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Refreshing the parts that mainstream cinema and dvd cannot “For the past four years Nokia has been running Nokia Shorts, in collaboration with the Raindance Film Festival, a competition created to explore the potential of mobile devices both as a means of watching video as well as capturing it. Nokia Shorts takes the concept of ‘snackable content’ to the extreme, asking film makers to tell a story in just 15 seconds! Young filmmakers have risen to this challenge and each year we have been astounded by the quality of the entries received. We’ve seen animation, comedy, black comedy, drama and avant-guard.” Mark Squires, Communications Director, Nokia

“The whole Raindance set-up is of real importance within the British film industry. Its aims and ambitions are vital. They have become an established event with a frankness of approach which helps promote our films both here and abroad.” Simon Channing-Williams (Producer; Nicholas Nickleby / Topsy-Turvy / Secrets and Lies)

“Raindance does an indispensable job supporting and provides a distinctive voice in world cinema.” Paul Greengrass (Director; The Bourne Ultimatum / United 93 / Bloody Sunday)

“The Raindance Film Festival and the British Independent Film Awards make a unique and very special contribution to independent film in the UK. They should be taken extremely seriously.” Mike Leigh (Director; Vera Drake / Topsy-Turvy / Secrets and Lies / Naked)

“We are delighted to partner with Raindance.tv and look forward to offering our viewers a channel devoted to some of the best independent film making. With a broad mix of high quality content we’re confident that there will be something for everybody on the Raindance.tv channel.” Yvette Alberdingk Thijm, executive vice president, content strategy and acquisition for Joost Lights, camera, action

About the company 1 Raindance.tv and its products 2 Driving the revenue 3 An insight into the world of new media 4 In summary 6 Raindance.tv going forward 7 What makes raindance.tv different? 8 The directors of raindance.tv 9 Important notice 14 Credits 15 About the company

Raindance.tv Plc is a partnership between Raindance Festivals, Dandy Productions and Crucible Media (UK) that has been set up to exploit and profit in the new media content market.

Since 1992 Raindance Film Festivals has bridged the gap between independent filmmakers and audiences seeking new and exciting cinema outside of the influence and this alternative platform has helped launch many successful film careers in the global film industry, Chris Nolan, Guy Ritchie and Matthew Vaughan to name three.

Raindance’s innovative approach to filmmaking and programming continued with its 15th anniversary festival in 2007 featuring over 300 shorts, features, special events and parties; ten years ago Raindance created the British Independent Film Awards, now considered by the British film industry to be one of the most important film events in the country (“Time Out, Screen International and Variety”); and Raindance set a benchmark for user generated content when it launched the innovative Nokia shorts programme in 2003.

Raindance and BIFA have the support of almost every star, writer, director and producer in the country, from established filmmakers like Ken Loach, Ewan McGregor and Michael Winterbottom to debutante filmmakers.

Dandy productions was formed in 2002 and their work covers branding, promotions, programme production and development for international brands and broadcasters including The BBC, The Walt Disney Company, Channel Five, Flextech, RDF and Turner Entertainment. In 2004 their series for Walt Disney, ‘Brush-head’ won the BAFTA for Best Animated Children’s Series.

Crucible Media was founded as a digital media consultancy in 2005 and helps establish successful digital enterprises undertaken by content owners, including Universal Studios, , A&E Television networks, Alliance Atlantis Communications (CSI) and Nokia. Crucible Media brings a wealth of experience in digital licensing, distribution and product development to Raindance.tv.

About the company 1 Not since the advent of television “has the ability to watch movies changed so dramatically” Raindance.tv and its products

Raindance.tv is capitalising on the new power and speed of the internet in what is known as “IPTV” (online video) and “Web 2.0” and the resulting growth in consumers selecting what they want to watch online. Not since the advent of television has the ability to watch movies changed so dramatically and now anyone with a computer or laptop and a broadband connection can see thousands of movies and television shows, including Raindance.tv content. Raindance.tv went live with its first services on Joost in September 2007 and since then has launched channels Watching movies is not like it used to be on the Internet of content on Vuze, Blinkx, Dailymotion, Blinkbox, Jalipo as the latest technology pioneered by companies such as and Nokia video centre. Channels are due to launch on Blinkx, Dailymotion, Babelgum and Joost offers a viewing ZVUE, Babelgum and FilmNight’s mobile portal on T-mobile experience without the small windows, jerky movement and in March 2008 which means Raindance.tv’s content will delayed images (sometimes known as buffering) of the past. already be available to over 65 million viewers. Further It has become more like a television-style experience with deals are now in the pipeline. The packages of content on great pictures and crisp sound. these channels will be regularly refreshed and tailored to the requirements of each partner, for example for Nokia Raindance.tv is launching its consumer website, Raindance.tv will show shorter films and extracts only. www.raindance.tv in April 2008, through which it intends to offer the best of ‘off Hollywood’ film, a blend of Value added services will be a mainstay for Raindance.tv, high-quality, independently-produced, feature and short featuring interviews, behind the scenes reports, movie diaries films, as well as via other IPTV and mobile networks. and pod casts from leading names in front of and behind Raindance.tv will allow users to watch films from around the the camera in independent film. This coupled with an online world, many of which are not available on DVD or at the local learning area will capitalise on Raindance’s expertise in cinema. Raindance Film Festival premiered films such as pioneering film training in the UK, allowing master filmmakers Blair Witch Project, Ring and Ghost World and Raindance.tv and industry professionals to share their expertise with will continue that tradition. Short films ranging from fifteen aspiring directors and producers. seconds to twenty minutes in length form a very important part of the offering. Raindance.tv intends to become the preferred choice for independent film makers seeking a wider audience for their Raindance.tv is also developing a professional online films and an essential viewing destination for anyone who networking service tailored to the global film making wants something innovative and high quality. Future plans community; Raindance.tv intends to use this to build on its include syndicating the brand to local partners who can already strong base of film makers as a source of content manage their own localised channels of film content. and revenues. Users will be able to share information with their peers and submit their own films to be vetted with the best of these being accepted into the Raindance.tv content and published on the site. Aspiring film makers will be able to showcase their work to the industry and to have their work distributed to a global audience via this medium.

0 6 Raindance.tv and its products 2 Driving the revenue

Revenues streams will be derived from the following sources.

Advertising: On free-to-view video content Raindance.tv intends to serve advertisements before, during and after the film. The Company believes advertising is a key source of revenue and one which will show continued growth as the ability to target advertising improves.

Sponsorship of the Raindance.tv site and channels: The Company intends to tie in sponsorship opportunities across its offline and online activities.

Film-Makers Network subscription: it is intended that Raindance.tv users will be charged a subscription fee to access premium services on the film makers’ network – including, advertising, professional advice from experts within the industry, discounts, online courses and tutorials, and hosting services. A simpler version of this service is already offered by Raindance Festivals and subscribers to this will be migrated into the Raindance.tv premium subscription in return for a royalty payment to Raindance Festivals.

Paid for content: This is where consumers pay for consumption of video content online and via mobile, either as a pay-per-view or subscription model. Raindance.tv intends to offer a range of paid for content through its own site and via distribution partners.

E-commerce: Raindance.tv intends to re-sell offline Raindance Training courses, for which it will receive a commission, and to become an affiliate seller of DVD’s of Indie films.

Syndication of the brand and business model to key territories is intended from 2009, which would create revenues from license fees and revenue shares.

Community tools & content sharing Licensed IPTV channels Web & mobile destinations

e-commerce & T-commerce User generated content

Syndication & local versions Premium content for web, mobile, podcasting & IPTV

Driving the revenue 3 An insight into the world of new media

‘New Media’ is the current buzz-word for the whole film, TV This is the scale of the sea-change. Last year in the UK and media industry. And that is going to continue. Witness Google overtook both Channel 4 and ITV by volume of the arrival of fast-growing and noteworthy companies, led advertising revenues, reporting ad revenues of $4.23 billion by Google subsidiary YouTube; Note the very recent success for the quarter ended September 30, 2007 (an increase of of the BBC’s I-Player initiative. Or the launch of BT’s own 57% compared to the third quarter of 2006). The internet IPTV service. And consider that Channel Four’s 4 video on has become the vehicle of choice for many media outlets, as demand service 4oD has clocked up over 100m streams evidenced by the strong general growth of online advertising of content watched or downloaded, since its launch in - totalling $24.9 billion in 2006 globally. Online ad spend December 2006, only fifteen months ago, and that it now has has already overtaken such stalwarts as radio, posters, and 3.3m users…. business magazines.

Traditional television markets are being buffeted. With the Meanwhile the growth of broadband access is accelerating introduction of digital TV, the world is taking the first steps across the globe, opening up new markets for online to integrate technologies that have until now been seen as advertising. As of March 2007, the UK boasted the 5th stand alone sectors. During the 1990s, with the development largest broadband population in the world. And (according of the internet and mobile phones, consumers were being to both Pew and Burst Media research) just over two-thirds sold products that they were told would one day bring them of broadband users report on-line video consumption. With wide choices of entertainment, and combine functionality worldwide residential broadband connections projected to with cutting edge technology, changing their lives forever. double between 2005 and 2010, reaching 413m households, Whilst this may now just be coming true, development has it’s not surprising that media analysts iSuppli estimate the been slow and the roll out of these new fully integrated value of the global IPTV market itself will reach $26.3 billion products has only recently begun. But at the same time, the by 2010. France and Scandinavia already boast the highest traditional television model has come under huge pressure, levels of broadband penetration in Europe, and it is estimated as advertising revenues have started to migrate en masse to that over 50% of US households will have broadband by the upstart world of online. 2011. These countries happen to be key target markets for the future roll-out of the Raindance offering – where film “2007 has been a year of massive growth for YouTube, viewing meets film making and film competition. with Nielsen Online recently reporting massive growth in viewership of several online video sites, with certain sites The pace of change is breathtaking. And it’s set to continue. doubling since the Writers Guild of America (WGA) began to strike in the US on November 5th” (Viral Manager/Rubber Republic)

An insight into the world of new media 4 Have you ever % adults with broadband at home All age groups 18-24 25-44 45-64

90% 82% watched or 80% 70% 70% 69% “ 60% 60% 63% 60% 56% 50% 51% downloaded clips from 50% 45% 43% 39% 39% 39% 40% 39% 40% 36% 37% 37% 34% 33% 31% 27% 30% 29% 30% 25% 24% TV programmes or 20% 18% 10% 0% whole TV programmes UK FRA GER ITA USA JPN CHN Source: Ofcom research, fieldwork carried out by Synovate in October 2006 via your PC? Note: in Japan and China, broadband users surveyed were 18-54 years old.

According to EIAA Mediascope’s” November 2006 survey, Joost is bringing content to its members using that nearly 30% of European dial-up customers expected to technology, and can produce near TV and DVD quality. upgrade to broadband in the following year. Meanwhile, Certainly, (alongside Raindance.tv) companies such as Fox, looking at leisure trends among European consumers, surfing Paramount, Disney, ITN, MTV seem to feel the same way. the internet is the third most popular leisure activity after Their content is also now licensed to and available on Joost watching films and listening to music. It’s worth noting that – which is only one of several platforms to which the RDTV offering, delivered by internet, is absolutely aimed Raindance.tv has committed content. And Joost alone has at this committed net-savvy film-watching and film-loving tabled ambitious plans to reach 22.5 million registered users public. within eighteen months of operation.

All this of course takes no account of the potential arising Looking forward one can already see the future outlines from mobile telephones and the continuing growth and of a global entertainment industry in which TV sets are no increasing sophistication of that market. Currently there are longer the gatekeepers of our choice, but monitors ready over 2bn mobile users worldwide, and this is projected to for up-to-the-minute downloads. Over the next decade it reach 3bn by 2010. Research bureau ABI estimates that on will seem commonplace for our television sets to be linked the back of this growth, there will by 2010 be 250m mobile to the internet and this will become our entertainment base users subscribing to video services, creating a market station, running streamed TV and movies on demand as well worth some $27bn. Given its focus on short-form content; as surfing the web for news articles and children’s homework its existing contracts with mobile platforms; and its well answers. regarded history in creating the Nokia Shorts programme with the industry leader, Raindance is well positioned to But then, as anyone who has recently looked at the Sky Plus extend its reach into this vast and potentially lucrative space. service or visited Comet or Curry’s Digital can tell you: the future is happening now….. In the past, TV and film downloading and streaming suffered from limitations tied to connection speed and bandwidth. Movie downloads have suffered more than most, as the size of files can cause ‘buffering’ of content or a long wait for a download to take place. Peer-to-Peer Networking is one new download preference for the industry which removes issues with buffering. One of the pioneers in this sector is Joost, an internet television company created by the founders of Skype and Kazaa. Another is Babelgum, set up by Silvia Scaglia.

An insight into the world of new media 5 In summary

A computer or laptop with a good broadband connection can provide access to a wide and growing range of movies and television shows, delivered in good enough quality to be similar to TV viewing.

At the same time the advent of services such as Babelgum, MSN Video, Dailymotion, Joost, Blinkx, YouTube, Vuze and others is enabling viewers to seek and find the programming

that interests them.

Finally revenue models for the consumption of online video content which are both accessible and transparent to the consumer have now emerged and are becoming widespread.

Being able to watch the movies you want, when you want and where you want is now becoming a reality

In summary 6 Raindance.tv going forward

Raindance.tv is one of the first broadband Independent Film Many of the new ‘IPTV’ services are investing heavily in channels offering long and short form content in the UK and the delivery and promotion of exciting content and have seeks to establish itself globally in 2009. The broadband a strong demand for quality content packages such as entertainment sector is accelerating, with a huge increase those the Company can provide. Raindance has strong in connections worldwide, the rise of user generated brand recognition amongst its target audience and has content, the development of more sophisticated search and a reputation as a destination to see the cutting edge community tools combined with the advent of accessible and movies of tomorrow. Together with Raindance.tv’s transparent charging models. growing and regularly refreshed library of independent films, the Company believes its content will stand out Raindance.tv’s intention is to utilise its existing relationships from any other supplier. with content owners, the grass roots film making community and the emerging digital distribution channels to become; Raindance.tv already has contracts for distribution with makers of independent features and shorts and access An essential supplier of content to IPTV platforms to world-class talent from the Independent Film world and will continue to grow these. A preferred choice for independent film makers who are looking to exploit both their long tail of product and The Company has signed deals to provide content get a wider audience for films or simply to get their foot already with Vuze, Blinkx, Dailymotion, Blinkbox, Jalipo on the film-making ladder. and Nokia video centre, ZVUE, Babelgum and FilmNight’s mobile portal on T-mobile, giving it access to An essential viewing destination for anyone who wants over 65 million users. Further deals are in an advanced something innovative and high quality i.e. not just stage with a number of platforms and networks which will YouTube or Spiderman 3. give it even greater reach into both fixed line and mobile.

An attractive destination for sponsors and Raindance.tv has extensive commercial, distribution, promotional partners. marketing and product expertise across the independent film and online and mobile sectors, especially important The Company intends to make maximum advantage of the for the entertainment industry which has a unique culture following emerging opportunities in order to establish itself as which relies on personal relationships and trust and the a market leader; management team averages twelve or more years experience in these markets. The emergence online of a wide range of highly segmented audiences represents a new and untapped marketplace for the independent films that Raindance handles. Once where these films were shown in selective cinemas to limited audiences and DVD distribution was previously more ‘specialised’, now the genre will be available to the mass market.

Raindance.tv going forward 7 There are many new services or “platforms” delivering content to viewers “however of these websites and platforms, Raindance.tv is different;”

What makes raindance.tv different?

Brand recognition A multi platform approach 16 years of experience and brand building. Formed in 1992, As well as tying up deals with IPTV networks via the ‘fixed Raindance has always aimed to bridge the gap between line’ internet, Raindance.tv is concluding in deals with mobile independent filmmakers and audiences desperate for new service providers and handset manufacturers to offer video and exciting cinema outside of Hollywood. content over mobile networks.

Existing audience Industry support More than 22,500 members, all emerging and grassroots Internationally recognised film makers such as Ken Loach, filmmakers. Mike Leigh and Ewan MacGregor are strong supporters and advocates of Raindance. Content offering Raindance Festivals receives over 1,500 submissions of Raindance has helped launch many successful film careers professionally produced shorts, features and documentaries in the film industry, such as Chris Nolan, Guy Ritchie and from around the world a year, many of which are now being Matthew Vaughan. licensed to Raindance.tv. Experience Off-line presence The Raindance.tv shareholders and management team Raindance’s innovative approach to filmmaking and averages 12 plus years experience across the independent programming continued with its 15th anniversary festival in film, television and online and mobile sectors. 2007 featuring over 300 shorts, features and special events. Raindance created the British Independent Film Awards ten An innovator years ago, now considered by the British film industry to be In 2003, Raindance created and launched the Nokia Shorts one of the most important film events in the country. film competition which ran for four years, which received hundreds of high quality submissions and garnered significant publicity for Nokia.

What makes raindance.tv different? 8 The directors of raindance.tv

Chris Auty Chris Auty started his professional career as a film journalist, running the film department of Time Out from 1979-1981. From 1984-85 he was European Editor of .

In 1985, he launched a UK film distribution company (Oasis), releasing some 45 films over the next five years, as well as acquiring and re-launching two of Britain’s best-known art house cinemas (the Gate in , and Cameo in Edinburgh). In 1989 he acted as world sales agent for Peter Greenaway’s THE COOK, THE THIEF, HIS WIFE AND HER LOVER.

From 1991–99, he was Managing Director of (RPC) and served as a producer on several of its films, as well as initiating the creation of RPC’s own international sales company, Hanway.

In 1999, he became a founding Board Member of the UK Film Council – the governing body responsible for all public funding of film in the UK.

From mid 1999, Chris Auty became CEO of the Virgin-backed Film Consortium, a lottery franchise company. In October 2001, Chris also became Chief Executive of the group incorporating The Film Consortium -– The Works Media Group plc (an AIM-listed company). Under his leadership the company developed its international rights business, and in 2005 successfully launched a new UK distribution subsidiary, which subsequently secured a home entertainment output deal with UK.

Having completed the re-structuring of The Works into a distribution-led business, Chris stood down as Chief Executive in 2007. Since then he has been a visiting lecturer at the National Film and Television School, while working on the launch of RDTV.

The directors of raindance.tv 9 The directors of raindance.tv

Andre Burgess Experience of the digital media ecosystem is essential to the success of Raindance.tv. For the past nine years Andre has specialized in working with content owners, brands and media companies, including Aardman Animations, AETN, Alliance Atlantis, The Cousteau Society, Jongleurs Comedy, Universal Pictures, Walker Books, and Working Title Films to exploit emerging digital platforms. Areas he covers include strategic planning, product and proposition development, marketing, licensing and distribution, contract negotiation and rights management.

His experience includes the development and delivery of broadband interactive content services across multiple platforms and negotiating and managing content licenses for new digital platforms. Before founding Crucible Media, the digital consultancy, he worked at Three UK, the 3rd Generation mobile operator, where he managed the end to end development of Three’s Entertainment services, including Games and personalised Multi Media content, as well as establishing and delivering partnerships with several leading content owners; and ntl, where he managed the development of a multi platform entertainment services for the interactive division.

Before entering the world of New Media, Andre started his career in , where he was an agent at United Talent Agency and subsequently set up a film production and talent management company in London, International Arts Entertainment. Andre also produced the feature film, E=MC2, starring Jeremy Piven and Richard Attenborough.

The directors of raindance.tv 10 The directors of raindance.tv

Keith Greenhalgh Keith qualified as a Chartered Accountant with Soloman Hare in 1991 Whilst training, his focus was on corporate finance and business administration. Subsequently he moved to New Zealand and into the media industry, working for The Radio Network (owned by Clear Channel and the Independent Media Group) as Operations Director (Central) where he ran 22 radio stations and the National Sports Network.

After three years overseas Keith returned to the UK and joined Capital Radio Group PLC where he undertook a number of roles and ended up being Finance Director for Capital Advertising, and Finance and Commercial Director for Capital Interactive, Capital’s online division (the first company to launch licensed narrow cast radio stations and personalised radio in the UK).

After leaving Capital he joined 3 (Hutchinson 3G) as Director of Media Business Development, where he was responsible for the negotiation and partner management of all media rights contracts and relationships for 3 UK, and for all of the International deals signed by the group for its 11 territories spread across four continents.

For the past four years he has been working as an consultant on a number of projects, the most prominent being for IE Music on Robbiewilliams.com, and was responsible for the launch and marketing of the new subscription site in 2004. In the first year the site gained over 150,000 subscribers and sold over 500,000 tickets to the Robbie Williams tour.

Keith is a founder shareholder and director of Chapter Media Ltd, a media and technology consultancy company, and sits on the board of several of digital technology companies as an adviser.

The directors of raindance.tv 11 The directors of raindance.tv

Andrew Williams Branding, promotion and content production are central to the success of Raindance.tv. For the past six years Andrew has worked for broadcasters, distributors and entertainment brands including The BBC, The Walt Disney Company, Channel Five, Aardman Animations, Flextech, RDF and Turner Entertainment. His work covers branding, commercials, programme production and development. He has won numerous national and international awards for his work in the fields of television branding, direction, copywriting and producing. In 2004 he collected a Children’s BAFTA in the Best Animated Series Category; his other awards include a Gold Promax/BDA award and a Gold New York Festival Awards.

Andrew has worked extensively with the BBC to develop a cross-platform interactive drama series.

Before co-founding Dandy Productions in 2002, he worked as a Senior Producer for Creative Services at the Walt Disney Company, working on Channel branding and promotions. He was a producer on The Disney Channel Kids Awards 2000 for which year it collected a BAFTA viewers’ choice award.

Suzanne Ballantyne Sourcing film content and programming the release of this content is another fundamental element of the business, which is overseen by Suzanne.. British born Suzanne was raised in Toronto. She started out as a script reader and analyst of over 500 screenplays before moving on to form Re:Vision, a company providing scouting services for acquisition executives and programmers. In 1995 she joined Raindance Film Festival where she is now Senior Programmer, supervising the submission process and the selection of each film which screens at the festival from the thousands received each year. Her eye for films has catapulted Raindance into one of the leading independent film festivals in Europe and she is regularly requested to serve as a juror at other festivals. In 1998 she co- founded the British Independent Film Awards, and is currently a member of the board.

The directors of raindance.tv 12

Important notice

The content of this document has been issued and approved by Park Caledonia Capital Limited.

This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares in Raindance TV PLC (the “Company”). Recipients of this document are reminded that any subscription for shares in the Company must be made solely on the basis of the information contained in the investment memorandum and no reliance may be placed for any purpose whatsoever on the information contained in this document.

An investment in the Company is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment, who do not require immediate liquidity for their investment and who have sufficient resources to bear any loss which might result from such investment. Recipient’s attention is drawn to the investment memorandum, which sets out certain risk factors relating to any investment in the Company.

It may be difficult to sell or realise your investment or to obtain reliable information about its value or other risks to which it is exposed. You may not get back the full amount invested. Investment in the Company is intended to be for the long term and dividend income is unlikely to be payable. Past performance is not necessarily a guide to the future. Your investment can fluctuate in price or value.

This document does not constitute a prospectus as defined by the Prospectus Regulations 2005 (the “Regulations”) and has not been prepared in accordance with the requirements of the Regulations.

If you are in any doubt about the action you should take or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional adviser authorised under the Financial Services and Markets Act 2000, who specialises in advising on investment in shares and other securities.

Park Caledonia Capital Limited is authorised and regulated by the Financial Services Authority (FSA) for the conduct of regulated activities in the UK (FSA registration number 402192).

Park Caledonia Capital Limited, Hillgate House, 26 Old Bailey, London EC4M 7HW.

!Important notice 14 Credits

Raindance.tv PLC 38 Langham St London W1W 7AR T. +44 (0) 207 436 6005 F. +44 (0) 207 631 5110 www.raindance.tv

Registered in and Wales, certificate no. 6444502 Credits 15 Registered offices: Harmile House, 54 St Mary’s Lane, Upminster, Essex RM14 2QT