Exhibit 4.10
FUTUREMEDIA PLC
SUBSCRIPTION AGREEMENT
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IMPORTANT NOTICE
The contents of this document
have not been
approved by an
authorised
person
(for the purposes of Section
21 of Financial
Services and Markets Act 2000 (the
"Act")). Such approval is required by
Section 21 of the Act unless an exemption
applies. Consequently this document is
being made available only to persons who
are deemed sufficiently experienced and knowledgeable to understand the
risks
involved in making an
investment
in the Company and as
such fall within any of
Articles 19 (investment professionals), 43 (Members and creditors of certain
bodies corporate), 48
(certified high net worth individuals), 49 (high net
worth
companies, unincorporated
associations etc.), 50 (sophisticated investors) or 51
(associations of high net worth or sophisticated investors) of the Financial
Services and Markets Act 2000
(Financial
Promotion)
Order 2001 (SI
2001/1335)
(the "Order") or such other
relevant exemption under which this Document
may
lawfully be communicated as a
financial promotion.
For the purposes of Articles
48 and 51 of the Order:
(i) This document is exempt from
the general restriction (in Section 21 of the
Act) on
the communication
of invitations or inducements to engage in
investment
activity on the grounds that it is made to a certified high
net
worth
individual, sophisticated investor or current
shareholder.
(ii) The requirements that must be met for a recipient to qualify as a
certified
high net worth individual are that the recipient:
(a)
has a current
certificate of high
net worth in the form detailed in
Article 48(3) of the Order; and
(b)
has previously
(within the last 12 months) signed a statement in the
terms in Article 48(2)(b) of the Order.
(iii) The requirements that must be met for a recipient to qualify as a
sophisticated investor are that the recipient:
(a)
has a current
certificate
from an authorised
person in
accordance
with Article 50(1)(a) of the Order; and
(b)
has previously
(within the last 12 months) signed a statement in the
terms in Article 50(1)(b) of the Order.
(iv) Reliance on this document for the purpose of
investing in the Company may
expose the
recipient to a significant risk of losing all of the
monies
invested.
(v) Any person who is in any
doubt about the investment to which this document
relates
should consult an authorised person specialising in advising on
investments of this kind.
This document does not
constitute a
prospectus or an offer or invitation to the
public to acquire or
subscribe for any shares or other securities in the
Company
within the meaning of Regulation 6 of the Public Offers of Securities
Regulations 1995 (SI 1995/1537) and should not be reproduced
or circulated.
Accordingly, the securities may not be offered or
sold or re-offered or resold
to persons in the United Kingdom except to person of the kind
described in
paragraphs 3 to 24 of
Schedule 11 to the Act.
This document should not be
considered as a recommendation by the shareholders,
the Company, or any of their respective subsidiaries, affiliates,
representatives, partners,
directors, officers, employees, advisers or agents to
invest in the Company,
and interested
recipients are
recommended to seek their
own independent financial,
legal and other advice.
Recipients of this document in jurisdictions outside the UK should inform
themselves about and observe all applicable legal requirements in their
jurisdictions. In particular, the distribution of this document in certain
jurisdictions may be
restricted by law and,
accordingly,
recipients
represent
that they are able to receive this document without contravention of any
unfulfilled registration requirements or other legal restrictions in the
jurisdiction in which they
reside or conduct business.
THE SECURITIES OFFERED PURSUANT TO THIS DOCUMENT HAVE NOT
BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES
EXCEPT
PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE
REGISTRATION
REQUIREMENTS OF
THE
SECURITIES ACT OR IN A
TRANSACTION NOT SUBJECT TO SUCH REQUIREMENTS.
CONFIDENTIALITY STATEMENT
-------------------------
By accepting a copy of this
document, the recipient acknowledges and agrees that
it is receiving confidential
information that has not been made available to the
public. It agrees that it
will not disclose, reproduce, circulate, or otherwise
make known to any other
person the information
contained herein, without the
prior written consent of the
Company.
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Futuremedia PLC
Nile House
Nile Street
Brighton BN1 1HW
Gentlemen:
The
undersigned
understands
that the Company is
hereby making an
offer
(the "Offer") of its Ordinary
Shares, 1-1/9 pence per share, of the Company (the
"Shares") at a purchase price
of $0.76 per Share.
The Offer
will expire on February 9, 2005 unless extended by the
Company,
in its sole discretion (the
"Expiration Date").
1.
Subscription.
Subject to the terms
and conditions of this
Agreement,
the undersigned hereby subscribes for the aggregate
number of Shares set forth
on the signature page of this
Agreement. Payment of the aggregate purchase price
is required at the time of
delivery of this Agreement to the Company (or at such
late time as the Company may
agree). The undersigned acknowledges that, in order
to subscribe, the undersigned must deliver, to the Company, prior to the
Expiration Date, one executed
copy of this Agreement.
2.
Risk Factors. The undersigned acknowledges and is aware that an
investment in the Company
involves a
substantial
degree of risk and
should be
regarded as highly
speculative. As a
result, the subscription for Shares should
be considered only if the
undersigned can reasonably afford a loss of its entire
investment. The undersigned should carefully
consider, among other
things, the
risk factors set out in the
Company's Annual Report on Form 20-F (the
"20-F")
for the year-ended April 30, 2004 filed with the U.S.
Securities and
Exchange
Commission ("SEC") on
September 30, 2004.
3.
Acceptance
of Subscription. It is understood and agreed that this
Agreement is subject to the
following terms and conditions:
(a) Investments are not binding on the Company until accepted by
the
Company.
(b) The undersigned hereby intends that his/her/its signature
hereon
shall constitute an irrevocable
subscription
to the Company for the
aggregate
amount of Shares described
herein.
4.
American Depositary Receipts. The Company's American Depositary
Shares
("ADSs") trade on the Nasdaq
SmallCap Market under the symbol FMDAY.
Each ADS
represents the right to receive one
Ordinary Share of the Company. ADSs are
evidenced by American
Depositary Receipts
("ADRs"). ADSs
evidenced by ADRs are
issued by the Bank of New
York as Depositary (the "Depositary") of the Company's
ADR facility in accordance with the terms of a deposit
agreement between the
Company and the Depositary.
The Company shall
amend the deposit
agreement with
the Depositary to include the Shares as ADSs and/or to take all reasonably
necessary action to deliver to the
undersigned
ADRs evidencing such
ADSs. The
Company shall bear all costs and
expenses in
connection
with the issuance
of
ADRs to the undersigned in
connection with its investment in the Shares.
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5.
