Proposed adoption of investing policy

RNS Number : 6509R

CSS Stellar PLC

08 November 2011

 



8 November 2011

CSS Stellar plc

(the "Company")

Proposed adoption of investing policy

Share issue authority

Further to the announcement of 4 November 2011, the Company has convened a general meeting of shareholders to be held at Suite 3B, Princes House, 38 Jermyn Street, London SW1Y 6DN at 11.00 a.m. on 23 November 2011 to consider a resolution to change the Company's existing investing policy so as to permit acquisitions in the natural resources sector, both exploration and production, in addition to, as currently permitted, in the leisure, corporate services, consultancy and brand licensing sectors. This will enable the Company to take full advantage of the experience and contacts of its newly appointed directors, David Lenigas and Don Strang. The proposed investing policy is set out in the Appendix below.

The Placing as announced on 4 November 2011 will utilise some of the authority to issue shares granted at the Company's last annual general meeting. The Directors therefore believe that, in the context of the Company's proposed investing policy, it is in the best interests of the Company and shareholders that the current available authorities in respect of the issue of new shares should be updated. The authorities being sought (which, if granted, replace the current authorities granted at the Company's last annual general meeting) will enable the Board to take advantage of market conditions, as and when they present themselves, to allow the efficient implementation of the Company's proposed investing policy either by allowing the Company to raise capital through the fresh issue of equity or by the issue of new equity in the Company as consideration for acquisitions in accordance with the Company's proposed investing policy.

The circular to shareholders will be available on the Company's website www.cssstellar.com

For further information, contact:

CSS Stellar plc
Julian Jakobi David Lenigas Donald Strang	Tel: [phone] Tel: [phone] Tel: [phone]
Northland Capital Partners Limited (Nominated Adviser and Broker)
Luke Cairns / Edward Hutton	Tel: [phone]

APPENDIX

The Company's proposed investing policy, which is subject to Shareholder approval, is to acquire a diverse portfolio of direct and indirect interests in exploration and producing projects and assets in the natural resources sector in addition to acquisition(s) in the leisure, corporate services, consultancy and brand licensing sectors. The Company will consider possible opportunities anywhere in the world.

With the recent additions to the Board, the Directors have considerable experience in investing, both in structuring and executing deals and in raising funds. The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment.

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question.

The Company may be both an active and a passive investor depending on the nature of the individual investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

The Directors may 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 by way of example, and without limitation, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances issue debt securities or otherwise borrow money to complete an investment. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Appendix.

In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, and schemes of arrangements or liquidation.

 

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