Response to Requisition
CSS Stellar PLC
25 June 2007
Immediate Release 25 June 2007
CSS Stellar
Letter to Shareholders
('CSS Stellar' or 'the Company')
In response to the requisition for an extraordinary general meeting ('EGM') from
Duncan Soukup, a non-executive director of CSS Stellar plc ('CSS Stellar' or the
'Company'), which is due to take place on 3 July 2007, I am writing to you on
behalf of the board of the Company (excluding Mr Soukup) (the 'Board') to
recommend that all shareholders vote against the resolutions proposed by Mr
Soukup to remove the existing Board members of CSS Stellar and replace them with
his nominees.
Duncan Soukup
The Board considers that shareholders should be aware of the following:
•Mr Soukup has not, since delivering his requisition notice on 22 May
2007, considered it appropriate to write to shareholders explaining his
actions or disclosing any strategic plan for the Group should he be
successful in gaining control of the board of CSS Stellar;
•Mr Soukup's proposals amount, in the opinion of the Board, to an
opportunistic attempt to wrest control of CSS Stellar without any attempt to
make a formal bid for the Company;
•Since his appointment to the Board in October 2006, the Board has
experienced difficulties in establishing a working relationship with Mr
Soukup, notwithstanding an improvement in the Company's performance over
this period. Consequently, the Board has serious reservations that Mr Soukup
will be able to maintain harmonious relationships with the constituent parts
of the business so as to enhance the future prospects of the Group;
•The new Board proposed by Mr Soukup does not have, from the information
available to the Board, relevant experience in the sports or entertainment
sectors;
•Mr Soukup's track record as an activist shareholder is questionable. Mr
Soukup was appointed as interim chief executive officer of Baltimore Capital
plc (then Baltimore Technologies plc) on 6th July 2004 following a similar
shareholder requisition process to take control of the board of that
company. During the period following his appointment as chief executive
officer, the share price of Baltimore more than halved in value and fell
from £55 per share to £24 per share by 14 February 2005 (adjusted for a
share consolidation), when the shares were delisted from trading on the AIM
market of the London Stock Exchange plc.
The Board's strategy
The Board of CSS Stellar believes that the stabilisation strategy embarked upon
by the Company in 2004, of first closing down loss-making businesses and then
disposing of non-core assets and restructuring the business has been successful
so far, resulting in a strong growth in operating profits which have risen from
a loss of £273,000 in 2004 to a profit of £1,479,000 in 2006. Coupled with this,
over the last 12 months (to 22 June 2007) there has been a rise in the Company's
share price of over 39% following a return to positive cash generation and
profitability, as announced in the accounts for the year to 31 December 2006.
CSS Stellar intends to continue with its stated strategy of optimising
shareholder value through:
•Focusing on its core strengths of developing its sports businesses
including:
•CSS Stellar Sports, which continues to prosper in talent management
in international sports including, motorsport, golf and sailing;
•Icon Display, one of Europe's leading event signage and branding
solutions companies, which has contractual relationships with UEFA,
Wimbledon, the R&A, The European Tour and the ECB; and
•Gem's promotional marketing for clients involved with the Olympics
namely GE and NBC;
•Disposing of non-core assets as and when attractive valuations can be
achieved;
•In order to focus on growing its sports related businesses, CSS Stellar
will seek to bring in a new Chief Executive with considerable experience in
the sports business. Sean Kelly, currently the Group Chief Executive, has
decided to resign prior to the EGM in order to pursue other opportunities,
but will remain as an adviser to the Company until a suitable candidate is
selected for the role.
The Board believes that the strategy currently in place for CSS Stellar will
provide substantial equity value as well as cash returns for all existing
shareholders.
AGM resolutions
The Company announced to shareholders on 23 May 2007 that it had conducted a
review of the circumstances and legal effects of certain transactions (in
conjunction with its advisers) and has determined a course of action to rectify
these various issues. The proposed course of action (which involves putting
resolutions to the Company's shareholders at the forthcoming AGM) has the
support of Bridgewell Limited, in its capacity as Nominated Adviser to the
Company. The Company's auditors have confirmed that this impact is not material
and no restatement of the Company's 2005 annual reports and accounts will be
required nor is there any impact on the Company's 2006 annual report and
accounts.
Mr Soukup has indicated that he would not approve the proposed course of action
(including the resolutions required to implement it) and consequently, given the
size of Mr Soukup's shareholding in the Company, the Company has not, pending
the outcome of the EGM requisitioned by Mr Soukup, expended time or incurred
costs in preparing the required circular.
Action to be taken
Whether or not you plan to attend the EGM, please complete the proxy form
included with the notice of EGM as soon as possible and, in any event, so as to
reach the Company's registrars no later than 48 hours before the meeting.
For further information please contact:
CSS Stellar Tel: +44 (0)20 7078 1400
Peter Owen (Chairman)
Julian Jakobi (Deputy Chairman)
Sean Kelly (Chief Executive)
Buchanan Communications Tel: +44 (0)20 7466 5000
Bobby Morse / Rebecca Skye Dietrich
This information is provided by RNS
The company news service from the London Stock Exchange