17 June 2010

Dear Shareholder

Notice of Annual General Meeting 2010

I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at the offices of Seymour Pierce Limited, 20 Old Bailey, London EC4M 7EN on Friday, 16 July 2010 at 10.00 a.m.  The formal notice of Annual General Meeting is set out on pages 3 to 4 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it to our Registrars as soon as possible.  They must receive it by 10.00 a.m. on Wednesday, 14 July 2010.

In addition to the routine business of the AGM, there are two items of special business to be transacted, as summarised and explained below:

1. Issues of share capital (Resolutions 6 and 7)

The existing general authority of the Directors to allot shares and the current disapplication of the statutory pre-emption rights expire at the conclusion of the AGM. 

The existing power granted to the Directors to allot shares and to disapply these statutory pre-emption rights expires at the conclusion of the AGM.  Accordingly, an Ordinary Resolution will be proposed to renew the Directors' authority to allot shares up to an aggregate nominal amount of £102,012.62 (being one third of the issued share capital at the date of this report).  This authority will expire at the earlier of the conclusion of the AGM to be held next year when the Directors intend to seek renewal of the authority and 16 October 2011.

In addition a Special Resolution will be proposed at that AGM to renew the Directors' powers to allot shares for cash up to an aggregate nominal value of £76,509.46 (being 25% of the nominal value of the Company's issued share capital) without first offering such shares to existing shareholders.  The Board considers that there may be opportunities in the next twelve months to acquire assets cheaply from other media businesses that are in difficulty or that are refocusing on other activities.  To ensure that the Company can take advantage of these potential opportunities, the Board considers it important that it can move both quickly and cheaply.

The Special Resolution also enables the Company, in the event of a rights issue, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas shareholders as a result of local laws and which prevent shares from being issued strictly pro rata.  This authority will expire at the earlier of the conclusion of the AGM to be held next year when the Directors intend to seek renewal of the authority and 16 October 2011.

2. Action to be taken by Shareholders

Shareholders will find enclosed with this document a form of proxy for use at the AGM. Whether or not you intend to be present at the AGM (or any adjournment thereof) you are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it so as to be received by the Company’s Registrars, Share Registrars Proxies, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, as soon as possible but in any event not later than 10.00 a.m. on Wednesday, 14 July 2010.  The completion and return of the form of proxy will not preclude you from attending and voting at the meeting, should you so wish.

Recommendation

The Directors consider that the proposals set out above are in the best interests of the Company and its shareholders as a whole.  They recommend that you vote in favour of the resolutions set out in the notice of meeting as they intend to do in respect of their own beneficial holdings.

Yours sincerely

 

Sara Williams
Chairman