa, Mr Khaw, and Thomas Ng will also resign. Mr Koh, who is also DBS's chairman, will resign too, but will make himself available for reappointment as a board director.

Mr Modi himself, his daughter Divya Modi and Ashok Goyal will be appointed as MediaRing's new directors. Mr Modi will be appointed as chairman, Mr Goyal as CEO and Suramya Gupta as CFO.

These changes in management and directorship will kick in with effect from the expected closing of the sale and purchase of the shares on Monday next week.

Mr Modi's Spice Global relocated its headquarters to Singapore last year, and he has spoken of plans to invest in telecom, real estate and entertainment ventures here. Among these is a proposal to create a Hollywood-meets-Bollywood styled entertainment centre in the upcoming Marina Bay Sands integrated resort.

In June, Mr Modi announced plans to raise about US$1 billion in an initial public offering in 2011, after dropping plans for a US$500 million IPO in Dubai.

MediaRing shares last traded at 18 cents.