Firm Placing and Placing and Open Offer

 

TIDMNTX 
 
RNS Number : 1580T 
NXT PLC 
23 September 2010 
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT 
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN 
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR 
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL 
 
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS SHOULD 
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT 
SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS TO BE PUBLISHED 
BY NXT PLC IN CONNECTION WITH THE PROPOSED FUNDRAISING. COPIES OF THE PROSPECTUS 
WILL, FOLLOWING PUBLICATION, BE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE 
COMPANY AT REGUS HOUSE, 1010 CAMBOURNE BUSINESS PARK, CAMBOURNE, CAMBRIDGE, CB23 
6DP AND AT THE OFFICES OF SIMMONS & SIMMONS AT CITYPOINT, ONE ROPEMAKER STREET, 
LONDON, EC2Y 9SS DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS 
AND PUBLIC HOLIDAYS EXCEPTED) UP TO AND INCLUDING THE DATE WHICH IS ONE MONTH 
FOLLOWING ADMISSION. 
 
                                    NXT plc 
                  Proposed Firm Placing, Open Offer and Placing 
 
            Up to GBP8 million proposed to be raised to drive growth 
 
NXT plc (the "Company" or "NXT"), the international consumer electronics 
company, is pleased to announce that it intends to raise approximately GBP5.0 
million (GBP4.2 million net of expenses) by way of a Firm Placing of 168,133,333 
New Ordinary Shares. 
 
NXT also proposes to raise up to a further GBP2.5 million before expenses, by 
the issue of up to 83,275,581 New Ordinary Shares at the Issue Price pursuant to 
the Open Offer. 
Additionally, NXT proposes to raise up to a further GBP0.5 million before 
expenses by the issue of up to 16,666,667 New Ordinary Shares (representing 3.9 
per cent. of the Enlarged Share Capital (assuming that all of the Open Offer 
Entitlements are taken up by Qualifying Shareholders and the maximum number of 
Placing Shares are issued under the Placing) at the issue price pursuant to the 
Placing 
Qualifying Shareholders can subscribe for Open Offer Shares on the basis of 
0.525 Open Offer Shares for every 1 Existing Ordinary Share held, and may apply 
for any whole number of Open Offer Shares. 
The prospectus (the "Prospectus") relating to the Firm Placing, Placing and Open 
Offer will be posted to shareholders shortly.  The Prospectus contains a notice 
of general meeting to approve, inter alia, the Firm Placing, the Placing and the 
Open Offer which will be held The Cambridge Belfry, Back Lane, Cambourne, 
Cambridgeshire, CB23 6BW, on 18 October 2010 at 2.00 p.m. 
When posted, copies of the Prospectus will be submitted to the UKLA's National 
Storage Mechanism and will be available for inspection at www.hemscott.com. 
In addition, the Prospectus is available to view on the Company's website 
(www.nxtsound.com).  Copies of the Prospectus will be also available from the 
offices of NXT plc, Regus House, 1010 Cambourne, Cambridge, CB23 6DP and at the 
offices of Simmons and Simmons, CityPoint, One Ropemaker Street, London EC2Y 
9SS. 
Ian Buckley, Chairman, said: "The new business model we have developed 
revitalises the company's prospects. It will enable NXT to take greater control 
over its routes to market and generate gross profit from more predictable 
revenue streams.  Through the fundraising we will re-focus the workforce and 
expand component and module offerings to meet current and future market needs. 
Interest in the new products has been highly encouraging and the Board is 
confident that the change in management and business model marks the start of a 
new era for NXT. We are encouraged by the support for this shift in focus from 
our existing and new institutional shareholders and are determined to 
demonstrate that this support is justified." 
 
 
For further information please contact: 
 
NXT plc 
   Tel: [phone] 
Ian Buckley, Chairman 
James Lewis, CEO 
Kate Barnes, CFO 
 
Singer Capital Markets Ltd                                            Tel: +44 
(0)20 3205 7500 
Shaun Dobson 
Claes Spång 
 
Media enquiries: 
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+--------------------------------+--------------------------------------------+ 
 
This announcement does not constitute or form part of any offer or invitation to 
sell or issue, or any solicitation of any offer to purchase or subscribe for, 
any New Ordinary Shares, nor shall it (or any part of it), or the fact of its 
distribution, form the basis of, or be relied on in connection with or act as 
any inducement to enter into, any contract or commitment whatsoever with respect 
to the proposed Firm Placing and Open Offer or otherwise. This announcement is 
not a prospectus and investors should not subscribe for or purchase any New 
Ordinary Shares referred to in this announcement except on the basis of 
information in the prospectus expected to be published in due course. Copies of 
the prospectus will, following publication, be available from NXT's head office 
at Regus House, 1010 Cambourne Business Park, Cambourne, Cambridge CB23 6DP. 
The distribution of this announcement in certain jurisdictions may be restricted 
by law and such distribution could result in violation of the laws of such 
jurisdictions. In particular, this announcement is not for distribution in the 
United States, Australia, Canada, Japan or South Africa. 
This announcement is not for release, publication or distribution, in whole or 
in part, directly or indirectly, in or into the United States, Australia, 
Canada, Japan or South Africa or any jurisdiction into which the publication or 
distribution would be unlawful. This announcement is for information purposes 
only and does not constitute an offer to sell or issue or the solicitation of an 
offer to buy or acquire shares in the capital of the Company in the United 
States, Australia, Canada, Japan or South Africa or any jurisdiction in which 
such offer or solicitation would be unlawful.  Any failure to comply with these 
restrictions may constitute a violation of the securities laws of such 
jurisdictions.  The securities have not been and will not be registered under 
the United States Securities Act of 1933, as amended ("Securities Act") and may 
not be offered, sold or transferred, directly or indirectly, within the United 
States except pursuant to an exemption from, or in a transaction not subject to, 
the registration requirements of the Securities Act and the securities laws of 
any state or other jurisdiction of the United States. The securities are being 
offered and sold outside the United States in accordance with Regulation S under 
the Securities Act.  No public offering of the shares referred to in this 
announcement is being made in the United States, Australia, Canada, Japan or 
South Africa or any jurisdiction in which such public offering would be 
unlawful. 
The information in this press release may not be forwarded or distributed to any 
other person and may not be reproduced in any manner whatsoever. Any forwarding, 
distribution, reproduction, or disclosure of this information in whole or in 
part is unauthorized. Failure to comply with this directive may result in a 
violation of the Securities Act or the applicable laws of other jurisdictions. 
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: 
This announcement contains certain forward-looking statements which may include 
reference to one or more of the following: the Group's financial condition, 
results of operations, cash flows, dividends, financing plans, business 
strategies, operating efficiencies or synergies, budgets, capital and other 
expenditures, competitive positions, growth opportunities for existing products, 
plans and objectives of management and other matters. Statements in this 
announcement that are not historical facts are hereby identified as 
"forward-looking statements". Such forward-looking statements, including, 
without limitation, those relating to future business prospects, revenue, 
liquidity, capital needs, interest costs and income, in each case relating to 
NXT, wherever they occur in this announcement, are necessarily based on 
assumptions reflecting the views of NXT and involve a number of known and 
unknown risks, uncertainties and other factors that could cause actual results, 
performance or achievements to differ materially from those expressed or implied 
by the forward-looking statements. Such forward-looking statements should, 
therefore, be considered in light of various important factors. Important 
factors that could cause actual results to differ materially from estimates or 
projections contained in the forward-looking statements include, without 
limitation: economic and business cycles, the terms and conditions of NXT's 
financing arrangements, foreign currency rate fluctuations, competition in NXT's 
principal markets, acquisitions or disposals of businesses or assets and trends 
in NXT's principal industries. 
These forward-looking statements speak only as at the date of this announcement. 
Except as required by the Listing Rules, the Disclosure and Transparency Rules, 
the Prospectus Rules and any law, NXT does not have any obligation to update or 
revise publicly any forward-looking statement, whether as a result of new 
information, further events or otherwise. Except as required by the Listing 
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, 
NXT expressly disclaims any obligation or undertaking to release publicly any 
updates or revisions to any forward-looking statement contained herein to 
reflect any change in NXT's expectations with regard thereto or any change in 
events, conditions or circumstances on which any such statement is based. In 
light of these risks, uncertainties and assumptions, the forward-looking events 
discussed in this announcement might not occur. 
Introduction 
 
NXT is pleased to announce that the Company proposes to raise approximately 
GBP5.0 million (GBP4.2 million net of expenses) by way of a Firm Placing of 
168,133,333 New Ordinary Shares. The total number of shares issued under the 
Firm Placing will be 168,133,333, representing 39.4 per cent. of the Enlarged 
Share Capital (assuming that all of the Open Offer  Entitlements are taken up by 
Qualifying Shareholders). Singer Capital Markets Limited has placed firm the 
Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. 
 
NXT also proposes to raise up to a further GBP2.5 million before expenses, by 
the issue of 83,275,581 New Ordinary Shares (representing 19.5 per cent. of the 
Enlarged Share Capital (assuming that all of the Open Offer Entitlements are 
taken up by Qualifying Shareholders)) at the Issue Price pursuant to the Open 
Offer. Qualifying Shareholders can subscribe for Open Offer Shares on the basis 
of 0.525 Open Offer Shares for every 1 Existing Ordinary Share held, and may 
apply for any whole number of Open Offer Shares. Excess applications will be 
satisfied only to the extent that corresponding applications by other Qualifying 
Shareholders are not made or are made for less than their pro rata entitlements. 
If there is an oversubscription resulting from excess applications, allocations 
in respect of such excess applications will be scaled down according to the 
Directors' discretion. 
 
Additionally, NXT proposes to raise up to a further GBP0.5 million before 
expenses by the issue of up to 16,666,667 New Ordinary Shares (representing 3.9 
per cent. of the Enlarged Share Capital (assuming that all of the Open Offer 
Entitlements are taken up by Qualifying Shareholders and the maximum number of 
Placing Shares are issued under the Placing) at the Issue Price pursuant to the 
Open Offer.  Under the Placing, Gartmore Investment Limited has agreed to 
subscribe for the lower of (i) such number of New Ordinary Shares such that 
Gartmore Investment Limited's shareholding following the Issue does not exceed 
29.9 per cent. of the Enlarged Share Capital and (ii) 16,666,667 New Ordinary 
Shares.  This mechanism ensures that Gartmore Investment Limited's shareholding 
in the Company post-Issue will not exceed 29.9 per cent. of the Enlarged Share 
Capital and has been agreed as part of the Placing Agreement between the Company 
and Singer Capital Markets Limited.  Gartmore Investment Limited has undertaken 
not to take up its Open Offer Entitlements.  If all of the Open Offer 
Entitlements are taken up by Qualifying Shareholders and Gartmore Investment 
Limited is issued the maximum number of 16,666,667 New Ordinary Shares under the 
Placing, Gartmore Investment Limited will hold approximately 24.6 per cent. of 
the Enlarged Share Captial.  The Placing is being underwritten by Singer Capital 
Markets Limited. 
The Issue Price of 3 pence per New Ordinary Share represents a 72.1 per cent. 
discount to the closing middle market price of 10.75 pence on 22 September 2010 
being the last day prior to the announcement by NOGGIN of the intention to carry 
out the The discount has been set by the Directors following careful 
consideration of the Company's financial position (including the expected 
working capital shortfall in November 2010) and the assessment of market 
conditions following discussions with a number of institutional investors. The 
Directors are in agreement that the level of discount is appropriate in order to 
secure the investment necessary to cover the expected working capital shortfall, 
strengthen the balance sheet, restructure the Company and to ensure that NXT is 
well positioned for growth as well as to develop some of the Group's existing 
products 
 
The Issue is conditional, inter alia, upon: 
 
(i)         the passing of Resolutions 6-9 (without amendment) which will be 
sought at the Annual General Meeting to be held on 18 October 2010, (notice of 
which is set out in the Prospectus); 
(ii)        Admission becoming effective by not later than 8.00 a.m. on 20 
October 2010 (or such later time and/or date as Singer Capital Markets Limited 
and the Company may agree, not being later than 8.30 a.m. on 15 November 2010); 
and 
(iii)       the Placing Agreement becoming unconditional in all respects and not 
having been terminated in accordance with its terms prior to Admission 
 
Accordingly, if any of such conditions are not satisfied, or, if applicable, 
waived, the Issue will not proceed and any Open Offer Entitlements or Excess 
CREST Open Offer Entitlements admitted to CREST will thereafter be disabled. 
 
Background to and reasons for the Issue 
 
The Group incurred a net loss of GBP1.7 million during the year ended 30 June 
2010 and, as of that date, the Group's net cash and cash equivalents balance was 
GBP0.06 million.  The Group is currently in the process of closing a funding 
round which is subject to Shareholder approval.  In the intervening period it is 
reliant on its existing bank facility and certain arrangements with creditors. 
These conditions indicate the existence of a material uncertainty, which may 
cast significant doubt about the Group's ability to continue as a going concern. 
 The directors disclosed this material uncertainty in the 30 June 2010 audited 
financial statements, and Deloitte LLP, the Company's auditors included an 
emphasis of matter paragraph regarding this material uncertainty in their audit 
report. 
 
Use of proceeds 
 
Firm Placing use of proceeds 
 
The net proceeds from the Firm Placing of approximately GBP4.2 million will be 
used to  cover the expected working capital shortfall in November 2010, to 
strengthen the balance sheet, to restructure the Company and to ensure that NXT 
is well positioned for growth, as well as to develop some of the Group's 
existing products. The use of the net proceeds of the Firm Placing is set out 
below: 
 
+----------------------------------+----------------------------------+ 
|                                  | GBPm                             | 
+----------------------------------+----------------------------------+ 
| Working capital                  | 0.1                              | 
+----------------------------------+----------------------------------+ 
| Strengthen the balance sheet     | 0.6                              | 
+----------------------------------+----------------------------------+ 
| Product development              | 2.5                              | 
+----------------------------------+----------------------------------+ 
| Redundancy costs                 | 0.5                              | 
+----------------------------------+----------------------------------+ 
| New management                   | 0.5                              | 
+----------------------------------+----------------------------------+ 
 
 
Working capital 
 
The Directors' believe that without the net proceeds of the Firm Placing, there 
will be a shortfall in the Company's working capital of approximately GBP0.1 
million in November 2010. Accordingly, GBP0.1 million of the net proceeds of the 
Firm Placing will be used to cover this estimated working capital shortfall. A 
further GBP0.6 million will be used to strengthen the balance sheet. 
 
Product development 
 
Net proceeds from the Firm Placing of approximately GBP2.5 million will be used 
to develop the Company's key projects as follows: 
 
- Wireless audio utilising BMR and Audium solutions already within the Company. 
 
- New chip developments to target, firstly, the FPTV market and, subsequently 
the market for hand-held devices. 
 
- Progression of haptics products through platforms (combining hardware modules 
utilising third party devices plus transducers and software) to Multi-chip 
Modules (increasing competitive entry barriers and reducing form factor) to chip 
development (optimised performance at lowest price points). 
 
Restructuring costs 
 
Approximately GBP0.5 million of net proceeds from the Firm Placing will be used 
to make key management changes and employ additional human resources. In 
addition, approximately GBP0.5 million of net proceeds from the Firm Placing 
will be used to make redundancy payments. 
 
Open Offer and Placing use of proceeds 
 
The net proceeds from the Open Offer and Placing, to the extent received, will 
be used by the Company to accelerate the development of its key projects in 
order to bring products to market sooner. It will enable the Company to employ a 
larger headcount to develop the products more quickly and will enable the 
Company to employ a larger sales force to better market the products. The speed 
at which the projects can be undertaken will ultimately determine the timescales 
to profit generation from these activities and the growth trajectory for the 
business. 
 
Information on NXT and strategy 
 
The Group's strategy is primarily focused on the development and sale of speaker 
and touch technologies. NXT intends to build its reputation as a brand 
associated with quality and value. By June 2011, the Group intends to have four 
revenue streams: 
 
- component and sub-system sales; 
 
- licensing of intellectual property to key partners; 
 
- royalties for shipped products containing NXT technology; and 
 
- consultancy fees for services provided to licensees in the development of 
products    containing NXT technology. 
 
In order to most effectively address these opportunities, the business will be 
streamlined into two business units - Display Applications and Audio 
Applications. These two units will be tasked and resourced to address the market 
opportunities presented by the Company's product-driven strategy. On 23 
September 2010, the Company announced the retirement of Peter Thoms from the 
Board effective immediately. As at the date of this announcement the Directors 
are in the process of recruiting two non-executive Directors to strengthen the 
Board of NXT. 
 
Current trading and prospects 
 
The year to 30 June 2010 has been a mixed one for NXT. The combination of 
licensing, royalties, consulting and component sales across an array of sectors 
helped to mitigate the impact of the difficult economic environment. 
 
The resulting sales for the 12 month period are in the order of GBP1.9 million, 
compared with GBP3.2 million last year. In the previous year the Company signed 
a licence with Nissha printing in Japan for GBP1.2 million. 
 
NXT has continued to review its licensing and royalty model over the past three 
years, and explored where opportunities for a gross profit margin-generating 
approach could be adopted. 
 
The resulting component sales business, though still small, has demonstrated 
encouraging progress over the past 12 months, and the Directors believe that it 
should make a significant contribution to the Company's success in the future. 
 
 
The Issue 
Under the terms of the Placing Agreement, Singer Capital Markets Limited has 
placed firm the Firm Placing Shares at the Issue Price (which represents a 
discount of 72.1 per cent to the Company's share price on 22 September 2010, 
being the last practicable day before this announcement) pursuant to the Placing 
Agreement.  The Firm Placing is underwritten by Singer Capital Markets Limited 
and the Firm Placing Shares are not subject to clawback. 
Qualifying Shareholders are being given the opportunity to subscribe for Open 
Offer Shares at the Issue Price on the following basis: 
          0.525 Open Offer Shares for every 1 Existing Ordinary Share 
registered in the names of Qualifying Shareholders at the Record Date, and so in 
proportion for any other number of Existing Ordinary Shares then registered. 
Qualifying Shareholders may apply for any whole number of Open Offer Shares. 
The Issue is conditional, inter alia, upon 
·     the passing, without amendment, of Resolutions 6-9 as set out in the 
notice of AGM contained at the back of the Prospectus; 
·     Admission becoming effective by not later than 8.00 a.m. on 20 October 
2010 (or such later time and/or date as the Company and Singer Capital Markets 
Limited may agree, not being later than 8.30 a.m. on 15 November 2010); and 
·     the Placing Agreement becoming unconditional in all respects and not 
having been terminated in accordance with its terms prior to Admission. 
 
Related party transactions 
As part of the Firm Placing, the Directors propose to allot 68,333,333 New 
Ordinary Shares at the Issue Price, representing approximately 16.0 per cent. of 
the Company's Enlarged Share Capital (assuming that all of the Open Offer 
Entitlements are taken up by Qualifying Shareholders) to Gartmore Investment 
Limited. Under the Placing, the Directors propose to allot up to a maximum of 
16,666,667 New Ordinary Shares (representing 3.9 per cent. of the Enlarged Share 
Capital (assuming that all of the Open Offer Entitlements are taken up by 
Qualifying Shareholders and the maximum number of Placing Shares are issued 
under the Placing)) to Gartmore Investment Limited.The proposed allotment of the 
New Ordinary Shares to Gartmore Investment Limited constitutes a Related Party 
Transaction for the purposes of Chapter 11 of the Listing Rules as a result of 
Gartmore Investment Limited being a Substantial Shareholder.  As at the date of 
this announcement, Gartmore Investment Limited holds 12.7 per cent. of the 
Company's issued share capital. 
The Company is required by Chapter 11 of the Listing Rules to seek shareholder 
approval for any Related Party Transaction which it proposes to enter into. 
Resolution 9 set out in the Notice of Annual General Meeting in the Prospectus, 
seeks by way of ordinary resolution, the approval of Shareholders for each 
individual Related Party Transaction 
Pursuant to the requirements of Chapter 11 of the Listing Rules, a Related Party 
will not vote on the relevant Resolution approving its Related Party Transaction 
with the Company and Gartmore Investment Limited has undertaken to take all 
reasonable steps to ensure that its associates will not do so either. 
 
Dividend policy 
 
The Company has not paid a dividend in any of the last three years. The Company 
will review this policy once the business becomes profitable. 
 
 
Annual General Meeting 
 
A notice of the AGM, to be held at The Cambridge Belfry, Back Lane, Cambourne, 
Cambridgeshire, CB23 6BW, on 18 October 2010 at 2.00 p.m., is set out in the 
Prospectus. 
 
 
Importance of the Issue 
If Resolutions 6-9 are not approved at the Annual General Meeting, the Company 
will be unable to complete the Firm Placing or the Open Offer or the Placing. 
 
The Company is unlikely to generate a profit in the next twelve months and, 
unless the Firm Placing proceeds, the Company will not have sufficient cash 
resources to meet its working capital requirements over the next 12 months. The 
Directors believe that, without the proceeds of the Firm Placing, there will be 
a shortfall in the Company's working capital of approximately GBP0.1 million 
which will occur in November 2010. Accordingly, in the absence of the Firm 
Placing, the Group will not have sufficient working capital for its present 
requirements, that is, for at least 12 months from the date of this document. 
 
In the event that the Firm Placing does not complete, the Company will have to 
pursue alternative courses of action before 1 November 2010 in order to have 
sufficient cash resources to continue to meet its obligations as they fall due 
from this date. The Company would immediately seek to: 
 
- obtain the agreement from creditors to delay payments. Whilst the Company has 
not entered into discussions to delay specific payments in November with any of 
its creditors, the Directors believe that it is reasonably likely that the 
Company's creditors would agree to the Company postponing the payment of its 
liabilities. The creditors' agreement to such delay is beyond the Directors' 
control and they cannot quantify the likely cost of securing the agreement to 
defer payments if at all; 
- obtain funding from private investors (including certain Directors) to cover 
any shortfall in working capital requirements. The Directors consider that, in 
view of the likely amount of the shortfall, it is reasonably likely that the 
Company would be able to obtain sufficient funding to cover the shortfall; 
- make non-pre-emptive issues of shares of, in aggregate, less than 5 per cent. 
of issued share capital of the Company conditional upon approval of shareholders 
at a general meeting should the Company be unable to obtain the debt funding 
referred to above. Such issues would be at no more than a 10 per cent. discount 
to the then current share price. The Directors believe they would be reasonably 
likely to be able to raise sufficient funds through non-pre-emptive issues of 
shares to cover the amount of the shortfall in working capital although the 
availability of such equity fundraising would depend on the prevailing market 
conditions and the amount of the proceeds would depend on the price at which 
such new shares were offered; and 
- if no such debt or equity funding was available to the Company, the Directors 
would immediately look to sell some of the Company's intellectual property. The 
Directors believe that, in view of the current economic and financial 
environment, there is no certainty that such sales could be completed in 
sufficient time or if they would deliver enough proceeds to ensure the 
availability of sufficient working capital. 
 
If the Company were to be unsuccessful in pursuing these alternative courses of 
action before 1 November 2010 the Group would not have sufficient cash resources 
to continue to meet its obligations as they fall due from such a date and the 
Directors would be obliged to consider the immediate cessation of trading, the 
consequences of which could include administration or receivership or 
liquidation or other insolvency proceedings. 
 
In the event that the Firm Placing does not complete, the Directors will not be 
able to implement their proposed business plan for the restructuring of the 
business and development of the Company's technology. Accordingly, 
notwithstanding the alternative courses of action available to the Company to 
cover any working capital shortfall described above, the Directors may decide 
not to continue with the business, due to the limited cash resources that would 
be available to the Directors to grow the Company and generate Shareholder 
return. Such a decision will be considered by the Directors following the Annual 
General Meeting if Resolutions 6-9 are not passed and the decision will be based 
on the Directors' view of whether a sale of the Company's intellectual property 
and assets would achieve a higher level of return for Shareholders than 
continuing with the business. In the event that the Directors decided not to 
continue with the business, they would look to sell all of the Company's 
intellectual property and assets and to wind the business up. 
 
Accordingly, it is very important that Shareholders vote in favour of 
Resolutions 6-9 in order that the Firm Placing, Open Offer and Placing can 
proceed. 
 
Prospectus 
The Prospectus containing details of the Firm Placing, Open Offer and Placing is 
expected to be posted to shareholders shortly. 
Definitions 
 
Defined terms used in this announcement shall have the same meaning as those 
terms defined and used in the Prospectus unless otherwise defined in this 
announcement. 
 
 
                     EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
+------------------------------------------+----------------------------+---+ 
| Record Date for the Open Offer           |    close of business on 22 |   | 
|                                          |             September 2010 |   | 
+------------------------------------------+----------------------------+---+ 
| Announcement of the Issue and posting of |          23 September 2010 |   | 
| Prospectus and Application Forms         |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Ex entitlement date for the Open Offer   |     8.00am on 23 September |   | 
|                                          |                       2010 |   | 
+------------------------------------------+----------------------------+---+ 
| Open Offer Entitlements and Excess CREST |     8.00am on 24 September |   | 
| Open Offer Entitlements credited to      |                       2010 |   | 
| stock accounts of Qualifying CREST       |                            |   | 
| Shareholders in CREST                    |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Recommended latest time for requesting   |   4.30 p.m. on 11 Octoberr |   | 
| withdrawal of Open Offer Entitlements    |                       2010 |   | 
| and Excess CREST Open Offer Entitlements |                            |   | 
| from CREST                               |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Latest time for depositing Open Offer    |    3.00 p.m. on 12 October |   | 
| Entitlements and Excess CREST Open Offer |                       2010 |   | 
| Entitlements into CREST                  |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Latest time and date for splitting of    |    3.00 p.m. on 13 October |   | 
| Application Forms (to satisfy bona fide  |                       2010 |   | 
| market claims only)                      |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Latest time and date for receipt of      |    2.00 p.m. on 15 October |   | 
| Forms of Proxy for use at the Annual     |                       2010 |   | 
| General Meeting                          |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Latest time and date for receipt of      |   11.00 a.m. on 15 October |   | 
| completed Application Forms, and payment |                       2010 |   | 
| in full under the Open Offer and         |                            |   | 
| settlement of relevant CREST             |                            |   | 
| instructions (as appropriate)            |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Annual General Meeting                   |    2.00 p.m. on 18 October |   | 
|                                          |                       2010 |   | 
+------------------------------------------+----------------------------+---+ 
| Admission and commencement of dealings   |    8.00 a.m. on 20 October |   | 
| in New Ordinary Shares                   |                       2010 |   | 
+------------------------------------------+----------------------------+---+ 
| CREST members' accounts credited in      | by 8.00 a.m. on 20 October |   | 
| respect of New Ordinary Shares in        |                       2010 |   | 
| uncertificated form                      |                            |   | 
+------------------------------------------+----------------------------+---+ 
| Despatch of definitive share             | within 7 days of Admission |   | 
| certificates for New Ordinary Shares in  |                            |   | 
| certificated form                        |                            |   | 
+------------------------------------------+----------------------------+---+ 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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