Storyboard Assets Plc

LSE : STYP


June 04, 2013 09:45 ET

Notice of General Meeting

                                                                                                              
                                                                                              04/06/2013
                                                                                            GB00B3DBY868
                                            Storyboard Assets Plc
                                       ("Storyboard" or the "Company")
                                                      
                                          Notice of General Meeting

Set out below is text of a letter sent to the shareholders of the Company convening a General Meeting to be
held on 21 June 2013.

THIS  DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to  the  action
you  should  take,  you  are  recommended immediately to consult your stockbroker, bank  manager,  solicitor,
accountant  or  other independent financial adviser authorised under the Financial Services and  Markets  Act
2000 (as amended).

If you have sold or otherwise transferred all of your ordinary shares of 20 pence each ("Ordinary Shares") in
Storyboard Assets plc ("Storyboard" or the "Company"), please forward this document and the accompanying Form
of  Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom  the
sale or transfer was effected, for transmission to the purchaser or transferee.

                                            STORYBOARD ASSETS PLC
  (Incorporated in England and Wales under the Companies Acts 1985 to 2006 with registered number 06436259)

Directors:                                                                                Registered Office:
Luke Heron (Executive Director)                                                                41 Friar Lane
Marcus Yeoman (Non-executive Chairman)                                                             Leicester
                                                                                              Leicestershire
                                                                                                     LE1 5RB
Tuesday, 4 June 2013

To the holders of Ordinary Shares

Dear Shareholder

                                                      
                                  Proposed Adoption of Investment Strategy
                                          Notice of General Meeting
                                                      
Introduction

On  17  January 2012, Storyboard announced that it was proposing to dispose of the remaining artwork  in  its
collection and to change the strategic direction of the Company to become an Investment Vehicle. I am writing
to  you  today  to  update  you on the disposal process and to seek your approval  for  the  adoption  of  an
Investment Strategy for the Company at a General Meeting to be held at 11.00 a.m. on Friday, 21 June 2013.

As  at the time of writing, Storyboard has cash at bank of £161,400. The remaining pieces held by the Company
as of Tuesday, 4 June 2013 were as follows:
Name of Artwork                                                    Artist
                                                                   
Bod                                                                Joanne Cole
Peace at Last                                                      Jill Murphy
Fierce Bad Rabbit                                                  Beatrix Potter
One of his hobbies (Sylvester & The Magic Pebble)                  William Steig
Stuart Little                                                      Garth Williams
Box Set of Maurice Sendak Lithographs                              Maurice Sendak


The  Company intends to dispose of these remaining assets during the course of the current financial year and
the  Directors expect the Company will achieve its carried valuation of £20,000 on the sale of these  pieces.
However,  given  that  the vast majority of Storyboards' assets have now been sold,  the  Company  now  moves
forward  to  seek  Shareholder approval for a change of investment strategy. If the  Investment  Strategy  is
approved at the General Meeting, Storyboard will become an Investment Vehicle on the ISDX Growth Market.

An ISDX Growth Market Investment Vehicle

The ISDX Growth Market - Rules for Issuers (the "ISDX Rules") define an Investment Vehicle as "An issuer
whose actual or intended principal activity is to invest in the securities of other businesses (whether
publicly traded or not), or to acquire a particular business, in accordance with specific investment
criteria."

As  an  Investment Vehicle, any substantial acquisition or investment by the Company in accordance  with  the
Investment Strategy set out below is likely to be treated as a reverse takeover under the ISDX Rules and will
therefore be subject to, inter alia, Shareholders' approval.

Shareholders should be aware that an investment in an Investment Vehicle is generally regarded as  long  term
in  nature, as it may take some time for such a company to fully implement its investment strategy.  However,
the  Directors of the Company believe that, over time, Storyboard will be more likely to generate  value  for
shareholders as an Investment Vehicle than by following its previous strategy.

Proposed Investment Strategy

The  Directors  are  proposing that Storyboard's Investment Strategy will be  to  invest  in  a  business  or
businesses which have some or all of the following characteristics:

*       strong management with a proven track record;
*       ready for investment without the need for material re-structuring by the Company;
*       generating positive cash flows or imminently likely to do so;
*       via   an  injection  of  new  finances  or  specialist  management,  the  Company  can  enhance   the
        prospects and therefore the future value of the investment;
*       able to benefit from the Directors' existing network of contacts; and
*       the potential to deliver significant returns for the Company.
        
The  Company will initially focus on opportunities located in the United Kingdom but may consider investments
in other geographical regions in the future.

Moreover,  the  criteria  set  out above are not intended to be exhaustive and  the  Directors  may  make  an
investment  which does not fulfil any or all of the investment criteria if they believe it  is  in  the  best
interests of Shareholders as a whole.

Whilst  the  Directors will be principally focused on making an investment in private businesses, they  would
not  rule  out investment in listed businesses if this presents, in their judgment, the best opportunity  for
Shareholders.

The  Directors  believe  that  their broad collective experience together with  their  extensive  network  of
contacts  will  assist  them  in  the  identification,  evaluation  and  funding  of  appropriate  investment
opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on
prospective  targets  and  their  management teams. The Directors will also  consider  appointing  additional
directors with relevant experience if required.

The  Directors recognise that the Investment Strategy outlined above carries a certain degree  of  risk,  but
they  believe  that  the successful implementation of the strategy may result in strong  capital  growth  for
Shareholders.

The  cash held by the Company following the disposal of its artworks will be used to meet the operating costs
of  the Company as it identifies and researches potential acquisitions and investments. These operating costs
will be maintained at the minimum level consistent with the Company's status as a publicly quoted company.

If  the  Company fails to complete any acquisition or investment as outlined above within 12 months from  the
date  that the Investment Strategy is adopted, the Directors will seek Shareholders' approval for the further
pursuit  of its Investment Strategy or a resolution will be proposed for a members' voluntary liquidation  of
the  Company  and  the  return of funds (after payment of the expenses and liabilities  of  the  Company)  to
Shareholders pro rata to their respective shareholdings.

ISDX  is  currently conducting a consultation on proposed changes to its regulatory framework  for  the  ISDX
Growth  Market.  If any of the changes eventually implemented impact on Storyboard as an Investment  Vehicle,
Shareholders will be notified.

General Meeting

Notice  convening a General Meeting of the Company for 11.00 a.m. on Friday, 21 June 2013 is set out  at  the
end of this circular. At the General Meeting, an Ordinary Resolution will be proposed to adopt the Investment
Strategy.

Action to Be Taken

Shareholders will find enclosed a reply-paid Form of Proxy for the General Meeting. Whether or not you intend
to  be present at the General Meeting, you are requested to complete and sign the Form of Proxy and return it
to  the Company's Registrars, SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD, as soon
as  possible and, in any event, so as to arrive not later than 11.00 a.m. on Wednesday, 19 June 2013.  Unless
the  Form of Proxy is received by this date and time, it will be invalid. The completion and return of a Form
of Proxy will not preclude you from attending the General Meeting and voting in person if you so wish.

Recommendation

The Directors consider that the proposed Investment Strategy is appropriate for the Company. Accordingly, the
Directors recommend that Shareholders vote in favour of the resolution to be proposed at the General  Meeting
as  they  intend  to  do  in respect of their own beneficial holdings amounting to 334,472  Ordinary  Shares,
representing 27.06 per cent of the Company's issued Ordinary Shares.

Yours faithfully

Marcus Yeoman
Non-executive Chairman

                                            STORYBOARD ASSETS PLC
                                                      
  (Incorporated in England and Wales under the Companies Acts 1985 to 2006 with registered number 06436259)
                                                      
                                          NOTICE OF GENERAL MEETING
                                                      
Notice  is hereby given that a General Meeting of Storyboard Assets Plc (the "Company") will be held  at  the
offices  of Peterhouse Corporate Finance Limited, 31 Lombard Street, London EC3V 9BQ on Friday, 21 June  2013
at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following Ordinary Resolution:

                                             ORDINARY RESOLUTION
                                                      

THAT  the  Investment Strategy set out in the circular to shareholders of the Company dated 4 June  2013  (of
which this notice forms part) be and hereby is approved and the Directors be empowered to implement the same.

By order of the Board Directors:                                                             Registered Office:
                                                                                                               
Marcus Yeoman (Non-executive Chairman)                                                            41 Friar Lane
                                                                                                               
                                                                                                      Leicester
                                                                                                               
                                                                                                 Leicestershire
                                                                                                               
                                                                                                        LE1 5RB
                                                                                                               
4 June 2013

The Directors of Storyboard are responsible for the contents of this announcement.

Contact Information:

Company:
Storyboard Assets Plc
Luke Heron
Tel: 07912 044 941

Corporate Adviser
Peterhouse Corporate Finance Limited
Duncan Vasey or Mark Anwyl
Tel: 020 7720 9796


Contact Information

  • Storyboard Assets Plc