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Result of GM and Directorate Change
18 November 2013
Results of GM
At the General Meeting of the Company held earlier today all resolutions were duly passed. As a consequence, the Company has disposed of its wholly owned subsidiary Ceres Media plc, and as a result will now be classified as an Investing Company pursuant to AIM Rule 15. The Company's investing policy is set out below.
- Adam Reynolds and Nicholas Nelson appointed to the Board
- Name to be changed to Ducat Ventures Plc
- Completion of Placing raising £285,000
- Appointment of Peterhouse Corporate Finance Limited as sole broker
The Company announces following the General Meeting that Leslie Barber, Alex Dowdeswell and Clive Garston have resigned as directors of the Company and that Adam Reynolds and Nicholas Nelson have been appointed as directors with immediate effect.
Adam Reynolds (aged 51) - Executive Chairman
Mr Reynolds is a former stockbroker, specialising in corporate finance. In 2000 Mr Reynolds set up Hansard Group and listed it on AIM in 2001. Through, a reverse takeover, this became First Africa Oil and Gas Limited, one of the most successful listings on AIM in 2005. Since then Mr Reynolds has built, rescued and re-financed a number of AIM companies including; Table Mountain Minerals/ Plectrum Petroleum Limited which was sold to Cairn Energy in 2007, Cielo/ Curidium Medica Limited which was acquired by Avacta, International Brand Licensing the owner of the Admiral sportswear brand, which has become EKF Diagnostics Holdings Plc and Medavinci which is now Orogen Gold plc. Mr Reynolds is currently a director of EKF Diagnostics Holdings Plc, Orogen Gold Plc, Hubco Investments PLC and Diablo Consulting Limited and Chairman of Autoclenz Limited.
|Current Directorships and Partnerships||Directorships and Partnerships in the past 5 years|
|Hansard Corporate Limited||Wilton International Consulting Limited|
|Alan Bailey (Studios) Limited||Porta Communication Plc|
|EKF Diagnostics Holdings Plc||Diablo Consulting Limited|
|Boldwood Limited||Marlwood Plc|
|Wilton International Marketing Limited||Hub Capital Partners Limited|
|Orogen Gold Plc||Maidborough Limited|
|Biolustre UK Ltd||Charlton Consulting Limited|
|Emotion Fitness Limited||Hansard Group Limited|
|Medavinci Gold Limited||Wilton International Management Group|
|Reyco Limited||TSE Brands Limited|
|Hubco Investments Plc||Wallgate Group Plc|
|Autoclenz Group Limited||BCOMP 415 Limited|
Following the General Meeting and Placing Adam Reynolds has an interest over 79,196,667 ordinary shares representing approximately 9% of the issued share capital of the Company.
In July 2008 Adam Reynolds was appointed as a Non-executive Director to Wallgate Plc and resigned in November 2008. Administrators were appointed to Wallgate plc in January. The estimated deficit to creditors was £419,000
In 1995, Adam Reynolds was appointed as a Non-executive Director of Greenhills Plc and resigned in January 1996. Greenhills Plc was placed into compulsory liquidation in March 1997, following the appointment of receivers in December 1996. Liquidators estimated that the deficit to secured creditors was in excess of £300,000.
There are no further matters that require disclosure in relation to Mr Reynolds pursuant to Schedule 2 (g) of the AIM rules.
Nicholas Christian Paul Nelson (aged 48) - Non-Executive Director
Mr Nelson's career spans 30 years commencing in the mid 1980s as a junior dealer on the floor of the London Stock Exchange, through investment management and into financial Public Relations for 13 years. Accordingly, he has developed a close working knowledge of the stock market, its drivers and administrative challenges.
With his broad knowledge he has assisted on several AIM and ISDX flotations providing logistical and PR support and has been appointed to the board of numerous early stage public companies as part of their admission to the public markets. In all, he has held directorships with six publicly quoted companies principally, to represent their interests in the City and amongst investors during periods of corporate change. Mr Nelson remains on the board of Adams Plc and is Chairman of ISDX quoted Equatorial Mining and Exploration Plc, an investment company in the minerals sector.
Current Directorships and Partnerships Directorships and Partnerships in the past 5 years
|Adams Plc||Hansard Communications Ltd|
|Equatorial Mining and Exploration Plc||DotDigital Group Plc|
|Nexus Financial Ltd||Haggie Nelson LLP|
|NN Limited||Special Risk Insurance Brokers Ltd|
|Rare Minerals Plc|
|Charlton Consulting Ltd|
Following the General Meeting and Placing Nicholas Nelson has an interest over 50,000,000 ordinary shares representing approximately 6% of the issued share capital of the Company.
In 1997 a winding-up order was made against the Multimedia Factory (UK) Limited and administered by the Official Receiver. The deficiency as regards creditors was £44,014 and as these amounts were principally directors' loans and expenses, no further action was taken and the company was dissolved.
Nexfin Limited was incorporated on 14 October 2010 to reserve the name. It never traded and was dissolved some months later.
There are no further matters that require disclosure in relation to Mr Nelson pursuant to Schedule 2 (g) of the AIM rules.
Change of Name
Shareholders have approved that the Company changes its name to Ducat Ventures plc, a new TIDM "DVC" has been applied for and will become active once a change of name certificate has been granted by Companies House.
Share Capital Reorganisation
Following the approval of the share capital reorganisation the par value of the ordinary shares of the Company is £0.0001. The Company's ISIN and SEDOL remain unchanged as a result of the share capital reorganisation.
The Company has raised £285,000 through the issue of 712,500,000 new ordinary shares at a price of £0.0004 per share. The net proceeds of the placing will be used for general working capital purposes.
Application has been made to the London Stock Exchange for the 895,237,295 new ordinary shares to be admitted to trading on AIM. Trading in these shares is expected to commence on or around 8.00 am on 19 November 2013. The new ordinary shares will rank pari passu with the existing ordinary shares.
Appointment of Broker
The Company announces that Peterhouse Corporate Finance Limited has been appointed as sole broker with immediate effect.
The Company's proposed Investing Policy is that the Company will either acquire or invest in a business or businesses which have some or all of the following characteristics:
- strong management with a proven track record;
- ready for investment without the need for material re-structuring by the Company;
- generating positive cash flows or imminently likely to do so;
- via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;
- able to benefit from the Proposed Directors existing network of contacts; and
- the potential to deliver significant returns for the Company.
The Company will focus on opportunities within a range of high growth sectors worldwide such as natural resources, technology and life sciences.
Moreover, the criteria set out above are not intended to be exhaustive and the Proposed Directors may make an investment which does not fulfil any or all of the investment criteria if they believe it is in the best interests of Shareholders as a whole.
Whilst the Proposed Directors will be principally focused on making an investment in private businesses, they would not rule out investment in listed businesses if this presents, in their judgment, the best opportunity for Shareholders.
The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other, more substantial investment opportunities, the Proposed Directors expect that the Company will be more of a passive investor.
The Proposed Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Proposed Directors will also consider appointing additional directors with relevant experience if required.
There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.
Investments may be made in all types of assets and there will be no investment restrictions.
The Company's primary objective is that of securing for the Shareholders the best possible value consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis.
Change of Rule 26 website address
To reflect the Company's new name its Rule 26 website address will change to www.ducatventures.co.uk when the Company receives its change of name certificate, until that time the Company's Rule 26 website address will remain as www.ceresmediaplc.com.
Total Voting Rights
In accordance with the Disclosure and Transparency Rules (DTR 5.6.1R) the Company hereby notifies the market that immediately following Admission its issued share capital will consist of 895,237,295 ordinary shares of £0.0001. The Company does not hold any shares in treasury. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
For further information, please contact:
Ceres Media International plc
+44 (0)79 2152 2920
Cairn Financial Advisers LLP
Liam Murray / Jo Turner
+44 (0)20 7148 7900
Peterhouse Corporate Finance
Lucy Williams/ Fungai Ndoro
+44 (0)20 7469 0936 Ltd
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