Placing

 

TIDMAUS 
 
RNS Number : 5222S 
Amteus PLC 
19 May 2009 
 

 
 
 
 
 
 
Amteus plc 
("Amteus" or the "Company") 
 
 
Proposed Placing of 32,244,866 New Ordinary Shares 
Acquisition 
Revised Intellectual Property Arrangements 
Capital Reorganisation 
Change of Name 
New Articles of Association 
(together the "Proposals") 
Trading Update 
Directors Dealings 
Directorate Change 
and 
Notice of General Meeting 
 
 
Amteus plc (AIM:AUS), the digital educational networking and media business, is 
pleased to announce that it proposes to raise approximately GBP2.26 million, 
before expenses, through the issue of 32,244,866 new ordinary shares of 1p each 
(the "Placing Shares") at a placing price of 7p per Placing Share (the "Placing 
Price") (the "Placing").  The Placing Shares have been conditionally placed by 
Daniel Stewart & Company Plc ("Daniel Stewart"). Strand Partners Limited 
("Strand Partners") is acting as Nominated Adviser to the Company. 
 
 
A capital reorganisation of the Company is needed to complete the Placing. 
Details of the Proposals are set out in a circular to be sent to shareholders on 
20 May 2009. The Placing is subject to the satisfaction of certain conditions 
and to the shareholder approvals which will be sought at a General Meeting 
("GM"). Further details of the GM are set out below. 
 
 
The Directors believe that the Proposals are fundamental to the future of the 
Company.  Shareholders should be aware that, if the resolutions to approve the 
capital reorganisation and the Placing are not passed at the GM, the Company 
will have insufficient financial resources to continue to trade in its current 
form and may not be able to continue as a going concern. In this event the value 
attributable to shareholders would be severely reduced. 
 
 
Irrevocable undertakings have been received by the Company from Jeffrey Morris 
and members of his family as well as from those Directors who hold shares in the 
Company which show that such persons intend to vote in favour of the resolutions 
to be proposed in connection with the Proposals in respect of their own 
beneficial holdings of ordinary shares amounting, in aggregate, 
to 34,905,978 ordinary shares (representing approximately 57.0 per cent. of the 
ordinary shares currently in issue). 
 
 
The Company has entered into conditional agreements which will give it exclusive 
rights to exploit the intellectual property which underpins the imJack 
technology platform in key sectors (the "Intellectual Property"), which the 
Company is currently rolling out across the educational sector, and to acquire 
The Day Limited, further details of which are set out below. 
 
 
The Company also proposes to adopt new articles of association and to change its 
name to imJack Plc. 
 About imJack 
 
 
imJack is a Web 2.0 based communication and collaboration platform that enables 
teachers and parents to communicate securely with, and guide, students, while 
removing the many dangers of using unregulated public websites. It operates on 
what the Directors believe to be a secure system by separating a defined user 
network from general internet traffic and by using secure socket layer 
encryption technology to maintain privacy and security for all users. 
 
 
Students can use imJack to upload and download homework, share ideas and 
collaborate with teachers and peers through messaging or video conferencing, 
which is an integral part of the system.  The platform is centrally 
administered, so the school alone decides who can and cannot be part of the 
network.imJack automatically logs and creates a permanent record of 
communication between the parties on the system.  This is only accessible by the 
administrator for safety, security and legal reasons. 
 
 
imJack facilitates live interactive collaborative working with features 
including real-time drawing exchange, video conferencing and document management 
allowing teachers and pupils to exchange documents and sketches, while 
maintaining a video conference link.The software is offered as a package by 
Amteus hosted on open source technology.Additional modules include an 
interactive calendar, real time surveys and polls, as well as educational 
content, tutorials, news aggregation and explanatory journalism. 
 
 
The Amteus business model is to provide imJack free to schools, colleges and 
universities and aims to generate income from both sponsorship and digital news. 
 The Directors believe that this will increase the rate at which imJack is taken 
by schools and as such increase the rate at which active users are secured. The 
Directors believe that a higher number of active users will increase the 
Company's potential to generate advertising and sponsorship revenue from the 
imJack platform. 
 
 
Trading Update 
 
 
Since the financial year ended 30 September 2008, significant progress has been 
made in the roll out of the imJack technology platform to UK schools. 
 
 
The Company has secured approval from the Department for Children, Schools and 
Families ("DCSF") for all schools applying for redesignation through the 
Specialist Schools and Academies Trust ("SSAT") to be offered imJack.  Each 
redesignating school taking up the imJack platform will be eligible for a 
GBP15,000 credit towards the GBP25,000 qualifying criteria for a GBP25,000 DCSF 
capital grant. The Government supported agreement with the SSAT covers over 80 
per cent. of secondary schools in England.  The SSAT has set an initial target 
to roll out imJack to 1,115 of its 5,000 schools by September 2009. 
 
 
The e-Learning Foundation ("e-LF"), a national charity dedicated to ensuring 
that every child in the UK has home access to technology for their studies, has 
also signed an agreement with the Company for the roll out of imJack to 
approximately 312 e-LF affiliated schools by the end of 2009. This agreement is 
expected to secure around 312,000 new imJack user licences by the end of 2009. 
 
 
JD Connect Limited, on behalf of the Company, is also in negotiations with the 
British Olympic Association for a contract which could result in Amteus 
providing communication and training for all those participating in Olympic 
sports including schools, clubs and training academies, albeit there can be no 
guarantee that the agreement will be concluded or the actual terms of such 
agreement. 
 
 
Revised imJack Intellectual Property Arrangements and new Development Agreement 
 
The Intellectual Property has been developed by The Media Buzz Limited ("TMB"), 
a company ultimately owned by Jeffrey Morris and his wife, Debra Morris, who, 
together are 44.4 per cent. shareholders in the Company. The Company is 
currently contracted to pay a royalty of 10 per cent. to TMB in respect of all 
revenues generated via the imJack platform. TMB has now transferred the 
Intellectual Property to Tellbrook Limited ("Tellbrook"), another company owned 
by Jeffrey Morris.  The Company has today entered into a conditional agreement 
under which the Company will be granted a sole and exclusive, irrevocable, 
perpetual, worldwide royalty free licence over the Intellectual Property. This 
agreement will allow the Company to exploit the Intellectual Property in the 
education and training sector and in relation to a website for the British 
Olympic Association and to avoid paying any further royalty payments to TMB or 
Tellbrook in consideration of a maximum payment of GBP350,000.   This is split 
as to GBP300,000 on completion of the Proposals ("Completion") and GBP50,000 in 
June 2010 subject to there being 3.8 million registered users of the imJack 
product.  The licence contains usual protections for the licensee on insolvency 
or change of control of Tellbrook and requires Tellbrook to effectively police 
its rights over the Intellectual Property. 
 
 
The Company has also conditionally entered into a three year development 
agreement with Wamey Limited, a company wholly owned by Jeffrey Morris, under 
which its in-house development team (comprising 16 people, dedicated to this 
project) will, inter alia, continue to develop and support the imJack technology 
platform (the "Development Agreement").  The Development Agreement provides for 
all new and improved Intellectual Property to be owned by Amteus. The 
Development Agreement is terminable after 12 months and, in addition to hosting 
costs, GBP60,000 per month is payable by the Company. Wamey Limited has agreed 
to allow certain amounts of such sums to be deferred during the first year and 
in addition will be issued 2,500,000 new ordinary shares of 1 pence each ("New 
Ordinary Shares") at the Placing Price (the "IP Consideration Shares") at the 
time of the Placing in lieu of GBP175,000 cash which would otherwise fall due 
under the Development Agreement during the first seven months following 
Completion. 
 
 
As Jeffrey Morris is a substantial shareholder in the Company, the acquisition 
by the Company of the Intellectual Property licence and the entering into of the 
Development Agreement, constitute related party transactions for the purposes of 
the AIM Rules. 
 
 
The Directors consider, having consulted with Strand Partners, the Company's 
Nominated Adviser, that the proposed arrangements in relation to the 
Intellectual Property and the entering into of the Development Agreement are 
fair and reasonable insofar as the shareholders are concerned.  Strand Partners 
has taken into account the Directors' commercial assessment of the proposed 
arrangements in relation to the Intellectual Property and the entering into of 
the Development Agreement. 
 
 
Acquisition of The Day Limited 
 
 
The Company has today entered into a conditional agreement to acquire The Day 
Limited, a company which has researched and developed a new approach to news 
media, for a consideration of up to 10,000,000 New Ordinary Shares, 5,000,000 of 
which ("The Day Limited Shares") will be issued on Completion with the remaining 
5,000,000 New Ordinary Shares to be issued only if the Company's cumulative 
profit before tax for the years ended 30 March 2010 and 30 March 2011, in 
aggregate, exceeds GBP1,000,000. 
 
 
In the financial year ended 31 May 2008, The Day Limited reported an 
unaudited accumulated carried forward loss of GBP79,041. As at 31 May 2008 it 
had net liabilities of GBP76,984.   The vendors of The Day Limited have agreed 
to transfer the company free of all liabilities. 
 
 
The vendors of The Day Limited include Len Sanderson and Richard Addis, 
Directors of the Company. Accordingly, the acquisition of The Day Limited 
constitutes a related party transaction for the purposes of the AIM Rules. The 
Independent Directors, being the Directors other than Len Sanderson and Richard 
Addis, consider, having consulted with Strand Partners, the Company's Nominated 
Adviser, that the terms of the acquisition of The Day Limited are fair and 
reasonable insofar as the shareholders are concerned. Strand Partners has taken 
into account the Independent Directors' commercial assessment of The Day 
Limited. 
 
 
The acquisition of The Day Limited is conditional upon shareholder approval and 
Admission. 
 
 
Agreements regarding JD Connect Limited 
 
 
On 24 September 2008 the Company entered into a three year agreement with John 
Devonshire Connect Limited ("JDC") under which JDC agreed to act as exclusive 
reseller of the imJack technology platform in the UK and certain other regions, 
the effective result of which was that revenue (net of costs) would be split on 
an agreed basis between JDC and Amteus. The agreement contains challenging 
annual performance targets which, if not met, entitles the Company to revoke the 
exclusivity granted to JDC within six months following the end of the relevant 
period end. 
 
 
The Company will, on Completion, enter into a call option agreement with the 
shareholders of JDC ("JDC Shareholders") under which the Company has the option 
to purchase the shares in JDC at any time within 9 months of Completion to be 
satisfied by the issue to the JDC Shareholders of up to 10,000,000 New Ordinary 
Shares.  In addition, if the Company exercises its option, the JDC Shareholders 
will be entitled to receive up to GBP1.85 million in cash (or, at the option of 
the Company, further New Ordinary Shares in the Company to the same value) if 
the Company achieves certain very challenging targets in terms of users and 
revenue generation from those users by 31 July 2011. 
 
 
Under the agreement, the Company is to pay the JDC Shareholders GBP20,000 per 
month to be used solely for the working capital requirements of JDC until the 
option is exercised (subject to a maximum of nine months). 
 
 
The Placing 
 
 
The Placing is to be effected on behalf of the Company by Daniel 
Stewart pursuant to the Placing Agreement. Daniel Stewart have agreed, subject 
to certain conditions, to use their reasonable endeavours to procure subscribers 
for the Placing Shares in aggregate. Under the Placing Agreement the conditions 
must be satisfied by no later than 3 July 2009. 
 
 
The Placing Shares will, on admission to trading on AIM, be credited as fully 
paid and rank pari passu in all respects with the New Ordinary Shares in the 
Company in existence following the capital reorganisation, including the right 
to receive all dividends and other distributions declared, made or paid on the 
New Ordinary Shares after that date. 
 
 
The Placing Agreement contains warranties in favour of Daniel Stewart and Strand 
Partners given by the Company, the Directors and Jeffrey Morris with respect to 
its business and certain matters connected with the Placing. In addition, the 
Company has given customary indemnities to Daniel Stewart and Strand Partners in 
connection with the Placing and their performance of services in relation to the 
Placing. Strand Partners and Daniel Stewart have certain rights to terminate the 
Placing Agreement in specified circumstances. 
 
 
Under the Placing Agreement, Strand Partners will be allotted 500,000 New 
Ordinary Shares at the Placing Price ("Strand Shares") in satisfaction of 
charges for previous services to the Company, such shares will be credited as 
fully paid and rank pari passu in all respects with the existing issued Ordinary 
Shares.Strand Partners will also be issued with an option to subscribe for 
880,215 New Ordinary Shares at the Placing Price (the "Strand Warrant"). 
 
 
Pursuant to the Placing, Jeffrey Morris will subscribe for 2,142,857 New 
Ordinary Shares at the Placing Price (the "Jeffrey Morris Commitment"). 
 
 
In addition, Jeffrey Morris will capitalise loans amounting to GBP110,000 into 
1,571,428 New Ordinary Shares (the "Jeffrey Morris Conversion Shares") at the 
Placing Price. Following Admission, Jeffrey Morris, together with his wife Debra 
Morris, will be interested in 33,536,479 New Ordinary Shares, representing 30.8 
per cent, of the Company's issued share capital on Admission. 
 
 
As Jeffrey Morris is a significant shareholder in the Company, the subscription 
for, and conversion of loans into, New Ordinary Shares by Mr Morris is a related 
party transaction under the AIM Rules. The Directors consider, having consulted 
with Strand Partners, that the terms of the subscription and conversion by 
Jeffrey Morris are fair and reasonable insofar as the shareholders are 
concerned. 
 
 
In addition, pursuant to the Placing certain consultants to the Company will be 
issued 2,785,714 New Ordinary Shares at the Placing Price ("Consultant Shares") 
and certain other advisers will be allotted 714,285 New Ordinary Shares at the 
Placing Price ("Adviser Shares"), each in satisfaction of charges for services 
to the Company, such shares to be credited as fully paid and rank pari passu in 
all respects with the existing issued New Ordinary Shares. In addition a further 
1,500,000 New Ordinary Shares will be issued to certain consultants if the 
Company's cumulative profit before tax for the years ended 30 March 2010 and 30 
March 2011, in aggregate, exceeds GBP1,000,000. 
 
 
Directors Dealings and Directorate Change 
 
 
Michael Abrahams, who is non-executive Chairman of the Company and Michael 
Howard, a non-executive Director of the Company, have agreed to capitalise loans 
and outstanding emoluments amounting to, in aggregate, GBP63,000 into 
900,000 New Ordinary Shares (the "the Directors Conversion Shares") at the 
Placing Price. 
 
 
Immediately following Completion, the Directors will have the following 
shareholdings in the Company; 
 
 
+------------------------+----------------------------+-------------------------+ 
|                        |  Number of Ordinary Shares |     Per cent. of issued | 
|                        |                            |        share capital on | 
|                        |                            |               Admission | 
+------------------------+----------------------------+-------------------------+ 
|                        |                            |                         | 
+------------------------+----------------------------+-------------------------+ 
| Michael Abrahams       |                  1,961,592 |                     1.8 | 
+------------------------+----------------------------+-------------------------+ 
| Michael Howard         |                    238,430 |                     0.2 | 
+------------------------+----------------------------+-------------------------+ 
| Len Sanderson          |                  1,999,980 |                     1.8 | 
+------------------------+----------------------------+-------------------------+ 
| Richard Addis          |                  1,500,010 |                     1.4 | 
+------------------------+----------------------------+-------------------------+ 
 
 
Under the Placing Agreement, if monies due under the Jeffrey Morris Commitment 
have not been received by the Company within 45 days of Completion, Michael 
Abrahams has undertaken to meet GBP65,000 of the commitment in cash (the 
"Michael Abrahams Commitment"). In addition, certain Directors have agreed to 
forego the payment of their remuneration on a month by month basis and to 
receive New Ordinary Shares at the Placing Price in lieu thereof (the 
"Remuneration Waiver") to the extent that Jeffrey Morris fails to meet his 
obligation under the Jeffrey Morris Commitment.  Accordingly, Mr Sanderson and 
Mr Abrahams have agreed to take remuneration in New Ordinary Shares for a 
maximum period of seven months from the date of the Placing if so required and 
Mr Addis will take the first GBP25,000 of remuneration due to him in the form of 
New Ordinary Shares if so required. 
 
 
The New Ordinary Shares issued pursuant to the Jeffrey Morris Commitment will be 
held in escrow by the Company's broker until such time as the relevant proceeds 
have been received from Jeffrey Morris or, failing that, pursuant to the Michael 
Abrahams Commitment and the Remuneration Waiver. These shares will be issued to 
any of Jeffrey Morris, Michael Abrahams, Len Sanderson or Richard Addis (as the 
case may be) in accordance with the funds paid or waived by them. 
 
 
The Company also announces that Peter Rackham, Technology Director, will resign 
his position as a Director of the Company with immediate effect.  The Board 
would like to wish Mr Rackham well in the future. 
 
 
Pursuant to the Placing Mr Rackham will also be issued up to 1,200,000 New 
Ordinary Shares at the Placing Price (the "Peter Rackham Shares") in 
satisfaction of charges for previous services to the Company, such shares will 
be credited as fully paid and rank pari passu in all respects with the existing 
issued Ordinary Shares. 
 
 
Lock-in and Orderly Market Arrangements 
 
 
The Company has entered into lock-in and orderly marketing deeds with Strand 
Partners, Daniel Stewart and certain shareholders in respect of 6,500,000 New 
Ordinary Shares (comprised of 1,500,000 of the Consultant Shares and The Day 
Limited Shares). The lock-in and orderly marketing deeds restrict the sale of 
The Day Limited Shares for a two year period from Admission and the sale of 
900,000 of the Consultant Shares for a period of one year from Admission while a 
further 600,000 of the Consultant Shares are subject to orderly marketing 
restrictions with the Company, Daniel Stewart and Strand Partners for a period 
of two years from Admission. 
 
 
The Company has also entered into orderly marketing deeds with Strand Partners, 
Daniel Stewart and certain shareholders in respect of 6,480,215 New Ordinary 
Shares (representing 1,000,000 of the Consultant Deferred Shares, the New 
Ordinary Shares subject to the Strand Warrant, the Peter Rackham Shares, the IP 
Consideration Shares and the Directors' Conversion Shares). Jeffrey and Debra 
Morris have also agreed with the Company, Daniel Stewart and Strand Partners to 
enter into orderly marketing arrangements in respect of the Loan Shares, the 
Jeffrey Morris Conversion Shares, the shares issued pursuant to the Jeffrey 
Morris Commitment and in respect of the 27,179,337 Ordinary Shares held by them 
as at the date of this document. The orderly marketing deeds provide that any 
sales of relevant New Ordinary Shares must be through the Company's broker and 
are subject to the approval of the broker and Nominated Adviser for a period of 
12 months from Admission. 
 
 
Shareholder Loan 
 
 
Mr Morris has entered into a conditional loan agreement with the Company (the 
"Loan") pursuant to which he will provide up to GBP500,000 to the Company in 
certain circumstances. The Loan will be on normal commercial terms having regard 
to the Company's prospects and will include a facility fee of GBP10,000 payable 
pursuant to the Placing as 142,857 New Ordinary Shares in the Company at the 
Placing Price (the "Loan Shares").  As Jeffrey Morris is a substantial 
shareholder in the Company, the Loan is a related party transaction under the 
AIM Rules. 
 
 
The Directors consider, having consulted with Strand Partners, the Company's 
Nominated Adviser, that the Loan is fair and reasonable insofar as the 
shareholders are concerned.  Strand Partners has taken into account the 
Directors' commercial assessment of the proposed arrangements in relation to the 
Loan. 
 
 
Use of Proceeds 
 
 
The net proceeds of the Placing of GBP1.95 million will be used to satisfy the 
consideration for the licence of the Intellectual Property and for general 
working capital purposes, which will allow the Company to continue moving 
towards the full commercialisation of its business plan utilising the imJack 
technology platform. 
 
 
Working Capital 
 
 
Subject to market conditions and various assumptions the Company's current 
business model assumes that sufficient revenue will be generated in the final 
quarter of 2009 and beyond such that no further external funding will be 
required in addition to the Loan provided by Jeffrey Morris. However, as is 
customary for a business in the early stages of development, it is difficult to 
predict the timing of revenues with accuracy and in the event that revenues are 
materially delayed, or are materially less than those anticipated by the 
Directors, further funding may be required to finance working capital. There can 
be no guarantee that such funding will be available. 
 
 
General Meeting 
 
 
Due to the size of the Placing relative to the Company's existing authority to 
allot shares and the need for the Capital Reorganisation, the Placing is 
conditional, inter alia, upon the passing of certain resolutions by the 
Company's shareholders at a GM of the Company to be held on Friday 5 June 2009 
at 10am. A circular containing a notice of the GM is being posted to the 
Company's shareholders on 20 May 2009. 
 
 
Capital Reorganisation 
 
 
The Company's existing ordinary shares have a nominal value of 10p per share 
and, in order to enable the Placing to take place, the Board is seeking the 
approval of shareholders for, inter alia, a capital reorganisation of the 
Company's authorised share capital. Under the proposed reorganisation each 
ordinary share of 10p will initially be subdivided into 10 new ordinary shares 
of 1p each to reduce the nominal value of the Company's share capital to 1p per 
ordinary share.  Then 9 of the 10 newly subdivided ordinary shares will be 
redesignated as deferred shares (the "Deferred Shares"). The Deferred Shares 
will have no rights to vote or receive dividends nor to a return of capital 
unless on liquidation and only then after each New Ordinary Share has received 
GBP15,000,000..  Existing share certificates will continue to be valid and no 
certificates will be issued in respect of the Deferred Shares. The Company 
intends to either redeem, cancel or purchase the Deferred Shares in accordance 
with the Company's proposed new articles of association. 
 
 
Following implementation of the capital reorganisation, the New Ordinary Shares 
will have identical rights to the currently existing ordinary shares (and not 
the Deferred Shares), including their ranking for dividends. 
 
 
The Board is also seeking shareholder approval at the GM to increase the 
Company's authorised share capital, to renew the Directors' authority to allot 
shares pursuant to section 80 of the Act, to disapply section 89(1) of the Act, 
replace the Company's articles of association and to change the Company's name 
to imJack Plc. 
 
 
The GM will be held at Fladgate LLP, 25 North Row, London, W1K 6DJ on Friday 
5 June 2009 at 10 am. Pursuant to the AIM Rules, a copy of the Circular 
incorporating notice of GM will shortly be available to download from the 
Company's website at www.imjack.com. 
 
 
Subject to the approval of the resolutions contained within the Circular, 
application will be made for the New Ordinary Shares of 1p each to commence 
trading on AIM with effect from 8 June 2009.  All existing share certificates 
will remain valid and the Company's ISIN number will remain unchanged. 
 
 
Admission 
 
 
Application will be made to the London Stock Exchange to admit the New Ordinary 
Shares, the Placing Shares, the Strand Shares, The Day Limited Shares, the 
Consultant Shares, the Peter Rackham Shares, the Jeffrey Morris Conversion 
Shares, the Loan Shares, the Adviser Shares, the IP Consideration Shares and the 
Directors' Conversion Shares totalling in aggregate 108,822,473 Ordinary 
Shares (together the "Total Shares") to trading on AIM ("Admission"). It is 
expected that, subject to the passing of the resolutions to be proposed in 
connection with the Proposals at the GM, admission of the Total Shares will 
become effective on AIM and dealings in will commence at 8.00 am on 8 June 2009 
or such later time as the Company, Strand Partners and Daniel Stewart may agree 
in accordance with the Placing Agreement being not later than 3 July 2009. 
 
 
New Articles of Association 
 
 
It is proposed that, conditional on the Placing, the current articles of 
association of the Company will be amended and replaced by new articles of 
association. The reason for the change is to accommodate the changes necessary 
for a Company that has ordinary and deferred classes of shares and to make 
various other changes necessary or appropriate as a result of the implementation 
of the Companies Act 2006.  The proposed new articles of association will 
shortly be made available on the Company's website, www.imjack.com.  A summary 
of material amendments to the articles is set out in the circular to be sent to 
shareholders on 20 May 2009. 
 
 
Recommendation 
 
 
The Directors consider the Proposals to be in the best interests of shareholders 
and recommend that shareholders vote in favour of the resolutions to be proposed 
in connection with the Proposals. Those Directors who hold shares in the Company 
intend to vote in favour of such resolutions in respect of their own beneficial 
holdings of ordinary shares amounting, in aggregate, to 1,300,023 ordinary 
shares (representing approximately 2.1 per cent. of the ordinary shares in 
issue). 
 
 
  Timetable of Principal Events 
 
 
The expected timetable of principal events is summarised below: 
 
 
+------------------------------------------------+-----------------------------+ 
| Notice of GM and proposed new articles of      |                 20 May 2009 | 
| association available on www.imjack.com        |                             | 
+------------------------------------------------+-----------------------------+ 
| Latest time and date for receipt of forms of   |         10am on 3 June 2009 | 
| proxy for the GM                               |                             | 
+------------------------------------------------+-----------------------------+ 
| GM                                             |                 5 June 2009 | 
+------------------------------------------------+-----------------------------+ 
| Record date for Capital Reorganisation         |                 5 June 2009 | 
+------------------------------------------------+-----------------------------+ 
| Admission effective and dealings in the        |                 8 June 2009 | 
| Enlarged Issued Share Capital expected to      |                             | 
| commence on AIM                                |                             | 
+------------------------------------------------+-----------------------------+ 
| Expected date on which CREST accounts are to   |                 8 June 2009 | 
| be credited with all new shares to be issued   |                             | 
+------------------------------------------------+-----------------------------+ 
| Expected date new share certificates will be   |                12 June 2009 | 
| despatched in respect of all new shares to be  |                             | 
| issued                                         |                             | 
+------------------------------------------------+-----------------------------+ 
 
 
Unless the context otherwise requires, defined terms in this announcement shall 
have the meanings given to them in the Circular sent to shareholders of the 
Company on 20 May 2009 and available on the Company's website, www.imjack.com. 
 
 
 
 
For further information, please contact: 
 
 
+--------------------------------------------------+---------------------+ 
| Amteus plc                                       |   Tel: [phone] | 
| Len Sanderson, CEO                               |      www.imjack.com | 
|                                                  |                     | 
+--------------------------------------------------+---------------------+ 
| Strand Partners Limited (Nomad)                  |  Tel: [phone] | 
| James Harris/ Paul Cocker                        |                     | 
|                                                  |                     | 
+--------------------------------------------------+---------------------+ 
| Daniel Stewart & Company plc(Broker)             |  Tel: [phone] | 
| Martin Lampshire/ Stewart Dick                   |                     | 
|                                                  |                     | 
+--------------------------------------------------+---------------------+ 
| Rawlings Financial PR Limited                    |   Tel: [phone] | 
| Catriona Valentine                               |                     | 
|                                                  |                     | 
+--------------------------------------------------+---------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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