Notice of EGM

RNS Number:9977P
Greatfleet PLC
13 March 2008



Embargoed for release at 7 a.m.


                                 13 March 2008

                                 Greatfleet Plc
                        ("Greatfleet" or the "Company")

                         Placing to raise £1.48 million

                  1 for 10 Consolidation of the share capital

                                 Notice of EGM



The Board of Greatfleet PLC (AIM:GFG), the specialist recruitment business,
announces today that it is seeking to raise £1.48 million (before expenses)
through a conditional placing of 5,913,020 new Consolidated Ordinary Shares with
certain institutions and other investors at 25 pence per Placing Share
(equivalent to 2.5 pence per existing Ordinary Share) subject to approval by
shareholders at an EGM on the 7th April 2008.



The funds raised pursuant to the Placing will be used to, inter alia,, provide
additional working capital for the Group, enable the Company to repay certain of
its creditors and allow for the organic development of the Group. The Company
also announced today a proposed share consolidation of the share capital of the
Company on the basis of 1 Consolidated Ordinary Share for every 10 existing
Ordinary Shares.



Attached to this announcement are extracts from the Circular which sets out the
background to the proposals and further details on them. Copies of the Circular,
including the Notice of EGM, will be posted to shareholders today and are
available from the Company's nominated adviser and broker, Noble & Company
Limited, 76 George Street, EH2 3BU, free of charge, for a period of one month.



Colin Gerstein, Chief Executive of Greatfleet, commented:



"I am very happy with the support we have received for the placing. Since the
conclusion of the strategic review in November 2007, the Board has rationalised
the Group's brands, re-focused the Group's activities both by sector and region,
rationalised headcount and costs, and following the placing is now in a stronger
position to meet its targets of growth and profitability."



For further information please contact:

Greatfleet plc                                 Tel: [phone]
Sir John Baker, Non-Executive Chairman
Colin Gerstein, Chief Executive Officer

Noble & Company Limited                        Tel: [phone]
Nick Naylor
Nick Athanas

Parkgreen Communications Limited               Tel: [phone]
Simon Robinson
Ben Knowles



The following information is an extract from the "Circular" that will be posted
to shareholders today.

Introduction



The Company has today announced a conditional placing of 5,913,020 new Placing
Shares at the Placing Price together with 1 Warrant for every 10 Placing Shares
subscribed for to raise approximately £1.48 million (before expenses). The funds
raised pursuant to the Placing will be used to, inter alia, provide additional
working capital for the Group, enable the Company to repay certain of its
creditors and allow for the organic development of the Group. The Company also
announced today the Share Consolidation of the share capital of the Company of 1
Consolidated Ordinary Share for every 10 existing Ordinary Shares.



Each Warrant entitles each investor to subscribe for one new Consolidated
Ordinary Share at a subscription price of 40 pence per Consolidated Ordinary
Share exercisable for a period of one year from the date of Admission.



The Placing is conditional upon the passing of certain resolutions by
Shareholders at an extraordinary general meeting to increase the authorised
share capital of the Company, to approve the Share Consolidation, to authorise
the allotment of the Placing Shares and the Warrants and to disapply pre-emption
rights to enable the Directors to allot the Placing Shares and the Warrants for
cash to persons other than current Shareholders. The Directors have convened the
EGM at which Shareholders will be asked to consider and, if thought fit, pass
such resolutions and certain other resolutions. The Placing is also conditional,
inter alia, on Admission occurring on 8 April 2008 (or such later date as Noble
and the Company shall agree, but in any event not later than 30 April 2008). The
Placing Shares are equivalent to approximately 33.2 per cent. of the Enlarged
Share Capital and the Placing Price represents a discount (as adjusted to
reflect the Share Consolidation) of approximately 33.3 per cent. to the closing
mid-market price of an existing issued Ordinary Share of 3.75 p (equivalent to a
mid-market price of a Consolidated Ordinary Share of 37.5p) on 12 March 2008,
the latest practicable date prior to the production of this document.



In addition, the Directors are proposing a change to the deferred consideration
due to Colin Gerstein and Tony Cox following their sale of Qualitas to the Group
in September 2007. Further details of this change is set out below.



The Directors are also taking the opportunity to propose the adoption of new
articles of association for the Company and a Long Term Incentive Plan, further
details of which are set out below.



Application will be made to the London Stock Exchange for the Placing Shares and
the Deferred Consideration Shares to be admitted to trading on AIM. It is
expected that, following the passing of the Resolutions at the EGM, dealings in
the Placing Shares and the Deferred Consideration Shares will commence on or
around 8 April 2008.  No application is being made for the Warrants to be
admitted to trading on AIM.



Subject to the passing of the Resolutions and Admission becoming effective not
later than 8 April 2008, the Placing Shares, the Deferred Consideration Shares
and the Warrants will be issued and the Placing Shares and the Deferred
Consideration Shares will rank pari passu with the Consolidated Ordinary Shares
in issue at Admission.



The purpose of this document is to provide you with further information about
and to explain why the Directors consider the Placing, which is being carried
out on a non pre-emptive basis, the issue of the Deferred Consideration Shares,
the Share Consolidation and the adoption of the new articles of association and
the LTIP to be in the best interests of the Company and Shareholders as a whole.



Shareholders should be aware that if the Resolutions are not approved by
Shareholders at the Extraordinary General Meeting then the Company will be
required to re-negotiate terms with certain of its principal creditors. There
can be no guarantee that such re-negotiations will be possible or on terms which
are advantageous to the Company or its Shareholders.



Notice of the EGM (which is to be held at 10.00 a.m on 7 April 2008 at the
offices of Maclay Murray & Spens LLP, 12th floor, One London Wall, London, EC2Y
5AB, at which, inter alia, the Resolutions will be proposed), is set out at the
end of this document.



Background to and reasons for the Placing



On 12 September 2007, Greatfleet acquired Qualitas for a total initial
consideration of £3.4 million (in addition to deferred consideration of £1.0
million dependent on certain conditions being met in 2008). Qualitas specialises
in the provision of recruitment consultancy services to the professional
services industry through Qualitas in Dublin and Edinburgh and also provides HR
consultancy services through Qualitas HR Solutions in Dublin. At the time of
acquisition, Qualitas, which was founded in late 2003 by Colin Gerstein and Tony
Cox, was based in Dublin and Edinburgh and had 32 employees. The vendors to
Qualitas were Colin Gerstein and Tony Cox.



In October 2007, following the resignation of Stuart Blake, Chief Executive
Officer, Colin Gerstein was appointed to the Board as the Company's Chief
Executive Officer and Tony Cox was appointed to the Board as an Executive
Director. Following their appointments, and at the Board's request in the light
of the current trading at the time and other matters that had come to light,
Colin Gerstein and Tony Cox undertook an operational and strategic review of the
Company.



On 5 November 2007, the Company announced that the outcome for the current year
was likely to be significantly below its previous expectations due to the
Company's trading in October 2007 being significantly below budget and the Board
becoming aware of certain matters as a result of the review by Colin Gerstein
and Tony Cox. On 15 November 2007, the Company announced the results of the
review, current trading and an outline of the Board's strategy for the future.



The Company is now proposing to raise approximately £1.48 million (before
expenses) by the issue of the Placing Shares and the Warrants at the Placing
Price to institutional and other investors. The net proceeds from the Placing
will provide the Group with additional working capital to enable the new
management team to pursue organic growth.



Current trading and future prospects



Since the conclusion of the operational and strategic review in November 2007,
the Board have rationalised the

Group's brands, re-focused the Group's activities both by sector and region and
put in place an operational management structure to enable the business to
improve its performance. In addition, the issues highlighted in the announcement
on 15 November 2007 have largely been resolved by the Company. In particular, in
the announcement of 15 November 2007, the Company announced that the past
executive management team had increased the credit facilities available to
Project Technology Limited to £140,000 and that the Board were now taking active
steps to recover the outstanding amounts. The outstanding amount has now been
reduced to £20,000 and the Company has agreed terms for full settlement of the
outstanding debt by 19 April 2008.



Steps have also been taken to deal with the Company's two long term vacant
commercial properties which the Company leases. This includes the opening of a
new Qualitas office in the Group's Leeds property that had previously been
vacant for four years. The Company's other London property is currently in the
process of being sub-let.



The Company's back-office resources have been substantially restructured and a
recognised accounting system has now been installed and is operational. The
Group has also implemented a new credit control process so that average debtor's
days are reduced. Our stated revenue recognition policy is now adhered to across
all business areas.



In addition, since the new executive management team have been appointed, an
extensive cost rationalisation programme has been completed which the Board
expects will result in substantial cost savings for the Company.



Group net fee income per consultant has increased by 52 per cent. between 1
November 2007 and 31 January 2008 across a rationalised headcount. In the
announcement of 15 November 2007, the Board outlined that it was likely that the
Company would make a small loss in the financial year to 31 December 2007. The
Company will also incur substantial exceptional, non-recurring costs in relation
to the actions taken by the Board in light of the operational and strategic
review and the resolution of legacy issues. This will result in the Company
generating a higher aggregate net loss for the year ended 31 December 2007.
However in January 2008 and February 2008 the Company has traded above
management expectations.



The Group's operations are now focused on two core brands - Longbridge Search &
Selection (formerly trading as Fleet Search & Selection, Longbridge
International and Longbridge Selection) and Qualitas People Solutions (formerly
Fleet IT, Law & Finance International and Qualitas People Solutions). Longbridge
is focused on recruitment to partner and associate level in the legal, banking
and finance and technology sectors and operates in London, Frankfurt, Dublin and
Edinburgh. Qualitas focuses on legal, banking and finance and technology
recruitment to middle management level and operates in London, Leeds, Norwich,
Dublin and Edinburgh.The Board anticipate that further regional offices of
Qualitas will be opened in key locations shortly in order to take full advantage
of the Company's brands and strong regional reputation within the UK.


The Board believes that future growth will come from a number of key initiatives
including a focus on improving margin and profit performance, adding headcount
at appropriate locations across the two brands and, in due course, acquisitions
to complement the current Greatfleet business. It is envisaged that such
acquisitions would allow increased market share, cash flow, profitability and
enhance expertise within the management team. The Company's mid-term strategy is
to become more dominant in the markets in which it operates and to continue to
focus on margins and profitability. The Company would wish to operate a
progressive dividend policy subject to the availability of distributable
reserves.



The Company intends to release its results for the 12 months to 31 December 2007
on 15 May 2008.



Board changes



Tony Cox, having previously indicated to the Board that he would consider
leaving the Company provided a suitable replacement could be found, has today
informed the Board of his intention to step down from the Board as an Executive
Director of the Company for personal reasons with effect from the date of the
Extraordinary General Meeting. Tony will be returning to live in Dublin but will
be available to the Company until 30 June 2008 to assist with the handover to
his replacement. The Company are pleased to announce that they have agreed terms
and a start date with a suitable operational replacement for Tony Cox and will
in due course consider the appointment of a new Managing Director to the Board.



The Board has reluctantly accepted Tony's resignation and would like to thank
Tony for his contribution to the Company since he was appointed to the Board in
October 2007.



Use of proceeds



The Company is proposing to raise £1.48 million (before expenses) by the issue
of the Placing Shares and the Warrants at the Placing Price to institutional and
other investors. The Placing Shares will, when issued, be equivalent to
approximately 33.2 per cent. of the Enlarged Share Capital and the Placing Price
represents a discount (as adjusted to reflect the Share Consolidation) of
approximately 33.3 per cent. to the closing mid-market price of an existing
Ordinary Share of 3.75p on 12 March 2008 (equivalent to a mid-market price of a
Consolidated Ordinary Share of 37.5p), the latest practicable date prior to the
production of this document.



The proceeds from the Placing will be utilised to repay certain creditors of the
Company, provide additional working capital and allow for the organic
development of the Group. The Board would, in due course, also considering
potential acquisitions to further strengthen the trading position of the
Company.



Under the Placing, the Directors have agreed to subscribe for a total of 800,000
Placing Shares and 80,000Warrants at the Placing Price as follows:


Director                                     Number of Placing   Placing Shares as      Number of Warrants
                                             Shares subscribed    per cent. of the  issued pursuant to the
                                                           for      Enlarged Share                 Placing
                                                                           Capital

Sir John Baker (Non-Executive Chairman)            60,000                  0.34               6,000 

Colin Gerstein (Chief Executive Officer)          400,000                  2.25              40,000

Tony Cox (Executive Director)                     280,000                  1.58              28,000

Keith Lassman (Non-Executive Director)             20,000                  0.11               2,000

Karl Monaghan (Non-Executive Director)             40,000                  0.22               4,000



In addition, as outlined below, Colin Gerstein and Tony Cox are being issued
with, conditional upon the Resolutions being passed at the EGM, the Deferred
Consideration Shares. Pursuant to the issue of Deferred Consideration Shares,
Colin Gerstein and Tony Cox will also be issued with one Warrant for every 10
Deferred Consideration Shares.



The interests of the Directors in the share capital of the Company following
completion of the Placing and the issue of the Deferred Consideration Shares
will be as follows:


Director                                                   Number of        Consolidated      Number of Warrants
                                                        Consolidated  Ordinary Shares as
                                                     Ordinary Shares    per cent. of the
                                                                          Enlarged Share
                                                                                 Capital



Sir John Baker (Non-Executive Chairman)                   127,837                0.72               6,000

Colin Gerstein (Chief Executive Officer)                3,101,100               17.43             220,000

Tony Cox (Executive Director)                           2,067,800               11.62             118,000

Keith Lassman (Non-Executive Director)                     20,659                0.12               2,000

Karl Monaghan (Non-Executive Director)                     40,000                0.22               4,000



Proposed New Long Term Incentive Plan



The Directors are also proposing the adoption of a Long Term Incentive Plan. The
success of the Group is dependent on the efforts of its employees, and the
Directors believe that equity incentives are and will continue to be a good
means of motivating employees. The Plan may also serve as a valuable tool in the
recruitment of new executives.



Further details of the proposed Plan will be set out in the Circular.



Proposed Award under the Plan to Colin Gerstein



It is proposed that Colin Gerstein will be the initial participant in the Plan.
If the Plan is adopted the Committee intend to make an Award to him over such
number of Consolidated Ordinary Shares as is equal to 5 per cent. of the
Enlarged Share Capital.



The performance period which the Committee intends to adopt on the first Award
under the Plan to Colin Gerstein is three years from the date of making of the
Award. The performance target which the Committee intends to adopt on such Award
will be based on the percentage difference between (i) the Placing Price of a
Consolidated Ordinary Share and; (ii) the average of the middle market quotation
of a Consolidated Ordinary Share during such consecutive six month period within
the twelve month period immediately prior to the end of the three year
performance period as the Committee in their discretion specify (the "Vesting
Price"). This will then determine the percentage of the Award that vests.

To the extent that the Award vests, Colin Gerstein will be invited to subscribe
for the appropriate number of Consolidated Ordinary Shares at the nominal value
thereof.



Deferred Consideration Shares



As outlined above, on 12 September 2007 the Company acquired Qualitas for a
total initial consideration of £3.4 million. In addition, a further deferred
consideration of up to £1.0 million was potentially payable by the Company
dependent upon: (i) Colin Gerstein and Tony Cox remaining as employees of the
Company until December 2008; and (ii) the enlarged Greatfleet group achieving
its budget in 2008. The deferred consideration was to be settled either fully or
partly by the allotment and issue of Ordinary Shares in the capital of the
Company and this was to be at the entire discretion of the Board.

In light of the changes to the Board and the reporting lines of the Group since
the acquisition of Qualitas in September 2007, the Board believe that the
deferred consideration arrangements put in place in September 2007 are no longer
aligned to the interests of Shareholders as a whole or Colin Gerstein (Chief
Executive Officer) and Tony Cox (Executive Director). As such the Board (with
Colin Gerstein and Tony Cox abstaining from discussion, due to their interests
in the transaction) have agreed to settle the deferred consideration
arrangements at this present time and for a considerably lower amount, being a
total of £675,000 (of which £450,000 will be payable to Colin Gerstein and
£225,000 will be payable to Tony Cox) . This will be satisfied wholly through
the issue of 1,800,000 new Consolidated Ordinary Shares at the Placing Price to
Colin Gerstein and the issue of 900,000 new Consolidated Ordinary Shares at the
Placing Price to Tony Cox.  In addition, as part of the deferred consideration
arrangements, Colin Gerstein and Tony Cox will be issued with Warrants on the
basis of one Warrant for every 10 Deferred Consideration Shares, resulting in
the issue of 180,000 Warrants to Colin Gerstein and 90,000 Warrants to Tony Cox
pursuant to the deferred consideration arrangements. The issue of the Deferred
Consideration Shares is conditional upon the passing of the resolutions at the
EGM.



The issue of the Deferred Consideration Shares to Colin Gerstein and Tony Cox
constitute related party transactions for the purposes of rule 13 of the AIM
Rules for Companies. The independent directors (being Sir John Baker, Keith
Lassman and Karl Monaghan) consider, having consulted with Noble, the Company's
nominated adviser, that the terms of the deferred consideration arrangements
being entered into by the Company with Colin Gerstein and Tony Cox are fair and
reasonable insofar as its shareholders are concerned. In discussing the issue of
the Deferred Consideration Shares and the associated Warrants with the
independent directors of the Company, noble has taken into account their
commercial assessments, and the requirement to incentivise the executive
management team of the Company.



Terms of the Placing



The Company proposes to raise approximately £1.48 million (before expenses)
through the issue of 5,913,020 Placing Shares at the Placing Price and 591,302
Warrants pursuant to the Placing. The Placing will not be underwritten. The
Placing Shares will represent 33.2 per cent. of the Enlarged Share Capital.



On 12 March 2008, the Company entered into a Placing Agreement with Noble
pursuant to which Noble was appointed as the Company's agent to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price and the Warrants. Pursuant to the Placing Agreement the Company
has agreed to pay Noble an advisory fee plus VAT (subject to Admission taking
place).



The Placing is conditional, inter alia, on:

*    the passing of Resolutions 1, 2 and the Placing Resolution at the
     Extraordinary General Meeting;

*    the Placing Agreement becoming unconditional in all respects and not
     having been terminated in accordance with its terms; and

*    Admission taking place on 8 April 2008 or such later date as Noble and
     the Company shall agree but in any event not later than 30 April 2008.



Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that dealings in the Placing
Shares and the Deferred Consideration Shares will commence on or around 8 April
2008. The Placing Shares and the Deferred Consideration Shares will rank pari
passu with the Consolidated Ordinary Shares in issue at Admission. The Placing
is being made on a non pre-emptive basis as the time and costs associated with a
pre-emptive offer are considered by the Directors to be excessive.


The Warrants



The Company will issue 861,302 Warrants under the terms of the Warrant
Instrument to subscribers for the Placing Shares and the Deferred Consideration
Shares on Admission on the basis of one Warrant for every 10 Placing Shares
subscribed for under the Placing and one Warrant for every 10 Deferred
Consideration Shares issued. Each Warrant entitles the holder to subscribe for
one new Consolidated Ordinary Share. Subject to their terms, the Warrants are
exercisable at any time prior to 8 April 2009 at a price of 40 pence per
Consolidated Ordinary Share (equivalent to 4 pence per existing Ordinary Share).



No application is being made for the Warrants to be admitted to trading on AIM.
The Warrants will not be transferable.



Share Consolidation



The Board proposes that the Ordinary Shares in the Company will be consolidated
on the basis of one Consolidated Ordinary Share for every 10 existing Ordinary
Shares which the Directors consider will provide a more appropriate share price
for the Company's ordinary shares, which is expected to benefit all
Shareholders. The Company currently has 91,804,721 Ordinary Shares in issue
(prior to the exercise of any options). Following the Share Consolidation, the
Company will have 9,180,472 Consolidated Ordinary Shares in issue (before the
Placing and the issue of the Deferred Consideration Shares). The new
Consolidated Ordinary Shares will have the same rights as to voting, dividends
and return on capital as the existing Ordinary Shares.



In the event that any Shareholders become entitled to fractions of Ordinary
Shares as a result of the Share Consolidation, the Directors are authorised by
the existing articles of association of the Company to deal with such fractions
as they shall determine including selling the Consolidated Ordinary Shares
representing such fractions to any person for the best price reasonably
obtainable and distributing to the Shareholders who had a fractional entitlement
to such shares the net proceeds of the sale in due proportions.



Shareholders who hold their existing Ordinary Shares in uncertificated form are
expected to have their CREST accounts credited with the Consolidated Ordinary
Shares on 8 April 2008.



Certificates for the Consolidated Ordinary Shares will be despatched by 15 April
2008. Temporary certificates of title will not be issued. Certificates for
existing Ordinary Shares will no longer be valid after 7 April 2008 and should
be destroyed upon receipt of certificates in respect of the Consolidated
Ordinary Shares. Pending despatch of the definitive certificates in respect of
the Consolidated Ordinary Shares, transfers of the Consolidated Ordinary Shares
held in certificated form will be certified against the register.



All documents will be sent to Shareholders at their own risk.



Articles of Association



Since the Company's existing articles of association were last amended on 27
July 2006 (the "Existing Articles"), there have been a number of changes to
company law as a result of the implementation of the Companies Act 2006 ("2006
Act"). The Company has been advised to update its Existing Articles and the
Board is therefore asking shareholders to approve the adoption of new articles
of association ("New Articles") to reflect certain of those changes. A summary
of the principal changes being incorporated in the New Articles are set out in
the circular being sent to shareholders today. It is expected that the 2006 Act
will not be fully in force until October 2009, therefore, it may be necessary to
propose further changes to the New Articles in respect of the 2006 Act at future
annual general meetings of the Company.



A copy of the Existing Articles and the New Articles will be available for
inspection at both the registered office of the Company at 85 Gracechurch
Street, London EC3V 0AA and the offices of the Company's solicitors, Maclay
Murray &Spens LLP, One London Wall, London EC2Y 5AB (excluding weekends and
public holidays) from the date of this Circular to the close of the EGM.



Extraordinary General Meeting



Notice has been given in the Circular posted today of an EGM of the Company to
be held at the 10.00 a.m on 7 April 2008 at the offices of Maclay Murray & Spens
LLP, 12th floor, One London Wall, London, EC2Y 5AB, at which the resolutions set
out in such notice will be proposed.



Resolution 1 is to increase the Company's authorised share capital to allow the
Company to issue the Placing Shares, the Warrants and the Deferred Consideration
Shares. Resolution 2 deals with the Share Consolidation.



The Placing Resolution, which is Resolution 3 to be considered at the EGM,
proposes the following:

(a)     to grant the Directors authority to allot the Placing Shares and the
Warrants pursuant to section 80 of the 1985 Act; and

(b)     to disapply statutory pre-emption rights in respect of the Placing
Shares and the Warrants. Section 89 of the 1985 Act requires that any equity
securities issued wholly for cash must be offered to existing shareholders in
proportion to their existing holdings. Accordingly, it is necessary to disapply
the statutory pre-emption rights as proposed in paragraph (b) of the Placing
Resolution in order to effect the Placing.

Resolution 4 authorises the issue of the Deferred Consideration Shares and the
associated Warrants by granting the Directors authority to allot them pursuant
to section 80 of the 1985 Act and to disapply the statutory pre-emption rights
in respect of them.



Resolutions 5 and 6 are to authorise the Directors to allot further equity
securities and to disapply statutory pre-emption rights. It is normal for
companies to maintain (and the Company has a policy of maintaining) the ability
to allot further shares and to be able to allot a certain number of its
securities on a non pre-emptive basis. At the general meeting of the Company
held on 17 May 2007, the Directors were given authority to allot relevant
securities (within the meaning of section 80 Companies Act 1985) up to an
aggregate nominal value of the authorised but unissued shares of the Company at
the date of the meeting on a non pre-emptive basis. That authority was limited
to the allotment of equity securities where they have been offered to holders of
Ordinary Shares in proportion to their existing holdings or where the allotment
was for cash up to a maximum nominal amount of £75,000. Resolutions 5 and 6 seek
to restore this authority by reference to the Company's expected enlarged issued
share capital following the Placing and the issue of the Deferred Consideration
Shares and the Warrants and also to increase the number of shares that the
Directors can allot on a non pre-emptive basis to 10 per cent. of the Enlarged
Share Capital which the Directors believe is appropriate and in the best
interests of the Company.



Resolution 7 proposes the adoption of the New Articles in order to bring the
constitution of the Company up to date with recent changes implemented by the
2006 Act. A summary of the principal differences between the Existing Articles
and the New Articles are contained above under the heading "Articles of
Association" in the circular being sent to shareholders.



Resolution 8 proposes the adoption of the LTIP by the Company, further details
of which are contained under the heading "Proposed New Long Term Incentive Plan"
in this document. Resolution 8 will be proposed as an Ordinary Resolution.



Shareholders should be aware that if the Resolutions are not approved by
Shareholders at the Extraordinary General Meeting then the Company will be
required to re-negotiate terms with certain of its principal creditors. There
can be no guarantee that such re-negotiations will be possible or on terms which
are advantageous to the Company or its Shareholders.



Copies of the draft rules of the Plan will be available for inspection during
normal business hours on any week day (Saturdays and public holidays excepted)
from the date of despatch of this letter at the offices of Maclay Murray & Spens
LLP, One London Wall London EC2Y 5AB until the close of the Extraordinary
General Meeting and also at the Company's registered office for at least 15
minutes prior to and during the meeting.



Irrevocable undertakings



The Company has received irrevocable undertakings from the Directors of the
Company to vote, or to procure the votes of Ordinary Shares held, in favour of
the Resolutions to be proposed at the EGM in respect of a total of 18,576,376
Ordinary Shares representing approximately 20.2 per cent. of the existing
Ordinary Shares.



In addition, the Company has received irrevocable undertakings from other
Shareholders to vote, or to procure the votes of Ordinary Shares held, in favour
of the Resolutions to be proposed at the EGM in respect of a total of 32,404,016
Ordinary Shares representing approximately 35.3 per cent. of the existing
Ordinary Shares.



Accordingly, Greatfleet has received, in aggregate, irrevocable undertakings
from Shareholders to vote, or to procure the votes of Shares held, in favour of
the Resolutions to be proposed at the EGM in respect of a total of 50,971,392
Ordinary Shares representing approximately 55.5 per cent. of the existing
Ordinary Shares.



VCT qualifying status



The Company has obtained confirmation from HM Revenue & Customs that any VCT
funds which were raised before 6 April 2007 are considered 'protected money'
and, therefore, would be able to be invested in the Company and qualify for VCT
relief.



Section 297A of the Income Taxes Act 2007 states that, if the company issuing
shares or securities is a parent

company, the sum of the full-time employees for it and each of its qualifying
subsidiaries must be less than 50 when the relevant holding is issued.



According to the published financial statements for the Company for the year
ended 31 December 2006, there were 78 group employees during the year on
average, and we understand from management that the number of group employees
still exceeds 50.



Any funds raised after 6 April 2007 and invested by a VCT in the Company will
therefore not qualify for VCT relief as the Company no longer meets the
qualifying holding conditions, due to the new employee number rule.



The provisional confirmation from HM Revenue & Customs is, therefore, applicable
to VCT funds raised before 6 April 2007. The status of the Ordinary Shares as a
qualifying holding for VCT purposes will be conditional, inter alia, upon the
Company and the VCT continuing to satisfy the relevant requirements.



Recommendation



The Directors (other than Colin Gerstein and Tony Cox who are conflicted in
respect of two of the Resolutions 4 and 8) consider the Placing and the approval
of the Resolutions to be in the best interests of the Company and its
shareholders as a whole. The Directors (other than Tony Cox and Colin Gerstein)
consider, having consulted with Noble, that the terms of the transactions
outlined above under the heading "Deferred Consideration Shares" are fair and
reasonable insofar as the Shareholders are concerned.



The Directors unanimously recommend that Shareholders vote in favour of the
Resolutions, as the Directors have irrevocably undertaken to do or procure to be
done in respect of their beneficial holdings of Ordinary Shares amounting to, in
aggregate 18,567,376 Shares, representing approximately 20.2 per cent. of the
current issued share capital of the Company.



Sir John Baker

Non-Executive Chairman



                                  DEFINITIONS



The following definitions apply throughout this document unless the context
requires otherwise:



"Admission"                       the admission of the Enlarged Share Capital to trading on AIM becoming 
                                  effective in accordance with the AIM Rules

"AIM"                             AIM, a market operated by the London Stock Exchange

"AIM Rules"                       the AIM Rules for Companies and the AIM Rules 
                                  for Nominated Advisers published by the London Stock Exchange governing
                                  admission to and the operation of AIM, as amended from time to time

"Board" or "Directors"            the directors of the Company at the date of this document whose
                                  names are set out on page 6 of this document

"Committee"                       the Remuneration Committee of the Board which is comprised
                                  wholly of non-executive directors of the Company

"Company" or "Greatfleet"         Greatfleet plc, a company incorporated in England and Wales with
                                  registered number 3223519 and having its registered office at 85
                                  Gracechurch Street, London, EC3V 0AA

"Consolidated Ordinary Shares"    the ordinary shares of 20 pence each in the capital of the Company
                                  created following the Share Consolidation

"Deferred Consideration Shares"   the 2,700,000 new Consolidated Ordinary Shares to be allotted and
                                  issued to the vendors of Qualitas (these being Colin Gerstein and
                                  Antony Cox) conditional upon the Resolutions being passed at the
                                  EGM and pursuant to the settlement of the deferred consideration
                                  arrangements in relation to Greatfleet's acquisition of Qualitas in
                                  September 2007

"Enlarged Share Capital"          the issued share capital of the Company immediately following
                                  Admission, the Placing, the issue of the Deferred Consideration
                                  Shares and the Share Consolidation

"Extraordinary General Meeting"   the extraordinary general meeting of the Company to be held at the
or "EGM"                          offices of Maclay Murray & Spens LLP, 12th floor, One London Wall,
                                  London, EC2Y 5AB at 10.00 a.m. on 7 April 2008, notice of which
                                  is set out at the end of this document

"Form of Proxy"                   the form of proxy for use in connection with the Extraordinary General
                                  Meeting

"Group"                           the Company and its subsidiaries

"London Stock Exchange"           London Stock Exchange plc

"LTIP" or "Plan"                  the long term incentive plan proposed to be adopted pursuant to       
                                  Resolution 8 as detailed in the Notice of Extraordinary General
                                  Meeting

"Noble"                           Noble & Company Limited, the Company's nominated adviser and
                                  broker, which is authorised and regulated by the Financial Services Authority
                                  and has its registered address at 76 George Street, Edinburgh, EH2 3BU

"Notice of Extraordinary          the notice of extraordinary general meeting set out at the end of this
General Meeting"                  document

"Ordinary Shares"                 the existing ordinary shares of 2 pence each in the capital of the
                                  Company

"Placing"                         the proposed placing by Noble, as agent for the Company, of the
                                  Placing Shares at the Placing Price together with 1 Warrant for every
                                  10 Placing Shares pursuant to the Placing Agreement

"Placing Agreement"               the conditional agreement dated 12 March 2008 between Noble and
                                  the Company relating to the Placing

"Placing Price"                   25 pence per Placing Share (equivalent to 2.5 pence per existing
                                  Ordinary Share)

"Placing Resolution"              Resolution 3 in the Notice of Extraordinary General Meeting authorising 
                                  the allotments of the Placing Shares and the Deferred Consideration Shares

"Placing Shares"                  5,913,020 new Consolidated Ordinary Shares to be allotted and
                                  issued to certain institutions and other investors pursuant to the
                                  Placing

"Qualitas"                        Qualitas People Solutions (Ireland) Limited, Qualitas People
                                  Solutions (UK) Limited, Alliance Recruitment (Ireland) Limited and
                                  Qualitas HR Solutions (Ireland) Ltd

"Resolutions"                     the resolutions to be proposed at the Extraordinary General Meeting
                                  set out in the Notice of Extraordinary General Meeting

"Share Consolidation"             the proposed share consolidation on the basis of 1 Consolidated
                                  Ordinary Share for every 10 Ordinary Shares

"Shareholders"                    the persons who are registered as holders of Ordinary Shares from
                                  time to time

"UK"                              the United Kingdom of Great Britain and Northern Ireland

"Warrant Instrument"              means the warrant instrument constituting the Warrants dated 12
                                  March 2008

"Warrants"                        the 861,302 warrants entitling the registered holder thereof to
                                  subscribe for one new Consolidated Ordinary Share at 40 pence
                                  per Consolidated Ordinary Share (equivalent to 4 pence per existing
                                  Ordinary Share) for the period from Admission to 8 April 2009.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

NOEMGGMFMZZGRZZ