4 January 2013
Papa Entertainment Plc
("Papa Entertainment", the "Company" or the "Group")
Notice of General Meeting
The Directors of the Company (the "Directors" or the "Board") announce that a general meeting of the Company (the
"GM") will be held at 11 a.m. on 21 January 2013 at Fairlight Mews, 15 St Johns Road, Kingston-upon-Thames, Surrey
KT1 4AN. A notice convening the GM, forming part of a circular (the "Circular") and form of proxy (collectively the
"Circular Documents") have today been posted to shareholders.
PURPOSE OF THE GM
The Directors consider that developments within the division of the Group that is engaged in performance and
touring in particular the "Rock Vault Project", are showing potential in terms of revenue and the profile of the
The particular opportunities that may be presented to the Group are likely to involve additional fundraising and
the Directors wish to be able to raise funds by placing ordinary shares of 1p each in the capital of the Company
("Ordinary Shares") where appropriate.
At the annual general meeting of the Company held in October 2012, the authority for the Directors to allot new
Ordinary Shares and to do so outside the statutory pre-emption rights was set at a maximum nominal amount of
£107,710, corresponding to 10,771,000 Ordinary Shares of 1p each.
This relatively modest threshold, representing about 15 per cent. of the Company's then issued share capital, was
consistent with the standards considered appropriate for companies admitted to the ISDX Growth Market where no
substantial placing of shares is imminently expected.
In the light of the prospective opportunities that the Directors perceive to be offered, the Directors propose that
the authority for the allotment of new shares outside the statutory pre-emption arrangements ought to be increased
to a nominal amount of £350,000, corresponding to 35,000,000 Ordinary Shares of 1p each. This amount of shares
would as a result be available to be issued by the Company by way of placings for cash in order to raise funding
for commercial opportunities that the Directors consider suitable for the Company.
Accordingly, the Directors wish to convene a general meeting in order to pass the ordinary and special resolutions
of the Company (the "Resolutions") needed to increase their authority to allot and issue new shares for this
purpose. These Resolutions, which are to be proposed at the GM are described below.
Resolution 1 - To authorise the directors pursuant to Section 551 of the Companies Act 2006, as amended (the "Act")
The Act requires that the authority of the Directors to allot shares in the Company or grant rights to subscribe
for or to convert any security into shares in the Company should be subject to the approval of Shareholders in
General Meeting or to an authority set out in the Company's Articles of Association.
Resolution 1 will be proposed at the GM as an ordinary resolution to authorise the Directors to allot unissued
shares of the Company up to a total nominal value of £350,000, such authority to expire on whichever is the earlier
of the conclusion of the Annual General Meeting of the Company to be held in 2014 or the date falling twenty four
months after the passing of this resolution.
Resolution 2 - To disapply the statutory pre-emption rights under Section 561 of the Act
The Act requires that any equity securities issued wholly or partly for cash must be offered to Shareholders in
proportion to their existing holdings of shares unless otherwise approved by Shareholders in general meeting or
excepted under the Company's Articles of Association. Accordingly, a special resolution (Resolution 2) will be
proposed at the GM, subject to the passing of Resolution 1, to permit the Directors to allot equity securities
for cash other than on a pro rata basis.
This authority will expire on the date falling twenty four months after the passing of this resolution or the date
of the General Meeting to be held in 2014, whichever is the earlier.
The Board believes that the Resolutions being put to the Shareholders as described in this letter are in the best
interests of the Company and its members as a whole and are most likely to promote the success of the Company for
the benefit of its members as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in
favour of the Resolutions to be proposed at the GM as they intend to do in respect of their own beneficial
Copies of the Circular Documents will be available for inspection for a period of one month from today's date, free
of charge, from the offices of SVS Securities Plc at 21 Wilson Street, London EC2M 2SN.
THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT
Papa Entertainment Plc
Tel: +44 (0) 208 977 0632
SVS SECURITIES PLC - PLUS Corporate Adviser
Peter Ward / Alexander Brearley
+44 (0)20 7638 5600
ABOUT PAPA ENTERTAINMENT PLC:
Papa Entertainment was incorporated as a vehicle for the purpose of acquiring companies or businesses engaged in
the entertainment, music and media industries. Papa Entertainment acquired Mission Entertainment Group Limited and
its subsidiaries (the "Mission Group") in July 2012.
Papa Entertainment is led by its Chief Executive Officer, "Sir" Harry Cowell, who has over 25 years' experience in
the music industry. The Company's Non-Executive Chairman is Korda Marshall, who has during his career has signed
artists, directed major label A&R departments, produced, executive produced and been a managing director of three
recording companies and has worked with performers including Take That, MUSE, Ash, Paul Oakenfold, the Eurythmics,
Annie Lennox, Peter Andre, Garbage, James Blunt, Gnarls Barkley and The Darkness, personally signing or negotiating
with several of these artists. Simon Napier-Bell, a Non-Executive Director of Papa Entertainment, has enjoyed a
long career in the entertainment industry, commencing in the 1960s, with notable highlights including the
management of well-known artists such as "Wham!" and the "Yardbirds" and the co-writing of the No. 1 Hit Single
"You don't have to say you love me" for Dusty Springfield.
The Mission Group is a group of music production and publishing companies with studio and office facilities in
Kingston-Upon-Thames, South West London. The Mission Group's business consists of the delivery of music to the
listener, incorporating writing, recording, marketing and distribution, label management and production. The
Company's policy through concentrating all the Group's operations under one roof and utilising its own studios is
to consolidate the functions of music production and publishing in-house in order to manage costs and to integrate
functions that would otherwise be subject to external contracting. Various contracts, artists, projects and
agreements are signed to the Mission Group's companies.
For further information please refer to the Company's website at: www.papaentertainmentplc.com