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AUS Amteus

7.75
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Amteus LSE:AUS London Ordinary Share GB00B0NBKL01 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 7.75 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Trading update, placing and related party agreement

24/12/2008 7:00am

UK Regulatory


    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION IS UNLAWFUL.

                                                               24 December 2008

                                  Amteus plc                                   

                          ("Amteus" or the "Company")                          

 Trading update, placing to raise £750,000 and royalty agreement with related  
                                     party                                     

Trading Update

Further to the trading update released on 19 September 2008, the Board of
Amteus is pleased to announce the successful launch and roll-out to schools of
the Company's imJack Web 2.0 product.

The imJack product, which is a web-based, secure solution for communication and
collaboration in education, allowing learners, parents and teachers to interact
and communicate in an enclosed and private environment, has been actively
marketed and sold to schools across the UK in November and December.

During this time, 176 schools, representing 168,000 users, have signed up to
use the imJack communications system and over 100,000 teachers have also
committed to use the product, making a total of 268,000 users. This compares to
the initial target previously announced of 1,000 schools and 1 million users
within the first 12 months.

Amteus is continuing discussions with a number of potential corporate sponsors,
who recognise the growth potential of imJack and the inherent value of highly
targeted marketing campaigns to its quantifiable user base. The Directors of
Amteus are confident that the rapid growth of the product's active user base
will encourage sponsors to commit to campaigns in the first quarter of 2009.

The Company is also at an advanced stage of discussions with a national not for
profit organsiation with a view to it adopting the imJack platform as the basis
for a multi user public facing website. If these discussions are successful, it
is likely to lead to a fully sponsored rollout of the proposed website with the
support of a global corporation.

The Placing

Amteus also announces that it has conditionally raised £750,000, before
expenses, from the placing of 7,500,000 ordinary shares in the capital of the
Company ("Ordinary Shares") at 10p (the "Placing Price") per share (the
"Placing Shares") with institutional and other investors (the "Placing"). The
Placing is conditional on admission of the new Ordinary Shares to trading on
AIM ("Admission").

The cost of developing and bringing the Company's products to market, combined
with the fact that the Company has not yet achieved sufficient levels of sales
to achieve profits and cash breakeven, has resulted in continuing losses. The
proceeds of the Placing, which amount to approximately £725,000 after expenses,
will allow the Company to satisfy certain trade creditors and provide
additional working capital for at least the next four months, by which time the
Board will have greater visibility of product sales and other potential
revenues.

In the event that the expected level of sales, which includes advertising and
sponsorship revenues, is not reached in the next four months, the Company will
be required to raise additional funds. Should Amteus be unsuccessful in raising
these further funds or should the Placing be unsuccessful, this is likely to
have a material adverse effect on the Company's financial position and
operations and it would be obliged to seek alternative financing solutions,
including an early sale of the business.

Directors' participation in the Placing

Pursuant to the terms of a placing letter dated 17 December 2008 between the
Company and Jeffrey Morris, Executive Deputy Chairman, he and his wife, Debra
Morris, have conditionally agreed to subscribe for 2,900,000 Ordinary Shares in
the Placing, which will represent 4.71 per cent. of the enlarged issued share
capital of the Company (the "Enlarged Issued Share Capital").

In addition, pursuant to the terms of a placing letter dated 17 December 2008
between the Company and Michael Abrahams, Non-executive Chairman, he has
conditionally agreed to subscribe for 1,000,000 Ordinary Shares in the Placing,
which will represent 1.62 per cent. of the Enlarged Issued Share Capital.

Immediately following Admission, Jeffrey Morris and Michael Abrahams will hold
27,179,337 Ordinary Shares and 1,133,021 Ordinary Shares, which will represent
44.36 per cent. and 1.85 per cent. of the Enlarged Issued Share Capital,
respectively.

Following the proposed Placing, the Company will have 61,263,323 ordinary
voting shares in issue. It is intended that application will be made for the
Placing Shares to be admitted to trading on AIM. Dealings are expected to
commence on 5 January 2009.

Mr Abrahams and Mr Morris, as directors of the Company, are related parties for
the purposes of the Placing. The independent directors of Amteus, having
consulted with John East & Partners Limited ("JEP"), the Company's Nominated
Adviser, consider the terms of the Placing to be fair and reasonable insofar as
the Company's shareholders are concerned. In advising the independent
directors, JEP has taken into account the commercial judgement of the
independent directors.

Royalty agreement with related party

Amteus announces that it has entered into a royalty agreement (the "Agreement")
with The Media Buzz Limited ("Mediabuzz"). Under the Agreement, Amteus will pay
a royalty to Mediabuzz for each sale of its secure communication product, the 
imJack Web 2.0 product. Mediabuzz has funded a large proportion of the imJack
Web 2.0 development costs, which have been in excess of £500,000 to date. The
Company has therefore entered into the Agreement for the rights for the web 2.0
technology for the Education sector.

Under the Agreement, Amteus will pay Mediabuzz royalties amounting to 10 per
cent. of revenues.

Jeffrey Morris, the Executive Deputy Chairman of Amteus, and his wife, who
together, prior to the Placing, hold 45.16 per cent. of the issued share
capital of Amteus, together own the entire issued share capital of The Media
Buzz Holdings Limited ("Mediabuzz Holdings"), the parent company of Mediabuzz.
Michael Abrahams, the Chairman of Amteus, is also a director of Mediabuzz
Holdings.

Under the AIM Rules, the Agreement is with a related party. The independent
directors of Amteus, having consulted with JEP, the Company's Nominated
Adviser, consider the terms of the Agreement to be fair and reasonable insofar
as the Company's shareholders are concerned. In advising the independent
directors, JEP has taken into account the commercial judgement of the
independent directors.

Enquiries:

Amteus plc                                        Today only: 01653 618 016
                                                                           
Michael Abrahams (Chairman)                              Tel: 020 7628 2200
                                                                           
John East & Partners Limited                             Tel: 01653 618 016
                                                                           
John East/Simon Clements                                                   
                                                                           
Rawlings Financial PR Limited                                              
                                                                           
Catriona Valentine                                                         

This announcement is for information purposes only and does not constitute an
offer or invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.

John East & Partners Limited, which is authorised and regulated by the
Financial Services Authority, is acting exclusively for the Company and no one
else in connection with the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of John
East & Partners Limited or for providing advice in relation to the Placing or
any transaction or any other matters referred to herein.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

The information contained in this announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States,
Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction
in which such publication or distribution is unlawful. The Placing Shares have
not been and will not be registered under the US Securities Act of 1933, as
amended, or under the laws of any state of the United States. This announcement
does not constitute an offer to sell or issue, or the solicitation of an offer
to buy or subscribe for, securities in the United States, Australia, Canada,
Japan or the Republic of South Africa or in any jurisdiction in which such
offer or solicitation is unlawful and should not be relied upon in connection
with any decision to acquire Placing Shares or other securities in the capital
of the Company. There will be no public offer of Placing Shares in the United
Kingdom or elsewhere.



END



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