CSS Stellar PLC
23 May 2007
Immediate Release 23 May 2007
CSS STELLAR
('CSS Stellar' or 'the Company')
EGM Requisition and press comment by Duncan Soukup
The Board of CSS Stellar (excluding Duncan Soukup, Non-executive Director) has
noted the remarks attributed to Duncan Soukup in today's media on matters of
corporate governance and compliance and certain errors in relation to
transactions that have been carried out by the Company. The Board wishes to
provide further background with regard to these matters. .
At the 2006 annual general meeting of the Company, various resolutions to
approve a reduction of capital were approved following which the Company
commenced the court process to sanction the reduction. It subsequently became
apparent during this process that, due to delays in the printing process for the
report and accounts, insufficient notice of the meeting had been given to
shareholders. As a result, the implementation of the reduction of capital has
been delayed. To remedy the position, the resolutions relating to the capital
reduction (including the resolution to effect the share subdivision) will be put
to shareholders at this year's AGM.
In finalising the 2006 report and accounts, it was identified that certain
transactions entered into between October 2005 and January 2006 had occurred at
a time when the Company had ceased to have sufficient distributable reserves.
The Board has reviewed the circumstances and legal effects of the various
transactions in conjunction with its legal advisers, auditors, Nominated Adviser
and independent counsel. Further details of the conclusions of this review and
the actions necessary to remedy these issues will be set out in the circular
accompanying the notice of the 2007 AGM. Implementation of the proposed actions
will be the subject of shareholder resolutions which will be considered as part
of the capital reduction process referred to earlier in this announcement.
The Board (excluding Mr Soukup), having consulted with its legal advisers,
auditors and Nominated Adviser, believes that the matters which have arisen do
not have any adverse financial impact. The auditors have advised the Board that
no restatement of the Company's 2005 annual report and accounts will be
required. The Company will shortly be issuing its 2006 annual report and
accounts, which will be consistent with the preliminary announcement of results
released on 15 March 2007.
The issue of the 2006 annual report and accounts has been delayed by discussions
with Mr Soukup over the last several weeks which the Board believed were ongoing
until it received Mr Soukup's EGM requisition notice.
The Company will write to shareholders shortly with notice of the date on which
it will convene the EGM.
Commenting on the above, Peter Owen, Chairman, stated:
'CSS Stellar remains focussed on maximising value for all of its shareholders
and the Company made good progress in improving performance in 2006. We believe
that the EGM requisition and the comments attributed to Mr Soukup in today's
media form part of an attempt to take control of the Board of CSS Stellar but we
have not seen any details of Mr Soukup's proposals for the future of the
Company'.
For further information please contact:
Buchanan Communications
Bobby Morse / Rebecca Skye Dietrich 0207 466 5000
This information is provided by RNS
The company news service from the London Stock Exchange
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