New investment in Textic

    RNS Number : 9505W
  Caplay PLC
  18 June 2008
   


 Press Release   18 June 2008

    Caplay Plc

    ("Caplay" or the "Company")

    New investment in Textic, the text-to-speech technology company 

    Highlights
 *  £200,000 investment in Textic Limited ("Textic"), a computer software
    company specialising in the development, marketing and selling of
    text-to-speech technology for web and mobile use
 *  The Caplay Directors believe that Textic has a market leading
    text-to-speech software, with a number of key advantages over competing
    products
 *  There is a significant potential market opportunity for Textic with an
    increasing demand for Textic's services from companies (both public and
    private), public sector organisations and individuals with a website.   
 *  Textic's software also enables the conversion of text messages and emails
    into speech on mobile phones and other handheld devices
 *  Details on Textic and its products may be found at www.textic.com
 *  The investment comprises a loan to Textic together with an option for
    Caplay to acquire Textic.

    
    
    Commenting on the investment, Anthony Fabrizi, Chairman of Caplay said:
*We are delighted to announce this investment into Textic. The Board believes that Textic has exciting potential and that the structure of
our investment has given us the opportunity to complete this investment on a timescale and upon terms which are attractive to our
shareholders.* 

Commenting on the investment, Paul Ayres, CEO of Textic said:
*I am delighted that Caplay has made this investment in Textic. We look forward to working with the Caplay team in maximizing the value of
their investment and in realising the opportunity that we have to exploit what we believe is a world class cutting edge technology in the
internet and mobile sectors. *




    For further information, please contact:  
 Caplay PLC  
 Tony Fabrizi, Non Executive Chairman                 Tel: [phone]
     
                
 Beaumont Cornish Limited
 Michael Cornish, Director      Tel: + 44 (0)207 628 3396

 Textic Limited
 Paul Ayres, CEO      Tel: + 44 (0)1628 407 360

 Abchurch Communications                 Tel: [phone]
 Heather Salmond                         Tel: [phone]
 [e-mail]
 Charlie Jack                            Tel: [phone]
 [e-mail]


    1.    Introduction
    The Board of Caplay is pleased to announce that it has today agreed the terms of a new investment for the Company. The Company has
agreed to make a loan of £200,000 (the "Loan") to Textic Limited ("Textic"), a computer software company that specialises in the
development, marketing and selling of "text-to-speech" technology for web and mobile phone use. In addition to the Loan, the shareholders of
Textic have granted Caplay an option to acquire the entire issued capital of Textic (the "Option").

    2.    Background information on Textic
    Textic was established in October 2004 and is a computer software company that specialises in the development, marketing and selling of
advanced software that, through "text-to-speech" conversion, enables audio-based accessibility to the internet and mobile content. Textic's
principal product, TalkletsTM, converts web and mobile phone text to clear, human-like speech in a range of voices and languages, providing
"text-to-speech" technology that can be delivered over the internet as a service. Textic is based in Maidenhead in the UK and employs six
permanent staff, the majority of whom are employed in product development, delivery and support, with an off-site technical team of five
regular contractors. The founding shareholders of Textic have invested over £1 million into Textic to date. Textic's directors believe that
Textic's software tools, services and consultancy can deliver a benefit to all internet users and not just the proportion of people with
some form of communication difficulty (such as vision, reading or language impairments).

    In addition to providing accessibility, Textic is able to offer to companies, organisations and individuals, who have a website, the
potential to make their website "talk" when clicked on. In its basic form, Textic's software allows such websites to have an icon which,
when pressed, "reads out" elements of the page on the screen. More advanced forms of Textic's offering enables websites to have branded
voices reading out the text, talking thesaurus and dictionary capabilities. Accordingly, the Directors believe that the potential market
opportunity for Textic should extend to all corporates, organisations or individuals with a website. Textic has also developed a prototype
service that enables the conversion of mobile text messaging into speech for use on mobile telephones. Text messages are delivered to the
user as a voicemail and enable mobile text messaging in a hands-free mobile environment.

    Textic's initial customers include public and private sector employers, educators and publishers who have an obligation to operate
accessible and inclusion-based websites. Textic's strategy is to focus on the positive benefits of inclusion and the applicability of the
company's proposition to all technology users based on the following markets:

 *  Talking Websites - Textic's priority is to enable organisations to develop
    enhanced websites to meet the needs of the disabled and other users who
    prefer to see and hear.
 *  Talking Text Messaging - TalkletsTM enables text messages received on
    mobile handsets to be read out to the recipient. Textic expects that
    TalkletsTM will be able to provide similar TTS functionality for email.
 *  Talking Web Mobile - Textic believes that, in time as mobile web services
    become a fundamental part of online consumer offerings, so the benefits of
    TTS can be spread over a wider base of applications and marketplaces to
    consumers.


    Textic's early adopter customers were principally in the education and disability sectors. Currently Textic is developing its sales in
the commercial sector. 

    While basic text-to-speech technology is included within standard computer operating systems, computer users requiring more advanced
text-to-speech functionality typically use an established screen-reader software.

    Textic believes that Textic's product offering has a number of key advantages over the competing products including:
 *  Superior speed and response of service and quality of voice(s) and
    intonation;
 *  Accessibility and ease of use;
 *  Delivery as a service, rather than as an installed application;
 *  Availability to all website visitors without installation or special
    equipment;
 *  Ease of integration with websites;
 *  Low cost;
 *  An ability to offer brandable advertising solutions, VIP programmes,
    consultancy and training; and
 *  Transportability to other languages, voices and lexicons.


    Until 31 December 2007 Textic's principal focus was the technical development of its text-to-speech products. Accordingly, Textic only
fully commenced commercial operations and sales of its TalkletsTM products in 2008 following completion of this development phase. In the
year ended 31 December 2007, Textic's turnover and loss before taxation amounted to £76,000 and £(420,000) respectively. Textic's net
liabilities (before conversion of a shareholder loan of £1,068,413 which has subsequently been converted into new Textic equity following
the year end) as at 31 December 2007 amounted to £1,005,000.
    *     Background to the investment
    In 2006 the Directors completed their strategy of disposing of underperforming assets and repositioning the Company. As a result, the
Directors simplified the Company's business and concentrated on identifying opportunities to increase shareholder value. 

    The Board has reviewed a number of development opportunities and believes that the potential acquisition of Textic, should the Option be
exercised by the Company, would be an attractive acquisition. The Directors believe that there is likely to be increasing demand by
corporate and individuals for a text-to-speech web service and that Textic and its management are well placed to exploit these
opportunities. 

    In addition to the investment in Textic, the Company's other assets comprise approximately £520,000 in cash and a holding of 7,229,000
PTS shares (which are currently valued at £126,523 based on the current PTS share price of 1.75 per PTS share).

    4.    Further details on the Loan and Option
    The Loan will be used by Textic for general working capital purposes and is repayable on 17 June 2010. The Loan is secured by a
debenture over the business and assets of Textic and bears an interest rate of 10.0 per cent. per annum.

    In addition to the Loan, the shareholders of Textic have also granted Caplay an option to acquire the entire issued capital of Textic
(the "Option"). The Option can be exercised by Caplay at any time on or before 17 June 2010. Pursuant to the terms of Option, the
consideration for the acquisition would comprise 1,120,000,000 new Caplay Ordinary Shares, together with warrants which would carry the
right to subscribe, in certain circumstances, for up to a total of a further 1,305,340,000 new Caplay Ordinary Shares at an exercise price
of 1p per Caplay ordinary share. 

    The exercise of the Option by Caplay would constitute a "reverse take-over" under the AIM Rules and would therefore be subject to the
approval of Caplay's shareholders at an Extraordinary General Meeting. The issue and allotment of the new Caplay ordinary shares and
warrants to the Vendors as consideration for the Acquisition would also normally give rise to an obligation on the vendors (who would
constitute a concert party for the purposes of the Takeover Code) to make a Rule 9 offer pursuant to the City Code to the remaining
Shareholders of the Company. The exercise of the Option would therefore be subject to the Panel agreeing in advance of the exercise to waive
this obligation to make a general offer to all Caplay shareholders subject to the passing on a poll by Caplay shareholders of a resolution
to waive the requirement for such an offer.

    -ENDS-



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