SPSM Stallion Resour

TIDMSPSM

RNS Number : 4810V

Sports Stars Media plc

14 January 2013

14 January 2013

Sports Stars Media plc

("SSM" or "the Group")

Notice of GM & Posting of Circular

SSM, the AIM-quoted sports personality media business, has today posted a circular to shareholders convening a general meeting ("GM") to be held at 12 noon on 5 February 2013 at the offices of Cairn Financial Advisers LLP at 61 Cheapside, London EC2V 6AX. The purpose of the GM is to seek authority to disapply statutory pre-emption rights.

A copy of the letter from the Chairman of SSM included in the circular is set out below. The circular is available to download from SSM's website, www.sportsstarsmedia.com, and any defined terms found in this announcement are defined therein.

For further information, please contact:

Sports Stars Media plc +1604 902 2214

Ruben Dias, CEO + 351 932 436 501

www.sportsstarsmedia.com

Nominated Adviser, Cairn Financial Advisers LLP +44 207 148 7900

James Caithie/Avi Robinson

Broker, Dowgate Capital Stockbrokers Limited +44 129 351 7744

Neil Badger

Financial PR, Bishopsgate Communications

Nick Rome/Sam Allen/Matt Low +44 20 7562 3350

sportsstars@bishopsgatecommunications.com

LETTER FROM THE CHAIRMAN OF SPORTS STARS MEDIA PLC

SPORTS STARS MEDIA PLC

(Incorporated in England and Wales with registered number 7752674)

 
 Directors:                                 Registered Office: 
 
 Mr Carlos Amaro (Non-Executive Chairman)   16 Union Road 
 Mr Ruben Dias (Chief Executive Officer)    Cambridge 
 Mr Luís Freire (Finance Director)     CB2 1HE 
 Mr Pedro Maria (Production Director) 
 Mr Ian Buckley (Non-Executive Director) 
 

11 January 2013

To Shareholders and, for information purposes only, to the holders of options over Ordinary Shares

Dear Shareholder,

NOTICE OF GENERAL MEETING

INTRODUCTION

The purpose of this document is to explain the background to and reasons for the General Meeting and to recommend that you vote in favour of the Resolution.

At the end of this document, Shareholders will find the notice of the General Meeting. A Form of Proxy for use at the General Meeting is also enclosed with this document.

BACKGROUND TO AND REASONS FOR THE GENERAL MEETING

On 2 January 2013, the Company announced that it had acquired the rights to the Project in consideration of the issue of the Warrants and that it had raised GBP711,375 in the Placing to fund the development of the Project.

Pursuant to the Placing, the Directors have almost reached the limit of their authority to allot new Ordinary Shares for cash without first offering those new Ordinary Shares to existing Shareholders. The Directors are therefore convening a general meeting to seek authority to issue new Ordinary Shares if the Warrants become exercisable and are exercised, and for the issue of a certain number of new Ordinary Shares to enable the Company to raise additional funds, in each case without applying statutory pre-emption rights.

The Warrants have been issued on terms that their exercise is conditional on such authority for their issue being granted to the Directors. As announced by the Company, the exercise of the Warrants is also conditional on one or more of the following criteria being met:

- signing up of 500,000 bona fide current users to the Project's portal, or

- Newco revenues exceeding EUR2m in any calendar year, or

- Newco's EBITDA exceeding EUR700,000 in any calendar year, or

- Newco or its business being sold for a price in excess of EUR4m, or

- SSM's share price being above 2.5p for any consecutive period of 21 dealing days.

GENERAL MEETING

At the end of this document, Shareholders will find a notice convening the General Meeting to be held at 12 noon on 5 February 2013 at the offices of Cairn Financial Advisers LLP at 61 Cheapside, London EC2V 6AX.

The Resolution is considered in detail below:

Resolution - authority to disapply statutory pre-emption rights

The Companies Act requires that an allotment of new Ordinary Shares for cash may only be made if the new Ordinary Shares are first offered to existing Shareholders on a pre-emptive basis. The Directors do not have authority under the existing authority to allot more than 2,019,991 new Ordinary Shares on a non pre-emptive basis.

As described above, the Directors are seeking to add to this authority with a new authority permitting the Directors to allot new equity securities on a non pre-emptive basis up to -

(i) an aggregate nominal amount of GBP73,102, representing approximately 56.5 per cent. of the total number of Existing Ordinary Shares, on the exercise of the Warrants; and

(ii) otherwise than under paragraph (i) above, an aggregate nominal amount of GBP65,000 or 216,666,666 Ordinary Shares, representing approximately 50.23 per cent of the total number of Existing Ordinary Shares.

In proposing this Resolution, the Directors consider that the Resolution will promote the success of the Company for the benefit of all its Shareholders as it will allow the Directors to fulfil the Company's obligations in relation to the Warrants and give the Board the flexibility to allot further shares from time to time, subject to the limitations set out in the Resolution.

ACTION TO BE TAKEN

Shareholders will find the Form of Proxy enclosed with this document. Whether or not Shareholders intend to be present at the General Meeting, Shareholders are requested to complete and return the Form of Proxy as soon as possible and, in any event, so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 12 noon on 1 February 2013.

The completion and deposit of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they wish to do so.

RECOMMENDATION

The Board considers that the Resolution to be proposed at the General Meeting will promote the success of the Company for the benefit of all of its Shareholders. Accordingly, the Board unanimously recommends you to vote in favour of the Resolution to be proposed at the General Meeting as they themselves intend to do so in respect of their own beneficial holdings of 204,000,000 Ordinary Shares (representing approximately 47.3 per cent. of the Existing Ordinary Shares).

Yours sincerely

Carlos Amaro

Non-Executive Chairman

This information is provided by RNS

The company news service from the London Stock Exchange

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