OptiBiotix Health Regulatory News (OPTI)

This announcement should not be forwarded or transmitted in or into the UnitedStates, Canada, Australia, South Africa, Japan or any other jurisdiction whereit would be illegal to do so. The ordinary shares have not been, registeredunder the United States Securities Act 1933 (as amended) or under any of therelevant securities laws of any state of the United States or of Canada,Australia, South Africa or Japan. Accordingly, none of the Company's ordinaryshares may (unless an exemption under relevant securities laws is applicable)be offered, sold, resold or delivered, directly or indirectly, in or into theUnited States, Canada, Australia, South Africa or Japan or for the account orbenefit of any such person located in the United States, Canada, Australia,South Africa or Japan. Ceres Media International Plc ("Ceres" or the "Company") Notice of General Meeting Ceres Media International Plc announces that it is today posting a circular toshareholders ("Circular") containing a notice convening a general meeting ofthe Company ("General Meeting")to be held at 9.00a.m. on 18 November 2013, atthe offices of Peterhouse Corporate Finance Limited, 31 Lombard Street,EC3V 9BQ. The Circular contains proposals (the "Proposals") for, inter alia: * the disposal of its trading subsidiaries * the adoption of an Investing Policy under AIM Rule 15 * the reorganisation of the share capital of the Company * a placing by Peterhouse Corporate Finance Limited of ordinary shares at a price of £0.0004 to raise £285,000 * the issue of warrants * the change of name Summary Following the Company's interim results for the six month period to 31 January2013, the board of the Company (the "Board") has been reviewing the performanceof the business. The Board has now concluded that due to the limited resourcesand difficult trading conditions faced by the trading subsidiaries, theperformance of the Company and its subsidiaries is not currently strong enoughto generate revenues to support the costs associated with being quoted on apublic market. The directors of the Company (the "Directors") are therefore proposing todispose of the Company's subsidiary Ceres Media Plc, which is the holdingcompany of the group's trading companies, to Alexander Dowdeswell, Ceres' ChiefExecutive, for a consideration based on the future performance of the business. In order to recapitalise the Company, Peterhouse Corporate Finance Limited hasconditionally raised £285,000 at £0.0004 per placing share, through the placingof 712,500,000 new ordinary shares for working capital purposes, and in orderto fulfil its proposed Investing Policy. Peterhouse will be appointed as sole broker to the Company immediatelyfollowing the General Meeting. Following the approval of the resolutions at the General Meeting, it is theintention of the proposed Directors for the Company to raise up to £81,352through an open offer pursuant to which up to 203,380,942 new ordinary shareswill be offered at an issue price of £0.0004 per share to existingshareholders. It is proposed that the name of the Company be changed to Ducat Ventures Plc. Conditional upon the approval of the Proposals, Leslie Barber and Clive Garstonwill be allotted 47,150,000 new ordinary shares, in aggregate, in full andfinal settlement of fees owed to them by the Company. It is proposed that immediately following the General Meeting Adam Reynoldswill join the Board as Executive Chairman and Nicholas Nelson as Non-ExecutiveDirector and that Leslie Barber, Alex Dowdeswell and Clive Garston will resignfrom office with no compensation for loss of office, and will waive all claimsagainst the Company under their appointment letters, except those claimsalready included in the Circular. The Directors consider the Proposals to be in the best interests of the Companyand the shareholders as a whole as the only alternative will be cessation oftrading and realisation of assets, which the Directors believe would deliververy little or no value to its shareholders. The Directors therefore recommendthat you vote in favour of the resolutions to be proposed at the GeneralMeeting as they intend to do themselves in respect of their direct and indirectshareholdings totalling 26,922,726 shares representing approximately 19.85 percent. of the issued share capital of the Company. A copy of the Circular is available at www.ceresmediaplc.com. Furtherinformation extracted from the Circular is set out below. For further additional information please contact: Ceres Media International PLC Tel: 020 3178 5622 Alex Dowdeswell/Leslie Barber Nominated Adviser, Cairn Financial Advisers Tel: 020 7148 7900 Liam Murray/Jo Turner Peterhouse Corporate Finance Tel: 020 7469 0936 Lucy Williams/Fungai Ndoro The following has been extracted from the Circular without material adjustment: To Shareholders (and for information purposes to the holders of warrants andoptions in the Company) Introduction The purpose of this letter is to provide you with the background to and thereasons for, the proposed disposal of Ceres Media Plc, the adoption of anInvesting Policy under AIM Rule 15, the reorganisation of the share capital ofthe Company and other matters to be proposed at the General Meeting. Inaddition, it is to explain why the Directors consider these proposals to be inthe best interests of the Company and Shareholders as a whole and why theyrecommend that Shareholders should vote in favour of the Resolutions to beproposed at the General Meeting. The Notice of the General Meeting, togetherwith a Form of Proxy is included with this Document. The Company's interim results for the six month period to 31 January 2013,showed a loss for the period of £89,861 (2012: loss £454,945). Following theseresults, the Board has been reviewing the performance of the business. Althoughthe operating revenues of the Company have increased during the years followingthe Company's admission to AIM they have not reached the level anticipated atthe time of admission and CMI's administrative overheads have also increased,resulting in far greater losses than expected. The Board has now concluded thatdue to the limited resources and difficult trading conditions faced by CMI'strading subsidiaries, the performance of the Company and the Subsidiaries isnot currently strong enough to generate revenues to support the costsassociated with being quoted on a public market. The Directors are therefore proposing to dispose of the Company's subsidiaryCeres Media Plc, which is the holding company of the group's trading companies,to Alexander Dowdeswell, CMI's Chief Executive, for a consideration based onthe future performance of the business. The Board has also reached agreementswith various creditors of the Company to settle outstanding debts, leaving CMIsubstantially free of debt, apart from those occurring from ongoingadministrative costs. In order to recapitalise the Company, Peterhouse Corporate Finance Limited hasconditionally raised £285,000 at £0.0004 per Placing Share, through the placingof 712,500,000 new Ordinary Shares. The Placing Shares will be issued followingthe passing of Resolution 1. Should Resolution 1 not be passed at the GeneralMeeting, the Company will have insufficient working capital to fulfil itsproposed Investing Policy. Conditional on the passing of the Resolution 1, Alex Dowdeswell, Leslie Barberand Clive Garston will resign as Directors immediately following the conclusionof the General Meeting and Nicholas Nelson and Adam Reynolds will be appointedas directors of the Company. The Circular sets out the background to and the reasons for the Proposals andseeks Shareholders' approval of them. A notice convening a General Meeting for9.00 a.m. on 18 November 2013, at the offices of Peterhouse Corporate FinanceLimited, 31 Lombard Street, London, EC3V 9BQ, to consider the Resolutions, isset out at the end of this Circular. Recommendation The Directors consider the Proposals to be in the best interests of the Companyand the Shareholders as a whole as the only alternative will be cessation oftrading and realisation of assets, which the Directors believe would deliververy little or no value to its Shareholders. The Directors therefore recommendthat you vote in favour of the Resolutions as they intend to do themselves inrespect of their direct and indirect shareholdings totalling 26,922,726 shares,representing approximately 19.85 per cent. of the share capital of the Company. Information on Ceres Media PLC Ceres Media Plc, a subsidiary of CMI, is the holding company of NaturalAdCampaign Limited, which was formed to identify and develop natural,sustainable and environmentally-friendly products. Natural AdCampaign Limitedis split into two divisions, Natural AdCampaign Print and NAC IndustrialProducts. Natural AdCampaign Print focuses on the large format retail printing andadvertising sector concentrating on the recent introduction and stocking of its100% oil free compostable TierraFilmTM products into the US and Europeanmarkets. The business sells variants of this product for the Backlit, Clear andWindow film markets. NAC Industrial Products focuses on the construction and plumbing and heatingindustries aimed at the temporary protective flooring markets. NatureFloorTMChorus and Gossyp have been developed as a variant of the NatureWovenTM printmaterials and have improved characteristics over current materials usedincluding ease of laying, lay flat, tensile strength and water barrierincorporation. These products additionally have the added feature, as with allCeres products, of being recyclable therefore reducing landfill requirementsand associated fees for constructors. Trading within the print business remains challenging and although significantwork has been done on utilising technology to develop suitable products, thebusiness experiences continued ongoing delays in testing by potential customersand downward pricing pressure caused by current economic conditions. This hascaused a slower than expected uptake of material adoption within this sector. The recently launched industrial products business is still at a relativelyearly stage in its life with significant work still required to fully developand roll out the marketplace within the United Kingdom. Within the currenteconomic conditions it is difficult to forecast the speed of adoption of thesenew products in this market and the likely ultimate size of this business. Background to and reasons for the Disposal Since admission to AIM in September 2011, the Company has continued toexperience difficult trading conditions which have manifested into the slowerthan anticipated adoption of its new printing materials by both the out of homeadvertising and in store point of sales markets. As stated above, the Companyhas recently looked at a number of ways to make the Subsidiaries sufficientlyprofitable to support CMI. As a consequence of the disappointing revenues ofthe Subsidiaries, the Company is no longer able to finance the operations ofNatural AdCampaign Limited. Therefore, as part of the Proposals, the Companyintends to divest its trading operations. The Disposal and Related Party Transaction Pursuant to the SPA, Alexander Dowdeswell has agreed to buy and CMI has agreedto sell, the entire issued share capital of Ceres Media Plc. The consideration(subject to a maximum amount of £375,000) is equal to certain percentages ofall gross sales (excluding VAT) by Ceres Media plc and its subsidiaries, forcertain products, during the period of 24 months following the completion ofthe sale. In the event of (i) a sale, transfer or other disposal of an interest in anyshares of any Subsidiary to a third party purchaser which results in a changeof control or (ii) the disposal of all or a substantial part of the business,assets, property or undertaking of the Subsidiaries to a third party purchaseror (iii) the successful public listing of all or any shares of any Subsidiary(or of any holding company), in each case up to and including the thirdanniversary of the completion of the Disposal, CMI will be entitled to certainadditional monies if the consideration due to the relevant seller or, in thecase of a public listing, the market capitalisation of the relevant company("Consideration"), is more than £500,000. If, in the event of a business saleor share sale, the Consideration is more than £500,000, then CMI will beentitled to receive a sum equal to 25% of the amount by which the Considerationexceeds £500,000. In the event of a listing, if the Consideration is more than£500,000, then CMI shall be entitled to receive a sum equal to 15% of theamount by which the Consideration exceeds £500,000. Under AIM Rule 15, the Disposal is considered a fundamental change in thebusiness and requires the consent of Shareholders. The sale of the Ceres Media plc is also a related party transaction under theAIM Rules as Alex Dowdeswell is a Director of the Company. Under the AIM Rules,if an AIM company enters into a related party transaction, the independentdirectors are required to consider, after consultation with the Company'snominated adviser, whether the terms of the transaction are fair and reasonableinsofar as the Shareholders are concerned. The Independent Directors consider,having consulted with Cairn, the Company's nominated adviser, that the terms ofthe Disposal are fair and reasonable insofar as the Company's Shareholders areconcerned. Resolution 3 seeks Shareholders' approval for the Disposal. Share Capital Reorganisation The Existing Ordinary Shares have a current nominal value of £0.001 per share.The Company will not be able to raise funds via an issue of Existing OrdinaryShares at the current trading price. The AIM Rules provide that a companycannot have more than one class of shares admitted to trading. The Company istherefore proposing to undertake the Share Capital Reorganisation so that itcan raise further equity capital at a price of £0.0004 per share. Under the Share Capital Reorganisation it is proposed that each ExistingOrdinary Share of £0.001 is sub-divided into one New Ordinary Share of £0.0001nominal value and one `C' Deferred Share of £0.0009 nominal value. This wouldresult in 135,587,295 New Ordinary Shares, 26,001,739 `A' Deferred Shares,63,373,961 `B' Deferred Shares and 135,587,295 `C' Deferred Shares being inissue immediately following the Share Capital Reorganisation. As such,following the Share Capital Reorganisation, each shareholder with a holding ofan Existing Ordinary Share will have the same number of New Ordinary Shares asExisting Ordinary Shares held before the Share Capital Reorganisation. The rights attaching to the New Ordinary Shares will be identical in allrespects to those of the Existing Ordinary Shares. The `C' Deferred Shares willhave no voting rights, no entitlement to attend general meetings of the Companyand will carry only the right to participate in any return of capital to theextent of the amount paid up or credited as paid up on each `C' Deferred Shareafter the holders of Ordinary Shares have received, in aggregate, capitalrepayments amounting to £30,000,000. Accordingly, the `C' Deferred Shares (asare the `A' Deferred Shares and the `B' Deferred Shares) will, for allpractical purposes, be valueless and it is the Board's intention, at anappropriate time, to cancel all three classes of deferred shares. The Placing Conditional upon the approval of the Proposals at the General Meeting,Peterhouse has placed 712,500,000 new Ordinary Shares at a price of £0.0004,raising £285,000 before expenses. In addition to the Placing Shares, the Company will issue one warrant for everyone Placing Share issued, exercisable at a price of £0.0004 per warrant at anytime up to three years from issue. Appointment of Sole Broker Peterhouse will be appointed as sole broker to the Company immediatelyfollowing the General Meeting. Use of Proceeds As part of the Proposals, the Board has come to agreements with certaincreditors to settle the amount owed by the Company. Following the settlement ofthese creditors, the Company will be substantially free of debt, apart fromthose occurring from ongoing administrative costs. The proceeds of the Placing and the receivables from the Disposal will be usedto settle outstanding creditors, as mentioned above, and will provide theCompany sufficient working capital for at least 12 months from becoming anInvesting Company. Open Offer Following the approval of the Resolutions at the General Meeting, it is theintention of the Proposed Directors for the Company to raise up to £81,352through an Open Offer pursuant to which up to 203,380,942 new Ordinary Shareswill be offered at an issue price of £0.0004 per share to ExistingShareholders. The Open Offer will only be made to Existing Shareholders, excluding, for theavoidance of doubt, holders of Placing Shares and Conversion Shares, whosenames appear on the register of members of the Company on the Record Date asholders of Existing Ordinary Shares. Each Shareholder's entitlement will becalculated on the basis of three Open Offer shares for every two ExistingOrdinary Shares held at the Record Date. Subscribers to the Open Offer shares will be granted one warrant for every OpenOffer share subscribed for, exercisable at a price of £0.0004 per warrant, atany time up to three years from issue. The proceeds of the Open Offer will be used to provide additional workingcapital for the Company. The Directors consider the Open Offer to be fair and reasonable and in the bestinterests of Shareholders and the Company and therefore unanimously recommendthat Existing Shareholders take up their rights under the Open Offer, as LeslieBarber and Clive Garston intend to do. Sale of New Ordinary Shares to Peterhouse Should Shareholders wish to divest their investment in the Company, suchShareholders may do so by notifying Peterhouse within 30 calendar days of thedate of this Circular. Peterhouse has agreed to arrange the execution of a saleof any Ordinary Shares (created following the completion of the Share CapitalReorganisation) held by Shareholders wishing to sell the same to its clientsfor £0.0004 per share. This sale facility effectively values the whole of theExisting Ordinary Shares, prior to the Placing, at approximately £50,000. Alternatively, Shareholders are free to retain their new Ordinary Shares orsell them in the market as they see fit. Existing Shareholders on the RecordDate will be eligible to participate in the Open Offer irrespective of whetherthey continue to hold their New Ordinary Shares. Shareholders wishing to take advantage of the above sale facility shouldcontact Peterhouse directly on 020 7469 0934 or 020 7469 0936. Directors' Settlement As part of the Proposals, Leslie Barber and Clive Garston, directors of theCompany, have agreed to settle outstanding directors' fees owed to them by theCompany. Conditional upon the approval of the Proposals, Leslie Barber andClive Garston will be issued the Conversion Shares (in aggregate 47,150,000 newOrdinary Shares) in full and final settlement of fees owed to them by theCompany. Dis-application of pre-emption rights and authority to allot shares In order to facilitate the proposed Placing, as described above and to enablethe Company to raise further funds to implement its intended Investing Policywith minimal limitations, it is necessary for the Directors to seek authorityfrom Shareholders at the General Meeting pursuant to the Companies Act 2006 to,inter alia, issue the Placing Shares and to issue further shares for cash. TheDirectors may look to raise additional funds for the Company following theGeneral Meeting, subject to any necessary resolutions being approved byShareholders. Full details of the authorities the Directors are seeking at the GeneralMeeting are set out in the attached notice of General Meeting. Change of Name Subject to Shareholders' approval of the Proposals, it is proposed that thename of the Company be changed to Ducat Ventures Plc. Proposed Directors Subject to the Resolution 1 being passed, it is proposed that immediatelyfollowing the General Meeting Adam Reynolds will join the Board as ExecutiveChairman and Nicholas Nelson as Non-Executive Director and that Leslie Barber,Alex Dowdeswell and Clive Garston will resign from office with no compensationfor loss of office, and will waive all claims against the Company under theirappointment letters, except those claims already included in the Document. Adam Reynolds (aged 51) - Executive Chairman Adam is a former stockbroker, specialising in corporate finance. In 2000 Adamset up Hansard Group and listed it on AIM in 2001. Through, a reverse takeover,this became First Africa Oil and Gas, one of the most successful listings onAIM in 2005. Since then Adam has built, rescued and re-financed a number of AIMcompanies including Table Mountain Minerals/Plectrum which was sold to CairnEnergy in 2007, Cielo/Curidium which was acquired by Avacta, InternationalBrand Licensing the owner of the Admiral sportswear brand, which has become EKFDiagnostics Holdings Plc and Medavinci which is now Orogen Gold. He iscurrently a director of EKF Diagnostics Holdings Plc, Orogen Gold Plc, HubcoInvestments PLC and Diablo Consulting Limited and Chairman of AutoclenzLimited. Nicholas Nelson (aged 48) - Non-Executive Director Nicholas's City career spans 30 years commencing in the mid 1980s as a juniordealer on the floor of the Stock Exchange, through investment management andinto financial Public Relations for 13 years. Accordingly, he has developed aclose working knowledge of the stock market, its drivers and administrativechallenges. With his broad knowledge he has assisted on several AIM and ISDX flotationsproviding logistical and PR support and has been appointed to the boards ofnumerous early stage public companies as part of their admission to the publicmarkets. In all, he has held directorships with six publicly quoted companiesprincipally to represent their interests in the City and amongst investorsduring periods of corporate change. Nicholas remains on the board of Adams Plcand is Chairman of ISDX quoted Equatorial Mining and Exploration Plc, aninvestment company in the minerals sector. Investing Policy The Company's proposed Investing Policy is that the Company will either acquireor invest in a business or businesses which have some or all of the followingcharacteristics: * 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 sectorsworldwide such as natural resources, technology and life sciences. Moreover, the criteria set out above are not intended to be exhaustive and theProposed Directors may make an investment which does not fulfil any or all ofthe investment criteria if they believe it is in the best interests ofShareholders as a whole. Whilst the Proposed Directors will be principally focused on making aninvestment in private businesses, they would not rule out investment in listedbusinesses if this presents, in their judgment, the best opportunity forShareholders. The Company intends to be an active investor in situations where the Companycan make a clear contribution to the progress and development of theinvestment. In respect of other, more substantial investment opportunities, theProposed Directors expect that the Company will be more of a passive investor The Proposed Directors believe that their broad collective experience togetherwith their extensive network of contacts will assist them in theidentification, evaluation and funding of appropriate investment opportunities.When necessary, other external professionals will be engaged to assist in thedue diligence on prospective targets and their management teams. The ProposedDirectors will also consider appointing additional directors with relevantexperience if required. There will be no limit on the number of projects into which the Company mayinvest, and the Company's financial resources may be invested in a number ofpropositions or in just one investment, which may be deemed to be a reversetakeover pursuant to Rule 14 of the AIM Rules. Where the Company builds aportfolio of related assets it is possible that there may be cross-holdingsbetween such assets. The Company does not currently intend to fund anyinvestments 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 investmentrestrictions. The Company's primary objective is that of securing for the Shareholders thebest possible value consistent with achieving, over time, both capital growthand income for Shareholders through developing profitability coupled withdividend payments on a sustainable basis. Share certificates No new share certificates are being issued in respect of Existing OrdinaryShares held in certificated form but any new share certificates will be issuedin the name of Ducat Ventures Plc. Shareholders should retain their existingshare certificates which will continue to be valid. Action to be taken Shareholders will find a Form of Proxy enclosed for use at the General Meeting.Whether or not you intend to be present at the General Meeting, you arerequested to complete and return the Form of Proxy in accordance with theinstructions printed thereon as soon as possible. To be valid, completed Formsof Proxy must be received by the Company's registrars, SLC Registrars, notlater than 9.00 a.m. on 14 November, being 2 business days before the timeappointed for holding the General Meeting. You are entitled to appoint a proxyto attend and to exercise all or any of your rights to vote and to speak at theGeneral Meeting instead of you. Completion of the Form of Proxy will notpreclude you from attending and voting at the General Meeting in person if youso wish. Your attention is drawn to the notes to the Form of Proxy. Recommendation The Directors consider the Proposals to be in the best interests of the Companyand the Shareholders as a whole as the only alternative will be cessation oftrading and realisation of assets, which the Directors believe would deliververy little or no value to its Shareholders. The Directors therefore recommendthat you vote in favour of the Resolutions as they intend to do themselves inrespect of their direct and indirect shareholdings totalling 26,922,726 sharesrepresenting approximately 19.85 per cent. of the issued share capital of theCompany. Yours faithfully, Leslie Barber Non-Executive Chairman For and on behalf of the Board

Ceres Media International PLC