PTCM.L Regulatory News (PTCM)

28 Jul 2006 15:44

Media Steps Group PLC28 July 2006 28 July 2006 Media Steps Group plc Notice of EGM Media Steps Group plc ("Media Steps or the "Company") have today sent a noticeof EGM to their shareholders, the main text of which is set out below: 1. BACKGROUND Continued poor trading in the Company's former subsidiary Media Steps (UK)Limited and a failure to source additional finance threatened to make the Groupinsolvent. The sale of Media Steps (UK) Limited together with its assets andliabilities for £1 and the retention of remaining cash within the Company havenow allowed us to stabilise matters. Due to the sale of Media Steps (UK) Limited the Company has received advice fromits tax advisers that it no longer ranks as a "qualifying investment" for thepurposes of the Enterprise Investment Scheme or as a "qualifying company" forthe purposes of investment by Venture Capital Trusts. Due to the losses incurred since incorporation and the write-off of investmentin Media Steps (UK) Limited, upon its disposal, the Directors are now aware thatthe Company's net assets are now less than fifty per cent of it's paid up sharecapital. As such, and in accordance with the requirements of Section 142 of theCompanies Act 1985, the Company is convening the EGM. At the EGM the Directors will be seeking approval from shareholders to allow theCompany to continue in business for a period of 12 months from the EGM in orderto allow it to implement a revised strategy. At the same time, shareholders will also be asked to approve a change of thename of the Company to avoid continuing confusion with the continuing businessof Media Steps (UK) Limited. 2. LOSS OF CAPITAL Section 142 of the Companies Act 1985 requires that where a company incurslosses and as a result the aggregate of share capital and reserves is less thanhalf of paid up share capital it is required to consult with shareholders as towhether any, and if so what, steps should be taken to deal with the situation. Because of the losses incurred since incorporation, including the write-off ofour investment in Media Steps (UK) Limited, the Directors believe that theCompany is now in such a position and therefore the EGM is being convened inaccordance with the requirements of the Companies Act 1985 in order to considerwhat steps should be taken to deal with the situation. The Directors areproposing a future strategy details of which are set out in paragraph 3 below. 3. FUTURE STRATEGY The Board believes that with the remaining cash left in the business, which atpresent is £103,000, and the quotation on AIM it is still possible to recovervalue for shareholders by seeking a suitable reverse take-over and at the sametime raising additional capital. The Board's strategy, for which it seeks ratification by way of Resolution 1 tobe proposed at the EGM, is to seek opportunities to acquire establishedbusinesses with proven management teams operating in attractive markets whichcan secure sufficient funding to implement their designated business plan. TheDirectors intend to focus on businesses that operate in the United Kingdom orwhere the Directors have sufficient knowledge about the jurisdiction in whichthe potential acquisition is incorporated or operates to make a fully informedassessment as to the merits of the acquisition. Any proposed transaction will be put to shareholders for their approval ingeneral meeting at the appropriate time. In the event that no suitable transaction has been completed by 20 August 2007the Directors undertake to call a further extraordinary general meeting in orderto consider the future of the Company. This meeting may seek to put the Companyinto members' voluntary liquidation or to find some other mechanism wherebyshareholders' funds will be returned to them in the most effective manner or, asnow, may seek the approval of shareholders to extend further the period withinwhich the Directors are authorised to seek a suitable transaction. The Board anticipates that it will be possible to prepare audited Report andAccounts for the year ended 31 March 2006 by early September at the latest andplans to convene its Annual General Meeting before the end of September 2006. The Board also intends to convene a meeting of the holders of £330,000 ofConvertible B Loan Notes to discuss the options available to the Company inrelation to the conversion of the Loan Notes. All Directors, with the exception of James Farmer, have agreed to waive theirrights under the service contracts and to defer their remuneration until furthernotice. The Company hope that before then we can place concrete proposals beforeshareholders. 4. CHANGE OF NAME With the disposal of our former subsidiary Media Steps (UK) Limited it isappropriate that the Company should change its name to separate it from thecontinuing business. Accordingly Resolution 2 proposes that the Company shouldchange its name to "Johan Plc". For the avoidance of doubt existing share certificates in the name of MediaSteps Group plc will continue to be valid 5. EXTRAORDINARY GENERAL MEETING As explained above, the proposals each require the approval of shareholders.Accordingly, a notice of Extraordinary General Meeting of the Company is beingcalled , pursuant to Section 142 of the Companies Act 1985, to be held at theoffice of Stringer Saul LLP, 17 Hanover Square, London W1S 1HU at 10.30 am, on21 August 2006, where the following resolutions will be proposed: • as an ordinary resolution, to grant authority to the Directors to seek to identify a suitable transaction for the Company to utilise its remaining cash resources and AIM status PROVIDED THAT if no proposals for such a suitable transaction have been put to shareholders in general meeting before 20 August 2007 then the Directors will convene a further extraordinary general meeting of the Company to consider the future of the Company. • as a special resolution, to change the name of the Company to Johan Plc. 6. RECOMMENDATIONS The Board considers that the proposals are in the best interests of the Companyand Shareholders as a whole. Accordingly, the Board recommends Shareholders tovote in favour of the resolutions to be proposed at the EGM. The Board and persons connected with them intend to vote in favour of theresolutions in respect of their holdings, in aggregate, of 15,535,999 OrdinaryShares (representing approximately 21.57% per cent of the issued ordinary sharecapital of the Company). The Company also announce that it has changed its registered office address to17 Hanover Square London W1S 1HU. END This information is provided by RNS The company news service from the London Stock Exchange