TIDMSPSM
RNS Number : 7661G
Sports Stars Media plc
09 May 2014
Sports Stars Media plc
(To be renamed Stallion Resources plc)
("the Company")
Result of GM and Directorate Change
Results of GM
At the General Meeting of the Company held earlier today all
resolutions were duly passed. As a consequence, the Company has
disposed of its business including the subsidiaries, and as a
result will now be classified as an Investing Company pursuant to
AIM Rule 15. The Company's investing policy is set out below.
Highlights
-- David Ajemian and Cameron Pearce appointed to the Board
-- Name to be changed to Stallion Resources plc
-- Completion of Placing raising GBP300,000
Directorate Change
The Company announces following the General Meeting that Lyndon
Chapman, Non-Executive Chairman, Carlos Amaro, Co-Chief Executive
Officer, Ruben Dias, Co-Chief Executive Officer, Sonia Magalhaes,
Finance Director, Pedro Matias Maria, Production Director and
Miguel Mascarenhas, Non-Executive Directo have resigned as
directors of the Company and that David Ajemian and Cameron Pearce
have been appointed as directors with immediate effect.
David Ajemian (aged 35) - Non-Executive Chairman
David Ajemian is an entrepreneur and investor based in London.
Mr Ajemian is the founder of the United Lions Sports Agency and
conducts business between the UK, Europe and the Middle East. He is
accredited by FIBA and FIFA as a licensed players' agent for both
basketball and football. His investments include the real estate
sector in the Middle East.
Current Directorships Directorships and Partnerships
and Partnerships in the past 5 years
---------------------- -------------------------------
United Lions Limited n/a
---------------------- -------------------------------
Following the General Meeting and subscription, David Ajemian
has an interest over 58,628,054 ordinary shares representing
approximately 6.3% of the issued share capital of the Company and
13,888,888 new warrants with a subscription price of GBP0.01 and an
exercise period until February 2017.
There are no further matters that require disclosure in relation
to Mr Ajemian pursuant to Schedule 2 (g) of the AIM rules.
Cameron Pearce (aged 42) - Non-Executive Director
Cameron Pearce has extensive professional experience in both the
Australian and United Kingdom finance industries. In recent times
he has provided corporate, strategic, financial and advisory
assistance to private and public companies in both Australia and
the United Kingdom. Mr Pearce is a member of the Australian
Institute of Chartered Accountants and has been in commerce over
fifteen years holding senior financial and management positions in
both publically listed and private enterprises in Australia,
Europe, Asia, Africa and Central America. Mr Pearce has
considerable corporate and international expertise and over the
past decade has focussed on mining and exploration activities. Mr
Pearce is currently a Non-Executive Director of ASX listed Magnolia
Resources Limited and AIM listed CEB Resources plc.
Current Directorships Directorships and Partnerships
and Partnerships in the past 5 years
--------------------------- -------------------------------
CEB Resources plc Pangaea Energy Limited
--------------------------- -------------------------------
Magnolia Resources Limited
--------------------------- -------------------------------
Following the General Meeting and subscription, Cameron Pearce
has an interest over 58,628,054 ordinary shares representing
approximately 6.3% of the issued share capital of the Company and
43,888,888 new warrants with a subscription price of GBP0.01 and an
exercise period until February 2017
There are no further matters that require disclosure in relation
to Mr Pearce pursuant to Schedule 2 (g) of the AIM rules.
Change of Name
Shareholders have approved that the Company changes its name to
Stallion Resources plc.
Placing
The Company has raised GBP300,000 through the issue of
500,000,000 new ordinary shares at a price of 0.06 pence per share.
The net proceeds of the subscription will be used for general
working capital purposes.
Application has been made to the London Stock Exchange for the
500,000,000 new ordinary shares to be admitted to trading on AIM.
Trading in these shares is expected to commence at 8.00 am on 12
May 2014. The new ordinary shares will rank pari passu with the
existing ordinary shares.
Investing Policy
The Company's proposed new investing policy is to invest in
and/or acquire companies and/or projects within the natural
resources and/or energy sector with potential for growth. The
Company will also consider opportunities in other sectors as they
arise if the directors consider there is an opportunity to generate
an attractive return for shareholders.
In selecting investment opportunities, the directors will focus
on businesses, assets and/or projects that are available at
attractive valuations and hold opportunities to unlock embedded
value.
Where appropriate, the directors may seek to invest in
businesses where it may influence the business at a board level,
add their expertise to the management of the business, and utilise
their significant industry relationships and access to finance. The
ability to work alongside a strong management team to maximise
returns through revenue growth will be something the directors will
focus upon initially.
The Company's interests in a proposed investment and/or
acquisition may range from a minority position to full ownership
and may comprise one investment or multiple investments. The
proposed investments may be in either quoted or unquoted companies;
be made by direct acquisitions or farm-ins; and may be in
companies, partnerships, earn-in joint ventures, debt or other loan
structures, joint ventures or direct or indirect interests in
assets or projects. The directors may focus on investments where
intrinsic value can be achieved from the restructuring of
investments or merger of complementary businesses.
The directors expect that investments will typically be held for
the medium to long term, although short term disposal of assets
cannot be ruled out if there is an opportunity to generate an
attractive return for shareholders. The directors will place no
minimum or maximum limit on the length of time that any investment
may be held. The Company may be both an active and a passive
investor depending on the nature of the individual investment.
There is no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover under the AIM Rules.
The directors intend to mitigate risk by appropriate due diligence
and transaction analysis. Any transaction constituting a reverse
takeover under the AIM Rules will also require shareholder
approval. The directors consider that as investments are made, and
new promising investment opportunities arise, further funding of
the Company may also be required.
Where the Company builds a portfolio of related assets it is
possible that there may be cross holdings between such assets. The
Company does not currently intend to fund any investments with debt
or other borrowings but may do so if appropriate. Investments in
early stage assets are expected to be mainly in the form of equity,
with debt potentially being raised later to fund the development of
such assets. Investments in later stage assets are more likely to
include an element of debt to equity gearing. The directors may
also offer new ordinary shares by way of consideration as well as
cash, thereby helping to preserve the Company's cash for working
capital and as a reserve against unforeseen contingencies
including, for example, delays in collecting accounts receivable,
unexpected changes in the economic environment and operational
problems.
Investments may be made in all types of assets and there will be
no investment restrictions on the type of investment that the
Company might make or the type of opportunity that may be
considered. The Company may consider possible opportunities
anywhere in the world.
The directors will conduct initial due diligence appraisals of
potential business or projects and, where they believe further
investigation is warranted, intend to appoint appropriately
qualified persons to assist. The directors believe they have a
broad range of contacts through which they are aware of various
opportunities which may prove suitable, although at this point only
preliminary due diligence has been undertaken. The directors
believe their expertise will enable them to determine quickly which
opportunities could be viable and so progress quickly to formal due
diligence. The Company will not have a separate investment manager.
The Company proposes to carry out a comprehensive and thorough
project review process in which all material aspects of a potential
project or business will be subject to rigorous due diligence, as
appropriate.
As an Investing Company, the Company will be required to make an
acquisition or acquisitions which constitutes a reverse takeover
under the AIM Rules or otherwise implement its proposed Investing
Policy on or before the date falling twelve months from the
adoption of the investing policy failing which, the Company's
ordinary shares would then be suspended from trading on AIM. In the
event that the Company's ordinary shares are so suspended and the
Company fails to obtain shareholders' consent to renew such policy,
the admission to trading on AIM would be cancelled six months from
the date of suspension.
Total Voting Rights
In accordance with the Disclosure and Transparency Rules (DTR
5.6.1R) the Company hereby notifies the market that immediately
following Admission its issued share capital will consist of
931,313,340 ordinary shares of GBP0.0003. The Company does not hold
any shares in treasury. Shareholders may use this figure as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
--ENDS--
For further information, please contact:
Sports Stars Media plc
David Ajemian 0203 006
Cameron Pearce 0260
Sanlam Securities UK Limited (Nominated +44 20 7628
adviser and joint broker) 2200
Lindsay Mair
Catherine Miles
Peterhouse Corporate Finance Limited +44 20 7469
(Joint broker) 0930
Jon Levinson
Duncan Vasey
Eran Zucker
This information is provided by RNS
The company news service from the London Stock Exchange
END
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