LONDON (Dow Jones)--Zoo Digital Group PLC (ZOO.LN), a provider of software and software-led services for the filmed entertainment market, said Monday it has entered into a GBP859,456 subscription agreement with John Henry Holdings Inc., a subsidiary of Multi Packaging Solutions, Inc., or MPS. MAIN FACTS: -Under the subscription Zoo will issue 2.15 million new ordinary shares to MPS at 40 pence per share. -Zoo also to issue warrants to subscribe for up to a maximum aggregate number of 2.15 million new ordinary shares at 50 pence per share. -Net proceeds of the Investment will be used to provide working capital for the growth of the business. -MPS has agreed to certain terms that will govern the ongoing relationship between Zoo and MPS including clauses that will ensure that all future commercial transactions between the parties will be conducted on an arm's length basis and that MPS won't increase its stake in Zoo (other than the subscription of the Warrants) without the consent of the Board. -MPS and Zoo have agreed to enter into a commercial relationship involving, amongst other provisions, joint sales efforts for marketing Zoo products to current customers of MPS, as well as to customers new to both of MPS and Zoo in markets and sectors to which Zoo currently doesn't have a strong presence. -New ZOO sales through this arrangement shall consist of software license fees, software usage fees, Software-as-a-Service subscription fees and fees relating to the provision of services for pre-media, design and implementation that are generated directly as a result of the joint commercial efforts of ZOO and MPS. -Warrants shall lapse after July 31, 2013, and any ordinary shares vested under the Warrants may be exercised before or on July 31, 2013. -Shares at 0755 GMT up 3.5 pence, or 9.1%, at 42 pence valuing the company at GBP8.49 million. -By Ian Walker, Dow Jones Newswires; 44-20-7842-9296; [email protected] (END) Dow Jones Newswires June 28, 2010 03:59 ET (07:59 GMT)