CERES MEDIA INTERNATIONAL PLC: Notice of General Meeting, AGM and Placing

CERES MEDIA INTERNATIONAL PLC: Notice of General Meeting, AGM and Placing
CERES MEDIA INTERNATIONAL PLC                          
               ("Ceres" or the "Company" or the "Group")                    
Share Capital Reorganisation Conditional Placing, Notice of General Meeting   
                      and Annual General Meeting                            
The Board is pleased to announce that the Company has conditionally raised £
275,000 by way of a placing of 55,000,000 new ordinary shares at a price of
0.5p per share ("Placing"). The Placing is conditional, inter alia, on a share
capital reorganisation. 
The share capital reorganisation and Placing requires shareholder approval,
therefore a General Meeting of the Company has been convened to be held on 14
March 2013 at 08:45 am (or as soon as the Company's annual general meeting
called for the same day and place at 08:30 am has concluded) at the offices of
DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN. 
Application will be made for the new ordinary shares to be admitted to trading
on AIM on or around 15 March 2013. The new ordinary shares will rank pari passu
with existing ordinary shares. 
The Notices of General Meeting and Annual General Meeting were posted to
shareholders on 18 February 2013. 
Full details of the share capital reorganisation and the Placing are set out in
the Circular posted to shareholders, which is also available to be downloaded
from the Company's website at www.ceresmediaplc.com. 
The letter from the Chairman is reproduced in full below:- 
Alex Dowdeswell, Chief Executive Officer said "I am pleased that after a
significant delay in the approval process for permission to use TierrafilmTM
Backlit in the illuminated advertising boards this has now been granted. This
fundraise will enable us to capitalise on the testing carried out pre-Christmas
in conjunction with two of the United Kingdom's highest profile advertisers and
facilitate a roll out into this marketplace." 
"Dear Shareholder (and for information purposes to the holders of warrants and
options in the Company) 
Share capital reorganisation, share placing and Notice of General Meeting    
Further to the Company's recent announcements with regard to the TerrafilmTM
backlit approvals received from the United Kingdom Out of Home companies
JCDecaux, CBS Outdoor and Clear Channel, the Company has been successful in
procuring subscribers for 55,000,000 new Ordinary Shares - conditional upon,
inter alia, the Resolutions being passed at the General Meeting - at a price of
0.5 pence per share to raise £275,000 before expenses. This will enable the
roll out of this product into the United Kingdom advertising market and will
provide the Company with additional working capital, enable payment to be made
to outstanding creditors and modest stock levels to be held to support product
launches with key customers and support further development of the business. 
Shareholders have already received a copy of the report of the Directors and
Consolidated Financial Statements for the year ended 31 July 2012 and will be
aware of the Company's financial situation. As stated in the Chairman's Report,
the Company has experienced tough trading conditions and significant delays in
approvals since admission of its shares to trading on AIM in September 2011.
Despite this, the Board, albeit cautious about the future, is hopeful that the
Company's products can be successfully exploited in existing and developing
marketplaces and segments. 
Share capital reorganisation 
The Company's Existing Ordinary Shares have a current nominal value of £0.01
per share. The Existing Ordinary Shares are currently trading at a price below
their nominal value and therefore the Company will not be able to raise funds
via an issue of Existing Ordinary Shares. The AIM Rules provide that a company
cannot have more than one class of shares admitted to trading. The Company is
therefore proposing to undertake the Share Capital Reorganisation so that it
can raise further equity capital at a price of 0.5 pence per share. 
Under the Share Capital Reorganisation it is proposed that each Existing
Ordinary Share of £0.01 is sub-divided into one New Ordinary Share of £0.001
nominal value and one B Deferred Share of £0.009 nominal value. This would
result in 63,373,961 New Ordinary Shares, 63,373,961 B Deferred Shares and
26,001,739 Deferred Shares being in issue immediately following the Share
Capital Reorganisation. As such, following the Share Capital Reorganisation,
each shareholder with a holding of an Existing Ordinary Share will have the
same number of New Ordinary Shares as Existing Ordinary Shares held before the
Share Capital Reorganisation. 
The rights attaching to the New Ordinary Shares will be identical in all
respects to those of the Existing Ordinary Shares. The B Deferred Shares will
have the same rights as the Deferred Shares. They will have no voting rights,
no entitlement to attend general meetings of the Company and will carry only
the right to participate in any return of capital to the extent of the amount
paid up or credited as paid up on each Deferred Share after the holders of
Ordinary Shares have received, in aggregate, capital repayments amounting to £
20,000,000. Accordingly, the Deferred Shares and the B Deferred Shares will,
for all practical purposes, be valueless and it is the Board's intention, at an
appropriate time, to cancel the Deferred Shares and the B Deferred Shares. 
Conversion of current liabilities 
Certain creditors, and the Directors, have agreed, subsequent to the Placing,
to convert current liabilities into new Ordinary Shares in the capital of the
Company.  It is estimated that a total of £86,000 of such liabilities will be
Authority to allot new Ordinary Shares 
The Board is reviewing various options to raise further capital in tranches
during the upcoming months and therefore the Directors are seeking authorities
from Shareholders at the General Meeting pursuant to the Companies Act 2006,
inter alia, to issue the Placing Shares and to issue further shares for cash to
ensure the continuation of the Company. The Directors will, however, seek to
maximise the price at which any new Ordinary Shares are issued in order to
minimise dilution to existing Shareholders. 
Full details of the authorities the Directors are seeking at the General
Meeting are set out in the attached Notice of General Meeting. 
General Meeting 
A general meeting of the Company has therefore been convened to be held on 14
March 2013 at 8.45 am (or as soon as the Company's annual general meeting
called for the same day and place at 8.30 am has concluded) at the offices of
DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN. At this meeting
Shareholders' authority will be sought to (i) reorganise the share capital of
the Company by sub-dividing each Existing Ordinary Share into one New Ordinary
Share with a nominal value of £0.001 and one B Deferred Share with a nominal
value of £0.009 and (ii) to grant the Directors the authority to issue, inter
alia, 55,000,000 new Ordinary Shares pursuant to the Placing. 
Shareholders should be aware that in the event that the Resolutions are not
passed the Company willbeunable to undertake the Placing and unlikely to raise
further funds in the immediate future. This will have a detrimental effect on
the Companyand will put the future of the Company in doubt. 
Action to be taken in respect of the General Meeting 
A Form of Proxy is enclosed for use at the General Meeting. Whether or not you
intend to be present at the meeting you are requested to complete, sign and
return the Form of Proxy to the Company's registrars, SLC Registrars Limited,
Thames House, Portsmouth Road, Esher, Surrey KT10 9AD as soon as possible but
in any event so as to arrive not later than 8.45 am on 12 March 2013 in
accordance with the notes to the Form of Proxy. The completion and return of a
Form of Proxy will not preclude you from attending the meeting and voting in
person should you subsequently wish to do so. We would like to draw your
attention to the detailed notes to the Notice of General Meeting and Form of
The Directors unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as they have undertaken to
do in respect of their beneficial holdings amounting, in aggregate to
15,681,901 Existing Ordinary Shares representing approximately 24.7 per cent.
of the Existing Ordinary Shares. 
Yours faithfully 
Leslie Barber" 
Ceres Media International PLC                               Tel: 020 3178 5622  
Alex Dowdeswell                                                                 
Nominated Adviser - Cairn Financial Advisers LLP            Tel: 020 7148 7900  
Liam Murray / Jo Turner                                                         
Broker - XCAP Securities plc                                Tel: 0207 101 7070  
Jon Belliss / Adrian Kirk                                                       
-0- Feb/19/2013 07:00 GMT
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