Disposal and Open Offer

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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