Share Consolidation and Notice of General Meeting

 
TIDMIHGP 
 
For Immediate Release 31 July 2009 
 
               IN HOUSE GROUP PLC ("In House" or the "Company") 
 
                             SHARE CONSOLIDATION 
 
                         ISSUE OF SHARES AND WARRANTS 
 
                          RELATED PARTY TRANSACTION 
 
                          NOTICE OF GENERAL MEETING 
 
Further to the announcement made on 3 July 2009, the Company 
announces that, today, it has posted a Circular to Shareholders convening a 
General Meeting of the Company. 
 
At the General Meeting convened for 11.00am on 24 August 2009, the 
Company is seeking Shareholder approval for the following: 
 
- the Consolidation on the basis that every 1,000 Ordinary Shares 
  of 0.001p each be consolidated into 1 New Ordinary Share of 1p in order to 
  bring the number of Ordinary Shares in issue into line with the Company's 
  size; 
 
- the issue of 169,844 new Ordinary Shares to various parties 
  (including related parties under the AIM Rules) in lieu of fees owed by the 
  Company; and 
 
- the issue of 374,166 Warrants to the Executive Directors and two 
  employees in lieu of outstanding salaries. 
 
Issue of New Ordinary Shares and Warrants 
 
Background 
 
The Company is proposing to issue shares to certain related parties 
listed below in settlement of debt for services under existing contractual 
arrangements that have accumulated in recent months. It is proposed that these 
shares be issued on the same terms as the shares issued to other creditors, as 
announced on 3 July 2009, being 0.03p per share (before the consolidation). 
 
In addition, it is proposed to issue warrants to the executive 
directors and staff in recognition of the wages they have foregone in recent 
months. The warrant's price is based on the mid market price at the time the 
board recommended this action. The Company believes this is a tax efficient 
method for dealing with the liabilities outstanding as well as incentivizing 
its ongoing Directors and employees. In addition, the settlement of the 
liabilities of the Company, as set out above, enables the Company to conserve 
cash for the benefit of the business. 
 
Issue of New Ordinary Shares 
 
The Company is proposing to issue 169,844 New Ordinary Shares, at a price of 
30p per share, which will rank pari passu with the New Ordinary Shares arising 
as a result of the Share Consolidation, to the Directors (and companies 
associated with them) in settlement of amounts due to them on the following 
basis: 
 
 
  Director/associated       Amount owed       No. of New Ordinary 
        company                               Shares to be issued 
 
David Meddings                GBP12,333                41,110 
John Ferree                   GBP10,682                35,607 
Quantum Property              GBP25,169                83,897 
Services Ltd a company 
owned by Marcus Cassidy 
Capital Synergy Ltd a         GBP2,769                 9,230 
company of which 
Alistair Hollows (a 
former Director within 
12 months of the date 
of the agreement) is a 
shareholder and 
director 
Total                         GBP50,953               169,844 
 
 
Assuming the approval of all the Resolutions at the General 
Meeting, the enlarged share capital will be 5,585,086 New Ordinary Shares. 
Application is being made for the New Ordinary Shares to be traded on AIM and 
trading is expected to commence on 25 August 2009. 
 
Issue of Warrants 
 
The Company also proposes to issue 374,166 Warrants exercisable at 40p, 
equivalent to 0.04p per share prior to the Share Consolidation (at a premium 
of 33% to the closing mid market price on 30 July 2009, being the last 
practical date prior to the publication of the Circular) and exercisable up 
until 30 June 2012 to Directors and employees, in settlement of outstanding 
salaries due over the past year on the following basis: 
 
 
         Name             Amount owed    Warrants to be issued 
 
Marcus Cassidy              GBP95,466             238,665 
 
Alistair Hollows (a         GBP48,500             121,250 
former Director within 
12 months of the date 
of the agreement) 
Gail Blanchard              GBP3,825               9,563 
 
Tom Murphy                  GBP1,875               4,688 
 
Total                      GBP149,666             374,166 
 
 
Due to the fact that the issue of New Ordinary Shares and Warrants 
is a transaction with certain Directors (being David Meddings, John Ferree and 
Marcus Cassidy), as well as with a former Director within 12 months of the 
date of the transaction (being Alistair Hollows) and also with companies 
associated with Directors and the former Director (being Quantum Property 
Services Ltd and Corporate Synergy Limited), this is a Related Party 
Transaction under the AIM Rules. Accordingly, the Independent Director, being 
Joanna Gordon, having consulted with the Company's Nominated Advisor, 
considers the terms of the share and Warrants issues fair and reasonable 
insofar as Shareholders are concerned. In addition to the AIM requirements, 
the Company is seeking approval from its Shareholders for the above 
transactions at the General Meeting. 
 
Expected Timetable of Principal Events 
 
Latest time and date for receipt of Form of Proxy to 
be valid at the General Meeting                          11.00 a.m. on 22 August 2009 
 
General Meeting                                          11.00 a.m. on 24 August 2009 
 
Record Date for Share Consolidation                      5.30 p.m. on 24 August 2009 
 
Admission and dealings in the New Ordinary Shares 
expected to commence being the business day following 
the General Meeting                                      8.00 a.m. on 25 August 2009 
 
Crediting of New Ordinary Shares through CREST           25 August 2009 
 
Posting of share certificates in relation to the New 
 
Ordinary Shares                                          Within 14 days of Admission 
 
 
A copy of the Circular is available on the Company's website, 
www.ihgroup.co.uk and from the Company's registered office. 
 
 
A further announcement will be made following the General Meeting. 
 
Contact:              Marcus Cassidy, In House Group Plc on 0845 061 9999 
                      [e-mail] 
 
                      Roland Cornish, Beaumont Cornish Limited, 
                      0207 628 3396