BRANCHEZ-VOUS! and its Vice-President, Sales negotiated a revised compensation package in order to avoid the dilution and expenses related to the issu
15 December 2006
BRANCHEZ-VOUS! inc. (TSX Venture: BZV) announces that, subject to regulatory approval, it no longer plans to proceed with the previously announced issuance of one million common shares of the corporation for the benefit of Sébastien Goulet, Vice-President, Sales of the corporation, which issuance had been approved in a resolution adopted by the corporation's shareholders on October 30, 2006.
Sébastien Goulet agreed to forfeit the shares he was entitled to be issued to, in exchange for two transactions which, subject to regulatory approval, were completed yesterday.
In a first transaction, Mr. Goulet bought 500,000 common shares of the Corporation from Invention Media inc., a holding company fully-owned by Patrick Pierra, President and CEO of BRANCHEZ-VOUS!. The transaction was completed at the price of 15 cents per share. Invention Media now owns approximately 12.5 million shares, or approximately 42.5% of all common shares of the BRANCHEZ-VOUS!.
In a second transaction, BRANCHEZ-VOUS! has transferred to Sébastien Goulet 220,850 common shares of the corporation at an aggregate price of 1$. These shares were previously owned by an ex-employee who had ceded all proceeds of these shares to the Corporation.
After these two transactions, Sébastien Goulet now owns 740,850 common shares or approximately 2.5% of all outstanding shares.
"The Board wanted to make Sébastien Goulet a significant shareholder, so as to strengthen his long-term commitment to the corporation and better align his interest with those of the shareholders", says André Bisson, chairman of the board of BRANCHEZ-VOUS!. "As the issuance of one million shares would have cost the corporation $ 300,000 in non cash expenses, and as the share price has decreased by half since the Board's decision to issue these shares, the Board and Mr. Goulet agreed that cancelling the issuance of one million shares and proceeding with two private transactions would be in the best interest of all shareholders."
BRANCHEZ-VOUS! had already provisioned $50,000 in non cash expenses related to the previously planned issuance of one million shares in each of the three-month periods ended June, 30 and September, 30, 2006. Consequently, management now projects positive net earnings for the three-month period and the fiscal year which will both end on December 31, 2006.
On another matter, the Corporation granted yesterday 124,800 options to buy shares of the Corporation, at the exercise price of $0.15, to five officers and directors of the Corporation. These options can be exercised until December 11, 2011.
About BRANCHEZ-VOUS! inc.
BRANCHEZ-VOUS! inc. is a leading Montreal-based Internet media company. It owns and operates BRANCHEZ-VOUS.com (www.branchez-vous.com), the largest independent portal in Quebec, which primarily targets an audience of active adult users working in and/or interested by technology; and it operates the BRANCHEZ-VOUS! Network, the largest French-language Internet advertising network, comprised of approximately 50 web sites - including the French version of Canada411, LeDevoir.com, LesPAC.com and over ten sites owned and operated by Astral Media. According to data from Comscore MediaMetrix, the BRANCHEZ-VOUS! Network reaches approximately 3 million French Canadians every month.
BRANCHEZ-VOUS! is listed on the TSX Venture exchange under the symbol BZV and has approximately 29.3 million shares outstanding. Additional information on the Corporation can be obtained on SEDAR (www.sedar.com) and at www.branchez-vous.com/inc/english
The TSX Venture exchange has neither approved nor disapproved the
contents of this press release.
For further information: Patrick Pierra, President and CEO, (514) 842-3838 ext. 24; Nicholas Powell, Investor Relations Consultant, (514) 904-0084; http://www.branchez-vous.com/contacts/
Source: newswire
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