13 May 2009 07:00
A circular to shareholders, convening a General Meeting on 29 May 2009, has been posted to the Company's shareholders. The Circular will be available on the Company's website and is set out in full below.
Enquiries:
Vitesse Media Plc Sara Williams +44 20 7250 4010
Seymour Pierce Ltd
Richard Feigen +44 207 107 8000
Nandita Sahgal
Sarah Jacobs
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
The London Stock Exchange has not itself examined or approved the contents of this document. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority and the AIM Rules are less demanding than those of the Official List of the UK Listing Authority.
Vitesse Media plc
(Incorporated and registered in England and Wales under the Companies Act 1985
with registered number 02607995)
Proposed sale of the Group's
Smallbusiness website
and
Notice of a General Meeting
Your attention is drawn to the letter from the Independent Non-Executive Director of the Company, which is set out on pages 6 to 8 of this document and which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as the Company's nominated adviser under the AIM Rules in connection with the Sale and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to herein. The responsibilities of Seymour Pierce Limited as the Company's nominated adviser and broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, shareholder or any other person. Seymour Pierce Limited is not making any representation or warranty, express or implied, as to the contents of this document.
Notice of a General Meeting of the Company to be held at the offices of Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN at 9.00 am on Friday 29th May 2009 is set out at the end of this document. Shareholders will find enclosed a Form of Proxy for use at the General Meeting. To be valid, a Form of Proxy, completed and executed in accordance with the instructions printed thereon, should be returned to Share Registrars Proxies Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surry, GU9 7LL by not later than 9.00am on Wednesday 27th May 2009.
CONTENTS
Page
Expected Timetable of Principal Events 3
Definitions 4
Letter from the Independent Non-Executive Director of Vitesse Media plc 6
Notice of General Meeting 9
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
1. Latest time and date for receipt of Forms of Proxy
9.00am on Wednesday 27th May 2009
2. General Meeting
9.00am on Friday 29th May 2009
3. Expected date of Completion of the Sale
Friday 29th May 2009
All references in this document are to London times unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
| "Act" | the Companies Act 2006 |
| "AIM" | the market of that name operated by the London Stock Exchange |
| "AIM Rules" | the AIM Rules For Companies as published by the London Stock Exchange from time to time |
| "Business" | The business of Vitesse Media plc |
| "Company" or "Vitesse Media" | Vitesse Media plc, a public limited company incorporated and registered in England and Wales with company number 02607995 whose registered office is at 20 Black Friars Lane, London EC4V 6HD |
| "Completion" | completion of the Sale pursuant to the terms of the Website Purchase Agreement |
| "Directors" or "Board" | directors of the Company, whose names are set out on page 6 of this document |
| "GM" or "General Meeting" | the general meeting of the Company convened for 9.00am on Wednesday 29th May 2009, notice of which is set out at the end of this document |
| "GM Notice" | the notice convening the GM which is set out at the end of this document |
| "Form of Proxy" | the form of proxy enclosed with this document for use in connection with the GM |
| "Group" | the Company and its subsidiaries and subsidiary undertakings |
| "London Stock Exchange" | London Stock Exchange plc |
| "Ordinary Shares" | the ordinary shares of 10p each in the capital of the Company |
| "Related Party" | a related party for the purposes of Rule 13 of the AIM Rules |
| "Related Party Transaction" | a related party transaction for the purposes of Rule 13 of the AIM Rules |
| "Resolution" | the resolution set out in the GM Notice at the end of this document |
| "Sale" | the proposed sale of the Website under the terms of the Website Purchase Agreement |
| "Shareholders" | holders of Ordinary Shares |
| "Tudor Myles Ventures" | Tudor Myles Ventures Limited, a private limited company incorporated and registered in England And Wales with Company number 03694326 whose registered office is at Airport House, Suite 43-45 Purley Way, Croydon, Surrey CR0 0XZ |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "Website" | the business of owning and operating the website Smallbusiness.co.uk together with the property, rights and assets of the Company that comprise that business |
| "Website Purchase Agreement" | the share sale and purchase agreement proposed to be entered into between between (1) Vitesse Media and (2) Tudor Myles Ventures in relation to the Sale |
| "Working Capital" | all debtors less all creditors of the Company as at the date of Completion as set out in the agreed final completion accounts |
Letter from the Senior Independent Director
Vitesse Media Plc
(Incorporated in England and Wales with registered number 2607995)
Directors: Registered Office:
Sara Willams, Chairman and Chief Executive Officer 20 Black Friars Lane
Leslie Koht Copeland Chief Operating Officer London
Niki Baker,-Executive Director EC4V 6HD
Peter Williams, Non-Executive Director
Andrew Brode, Non-Executive Director
12th May 2009
To Shareholders and, for information only, to option holders
Dear Shareholder,
Introduction
In November 2008, the Company announced it had raised £167,942 net of expenses the proceeds of which were used to fund investment into online assets and working capital for the group. Since then trading has remained extremely difficult in the current conditions.
The Company is proposing to enter into an agreement with Tudor Myles Ventures for the sale of the Website in consideration of the payment to the Company of £170,000 . It is proposed that under the terms of this agreement, Tudor Myles Ventures will grant an option to the Company to acquire the Website for £170,000 at any time within the three year period immediately following completion thereof. The Company will also enter into an outsourcing agreement with Tudor Myles Venture in relation to the Website, further details of which are set out below.
Background
For the six-month period from 1 September 2008 to 28 February 2009, the Company has traded at breakeven. However, this has meant that it has not been able to rebuild its working capital during this period, notwithstanding the fundraising that occurred in November 2008. In March and April 2009, the business will have made losses and the board considers that it would be prudent to put in place a funding arrangement and also to take further measures to ensure the profitability of the business.
Proposal on financing
Tudor Myles Ventures, a company owned by Peter and Sara Williams, has made an offer to purchase the Website on, inter alia, the following terms:
The purchase price shall be £170,000 payable to the Company in cash on completion;
Tudor Myles Ventures shall grant to the Company an option to repurchase the Website at any time within the next three years at an exercise price of £170,000 (the "Option");
The Company shall enter into a outsourcing agreement with Tudor Myles Ventures for a term of three years pursuant to which the Company will agree to operate the Website and which allows the Company to retain any profits made by the Website during this period in exchange for payment of an annual fee of £17,000 to Tudor Myles Ventures;
The Company will in the event of a further fundraising of sufficient size repurchase the asset in consideration of the issue to Peter Williams and Sara Williams of ordinary shares of a value of £170,000 at the placing price of such fundraising.
The option of the Company to repurchase the asset means that the Company can repurchase out of future profits or by raising new external finance. The option will enable the Company to sell the asset to a third party buyer for a sum in excess of £170,000.
The revenue of the Website for the 12 months to January 31st 2009 was £452,081. The net profit was £54,128.
The net proceeds of the sale will be used for working capital purposes.
Measures to ensure the future profitability of the business
The company intends to put into place the following plans:
The closure of M & A magazine, although the brand will continue through its events, such as M & A Awards, a 16-page supplement incorporated into Business XL magazine, its web site www.MAndADeals.co.uk and proposed research documents
The loss of 6 posts within the business
The annualised cost savings of the magazine closure, the redundancies mentioned above and other initiatives taken in this financial year are £477,000.
Since June 2008, the Directors of the Company have, through a wide variety of cost savings and operational efficiencies, delivered annualised cost savings of just under £1.5m
Related Party Transaction
Given that Sara Williams is the Chairman and Chief Executive Officer and Peter Williams is a Non-Executive Director of the Company, the Sale constitutes a Related Party Transaction under the AIM Rules for Companies and the Companies Act.
The Independent Directors, having consulted the nominated advisor of the Company, Seymour Pierce Limited, consider the terms of the Offer to be fair and reasonable insofar as the shareholders are concerned.
Substantial Property Transaction
Tudor Myles Ventures is owned by Peter and Sara Williams, both of whom are directors of the Company. Tudor Myles Ventures is therefore a 'connected person' in relation to both Peter and Sara Williams for the purposes of the Act. Accordingly, both the Sale to Tudor Myles Ventures and entry by into the Company into the Option with Tudor Myles Ventures constitute substantial property transactions for the purposes of section 190 of the Act requiring approval of the Shareholders in a meeting of the Shareholders.
The General Meeting
Set out at the end of this document is a notice convening a General Meeting of the Company to be held at Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN on 29th May at 9.00 a.m. (the "GM").
The GM has been convened to consider and, if deemed fit, pass resolutions:
(a) To approve the Sale under the terms of the Website Purchase Agreement for the purposes of section 190 of the Act; and
(b) To approve the entry by the Company into the Option under the terms of the Website Purchase Agreement for the purposes of section 190 of the Act.
Action to be taken by Shareholders
Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Registrar, Share Registrars, Craven House, West Street, Farnham, Surrey GU9 7EN as soon as possible and in any event not later than 9.00 a.m. on 27th May 2009. Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person at the Extraordinary General Meeting should they so wish.
Recommendation
The Independent Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and shareholders as a whole and unanimously recommend that you vote in favour of them as they intend to do in respect of their own beneficial holdings of shares, totalling 759,938 Ordinary Shares, representing 2.97 per cent. of the issued share capital of the Company.
Yours faithfully,
Andrew Brode
Non-Executive Director
Notice of General Meeting
Notice is hereby given that a General Meeting (the "Meeting") of Vitesse Media plc (the "Company") will be held at Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN at 9:00 a.m. on FRIDAY 29th May.
You will be asked to consider and vote on the resolutions below, which will be proposed as ordinary resolutions.
RESOLUTIONS
"THAT the sale by the Company of the business of owning and operating the website known as www.smallbusiness.co.uk together with the property, rights and assets of the Company that comprise that business for the sum of £170,000 to Tudor Myles Ventures Limited being a company connected with Peter Williams and Sara Williams, who are directors of the Company, be approved."
"THAT the entry by the Company into an option agreement pursuant to which the Company shall be entitled to acquire the business of owning and operating the website known as www.smallbusiness.co.uk together with the property, rights and assets of the Company that comprise that business for the sum of £170,000 from Tudor Myles Ventures Limited being a company connected with Peter Williams and Sara Williams, who are directors of the Company, be approved."
By order of the Board
Susan Fadil, FCIS
for and on behalf of
Mawlaw Secretaries Ltd
Company Secretary
Registered office: 20 Black Friars Lane, London, EC4V 6HD
12 May 2009
Notes to the Notice of General Meeting
Entitlement to attend and vote
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company's register of members at:
shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form [with this notice of meeting]. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3 . If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, contact the company registrars at: Share Registrars at Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxy by joint members
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars at Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
10. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
In either case, the revocation notice must be received by Share Registrars at Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL no later than 9.00 am on 27th May 2009.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
Corporate representatives
11. In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that:
(i) if a corporate member has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that member at the Meeting, then, on a poll, those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and
(ii) if more than one corporate representative for the same corporate member attends the Meeting but the corporate member has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative.
Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives - www.icsa.org.uk - for further details of this procedure. The guidance includes a sample form of representation letter to appoint the Chairman as a corporate representative as described in (i) above.
Issued shares and total voting rights
12. As at 1.00pm on Tuesday 12th May 2009 the Company's issued share capital comprised 25,603,787 ordinary shares of 10p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 1.00pm on Tuesday 12th May 2009 is 25,603,787
Nominated persons
13. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights ("Nominated Person"):
Voting
14. Voting on all resolutions will be conducted by way of a poll rather than on a show of hands.
Communication
15. Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):
You may not use any electronic address provided either:
to communicate with the Company for any purposes other than those expressly stated.