Notice of General Meeting, AGM and Placing

CERES MEDIA INTERNATIONAL PLC - Notice of General Meeting, AGM and Placing

PR Newswire

London, February 18

The Board is pleased to announce that the Company has conditionally raised £275,000 by way of a placing of 55,000,000 new ordinary shares at a price of0.5p per share ("Placing"). The Placing is conditional, inter alia, on a sharecapital reorganisation.

The share capital reorganisation and Placing requires shareholder approval,therefore a General Meeting of the Company has been convened to be held on 14March 2013 at 08:45 am (or as soon as the Company's annual general meetingcalled for the same day and place at 08:30 am has concluded) at the offices ofDAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN.

Application will be made for the new ordinary shares to be admitted to tradingon AIM on or around 15 March 2013. The new ordinary shares will rank pari passuwith existing ordinary shares.

The Notices of General Meeting and Annual General Meeting were posted toshareholders on 18 February 2013.

Full details of the share capital reorganisation and the Placing are set out inthe Circular posted to shareholders, which is also available to be downloadedfrom the Company's website at www.ceresmediaplc.com.

The letter from the Chairman is reproduced in full below:-

Alex Dowdeswell, Chief Executive Officer said "I am pleased that after asignificant delay in the approval process for permission to use TierrafilmTMBacklit in the illuminated advertising boards this has now been granted. Thisfundraise will enable us to capitalise on the testing carried out pre-Christmasin conjunction with two of the United Kingdom's highest profile advertisers andfacilitate a roll out into this marketplace."

"Dear Shareholder (and for information purposes to the holders of warrants andoptions in the Company)

Share capital reorganisation, share placing and Notice of General Meeting

Placing

Further to the Company's recent announcements with regard to the TerrafilmTMbacklit approvals received from the United Kingdom Out of Home companiesJCDecaux, CBS Outdoor and Clear Channel, the Company has been successful inprocuring subscribers for 55,000,000 new Ordinary Shares - conditional upon,inter alia, the Resolutions being passed at the General Meeting - at a price of0.5 pence per share to raise £275,000 before expenses. This will enable theroll out of this product into the United Kingdom advertising market and willprovide the Company with additional working capital, enable payment to be madeto outstanding creditors and modest stock levels to be held to support productlaunches with key customers and support further development of the business.

Shareholders have already received a copy of the report of the Directors andConsolidated Financial Statements for the year ended 31 July 2012 and will beaware of the Company's financial situation. As stated in the Chairman's Report,the Company has experienced tough trading conditions and significant delays inapprovals since admission of its shares to trading on AIM in September 2011.Despite this, the Board, albeit cautious about the future, is hopeful that theCompany's products can be successfully exploited in existing and developingmarketplaces and segments.

Share capital reorganisation

The Company's Existing Ordinary Shares have a current nominal value of £0.01per share. The Existing Ordinary Shares are currently trading at a price belowtheir nominal value and therefore the Company will not be able to raise fundsvia an issue of Existing Ordinary Shares. 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 0.5 pence per share.

Under the Share Capital Reorganisation it is proposed that each ExistingOrdinary Share of £0.01 is sub-divided into one New Ordinary Share of £0.001nominal value and one B Deferred Share of £0.009 nominal value. This wouldresult in 63,373,961 New Ordinary Shares, 63,373,961 B Deferred Shares and26,001,739 Deferred Shares being in issue immediately following the ShareCapital Reorganisation. As such, following the Share Capital Reorganisation,each shareholder with a holding of an Existing Ordinary Share will have thesame number of New Ordinary Shares as Existing Ordinary Shares held before theShare Capital Reorganisation.

The rights attaching to the New Ordinary Shares will be identical in allrespects to those of the Existing Ordinary Shares. The B Deferred Shares willhave the same rights as the Deferred Shares. They will have no voting rights,no entitlement to attend general meetings of the Company and will carry onlythe right to participate in any return of capital to the extent of the amountpaid up or credited as paid up on each Deferred Share after the holders ofOrdinary Shares have received, in aggregate, capital repayments amounting to £20,000,000. Accordingly, the Deferred Shares and the B Deferred Shares will,for all practical purposes, be valueless and it is the Board's intention, at anappropriate time, to cancel the Deferred Shares and the B Deferred Shares.

Conversion of current liabilities

Certain creditors, and the Directors, have agreed, subsequent to the Placing,to convert current liabilities into new Ordinary Shares in the capital of theCompany. It is estimated that a total of £86,000 of such liabilities will beconverted.

Authority to allot new Ordinary Shares

The Board is reviewing various options to raise further capital in tranchesduring the upcoming months and therefore the Directors are seeking authoritiesfrom Shareholders at the General Meeting pursuant to the Companies Act 2006,inter alia, to issue the Placing Shares and to issue further shares for cash toensure the continuation of the Company. The Directors will, however, seek tomaximise the price at which any new Ordinary Shares are issued in order tominimise dilution to existing Shareholders.

Full details of the authorities the Directors are seeking at the GeneralMeeting are set out in the attached Notice of General Meeting.

General Meeting

A general meeting of the Company has therefore been convened to be held on 14March 2013 at 8.45 am (or as soon as the Company's annual general meetingcalled for the same day and place at 8.30 am has concluded) at the offices ofDAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN. At this meetingShareholders' authority will be sought to (i) reorganise the share capital ofthe Company by sub-dividing each Existing Ordinary Share into one New OrdinaryShare with a nominal value of £0.001 and one B Deferred Share with a nominalvalue of £0.009 and (ii) to grant the Directors the authority to issue, interalia, 55,000,000 new Ordinary Shares pursuant to the Placing.

Shareholders should be aware that in the event that the Resolutions are notpassed the Company willbeunable to undertake the Placing and unlikely to raisefurther funds in the immediate future. This will have a detrimental effect onthe Companyand will put the future of the Company in doubt.

Action to be taken in respect of the General Meeting

A Form of Proxy is enclosed for use at the General Meeting. Whether or not youintend to be present at the meeting you are requested to complete, sign andreturn the Form of Proxy to the Company's registrars, SLC Registrars Limited,Thames House, Portsmouth Road, Esher, Surrey KT10 9AD as soon as possible butin any event so as to arrive not later than 8.45 am on 12 March 2013 inaccordance with the notes to the Form of Proxy. The completion and return of aForm of Proxy will not preclude you from attending the meeting and voting inperson should you subsequently wish to do so. We would like to draw yourattention to the detailed notes to the Notice of General Meeting and Form ofProxy.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of theResolutions to be proposed at the General Meeting, as they have undertaken todo in respect of their beneficial holdings amounting, in aggregate to15,681,901 Existing Ordinary Shares representing approximately 24.7 per cent.of the Existing Ordinary Shares.