CSS Stellar PLC
26 June 2001
Acquisition of GEM Group Inc ('GEM') by CSS Stellar plc ('CSS Stellar' or the
'Company') - Proposed Director's Disclosure
As announced on 20 June 2000, CSS Stellar announced the acquisition of the GEM
(the 'Acquisition'). Under SEC regulations the Acquisition is conditional
inter alia on the approval of GEM Shareholders by way of a proxy vote.
Following completion of the Acquisition Rick Jones, CEO of GEM, will join the
Board of CSS Stellar.
The following disclosure is made in accordance with the AIM Rules:
Rick Jones currently holds the following directorships and partnerships and
has held the following directorships and partnerships within the five years
prior to the publication of this announcement:
CMA Associates - which was merged into GEM on 1 May 2000.
GEM Group Inc - current Director.
Rick Jones has
i) no unspent convictions in relation to indictable offences;
ii) not become bankrupt or entered into any voluntary arrangements
iii) not been a director of any company or partner of any firm
which, at the time or within 12 months of ceasing to be a director or partner
(as the case may be), had a receiver appointed or was liquidated or went into
administration, or entered into company or partnership voluntary arrangements
or made any composition or arrangement with its creditors;
iv) had no publication criticism against him by a statutory or
regulatory authority (including a recognised professional body) or has ever
been disqualified by a Court from acting as a director of a company or from
acting in the management of the conduct of the affairs of a company;
v) not been involved in any receivership of any of his assets
or of any assets of a partnership of which he was a partner at the time of or
within 12 months preceding such events.
Rick Jones has a service contract with GEM, which will continue post
completion of the Acquisition, the principal terms of which are
i) A salary of $350,000 (subject to annual review)
ii) Participation in the Company's bonus scheme
iii) A notice period of 3 years.
Under the terms of the Acquisition it is intended that the notice period in
Rick Jones' service contract will be brought into line with those of other CSS
Stellar directors.