Placing and update
May 22 2012 - 6:30AM
UK Regulatory
TIDMCMI
CERES MEDIA INTERNATIONAL PLC
("Ceres" or the "Company" or the "Group")
Placing, update and grant of options
Placing
The board announces that the Company, through its broker First Columbus LLP,
has placed 21,000,000 new ordinary shares at a price of 1 pence per share ("the
Placing Price") raising GBP210,000 of funds before expenses ("the Placing").
The proceeds of the Placing will be used for general working capital purposes
and to support further development of the business.
The Company currently has authority to issue 10,324,556 new ordinary shares for
cash and will therefore execute the Placing in two tranches.
The first tranche of 10,000,000 new ordinary shares will occur with immediate
effect. Application has been made to the London Stock Exchange for the
10,000,000 new ordinary shares to be admitted to trading on AIM. Trading in
these shares is expected to occur on or around 28 May 2012.
Admission of the remaining 11,000,000 new ordinary shares will occur in a
second tranche, subject to shareholder approval of further authorities to issue
new ordinary shares in the Company for cash. A circular convening a general
meeting of the Company ("the General Meeting") will shortly be posted to
shareholders seeking, inter alia, such authority.
Proposed Directors' Dealing
The directors of the Company are participating in the second tranche of the
Placing, details of each of the directors' participation in the Placing are set
out in the table below.
In addition to their participation in the Placing, the directors have agreed to
convert certain accrued remuneration costs and unpaid expenses of GBP84,000 in to
8,400,000 new shares in the Company at the Placing Price ("the Conversion").
Details of the Conversion are set out in the table below. The Conversion will
constitute a related party transaction pursuant to the AIM Rules. Shareholders
consent in relation to the Conversion will be sought at the General Meeting. A
further announcement detailing the related party disclosure will be made
subsequent to the General Meeting.
Conditional on shareholder approval at the General Meeting the Company will
issue a further 2,000,000 shares in the Company, at the Placing Price, to
certain other creditors in lieu of balances totalling GBP20,000 ("Creditor
Conversion").
Director Number of Number of Number of Number of % of
existing shares Conversion shares enlarged
shares held subscribed shares following issued share
for in the Placing and capital*
Placing Conversion
A Dowdeswell 3,527,342 2,617,000 3,000,000 9,144,342 14.9%
L Barber 403,089 300,000 4,500,000 5,203,089 8.5%
C Garston 379,938 283,000 900,000 1,562,938 2.5%
*assuming the Placing, Conversion and Creditor Conversion occur
Application for admission to trading on AIM of the second tranche of the
Placing, the Conversion shares and the Creditor Conversion shares, totalling
21,400,000 new ordinary shares, will occur following the General Meeting.
Following the Placing, Conversion and Creditor Conversion, the so enlarged
issued share capital of the Company will comprise 61,373,961 ordinary shares of
1 pence each.
Update
The directors are encouraged by the Group's trading performance since 31
January 2012. As announced on 30 April 2012, the directors remain cautiously
optimistic evidenced by the gradual increase in turnover recorded to date in
2012. Orders received in April 2012 were in excess of the total revenues for
the 6 months to 31 January 2012.
Sales of NatureWovenTM, ChorusTM and GossypTM, whilst still small by comparison
to what the directors believe is their potential, have continued to customers
in both the USA and Europe. Additional orders have been received for Nature
Netting, the Company's new screening product, for high profile events taking
place in the UK during the summer and beyond.
The directors believe that the technical issues surrounding the physical fixing
process for the Group's TierraFilmTM Window Cling product have been resolved
and this upgraded product is expected to be available in the UK and the USA in
June 2012.
Advanced stage testing of the TierraFilmTM Backlit product continues with major
`Out of Home' media owners and the Company anticipates approvals shortly. This
product boasts excellent print quality combined with superior light diffusion
characteristics compared to existing materials used.
Leslie Barber, Chairman, commented: "The indications are that the Company's
product portfolio now meets the quality, usage and price requirements of the
marketplace and the relevant user base. Distribution gains in the USA and
Europe are beginning to show through in sales and the response to
NatureNettingTM and BackLit products in the UK is encouraging. The Company
looks poised to exploit its unique compostable, recyclable and bio-degradable
products in its core markets."
Grant of options
Since the Company's admission to AIM on 13 September 2011, it has agreed to
grant options over 960,000 shares ("Admission Options") to directors and key
senior management. The terms of the Admission Options are set out below:
Vesting period: None
Exercise period: Any time until 13 September 2020
Exercise price: 1p
Performance criteria: Company's share price in excess of 5 pence per share
Directors' participation in the Admission Options is set out in the table
below.
In December 2011, the Company agreed in principal to issue further options to
non-executive directors ("Further Options") with the objective of conserving
cash resources. Conditional on the granting of the Further Options, the
non-executive directors have agreed to waive the cash element of their
remuneration and convert existing remuneration liabilities into shares in the
Company.
The terms of the Further Options are set out below:
Vesting period: None
Exercise period: Any time until 13 September 2020
Exercise price: 1p
Performance criteria: None
Directors' participation in the Further Options is set out in the table below.
Director Admission Further Total
Options Options
A Dowdeswell 500,000 nil 500,000
L Barber 300,000 2,500,000 2,800,000
C Garston nil 1,000,000 1,000,000
Others 160,000 nil 160,000
With the exception of the options granted to C Garston, which are issued by way
of an unapproved scheme, all other options are issued under an EMI scheme.
The grant of the Admission Options and Further Options to directors is a
related party transaction pursuant to the AIM Rules. Shareholder consent in
relation to the grant of the Admission Options and Further Options will be
sought at the General Meeting. A further announcement detailing the related
party disclosure in relation to the options will be made subsequent to the
General Meeting.
For further information, please contact:
Ceres Media International PLC Tel: 020 3178 5622
Alex Dowdeswell / Leslie Barber
Nominated Adviser - Cairn Financial Advisers LLP Tel: 020 7148 7900
Jo Turner / Liam Murray
Broker - First Columbus LLP Tel: 020 3002 2070
Chris Crawford / Kelly Gardiner
END
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