Primorus Inv. Regulatory News (PRIM)

23 May 2007 17:40

CSS Stellar PLC23 May 2007 Immediate Release 23 May 2007 CSS STELLAR ("CSS Stellar" or "the Company") EGM Requisition and press comment by Duncan Soukup The Board of CSS Stellar (excluding Duncan Soukup, Non-executive Director) hasnoted the remarks attributed to Duncan Soukup in today's media on matters ofcorporate governance and compliance and certain errors in relation totransactions that have been carried out by the Company. The Board wishes toprovide further background with regard to these matters. . At the 2006 annual general meeting of the Company, various resolutions toapprove a reduction of capital were approved following which the Companycommenced the court process to sanction the reduction. It subsequently becameapparent during this process that, due to delays in the printing process for thereport and accounts, insufficient notice of the meeting had been given toshareholders. As a result, the implementation of the reduction of capital hasbeen delayed. To remedy the position, the resolutions relating to the capitalreduction (including the resolution to effect the share subdivision) will be putto shareholders at this year's AGM. In finalising the 2006 report and accounts, it was identified that certaintransactions entered into between October 2005 and January 2006 had occurred ata time when the Company had ceased to have sufficient distributable reserves.The Board has reviewed the circumstances and legal effects of the varioustransactions in conjunction with its legal advisers, auditors, Nominated Adviserand independent counsel. Further details of the conclusions of this review andthe actions necessary to remedy these issues will be set out in the circularaccompanying the notice of the 2007 AGM. Implementation of the proposed actionswill be the subject of shareholder resolutions which will be considered as partof the capital reduction process referred to earlier in this announcement. The Board (excluding Mr Soukup), having consulted with its legal advisers,auditors and Nominated Adviser, believes that the matters which have arisen donot have any adverse financial impact. The auditors have advised the Board thatno restatement of the Company's 2005 annual report and accounts will berequired. The Company will shortly be issuing its 2006 annual report andaccounts, which will be consistent with the preliminary announcement of resultsreleased on 15 March 2007. The issue of the 2006 annual report and accounts has been delayed by discussionswith Mr Soukup over the last several weeks which the Board believed were ongoinguntil it received Mr Soukup's EGM requisition notice. The Company will write to shareholders shortly with notice of the date on whichit will convene the EGM. Commenting on the above, Peter Owen, Chairman, stated: "CSS Stellar remains focussed on maximising value for all of its shareholdersand the Company made good progress in improving performance in 2006. We believethat the EGM requisition and the comments attributed to Mr Soukup in today'smedia form part of an attempt to take control of the Board of CSS Stellar but wehave not seen any details of Mr Soukup's proposals for the future of theCompany". For further information please contact: Buchanan CommunicationsBobby Morse / Rebecca Skye Dietrich 0207 466 5000 This information is provided by RNS The company news service from the London Stock Exchange