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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     Placing  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 converted.  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 Proxy.  Recommendation  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"  Enquiries:  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                                                        END 
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