World Sport Group PLC
23 December 2002
World Sport Group plc
23 December 2002
Proposed Disposal of The World Sport Group Limited ('WSGL')
Capital Reconstruction and Reduction
Open Offer to raise £2,078,131
Change of Company name to Parallel Media Group plc
Board Changes
SUMMARY OF KEY INFORMATION
The following information has been derived from, and should be read in
conjunction with, the full text of the circular sent to shareholders today.
Investors should read the whole document and not just rely on the key
information set out below.
• World Sport Group was admitted to AIM in August 2001. Since then an
economic slowdown and the events of September 11 2001 have severely affected
the advertising and sponsorship industries and have thus impacted on the
trading performance of the Group;
• Following Initial Admission, a restructuring was undertaken by the Board
to streamline business operations and reduce costs. However, these measures
were not sufficient to counter the effects of the aforementioned slowdown in
the economy. The Board did not anticipate the severity of the cutbacks in
global marketing budgets that followed the events of September 11 2001. In
particular, the Company suffered the adverse effect of poor market
conditions on TV advertising revenues in Europe and on sponsorship
negotiations for football and cricket;
• The Independent Directors and the Proposed Director have concluded that
the best tactical approach for recovery will be a concentration on the
Company's existing profitable golf business and a repositioning of the
Company as a specialist in sports sales and marketing. In order to do this,
the disposal of certain of its other sports businesses, specifically cricket
and football, is required. This will reduce the level of overheads,
eliminate certain debts and other liabilities and improve the Company's net
cash position;
• The Company has entered into a conditional agreement to dispose of part of
the Group, being WSGL, to Park House, a company in which Seamus O'Brien and
Anthony Morgan, currently Directors, have an interest. The consideration to
be paid by Park House comprises cash of £1 million, the capitalisation of
all loans made by Park House to the Company into the Deferred Shares and the
re-designation of the Ordinary Shares to which Park House becomes entitled
under the Capital Reconstruction and such capitalisation as Park House
Deferred Shares and their subsequent cancellation;
• It is proposed that, on Completion of the Disposal and subject to the
approval of Shareholders, the name of the Company will be changed to
Parallel Media Group plc;
• At present the nominal value of the Company's Existing Ordinary Shares is
20p each compared to a share mid-price of 6.5p immediately prior to the
suspension of trading and it is therefore intended to effect a
consolidation, sub-division and re-designation of the capital of the Company
to reduce the number of ordinary shares in issue so that the nominal value
of each share will not exceed the Issue Price under the Open Offer;
• The Company is proposing to raise approximately £2,078,131 (before
expenses) by way of an underwritten Open Offer of 13,854,210 New Ordinary
Shares at an Issue Price of 15p per New Ordinary Share to strengthen its
working capital position. As a result of the Capital Reconstruction, one
Ordinary Share will equate to five Existing Ordinary Shares. The equivalent
issue price prior to the Capital Reconstruction is therefore 3p per share,
being one fifth of 15p. In addition it is also proposed to effect a Capital
Reduction in order to eliminate the accumulated deficit on the Company's
profit and loss account.
• Qualifying Shareholders are invited to subscribe for New Ordinary Shares
under the Open Offer on the basis of 1 New Ordinary Share for every 3
Existing Ordinary Shares;
• The Disposal and Open Offer are conditional on, inter alia, the passing of
the Resolutions (other than Resolutions 4, 10, 11and 12) to be proposed at
the EGM on 20 January 2003 and on Admission;
• Your Board has also announced today the Company's final results for the
six months ended 30 December 2001 and the unaudited interim results for the
six months ended 30 June 2002
• The following is the expected timetable for the Open Offer:
Record Date 17 December 2002
Latest time and date for splitting application forms 3 pm on 14 January 2003
Latest time and date for receipt of application forms and 3pm on 16 January 2003
payment in full
Admission of the New Ordinary Shares to trading on AIM 8am on 21 January 2003
Full details of all of the above are included in the document sent to
shareholders today, which will also be available from the offices of Denton
Wilde Sapte, 1 Fleet Place, London EC4M 7WS for one month from today.
Enquiries to:
David Ciclitira, Chairman Tel: 020 7225 2000
World Sport Group plc
Nominated Adviser & Broker
Louise Carpenter Tel: 020 7648 8700
Seymour Pierce
PR
Emma Kane Tel: 020 7955 1410
Redleaf Communications
This information is provided by RNS
The company news service from the London Stock Exchange
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