Global TeleMedia International Announces Maximum 5-Year Standstill of Conversion of Preferred Shares; Capital Structure to Remain At 75 Million Shares
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--March 29, 2000--
Board Of Directors Ratifies Majority Shareholders Agreement Not To Convert Preferred Shares During 2000 with any Subsequent Conversion Tagged To Sales, Growth And Net Revenue with Final Conversion In 2006 Global TeleMedia International, Inc. (OTC: BB: GTMI) announced today that the Board of Directors had ratified a majority shareholders proposal for a voluntary standstill of conversion of their preferred shares issued pursuant to the 1999 Global TeleMedia and Bentley House merger.
Under the terms of the standstill, the law firm of Tisdale & Nicholson LLP is appointed custodian to hold the preferred shares pursuant to an agreement designed to build shareholder value and confidence. The agreement, which was executed by the principal shareholders late December 1999, was expressly designed as a conversion plan tagged to revenue growth, net income and earnings per share. The shares which were issued to Jonathon Bentley-Stevens and Regina S. Peralta are to be held by the law firm and under the terms of the agreement, none can be converted during the year 2000. A maximum of 5% can be converted each quarter provided that the set targets of revenue, net income and earnings per share are reached. An exception would be surrender of shares for additional equity or acquisitions.
Chief Operating Officer John Walsh said, "This is an unprecedented sacrifice by shareholders who having received shares for a transaction which has closed. The voluntarily standstill of shares under the agreement underscores the principal shareholders' commitment to the Company's growth under the current business plan. The ultimate share conversion delay until 2006 should be seen as a bold statement by the majority shareholders who are the driving force behind the recent growth of the Company."
He continued, "The acquisitions of 3 independent technology companies have created a solid base from which the company can produce e-commerce solutions, software, and of course the proprietary BentleyTel.com SmartCard. The bid for the acquisition of Data Exchange, will not change the total outstanding shares, currently 75 million during 2000, as the purchase will be made using the some of the unconverted preferred series "A" shares. The projected revenue from the release of MessagePilotTM, the BentleyTel and Data Exchange joint marketing agreement dated February 22, 2000, together with the BentleyTel.com proprietary SmartCard, both of which achieved excellent test marketing results, should achieve substantial market share within this year. Anticipating the revenue which should result from these products which are scheduled for release to the public - around May 1,2000 for the SmartCard and July 1, 2000 for MessagePilotTM - the standstill agreement should increase share value as the market realizes the stability, focus and new direction that this management has brought to the Company."
Mr. Walsh concluded, "The success of the New York Technology Conference (www.wallstreetnewscast.com) and the resulting release of the MessagePilotTM video stream at www.messagepilot.com have lead to many expressions of interest being received on the web site. The BentleyTel.com offering is also drawing attention from several set top box manufacturers interested in providing hardware for the web TV delivery of MessagePilotTM to hotel guests traveling internationally as well as SmartCard on-line financial transactions particularly in the Pacific Rim countries."
President and major shareholder Jonathon Bentley-Stevens said, "We are obviously working very hard to see that the company will achieve the targets we have set. We have a goal for stock value. That goal is based on product distribution, revenue and new market penetration. Taking into account the global market for our products, and the fact that we have no significant competitor in our areas of expertise, (geographical and technical) we feel that our targets are definitely achievable. We are also continuing with our filing for the AMEX and are finalizing our audits to accompany our application. Everyone present at our technology conference was tremendously excited by not only our e-commerce solutions and products but the acceleration of software and web development attributed to the teams at Data Exchange and BentleyTel Australia. (www.bentleytel.com) under our co-development agreement dated January 26, 2000." (more)
He concluded, "We are hopeful of a positive response from Data Exchange to our acquisition offer. A significant Global Unified Messaging product such as MessagePilotTM together with a full service software development subsidiary should continue to strengthen market confidence and add to share value."
Global TeleMedia International, Inc., located in Newport Beach, California, through its BentleyTel.com subsidiary, is a leading developer of interactive software for complex E-commerce solutions, multi-media and high speed, Internet and wireless communication systems, including international & long distance Voice over IP, LAN VPN (Virtual Private Network), ISP, Virtual ISP, and PC-PC, PC-Phone transmission of data and voice. It also owns manufacturing, telecom, ISP and software development facilities in Australia, Malaysia and the Philippines.
This press release contains forward-looking statements. All such statements involve risks and uncertainties, including, without limitation, the risks detailed in Global TeleMedia's filings and reports with the Securities and Exchange Commission. Such statements are only predictions and actual events or results may differ materially.
This release and prior releases are available on the KCSA Public Relations Worldwide Web site at www.kcsa.com.
CONTACT: KCSA
Robert Giordano/Daniel Stepanek, (212) 896-1289/1202
rgiordano@kcsa.com / dstepanek@kcsa.com
www.kcsa.com
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