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JCAP Jpm Ch Bd Etf A

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  -0.1525 -0.20% 76.15 76.05 76.25 77.2425 75.0925 76.285 196 16:29:51

JAPANESE TURNAROUND CAPITAL PLC - Admission to GXG Main Quote and Notice of GM

11/07/2013 9:47am

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                                                                   11 July 2013

                        Japanese Turnaround Capital PLC

                           ("JTC" or the "Company")

                          Admission to GXG Main Quote
                      Withdrawal from ISDX Growth Market
                            Letter to Shareholders
                         and Notice of General Meeting

Shares admitted to trading on the GXG Stock Exchange

JTC announces that its shares will be admitted to trading on the GXG Main
Quote, with effect from 11 July 2013.

GXG Main Quote

GXG Main Quote is an EU Multilateral Trading Facility (MTF) which GXG Markets A
/S is licensed to operate by the Danish Financial Supervisory Authority
(Finanstilsynet). Being a multilateral trading facility, GXG Main Quote does
not have the legal status as an EU-regulated market. Companies quoted on GXG
Main Quote and trading participants trading on GXG Main Quote are only subject
to the private rules stipulated in the Rule book GXG Main Quote Issuing
Companies respectively GXG Market Rules for trading participants. Investors on
GXG Main Quote are not protected by the legislation on market abuse, disclosure
obligations and the supervision from financial authorities. The risk in such an
investment may be higher than on an EU-regulated market, such as GXG Official
List.

A multilateral trading facility is in article 4 (15) of MiFID (Markets in
Financial Instruments Directive) defined as a multilateral system, operated by
an investment firm or a market operator, which brings together multiple
third-party buying and selling interests in financial instruments - in the
system and in accordance with non-discretionary rules - in a way that results
in a contract on transfer.

About the GXG Exchange

GXG Markets operates an European Regulated Market and Multilateral Trading
Facility ("MTF"). All shares trading on GXG Markets takes place through GXG's
proprietary electronic trading platform that provides regulated brokers with
direct market access so that brokers can:

 1. see the order book for each security, for both the prices and volumes
    available

 2. place orders to buy and sell at prices and volumes that suit their
    investors, and

 3. report trades that have been agreed with their clients.

The directors believe that by providing direct market access, GXG Markets offer
a more transparent trading model with prices set by the last traded price
rather than by a market maker. This, they believe, delivers faster trade
reporting and eliminates spreads between the price a buyer pays and the price a
seller obtains.

Withdrawal from ISDX Growth Market

The Company was admitted to trading on ISDX Growth Market (formerly PLUS
Markets) on 9 April 2010.  Following consideration of the proposed rule changes
on ISDX Growth Market, the Board believes that, given the Company's intended
change in strategy, ISDX Growth Market may no longer be suitable for the
Company.  Consequently, the Company applied for admission on the GXG Main
Quote. Subject to shareholder approval at the General Meeting (see below) on 29
July 2013, the Company announces its intention to withdraw its securities from
ISDX Growth Market on 2 August 2013. In this respect, the Company notes that it
has obtained irrevocable undertakings representing 97.27% of the voting rights
of the Company to approve all resolutions, including the withdrawal from ISDX.

           LETTER FROM THE BOARD OF JAPANESE TURNAROUND CAPITAL PLC

 (Incorporated and registered as a public limited company in England and Wales
     under the Companies Act 2006 with registered company number 7148370)

Directors:                                                   Registered Office:

Keiichiro Takishima (Chief Executive Officer)                    One New Change

Shuichiro Tamaki (Chief Financial Officer)                               London

Yoshio Nakajima (Chief Operating Officer)                              EC4M 9AF

William Nigel David (Non-Executive Director)


                                                                   11 July 2013

To The Shareholders of Japanese Turnaround Capital PLC

Dear Shareholder

Proposed Change of Business Strategy, Withdrawal from ISDX Growth Market,
Change of Name, and Notice of General Meeting

 1. INTRODUCTION

The purpose of this Document is to:

  * explain why the Board believes the Proposals are in the best interests of
    the Shareholders;

  * provide information on the New Business Strategy and explain why the Board
    believes the New Business Strategy is in the best interests of the
    Shareholders and why it unanimously supports the adoption of the New
    Business Strategy;

  * explain the Proposals and the Resolutions to be put to the Shareholders at
    the General Meeting; and

  * recommend that the Shareholders vote in favour of the Resolutions to be
    proposed at the General Meeting to be held at 10 a.m. (UK time) on 29 July
    2013 at One New Change, London, EC4M 9AF and which are set out in the
    Notice at the end of this Document.

In this regard, the Company has secured Irrevocable Undertakings to vote in
favour of the Resolutions from the Shareholders representing 97.27% of the
total voting rights of the Company.

 2. BACKGROUND TO AND REASONS FOR THE CHANGE OF BUSINESS

JTC was incorporated in England and Wales in February 2010. The Company was
established to take advantage of opportunities in connection with distressed
financial assets in Japan, primarily in relation to portfolios of distressed
Japanese consumer loans. The Company intended to acquire consumer debt
portfolios from controlled foreign companies at a discount to market value.

Since then, the Company has considered a number of consumer debt portfolios but
has not identified any suitable for acquisition. Due to the decreasing amount
of consumer loan balances in Japan, the Board believes that distressed
acquisition opportunities are likely to decline further and that the Company
should cease its current business entirely.

As a consequence, the Board started to consider alternative strategies for the
Company. Based on its research, the Board believes that by changing its
business to that of a casino product software developer and casino operator,
the Company will be able to deliver long term value to the Shareholders.

 3. NEW BUSINESS STRATEGY

Following a detailed review of the casino industry, the Board believes that
there is a significant opportunity to develop the Japanese-speaking and Asian
sector of the online casino market for reasons outlined in Part II of this
Document.

The Company intends to become an online casino operator targeting Japanese and
Asian markets and offer a wide range of online casino games including
blackjack, roulette, baccarat, poker and slots on a variety of internet enabled
devices including computers, tablets and mobile phones. It intends to
distinguish itself in the market through a proprietary Japanese animation
front-end system and other elements that are designed specifically to appeal to
Japanese speaking consumers. JTC intends subsequently to target consumers in
the broader Asia-Pacific region.

 4. WORKING CAPITAL AND FUNDRAISE

Following the adoption of the New Business Strategy, the Company initially
intends to raise up to £1m by way of a placing to support the development of
the New Business Strategy. The Company intend to issue up to 1,000,000 new
Ordinary Shares at a price of £1 per share.

The Directors are of the opinion, having made due and careful enquiry, that the
working capital available to the Company will be sufficient for its present
requirements, that is for at least twelve months from the date of this
Document.

 5. SHARE ISSUE AUTHORITY

In order to enable the Company to raise the initial £1m as well as to give the
Company additional flexibility to implement the New Business Strategy,
Resolution 2, which will be proposed at the General Meeting as a special
resolution, would authorise the Directors to issue and allot, without applying
statutory pre-emption rights, Ordinary Shares up to an aggregate nominal value
of £256,250 which is equivalent to 50% of the current issued share capital of
the Company. This authority will expire on 31 December 2014.

 6. ADMISSION TO GXG MAIN QUOTE AND WITHDRAWAL FROM ISDX GROWTH MARKET

The Company was admitted to trading on ISDX Growth Market (formerly PLUS
Markets) on 9 April 2010 as an `investment vehicle'. Following consideration of
the proposed rule changes on ISDX Growth Market, the Board believes that, given
the Company's intended change in strategy, ISDX Growth Market may no longer be
suitable for the Company. Consequently, the Company applied for admission on
the GXG Main Quote.

GXG Main Quote is an EU Multilateral Trading Facility (MTF) which GXG Markets A
/S is licensed to operate by the Danish Financial Supervisory Authority
(Finanstilsynet). Being a multilateral trading facility, GXG Main Quote does
not have the legal status as an EU-regulated market. Companies quoted on GXG
Main Quote and trading participants trading on GXG Main Quote are only subject
to the private rules stipulated in the Rule book GXG Main Quote Issuing
Companies respectively GXG Market Rules for trading participants. Investors on
GXG Main Quote are not protected by the legislation on market abuse, disclosure
obligations and the supervision from financial authorities. The risk in such an
investment may be higher than on an EU-regulated market, such as GXG Official
List.

A multilateral trading facility is in article 4 (15) of MiFID (Markets in
Financial Instruments Directive) defined as a multilateral system, operated by
an investment firm or a market operator, which brings together multiple
third-party buying and selling interests in financial instruments - in the
system and in accordance with non-discretionary rules - in a way that results
in a contract on transfer.

The Company was admitted to trading on GXG Main Quote on 11 July 2013. It is
currently dual-admitted on both ISDX Growth Market and GXG Main Quote. However,
subject to the approval by Shareholders of the Proposals, JTC intends
withdrawing its securities from the ISDX Growth Market on 2 August 2013.

Resolution 3 to be proposed at the General Meeting as a special resolution is
to approve the withdrawal of the Company's securities from ISDX Growth Market.
In this respect, the Company notes that it has obtained Irrevocable
Undertakings representing 97.27% of the voting rights of the Company to approve
all Resolutions, including Resolution 3.

 7. CHANGE OF NAME

In order to reflect the New Business Strategy, Resolution 4 to be proposed at
the General Meeting as a special resolution would change the name of the
Company to WinLogic PLC.

 8. DIVIDEND POLICY

The Directors do not intend that the Company will pay a dividend for the next
12 months but will consider the payment of future dividends as and when the
growth and profitability of the Company permits the payment of dividends.

 9. GENERAL MEETING

Completion of the Proposals is conditional, inter alia, on approval by
Shareholders at the General Meeting. Accordingly, there is set out at the end
of this Document a notice convening the General Meeting which will be held at
One New Change, London, EC4M 9AF on 29 July 2013 at 10 a.m. (UK time).

At the General Meeting, Shareholders will be asked to consider and, if thought
fit, approve the Resolutions as outlined below:

Ordinary Resolutions

 1. Approve the New Business Strategy as described in this Document.

Special Resolutions

 2. Authorise the Directors to issue and allot Ordinary Shares up to an
    aggregate nominal value of £256,250 without having to make a pre-emptive
    offer of Ordinary Shares to the Shareholders.

 3. Approve the withdrawal of the Company's securities from trading on the ISDX
    Growth Market.

 4. Subject to Resolution 1 having been passed, change the name of the Company
    to WinLogic PLC.

10. DOCUMENTS AVAILABLE

Copies of this Document will be available, free of charge, at the offices of
Alexander David at 45 Moorfields, London EC2Y 9AE from the date of this
Document during normal business hours on any week day, Saturdays, Sundays and
public holidays excepted, for one month from the date of this Document.

11. ACTION TO BE TAKEN

A Form of Proxy is enclosed for use at the General Meeting. Whether or not you
intend to be present at the General Meeting in person, you are requested to
complete and sign the Form of Proxy in accordance with the instructions printed
on it and return it to the Registrars as soon as possible and, in any event, so
as to arrive not later than 10a.m. (UK time) on 26 July 2013. Unless the Form
of Proxy is received by this date and time, it will not be valid.

The completion and return of a Form of Proxy will not preclude you from
attending the General Meeting and voting in person if you so wish.

12. RECOMMENDATION

The Board is unanimously in favour of the Proposals, which we consider are in
the best interests of the Shareholders as a whole. Accordingly, the Directors
unanimously recommend the Shareholders to vote in favour of the Resolutions at
the General Meeting as they intend to do so, or to procure to be done, in
respect of their aggregate beneficial holdings of 30,000 Ordinary Shares,
representing approximately 0.29% per cent. of the existing issued share capital
of the Company.

The Company has received Irrevocable Undertakings to vote in favour of all the
Resolutions at the General Meeting from Shareholders, who together at the date
of this Document, hold 97.27% of the issued ordinary share capital of the
Company.

Yours faithfully,

The Board of Directors

11 July 2013

                  Information about the New Business Strategy

 1. OVERVIEW

The Company intends to become an online casino operator targeting Japanese and
Asian markets and aims to offer a range of online casino games including
blackjack, roulette, baccarat, poker and slots on a variety of internet enabled
devices including computers, tablets and mobile phones. It intends
distinguishing itself in the market through its proprietary Japanese animation
front-end system.

 2. ONLINE CASINOS - MARKET CHARACTERISTICS SIZE AND GROWTH

 1. Overview and Market Characteristics

The online gaming market can be divided into the following categories:

  * Casinos

  * Sports betting

  * Poker

  * Bingo

  * Lotteries

  * Other gambling

In general, online casinos offer players 24-hour access to a wide range of
games, including all those games found in land-based casinos such as blackjack,
roulette and slots. Because of the relatively low overheads of online casino
operators, they are generally able to offer higher payout ratios than
land-based casinos - typically 96% to 98%, compared with 88% to 90% at
land-based casinos.

 1. Market Size and Growth

Since its inception in the early 1990s, online gaming has experienced strong
growth.

Global Gaming

Estimates of total market size vary widely. For example, H2 Gaming Capital
estimates that the global gaming market size in 2011 was EUR 25bn. These
figures include major operators which are not publically traded as well as
figures from the Hong Kong Jockey Club and the Japan Racing Association. MECN,
in their Online Gambling Benchmarking July 2012 Report, estimate a total market
size of EUR 4.7bn. These figures are based on the sum of all net revenues of
publically traded online gaming operators. The compound annual growth rate
between 2008 and 2011 was 15.4%.

Casino

Within the casino sector, MECN's figures show an compound annual growth rate of
total revenues of 10.1% between 2007 and 2011. In 2011, revenues increased by
an average of 15%.

Asia

According to MECN, "some years ago, many operators extolled Asia as a great
future market for their operations. However, this has not turned out to be the
case so far, and more or less, only 888 was among the key operators that made a
stronger effort to develop and enter the Asian market". Six operators offer
Chinese language websites and only two (William Hill and 888) offer Japanese
language websites.

Japan

Research into the size of the Japanese online casino market is limited. There
are many kinds of gambling in Japan, including pachinko, horse race, lottery,
boat race, bicycle race and soccer betting. The total Japanese gambling market
net revenue was USD 54.2 billion (c. EUR 41.6 billion) in 2010. This number is
approximately 1.57 times of the sum of Las Vegas, Macau and Singapore. The
Pachinko market is estimated at USD 35.6 billion (EUR 27.4 billion) net
revenue. The average revenue per player for Japanese Pachinko player is EUR
1,554. This number is 6.2 times higher than that of the average online casino
player, which is EUR 251.

The Directors believe that the online casino market in Japan and for Japanese
language customers is a relatively large and untapped market. In particular,
the Directors believe that online Pachinko has significant potential. Were the
Company to capture 1% of the Pachinko market within three years, this would
equate to net revenues of USD 356m (c. EUR 274m or £220m).

 2. Competition

The global online casino market is extremely competitive. Industry research
indicates that there are currently more casino websites on the internet than
any other category of online gaming.

There are a number of well-established international casino operators. Payout
ratios can easily be compared on comparison websites. Players may switch
accounts frequently and often have accounts with a number of casinos. It is
widely believed that a key success factor for online casinos is the ability to
recruit and retain players by offering newer or better games, sign-up bonuses
and larger prizes than competitors. Further key success factors include a
trusted brand, responsive and effective player support and a broad product
range.

 3. BUSINESS STRATEGY

Given the competitive nature of the market and the challenges in attracting and
retaining real money customers, the Directors intend implementing the following
strategy to distinguish itself and develop a reputable international online
casino business focused on the Japanese language and Asian markets.

 1. UNIQUE FRONT END DESIGN AND IP

In the Directors' opinion, almost all the existing online casinos offer generic
and similar design and gaming content. Online gaming companies tend to use a
limited number of casino games software suppliers with card games being split
between virtual tables which are branded with the operators' livery or `video'
card games where a live croupier deals cards.

Japanese Anime

The Company intends to differentiate itself by creating an online casino which
uses proprietary Japanese animation content. Customers will play casino games
in a virtual casino where Japanese `anime' girls with different characters act
as `hostesses' and `croupiers' in an interactive fashion with customers. The
Directors believe this will provide high quality entertainment to real money
customers who are either bored with or uninterested in traditional casino
games.

Anime is the Japanese abbreviated pronunciation of "animation" and typically
refers to cartoons and computer animation. While the earliest known Japanese
animation dates to 1917, the characteristic anime style was developed in the
1960 and became known outside Japan in the 1980s. It is used in TVs, films,
videos, commercials and video games. As the market for anime increased in
Japan, it also gained popularity in East and Southeast Asia and is currently
popular in many different regions around the world.

The Company intends designing and developing front-end casino game technology
based on Japanese anime design and characters to create virtual female
hostesses and croupiers (characters). On signing up, customers will be
introduced to the characters and will be able select the virtual character of
their choice. It is intended that customers will be able to interact with the
hostesses/croupiers in a variety of ways within the casino and the site will
also host various interactive events like beauty contests. The characters are
intended to be used in promotional materials as well as to generate product
sales linked to the characters. Further development of events and stories
related to the characters is expected to maintain customer interest and
involvement with the characters

The Directors believe that the front-end technology will provide the Company
with a competitive advantage in attracting and retaining players.

 2. LEADING THIRD PARTY TECHNOLOGY

The Company intends to source the casino and back office software from
reputable, established and licensed suppliers. It is currently in discussions
with Microgaming to use their software to generate casino gameplay and to open
and maintain customer accounts. This software includes a player tracking system
which will provide the Company with comprehensive data on its customers and
operations.

The Company intends to integrate its proprietary front end technology with that
of the third party supplier and to host the third party software on its servers
which are likely to be based in the Philippines.

 3. TARGET MARKET

The Company will initially focus primarily on the Japanese-speaking market but
will target other Asian countries where players are likely to be receptive to
the Japanese anime games design.

 4. MARKETING STRATEGY

The Directors believe that the Company has an substantial advantage in
attracting potential customers. The Company has acquired a database of 3.8
million potential customers who are believed to be interested in or are active
gamblers. The Company intends to use this database to establish its initial
customer base of real money players. The Directors expect that this will help
to significantly reduce the initial average cost per acquisition ("CPA") of
real money customers.

The Company also intends to attract additional real money customers and to
reactivate lapsed customers through affiliates as well as online marketing
techniques including search engine optimisation and banner advertising,
particularly on gaming related websites. The Company expects that such
techniques in combination with the software will enable the Company to evaluate
accurately the effectiveness of its market spend.

The marketing team is expected to operate from the Philippines.

 5. OPERATING STRATEGY

Aside from marketing, the Company's casino operations will include customer
support, IT, maintenance of customer accounts and payment processing.

Customer support

The Company expects that customer support will be managed by a Japanese
speaking team based in the Philippines. There are some well established casino
businesses that operate from the Philippines and the Directors believe that it
should be reasonably easy to recruit customer support and account maintenance
teams with relevant casino experience.

IT Operations

IT operations are expected to be based in the Philippines. The IT team will
provide operational management support and will monitor the Company's web
environment, front end, gaming and back-end systems.

The gaming servers are expected to be hosted in the Philippines. Additional
front end servers may operate in Japan in order to provide players with better
performance and download times. The Company also intends to have back up
servers which are located separately.

Payment Processing and customer accounts

The Company is in discussions with a number of international acquiring banks
for the processing of credit and debit card transactions. The Directors believe
that the use of leading international bank brands will give customers
confidence when making deposits and that this will add to customer's
perceptions of the Company's integrity.

The Company is aware of the chargeback risks and intends to monitor and manage
this risk effectively. Chargebacks occur when a customer makes a deposit using
a credit card and then disputes that charge and the money is deducted from the
casino operator's bank account and refunded to the customer. These disputed
transactions may be either due to fraud or `gamblers remorse' and the operator
is exposed to this chargeback risk for up to six months after the transaction.

The Company also intends to allow payments to be made via eWallets such as
Paypal, Netteler and Firepay where the eWallet provider takes the chargeback
risk. The Company also intends using a variety of payment processing solutions
to simplify the use of multiple payment methods and assist in fraud prevention.

The Company expects to act as the principal control point for all customer
deposits and payouts and will to maintain customer deposit accounts separately
to the Company's operating accounts. Customer accounts will be offered in Yen,
Euros and US Dollars.

The Directors understand that they have a responsibility for ensuring that the
Company's activities do not contravene laws applicable to the Company including
any money laundering provisions applicable to the activities of the Company. In
this regard, and to minimise these risks, the Company intends to regularly
monitor the activities of all its real money customers.

 4. REGULATION

The online casino market where the company intends to operate is a regulated
activity and as such the company will have to comply with a number of rules and
regulations to operate its proposed business.

Although the regulatory regime for land-based gaming operations is well
established in many countries, including the Company's target markets, the
gaming laws in such countries may not necessarily have been updated to take
account of the internet and the ability of offer gaming services online.
Consequently, there is uncertainty as to the legality of online gaming in a
number of countries and, in certain others, it may be illegal.

Nonetheless, real money players in such countries have proved willing to engage
in online gaming despite the fact that they may be prohibited by their domestic
law from doing so.

If such countries clarify their policies and/or choose to enforce these
prohibitions, then such real money players may be unable to engage in online
gaming and this could have an adverse effect on the Company's business.

In countries where online gaming may be illegal or a foreign operator is unable
to obtain a licence, offshore gaming companies rely on the apparent
unwillingness or inability of regulators generally to bring actions against
businesses with no physical presence in the relevant country. The application
or enforcement of gaming laws or regulations, a change in sentiment by
regulatory authorities or the taking of any action by relevant authorities
which restricts the processing of payments relating to online gaming
transactions or the advertising of online gaming, may severely and adversely
impact the Company's business and financial position and even if such actions
were successfully resisted, the Company may still incur considerable costs and
distractions in defending such actions. Any resulting dispute may also damage
the Company's reputation and brand and thereby have a material adverse effect
on the Company's business, revenue and financial position.

The Company's operations are dependent on banks, credit card companies, payment
processors, media providers and other suppliers. Disruption of the Company's
relationships with such service providers and suppliers could materially
adversely affect the Company's business. Governments may seek to impede the
online gaming industry by introducing legislation designed to prohibit or
restrict financial institutions, payment processors, media providers and other
suppliers from transacting with and providing services to online gaming
operators. In the US, Canada and the UK and certain other countries, the
advertising of online gaming is prohibited or restricted by regulation or more
informal actions. Accordingly, payment processing costs and bad debts may
increase as a proportion of the Company's revenue in the future, and the
Company may experience increasing difficulties in advertising (and hence
acquiring and retaining customers).

Furthermore, there can be no assurance that potential future laws and
regulations will not have a material adverse effect on the Company's
operations.

                           NOTICE OF GENERAL MEETING

                        JAPANESE TURNAROUND CAPITAL PLC

 (Incorporated and registered as a public limited company in England and Wales
     under the Companies Act 2006 with registered company number 7148370)

NOTICE IS HEREBY GIVEN that a General Meeting of Japanese Turnaround Capital
plc (the "Company") will be held at One New Change, London, EC4M 9AF on 29 July
2013 at 10a.m. (UK time) for the purpose of considering and, if thought fit,
passing the following resolutions which will be proposed in the case of
Resolution 1 as ordinary resolutions and in the case of Resolutions 2 to 4, as
special resolutions:

                             ORDINARY RESOLUTIONS

 1. THAT the change in business strategy of the Company as described in a
    circular to shareholders published by the Company on 11 July 2013 be
    approved and the directors of the Company (the "Directors") be authorised
    to take all such steps as they consider necessary or desirable to implement
    the new business strategy of the Company.

                              SPECIAL RESOLUTIONS

 2. THAT, the Directors be and they are hereby empowered in accordance with
    section 570 and section 573 of the Act to allot equity securities (within
    the meaning of section 560 of the Act) for cash, either pursuant to the
    existing authority conferred on the Directors and/or by way of a sale of
    treasury shares, for cash as if section 561(1) of the Act did not apply to
    any such allotment or sale, provided that this power shall be limited to:

 a. the allotment of equity securities and sale of treasury shares for cash in
    connection with an offer of, or invitation to apply for, equity securities
    by way of rights:

 i. to holders of ordinary shares in proportion (as nearly as may be
    practicable) to their existing respective holdings of such shares; and

ii. to holders of other securities, as required by the rights of those
    securities or as the Directors otherwise consider necessary, on a record
    date fixed by the Directors,

but subject to such exclusions, limits, restrictions or other arrangements as
the Directors may deem necessary, appropriate or expedient in relation to
treasury shares, fractional entitlements, record dates, legal, regulatory or
practical problems in or under the laws of any territory, the requirements of
any regulatory body or any stock exchange in any territory or any other matter
whatsoever; or

 b. the allotment of equity securities and sale of treasury shares for cash in
    the case of the authority granted under resolution 2 above and/or in the
    case of any sale of treasury shares for cash (otherwise than pursuant to
    paragraph (a) above) having an aggregate nominal amount, not exceeding £
    256,250,

and shall expire on 31 December 2014 save that the Company may, before such
expiry, make offers or agreements which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after such expiry
and the Directors may allot equity securities (and sell treasury shares) in
pursuance of any such offers or agreements as if the power conferred hereby had
not expired. All authorities and powers previously conferred upon the Directors
pursuant to section 561 of the Act shall be revoked but without prejudice to
any exercise of such other authorities and powers prior to the date on which
this resolution is passed.

 3. THAT the Company withdraw its securities from trading on the ISDX Growth
    Market.

 4. THAT, subject to and conditional upon the passing of Resolution 1 above,
    the Company's name be changed to WinLogic PLC.

By order of the Board

                                                             Registered Office:

                                                                 One New Change

                                                                         London

                                                                       EC4M 9AF

Director

Dated: 11 July 2013

Notes:

 1. A member entitled to attend and vote at the above meeting is entitled to
    appoint a proxy or proxies to attend and vote instead of him. A proxy need
    not be a member of the Company. The appointment of a proxy will not
    preclude a member from attending and voting at the meeting in person should
    he subsequently decide to do so.

 2. To be effective, the relevant Form of Proxy must be completed and lodged
    with the Company's Registrars, Capita Registrars, 34 Beckenham Road,
    Beckenham, Kent, BR3 4TU no later than 48 hours before the meeting.

 3. Pursuant to regulation 41 of the Uncertificated Securities Regulations
    2001, the Company specifies that in order to have the right to attend and
    vote at the General Meeting (and also for the purpose of determining how
    many votes a person entitled to attend and vote may cast), a member must be
    entered on the register of members of the Company at 6 p.m. (UK time) on 27
    July 2013 or, in the event of any adjournment, no later than 48 hours
    before the day of the adjourned meeting. Changes to entries on the register
    of members after this time shall be disregarded in determining the rights
    of any person to attend or vote at the meeting.

 4. In the case of joint holders of a share the vote of the senior who tenders
    a vote, whether in person or by proxy, shall be accepted to the exclusion
    of the votes of the other joint holders and seniority shall be determined
    by the order in which the names of the holders stand in the register of
    members.

The directors of Japanese Turnaround Capital PLC accept responsibility for this
announcement.

CORPORATE ADVISER CONTACT DETAILS:

Alexander David Securities Limited
David Scott
Telephone: +44 (0) 20 7448 9800
45 Moorfields, London, EC2Y 9AE.

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