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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Rome Resources Plc | LSE:RMR | London | Ordinary Share | GB00BYY0JQ23 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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-9.19 | -96.74% | 0.31 | 0.30 | 0.32 | 0.35 | 0.31 | 0.35 | 527,618,329 | 13:00:56 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:2919Y Ricmore PLC 13 February 2006 For release at 7.00am on 13 February 2006 Energy Assets Limited to join AIM via Reverse Takeover of Ricmore PLC HIGHLIGHTS * Energy Assets Limited ("EAL"), a company set up to provide meter asset management services to industrial and commercial users of gas and electricity and their suppliers, will join AIM on 13 March 2006 via a reverse takeover of Ricmore plc ("Ricmore" or the "Company") in conjunction with a placing of new ordinary shares in Ricmore. * Ricmore, an AIM listed investment company with cash of approximately GBP323,000 at 30 June 2005, will acquire EAL for GBP2.123 million in total, satisfied by the issue of 141,500,000 new ordinary shares to EAL shareholders. * In addition, a share placing of 83,333,333 new ordinary shares of Ricmore at 1.5p each will raise GBP1.25 million of new money before expenses. * The market capitalisation of the Enlarged Group, which will be re-named as Energy Asset Management plc ("EAM"), will be GBP3.7 million based on a 1.5p placing price. * The Directors of Ricmore commenced discussions with EAL last year. They believe that the acquisition presents an opportunity to acquire a company that has the potential to significantly increase shareholder value. * The transaction is subject to shareholder approval at an extraordinary general meeting ("EGM") called for 9 March 2006. * Subject to the passing of the resolutions at the EGM the Enlarged Group will be admitted to AIM on 13 March 2006. * Hichens, Harrison & Co plc has been appointed as broker to the Company for the purposes of the transaction and will continue to act as broker following Admission. Background EAL was set up to provide meter asset management services, including utilising new forms of technology, to industrial and commercial users of gas and electricity and their suppliers. This includes a range of activities from technical support, operational services, data collection and management of supply chain. Ricmore was formed to seek to establish, invest in or acquire assets, businesses or companies in the internet and technology related services sector in the UK. The Directors believe that the Acquisition presents an opportunity to acquire a company that has the potential to significantly increase shareholder value. EAL - strategy EAL has developed and established the infrastructure to service its Meter Asset Manager business and has signed 2 contracts with Independent Gas Suppliers. EAL's specific target areas of business are industrial and commercial metering, datalogging (remote meter reading) and the supply of electricity meters. EAL has focused on these areas to differentiate itself as a key service provider. The target is to achieve within five years a market share of approximately 50,000 specialist industrial and commercial gas meters, approximately 45,000 dataloggers and approximately 50,000 electricity meters by demonstrating consistently high levels of service and customer satisfaction to current and potential customers. Stephen Barclay, non-executive Chairman of Ricmore plc, said: "We have had detailed discussions with the management of EAL and we think this deal is an excellent opportunity for both companies. EAL gains access to fresh capital and access to the equity market while shareholders in Ricmore will own a stake in an exciting company." Alan McKeating, Managing Director of EAL, added: "We look forward to completing this transaction and developing the company in line with our business plan. We intend to keep shareholders and the market fully informed of all developments as we progress". For further information contact: Stephen Barclay, non-executive Chairman Ricmore PLC 020 7743 6370 Alan McKeating, Managing Director Energy Assets Limited 01506 602674 Brett Miller / Gavin Burnell Ruegg & Co Limited 020 7584 3663 Ben Simons Hansard Communications 020 7245 1100 Christian Dennis Hichens Harrison & Co plc 020 7588 5171 Proposed acquisition of Energy Assets Limited Approval of waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers Placing of 83,333,333 new Ordinary Shares at a price of 1.5p per share Change of name to Energy Asset Management plc Application for re-admission to AIM Notice of Extraordinary General Meeting Introduction The Company has entered into an agreement for the acquisition of the whole of the issued share capital of EAL. In addition, the Company has announced that it is proposing to raise GBP1,250,000, before expenses, by way of the Placing. EAL was set up to provide meter asset management services, including utilising new forms of technology, to industrial and commercial users of gas and electricity and their suppliers. This includes a range of activities from technical support, operational services, data collection and management of supply chain. Ricmore was formed to seek to establish, invest in or acquire assets, businesses or companies in the internet and technology related services sector in the UK. The Directors believe that the Acquisition presents an opportunity to acquire a company that has the potential to significantly increase shareholder value. The consideration for the Acquisition will be GBP2.123 million, to be satisfied by the allotment and issue by the Company to the Vendors of 141,500,000 new Ordinary Shares credited as paid up at the Placing Price. The Company intends, by way of a placing of 83,333,333 new Ordinary Shares at a price of 1.5p per share, to raise GBP1,250,000 before expenses. The expected net proceeds of the Placing of GBP855,500 will be applied as working capital for the Enlarged Group, providing resources to allow the Enlarged Group to build its executive and management team and to implement its business plan. The Acquisition will constitute a reverse takeover under the AIM Rules and is therefore conditional (inter alia) upon the approval of Shareholders in general meeting. In addition, following Completion, and subject to the exercise of Unapproved Options and EMI Options, the Concert Party will together be the beneficial owners of a maximum of 176,773,766 Ordinary Shares in the Company, representing a maximum of 64.1per cent. of the enlarged share capital. The Independent Shareholders will also therefore be asked to vote on a resolution to approve a Waiver by the Panel of any obligation on the part of members of the Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code arising from the issue to members of the Concert Party of the Consideration Shares pursuant to the Acquisition Agreement, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or the issue of Ordinary Shares pursuant to the exercise of the Unapproved Options or EMI Options. As John Shaw and I are Directors, and hold shares in EAL, the Acquisition constitutes a related party transaction for the purposes of the AIM Rules and a substantial property transaction with a director for the purposes of s.320 of the Act. John Shaw holds 601 ordinary shares and 400 'B' ordinary shares in EAL and I hold 721 ordinary shares and 1,000 'B' ordinary shares in EAL. We will receive 7,214,337 Consideration Shares and 12,122,357 Consideration Shares respectively on Completion. Accordingly, we have not participated in the Board's consideration of the proposed Acquisition of EAL and we will not vote on any of the Resolutions to be proposed at the EGM. Lance O'Neill, the Independent Director, who has been independently so advised by Ruegg, believes that the terms of the proposed Acquisition of EAL are fair and reasonable so far as the Shareholders are concerned and that the Shareholders should vote in favour of the Acquisition of EAL. The full recommendation is set out at the end of this letter. Lance O'Neill is considered independent as he has no shareholding in EAL and is not otherwise connected with EAL. Background to and reasons for the Acquisition The Company has had no trading business since admission to AIM on 30 March 2005. Since this time the Directors have been reviewing various options in line with the Company's investment and acquisition strategy. The Directors believe that the Acquisition will allow Shareholders to participate in an Enlarged Group which combines the EAL business with the Company's existing cash resources and its access to the equity market and has the potential for delivering positive returns to shareholders. Information on Ricmore Ricmore was incorporated on 4 March 2005 and admitted to trading on AIM on 30 March 2005. Ricmore is an investment company and has been seeking to establish, invest in or acquire assets, businesses or companies in the internet and technology-related services sector in the UK. As at 30 June 2005 Ricmore had cash at bank of GBP323,923. Principal Terms of the Acquisition On 13 February 2006 the Company entered into the Acquisition Agreement with the Vendors to acquire the entire issued share capital of EAL. Under the terms of the Acquisition Agreement the Company has agreed to pay a consideration of GBP2.123 million to be satisfied by the issue and allotment on Completion of the Consideration Shares by the Company to the Vendors credited as paid up at the Placing Price. The Company and the Vendors have given each other mutual warranties and indemnities regarding the Company and EAL and its subsidiaries respectively. The Acquisition is conditional, inter alia, on the passing of the Resolutions and Admission. Upon Completion, the Proposed Directors will be appointed to the board of the Company. The Consideration Shares will represent 57.34 per cent. of the Enlarged Share Capital and will, when issued, rank pari passu in all respects with the other Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission. Options to be granted to EAL management team The Board intends to adopt the EMI Scheme and the Unapproved Share Option Scheme prior to Completion. It is intended that the Board will grant, conditional upon Completion, the following options to the management team of EAL under the EMI Scheme and the Unapproved Option Scheme: Name Unapproved Options EMI Options Alan McKeating 4,790,834 6,666,666 Philip Bellamy-Lee Nil 5,500,000 Robert Hatton Nil 5,500,000 John Butler Nil 5,500,000 Gary Rimmer 1,100,000 Nil All of the options granted to the management team of EAL under the EMI Scheme and Unapproved Share Option Scheme are exercisable at the Placing Price subject to the performance condition that the earnings per share of The Company as derived from the audited accounts for any accounting period shall exceed 0.5 pence and the earnings per share shall be calculated according to the prevailing accounting standards adopted by the Company and its Auditors from time to time but adding back all share-based expenses deducted under FRS20. The method of calculation may be adjusted by the Board (after taking advice from the Auditors or such other suitable advisers as they determine to be appropriate) to take account of variations of share capital other than acquisitions by the Company. The performance condition will not apply in the event of the exercise of an option on a takeover or if an option holder dies or leaves the Enlarged Group due to ill health, injury or disability. For future grants of EMI Options, the Board may impose performance conditions appropriate at that time. Current Trading and Prospects Since admission to AIM in March last year, Ricmore has not traded and has been seeking an appropriate acquisition target in line with its objectives, whilst minimising operating expenses. EAL has developed and established the infrastructure to service its MAM business and has signed 2 contracts with Independent Gas Suppliers. EAM Assets Limited, a subsidiary of EAL, has entered into a lease financing agreement with ICON EAM LLC. Directors and Proposed Directors Brief biographical details of the Directors and Proposed Directors are set out below. Directors Stephen Barclay, FCA MBA, (aged 63), Non-Executive Chairman Stephen Barclay qualified as a Chartered Accountant in 1964 with Robson Rhodes before obtaining an MBA degree from Wharton Business School in 1967. In 1989, after a career during which he reorganised various companies, he established Clifton Financial Associates Plc to provide corporate finance advice to small to medium sized private and public companies. In August 1998, he became group executive chairman of Seymour Pierce Group Plc. He resigned as a director of Seymour Pierce Group Plc and various other companies at the end of March 2001 to form CFA Capital Group Plc, a financial services holding company, from which he resigned as Chairman on 31 March 2005. He is a director of a number of public companies and is a governor of the London School of Economics and Political Science. He is a senior adviser to, and shareholder of, Chatsford Corporate Finance Limited. John Shaw, FCA, (aged 56), Non-Executive Director John Shaw qualified as a Chartered Accountant in 1975 with Touche Ross & Co in London. Subsequently, he spent two years seconded to the Quotations Department of the London Stock Exchange returning to Touche Ross & Co to join the Corporate Finance Group until 1982. After a period as a sole practitioner, he joined Chase Investment Bank Limited in 1985, was appointed a director and founded the Equity Investment Group, formed to invest in unquoted companies. In 1990 he joined Henry Ansbacher & Co Limited. He started working with Clifton Financial Associates Plc in early 1995 and was appointed a director in December 1996. He was appointed a director of Seymour Pierce Limited in December 1998 where he was initially Group Company Secretary and latterly Head of Private Equity. In March 2001, he co-founded CFA Capital Group Plc, whose operating subsidiary, City Financial Associates Limited became a nominated adviser and sponsor. He left CFA Capital Group Plc in July 2004 to form Chatsford Corporate Finance Limited. Lance O'Neill, BSc (Econ) Hons, (aged 48) Non-Executive Director Lance O'Neill is a London-based director of DFB (Australia) Pty. Ltd, a Sydney-based investment adviser. He is also chairman of EP&F Capital Plc, Ragusa Capital Plc and Alba Mineral Resources Plc, all of which are quoted on AIM. He has worked in international securities and investment markets since 1981. During this time, he spent over ten years based in London and Sydney and periodic work in the United States and the Far East, principally with Prudential-Bache Securities Inc., Societe General (Australia) Securities and Rivkin Securities Limited, working in institutional equity and fixed income sales and trading as well as in corporate finance. He is a director of and/or investor in a number of private and public companies in the UK, USA and Australia. He holds a BSc (Econ) Hons in Accountancy and Law from the University of Wales and is an affiliate member of the Securities Institute of Australia. Proposed Directors Alan McKeating, MBA, (aged 44) Managing Director Alan McKeating joined British Gas Scotland Ltd as an engineering apprentice. He held a number of technical, design, planning and operational roles before he was appointed the Engineering Operations Manager for the Edinburgh area, responsible for safe operation, management of the emergency service, maintenance and replacement of the distribution pipeline infrastructure. In 1995 he joined the Almond Valley Partnership Ltd, an independent consultancy and pipeline contractor where he was a director in charge of design and technical operations. In 1996 he joined Fusion Group plc initially as technical manager and from 1998 as Sales Director where he was part of the team that won The European Supply Chain Excellence Award in 2001, as judged by Accenture. He left Fusion Group plc in 2004 to establish Sitework Support Services Limited and more recently EAL. He has also been Chairman of the Society of British Gas Industries in the distribution and transmission section as well as the metering section between 2002 and 2004. John Butler, ACMA, (aged 54) Finance Director John Butler worked for Cape Universal Limited and Stal Levin Limited as assistant accountant before joining UGI Meters Limited, a manufacturer of domestic and industrial gas meters, part of Hanson plc in 1978, as financial accountant. In 1979 he qualified as a Chartered Management Accountant. Whilst at UGI Meters Limited he was promoted to key financial positions, being appointed Finance Director and Company Secretary in 1997. His responsibilities included financial responsibility for joint ventures in the Far East. He left UGI Meters Limited in 2001 to take up various consultancy posts and provide accounting services to SME's. Philip Bellamy-Lee, BA, (aged 41) Sales Director Philip Bellamy-Lee joined Bryan Donkin RMG Limited, an established company in the design , manufacture and supply of gas pressure control and safety equipment, in 1980 as an apprentice production engineer moving into the sales area in 1983 and being appointed the Regional Sales Manager in 1992. In March 1996 he joined UGI Meters Limited, which was a subsidiary of Hanson plc, as UK Business Development Manager. In 1997 he was appointed Sales and Business Development director responsible for UK and international sales. Following the acquisition of UGI Meters Limited by Invensys Metering Systems Limited in 2000 he held several positions in the enlarged business until being appointed Managing Director (UK business) and Sales Director UK and Middle East. The Proposed Directors will be appointed on Admission. On 10 February 2006, Alan McKeating entered into a service contract with the Company, the terms of which are conditional upon Admission, and are to commence from Admission. He has agreed to act as the managing director of the Company for remuneration of #88,200 per annum. In addition, the Company has agreed to contribute an amount equal to 10% of the Executive's salary and an additional sum of #4,410, being the salary foregone by the Executive, pursuant to the terms of his service agreement, into a personal pension arrangement. Alan McKeating is also entitled to a car allowance of #750 per month, private medical insurance (for himself, his spouse and any dependents under the age of 18), permanent health insurance, life assurance cover, a mobile telephone, a laptop computer and the installation of an additional telephone/data line. The appointment is terminable by 12 months' notice on either side. The agreement contains customary restrictive covenants. Upon termination, no benefits (other than those accruing during the notice period) are due to the director. On 10 February 2006, John Butler entered into a service contract with the Company, the terms of which are conditional upon Admission, and are to commence from Admission. He has agreed to act as the finance director of the Company for remuneration of #75,600 per annum. In addition, the Company has agreed to contribute an amount equal to 10% of the Executive's salary and an additional sum of #3,780, being the salary foregone by the Executive, pursuant to the terms of his service agreement, into a personal pension arrangement. John Butler is also entitled to private medical insurance (for himself, his spouse and any dependents under the age of 18), permanent health insurance, life assurance cover, a mobile telephone, a laptop computer and the installation of an additional telephone/data line. The appointment is terminable by 12 months' notice on either side. The agreement contains customary restrictive covenants. Upon termination, no benefits (other than those accruing during the notice period) are due to the director. On 10 February 2006, Philip Bellamy-Lee entered into a service contract with the Company, the terms of which are conditional upon Admission, and are to commence from Admission. He has agreed to act as the finance director of the Company for remuneration of #81,900 per annum. In addition, the Company has agreed to contribute an amount equal to 10% of the Executive's salary and an additional sum of #4,095, being the salary foregone by the Executive, pursuant to the terms of his service agreement, into a personal pension arrangement. Philip Bellamy-Lee is also entitled to a car allowance of #750 per month, private medical insurance (for himself, his spouse and any dependents under the age of 18), permanent health insurance, life assurance cover, a mobile telephone, a laptop computer and the installation of an additional telephone/data line. The appointment is terminable by 12 months' notice on either side. The agreement contains customary restrictive covenants. Upon termination, no benefits (other than those accruing during the notice period) are due to the director. Warrants On 30 March 2005 Ricmore issued warrants to subscribe for 2,000,000 Ordinary Shares at a price of 1p per Ordinary Share at any time until 30 March 2010. 500,000 Warrants were issued to each of John Shaw, Stephen Barclay, Lance O'Neill and Chatsford Corporate Finance Limited. On 29 December 2005 Ricmore executed a warrant instrument pursuant to which it will grant to ICON EAM LLC, conditional on Shareholder approval, Completion and Admission, the ICON Warrant to subscribe for such number of Ordinary Shares as are equal to 3 per cent. of the Enlarged Share Capital at a price equal to the Placing Price at any time until the fifth anniversary of Admission. On 8 February 2006 the Board resolved to grant to Ruegg, conditional on Shareholder approval and Admission, the Ruegg Warrant to subscribe for 2,000,000 Ordinary Shares at a price equal to the Placing Price at any time from the first anniversary of Admission until the fifth anniversary of Admission. On 8 February 2006 the Board resolved to grant to Hichens, conditional on Shareholder approval and Admission, the Hichens Warrant to subscribe for 3,000,000 Ordinary Shares at a price equal to the Placing Price at any time from the first anniversary of Admission until the fifth anniversary of Admission. Dealing Restrictions Immediately following Admission, the Directors and Proposed Directors will be interested in, in aggregate, 100,372,306 Ordinary Shares, representing approximately 40.67 per cent. of the Enlarged Share Capital. In addition, Robert Hatton and Gary Rimmer will, immediately following Admission, be interested in, in aggregate, 18,718,747 Ordinary Shares, representing approximately 7.59 per cent. of the Enlarged Share Capital. ICON EAM LLC will hold the ICON Warrant. The Directors, Proposed Directors, Mr Hatton and Mr Rimmer have undertaken to the Company and Hichens, and ICON EAM LLC has undertaken to the Company and Ruegg, subject to certain exceptions in accordance with the AIM Rules (including the ability to accept a take-over offer for the Company and to give an irrevocable undertaking to accept a take-over offer for the Company), not to dispose of or transfer any Ordinary Shares in which they are interested for a period of 12 months from Admission. In addition, those members of the Concert Party who have not entered into dealing restrictions as specified above have each undertaken to the Company and Hichens they will not dispose of any interest in the Ordinary Shares held by them immediately following Admission for a period of six months from the date of Admission except with the consent of Hichens or the Company's broker from time to time (which can be withheld at the absolute discretion of Hichens or the broker) and in certain other limited circumstances (including the ability to accept a take-over offer for the Company or give an irrevocable undertaking to accept the same). Dividend Policy The Directors and Proposed Directors intend to commence the payment of dividends when it becomes commercially prudent to do so, subject to the availability of sufficient distributable profits. The City Code on Takeovers and Mergers The issue of Consideration Shares to the Concert Party and the possible exercise after Completion of Unapproved Options and/or EMI Options by certain members of the Concert Party, gives rise to certain considerations under the Takeover Code. Brief details of the Takeover Code and the protections this affords Shareholders are described below. The Takeover Code has not, and does not seek to have, the force of law. It has, however, been acknowledged by both the UK government and other UK regulatory authorities that those who seek to take advantage of the facilities of the securities markets in the UK should conduct themselves in matters relating to takeovers in accordance with high business standards and so according to the Takeover Code. The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the UK, the Channel Islands or the Isle of Man or falls within certain categories of private limited companies. Ricmore is such a company and its Shareholders are entitled to the protection afforded by the Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), where any person acquires, whether by a series of transactions over a period of time or by one specific transaction, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company that is subject to the Takeover Code, that person is normally required by the Panel to make a general offer in cash to the shareholders of that company to acquire the balance of the equity share capital of the company at the highest price paid by him or any person acting in concert with him in the previous 12 months. Similarly, where any person or persons acting in concert already hold more than 30 per cent., but not more than 50 per cent., of the voting rights of such a company, a general offer will normally be required if any further shares are acquired. Under the Takeover Code, "acting in concert" is defined as follows: Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate control (as defined below) of that company. Under the Takeover Code, "Control" is defined as follows: Control means a holding, or aggregate holdings, of shares carrying 30% or more of the voting rights (as defined below) of a company, irrespective of whether the holding or holdings gives de facto control. The Concert Party consists of the Vendors of EAL and Chatsford Corporate Finance Limited, a company in which John Shaw, Stephen Barclay, and Martin Perrin are shareholders and of which John Shaw and Martin Perrin are directors. The Concert Party currently hold in aggregate 4,550,000 Ordinary Shares, representing 20.74 per cent. of the issued ordinary share capital of the Company. Pursuant to the Acquisition Agreement, the Concert Party will, upon Completion, be issued in aggregate 141,500,000 Consideration Shares. In addition to the issue of Consideration Shares to the Concert Party, upon Admission, Alan McKeating will be granted Unapproved Options over 4,790,834 Ordinary Shares and EMI Options over 6,666,666 Ordinary Shares, Phillip Bellamy-Lee will be granted EMI Options over 5,500,000 Ordinary Shares, Robert Hatton will be granted EMI Options over 5,500,000 Ordinary Shares, John Butler will be granted EMI Options over 5,500,000 Ordinary Shares and Gary Rimmer will be granted Unapproved Options over 1,100,000 Ordinary Shares. In addition, as part of the Placing, Alan McKeating will subscribe for 416,534 Ordinary Shares, Philip Bellamy-Lee will subscribe for 416,533 Ordinary Shares, Robert Hatton will subscribe for 416,533 Ordinary Shares and John Butler will subscribe for 416,666 Ordinary Shares. Set out below is the current interest of each member of the Concert Party in the Company's share capital as at the date of this document, as it will be immediately after the issue of the Consideration Shares and shares issued pursuant to the Placing and as it would be (subject to the assumptions noted below) immediately after the issue of Ordinary Shares on exercise in full of the Unapproved Options and the EMI Options held by members of the Concert Party: Maximum Shareholding following Shareholding exercise of all immediately after Unapproved Options Current Shareholding Admission and EMI Options* % of % of % of No. of Ordinary No. of Ordinary No. of Ordinary Ordinary Share Ordinary Share Ordinary Share Shareholder Shares Capital Shares Capital Shares Capital* Alan McKeating Nil Nil 42,760,561 17.3 54,218,061 19.7 Philip Bellamy-Lee Nil Nil 30,024,965 12.2 35,524,965 12.9 Robert Hatton Nil Nil 11,295,679 4.6 16,795,679 6.1 Gary Rimmer Nil Nil 7,423,068 3.0 8,523,068 3.1 John Butler Nil Nil 4,200,086 1.7 9,700,086 3.5 Stephen Barclay(1)1,600,000 7.3 13,722,357 5.6 13,722,357 5.0 John Shaw(2) 1,000,000 4.6 8,214,337 3.3 8,214,337 3.0 Martin Perrin(3) Nil Nil 1,891,710 0.8 1,891,710 0.7 Arthur Tait Nil Nil 2,724,062 1.1 2,724,062 1.0 Jonathan Feingold Nil Nil 2,724,062 1.1 2,724,062 1.0 Simon Slater Nil Nil 2,118,715 0.9 2,118,715 0.8 Ross Perrin Nil Nil 1,333,333 0.5 1,333,333 0.5 Kirsty Perrin Nil Nil 1,333,333 0.5 1,333,333 0.5 Geoffrey Smith(4) 725,000 3.3 3,391,666 1.4 3,391,666 1.2 Alan Chamberlain 225,000 1.0 1,558,333 0.6 1,558,333 0.6 Peter Kellner Nil Nil 2,666,666 1.1 2,666,666 1.0 Paul Milsom Nil Nil 1,333,333 0.5 1,333,333 0.5 Timothy Hyett Nil Nil 1,333,333 0.5 1,333,333 0.5 Mark Sheppard(5) 1,000,000 4.6 5,000,000 2.0 5,000,000 1.8 William Weller Nil Nil 893,333 0.4 893,333 0.3 Leo Knifton Nil Nil 886,667 0.4 886,667 0.3 Stephen Oakes Nil Nil 886,667 0.4 886,667 0.3 Chatsford Corporate Finance Limited Nil Nil Nil Nil Nil Nil Total 4,550,000 20.7 147,716,266 59.9% 176,773,766 64.1% * On the assumption that the members of the Concert Party who hold Unapproved Options and EMI Options exercise all of the Unapproved Options and EMI Options held by them in full at the earliest opportunity (being the date of publication of the audited accounts of the Company to 31 December 2007), that none of the Warrants, EMI Options held by parties other than the Concert Party or the ICON Warrant, Ruegg Warrant or Hichens Warrant are exercised and that there have been no intervening issues of Ordinary Shares prior to the date of exercise. The Unapproved Options and the EMI Options granted to members of the Concert Party have identical performance conditions. (1) 600,000 of the Ordinary Shares in which Stephen Barclay is currently beneficially interested are registered in the name of Hargreave Hale Nominees Limited. (2) 900,000 of the Ordinary Shares in which John Shaw is currently beneficially interested are registered in the name of Rock (Nominees) Limited on behalf of his pension fund. (3) All of the Ordinary Shares in which Martin Perrin is beneficially interested following Admission will be registered in the name of Fiske Nominees Limited. (4) 725,000 of the Ordinary Shares in which Geoffrey Smith is currently beneficially interested are registered in the name of Pershing Keen Nominees Limited on behalf of CGGS Pension Fund. (5) 1,000,000 of the Ordinary Shares in which Mark Sheppard is beneficially interested are registered in the name of Pershing Keen Nominees Limited on behalf of Midas Nominees Limited. Immediately following Completion, the Concert Party will hold in aggregate 147,716,266 Ordinary Shares, representing 59.9 per cent. of the issued ordinary share capital of the Company. If the Unapproved Options and EMI Options are exercised by the members of the Concert Party in accordance with their terms (and subject to the assumptions set out in the notes above), the Concert Party will hold a maximum of 176,773,766 Ordinary Shares, representing a maximum of 64.1 per cent. of the issued ordinary share capital of the Company. Shareholders should note that John Shaw, Stephen Barclay and Chatsford Corporate Finance Limited each currently holds 500,000 Warrants, with each Warrant convertible into one Ordinary Share. Shareholders should be aware that members of the Concert Party may, for so long as they between them hold over 50 per cent. of the voting rights of the Company and for so long as they continue to be treated as acting in concert, increase their aggregate shareholding at a later date (including by the exercise of Warrants described above) without incurring any further obligation under Rule 9 to make a general offer, although individual members of the Concert Party will not be able to increase their percentage shareholding through a Rule 9 threshold without Panel consent. Unless the Waiver is approved by Independent Shareholders, the issue to members of the Concert Party of Consideration Shares would give rise to an obligation on the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code. The Independent Director believes that it is appropriate for the Company to carry out the Acquisition and the Placing, to issue Consideration Shares to members of the Concert Party and to grant the Unapproved Options and EMI Options to members of the Concert Party. However, the Independent Director would not be prepared to approve the Acquisition or the Placing in circumstances which would lead to the Concert Party or any member of it becoming obliged to make a general offer to acquire all of the Ordinary Shares not held by the Concert Party or such member. The members of the Concert Party are only prepared to enter into the Acquisition Agreement as Vendors on the basis that they will not be obliged to make such an offer on issue of the Consideration Shares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or on the exercise by them of the Unapproved Options and EMI Options to be granted to them on Admission. It is for this reason that the Independent Director has decided to seek the Waiver from the Panel from the obligation on the Concert Party (or any member of it) to make a general offer under Rule 9 as a result of the issue to them of Consideration Shares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or the exercise by them of the Unapproved Options and EMI Options to be granted to them on Admission. The Panel has agreed, subject to the Waiver Resolution being passed on a poll by the Independent Shareholders, to grant the Waiver. For the avoidance of doubt, the Waiver applies only in respect of increases in the holding of Ordinary Shares of the Concert Party and members of the Concert Party resulting solely from the issue to them of Consideration Shares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or the exercise by them of the Unapproved Options and EMI Options to be granted to them on Admission. The Waiver is conditional upon the Waiver Resolution being approved by the Independent Shareholders voting on a poll at the EGM. Intentions of the Concert Party Save for the appointment of the Proposed Directors on Admission, no member of the Concert Party is proposing any changes to the board of directors of the Company and the members of the Concert Party have confirmed their intention that, following any percentage increase in their holdings of Ordinary Shares as a result of the issue to them of the Consideration Shares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or any Ordinary Shares on exercise of the Unapproved Options and EMI Options held by them, the business of the Company would be allowed to continue in substantially the same manner, with no major changes. The members of the Concert Party have also confirmed that the existing employment rights, including pension rights (where relevant), of all employees of the Enlarged Group would be maintained. The Placing The Company has conditionally placed a total of 83,333,333 Placing Shares at the Placing Price, to raise GBP1,250,000, before expenses of approximately GBP394,500, for the Company. The Placing is conditional, inter alia, upon: (a) the passing of the Resolutions; (b) the Placing Agreement becoming unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; and (c) Admission having become effective on or before 8.00 a.m. on 13 March 2006 (or such later date as Ruegg, Hichens and the Company may agree, not being later than 28 April 2006). The Placing is not being underwritten in whole or in part by Hichens or any other party. The Placing Shares will represent 33.77 per cent. of the Enlarged Share Capital and will, when issued, rank pari passu in all respects with the other Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission. The Company has received provisional confirmation from HMRC that the Placing Shares may be included in a VCT's 'qualifying holdings' and will be regarded as eligible shares in a qualifying company for EIS purposes. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that trading in the Enlarged Share Capital will commence on 13 March 2006. Corporate Governance The Directors and Proposed Directors recognise the importance of sound corporate governance and intend to observe the requirements of the Code of Best Practice, as published by the Committee on Corporate Governance (commonly known as the "Combined Code") to the extent they consider appropriate in light of the Company's size, stage of development and financial resources. The Company has established, with effect from Admission, an audit committee and a remuneration committee. The members of the audit committee and the remuneration committee will be the non-executive directors of the Company from time to time. On Admission, the members of each of the audit committee and remuneration committee will be Lance O'Neill, John Shaw and Stephen Barclay, with Stephen Barclay chairing the remuneration committee and John Shaw chairing the audit committee. CREST CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Company's Articles of Association contain certain provisions concerning the transfer of shares which are consistent with the transfer of shares in dematerialised form in CREST under the CREST Regulations. The existing Ordinary Shares are currently enabled for settlement through CREST. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if relevant Shareholders so wish. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. Extraordinary General Meeting Set out at the end of this document is a notice convening the Extraordinary General Meeting of the Company to be held at the offices of Memery Crystal, 44 Southampton Buildings, London WC2A 1AP at 3.00 p.m. on 9March 2006 at which the following resolutions will be proposed: * Resolution 1 is an ordinary resolution to approve the Acquisition for the purposes of the AIM Rules; * Resolution 2 is an ordinary resolution to approve the Acquisition for the purposes of s.320 of the Act; * Resolution 3 is an ordinary resolution to approve the waiver of the obligation under Rule 9 of the Takeover Code by the Panel in respect of the issue of the Consideration Shares to members of the Concert Party, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or the exercise of Unapproved Options and EMI Options held by certain members of the Concert Party; * Resolution 4 is an ordinary resolution to authorise the Directors under section 80 of the Act to issue Ordinary Shares up to a limit of the authorised but unissued share capital of the Company; * Resolution 5 is a special resolution to authorise the Directors to issue the Placing Shares, the Unapproved Options, the Ruegg Warrant, the ICON Warrant, the Hichens Warrant and Ordinary Shares up to a maximum nominal value of GBP1 million (representing approximately 40.52% of the Enlarged Share Capital), otherwise than on a pre-emptive basis; and * Resolution 6 is a special resolution to change the name of the Company to "Energy Asset Management Plc". Resolution 3 will be voted on by a poll of Independent Shareholders. The attention of Shareholders is also drawn to the voting intentions of the Independent Director set out below. Recommendation John Shaw and Stephen Barclay are Directors and hold shares in EAL and are members of the Concert Party and will not be voting on any of the Resolutions. In addition, they have not taken any part in the consideration by the Board of the Acquisition. Lance O'Neill, the Independent Director, having been so advised by Ruegg, believes that the proposed Acquisition is in the best interests of the Company and its Shareholders. In addition, in his opinion, having consulted with Ruegg, the Company's nominated adviser, the terms of the Acquisition Agreement are fair and reasonable so far as Shareholders are concerned. Consequently the Independent Director recommends that Shareholders vote in favour of Resolution 1 to be proposed at the EGM. In providing advice to the Independent Director, Ruegg has taken into account the Independent Director's commercial assessments. In addition, Lance O'Neill, who has been so advised by Ruegg, considers that Resolution 3, which approves the Waiver by the Panel of the requirement under Rule 9 of the City Code for any member of the Concert Party to make a general offer for all of the issued Ordinary Shares following receipt of Consideration Shares, the issue to Alan McKeating, Philip Bellamy-Lee, Robert Hatton and John Butler (members of the Concert Party) of 416,534, 416,533, 416,533 and 416,666 Ordinary Shares respectively pursuant to the Placing or any Ordinary Shares issued on exercise of Unapproved Options or EMI Options held by them is in the best interests of Independent Shareholders and is fair and reasonable so far as the Independent Shareholders are concerned. Consequently, the Independent Director recommends that Independent Shareholders vote in favour of Resolution 3 to be proposed at the EGM. None of the members of the Concert Party will vote at the EGM on any of the Resolutions. In providing advice to the Independent Director, Ruegg has taken into account the Independent Director's commercial assessments. Lance O'Neill has irrevocably undertaken to vote in favour of all of the Resolutions in respect of his beneficial shareholding in 1,450,000 Ordinary Shares representing 6.6 per cent. of the Existing Ordinary Shares. INFORMATION ON EAL Introduction EAL was formed to take advantage of regulatory changes made by OFGEM within the gas and electricity industry, particularly with regard to industrial and commercial gas meter asset management. The Directors and Proposed Directors believe that these regulatory changes provide the basis and opportunity to establish a new long term sustainable business. As at the date of this announcement EAL has incurred historic losses and is currently loss-making. Participants in the energy metering sector must gain formal accreditation by the industry regulator, OFGEM. This accreditation is designed to ensure a consistent approach with regards to health and safety, operative skills, use of industry-approved products and the adoption of a common IT infrastructure to communicate with industry participants. EAL has been successful in gaining formal accreditation by OFGEM as a registered Meter Asset Manager. This accreditation has allowed EAL to further develop its business prospects and secure debt funding to develop the business. EAL's specific target areas of business are industrial and commercial metering, datalogging (remote meter reading) and the supply of electricity meters. EAL has focused on these areas to differentiate itself as a key service provider. The target is to achieve within five years a market share of approximately 50,000 specialist industrial and commercial gas meters, approximately 45,000 dataloggers and approximately 50,000 electricity meters by demonstrating consistently high levels of service and customer satisfaction to current and potential customers. Background and Perceived Opportunity The Directors and Proposed Directors believe that the introduction of competition and liberalisation of the energy metering industry offers an opportunity for suitably skilled and qualified new entrants to progress in this market. OFGEM has been actively involved during the last 10 years in encouraging competition and customer value in the energy sector. OFGEM's focus in the early stages was in the gas transportation (underground pipelines) sector of the industry. The introduction of competition in this area is expected to result in a financial benefit to the consumer and to lead to the creation of several new entrants in the market. This same process is now being applied by OFGEM to the metering sector of the industry and the Directors and Proposed Directors anticipate that the results will follow a similar pattern as those achieved by the liberalization of the gas transportation sector. They anticipate that there will be a benefit to consumers and that several new innovative companies will seek to build long-term sustainable asset businesses provided that they can differentiate themselves and provide a customer focussed service. Already, approximately 30% of the UK domestic metering business has been divested to two large Meter Asset Managers (Siemens Metering and United Utilities). Prior to the recent deregulation, Independent Gas Suppliers had no choice as to the provider of MAM services. The Directors and Proposed Directors believe that medium-sized and smaller suppliers, supported by OFGEM, want to see more effective competition in the industrial and commercial MAM sector, and this should enable companies such as EAL to enter this sector. An Independent Gas Suppliers' criteria for selecting a MAM would include ensuring that its MAM will provide an efficient service for its gas users from the moment a new enquiry is taken through to installation and thereafter to include all planned maintenance. Gas Meter Asset Management - Existing and Proposed Contracts Current industry structure is that an independent energy supplier will contract (exclusively or non-exclusively) with a MAM to provide industrial and commercial metering services on behalf of its consumers. However, this does not preclude a consumer from appointing a MAM of their choice. EAL intends to enter into contracts with independent energy suppliers for the provision and management of meters provided to their consumers. The fee to EAL payable by the independent energy supplier for managing a meter does not vary with usage, as even if a consumer fails to pay the supplier for their supply, the supplier is still obliged to pay the fee to the MAM for as long as the supply is made. EAL has entered into 10-year contracts with two Independent Gas Suppliers for the management of their meters, establishing EAL as a supplier of MAM services for current installed meters (circa 3,000 meters) and potentially for future new clients, and as data collection provider over the same 10-year period.EAL is also currently targeting a number of additional Independent Gas Suppliers and customer groups including certain local authorities and large commercial chains. Under the terms of these contracts EAL provides its clients with: * technical support, planning, design and operations; * implementation and management of dedicated supply chain; * customer relationship management; * regulatory and legislative support; and * IT and back office infrastructure as required by OFGEM of an approved MAM company. This area of information technology and back office infrastructure has been a key part of EAL successfully gaining full approval by OFGEM as a MAM company. EAL's operational structure has been designed to be implemented in a format that will support an Independent Gas Supplier's acquisition of new consumers. EAL will be advised of the consumers' energy requirements (along with any specialist process requirements) by the independent gas supplier. EAL will then design the metering installation to accommodate these requirements. EALwill arrange to purchase the required materials from its approved suppliers and organise for one of its approved sub-contractors to install the meter at the consumer's premises. On completion of the metering installation all critical component details will be entered into EAL's RGMA IT system. The system subsequently manages the critical data and ensures that all interested parties are made aware of the new installation and that the appropriate maintenance schedules are recorded and implemented for future reference. EAL has in place purchasing arrangements with several of the industry's material and component manufacturers. These manufacturers provide products in line with current industry specifications. Typically the supply contracts are fixed for a period of 12 months, although EAL expects to enter into longer term contracts as its business develops. EAL's identified sub-contractors are all approved to OFGEM's standard of accreditation for approved meter installers.EAL can choose from any one of these contractors to suit its business requirements and level of expertise required. The funding required to purchase and install the metering equipment has been secured. The rental charged to the independent gas supplier by EAL for providing this equipment will fund the financing repayments and also contribute towards ongoing maintenance and repairs. The rental charges are fixed for the duration of the contract save for the application of an annual index linked review. Electricity meters EAL has also been appointed as meter supplier to an established independent electricity supplier to implement a service that will enable UK companies to address one of the energy industry's main customer service complaints - "estimated billing". Many consumers, regardless of size or industry, do not know how much energy they are using and when they are using it. These uncertainties are caused by inaccurate, infrequent meter readings, often based on poor estimated information. The "estimated billing" service will offer an advanced metering package for SME electricity consumers at a price which the Directors and proposed Directors believe will be attractive. The Carbon Trust estimates that businesses which take full advantage of a service like this could effectively manage energy consumption and reduce their total utility costs by as much as 25%. This offer to SMEs is an effective alternative to fixed communications-line metering. Previously this was more expensive and therefore not economic for small to medium sized businesses. This new service utilises GSM technology to send readings to a central call centre where they will be collated and processed and offering the benefits of fixed communications-line metering at a reduced cost. Companies switching to the new service will receive a new 'Smart Meter' provided by EAL, in place of their current electricity meter. The Smart Meter is programmed to read 'real time' consumption data using GSM enabled data retrieval software thereby ensuring highly accurate energy consumption monitoring. Dataloggers Rising energy costs should provide businesses with an incentive to have accurate data on how much gas is being consumed and when. Currently there are uncertainties caused by inaccurate, infrequent meter readings, often based on poor estimated information. EAL intends to offer a one stop solution for the provision of energy metering equipment and meter reading services and the provision of real time gas consumption information with the use of dataloggers. EAL also intends to offer a fully managed end-to-end service from a single point of contact removing the issues and complexities of the energy market ultimately providing additional consumer value. Dataloggers are designed to enable customers to promptly receive accurate energy usage data. Energy consumption records should allow consumers to improve forecasting and control of their energy budget and the costs of reconciliations should be removed because bills will be actual and not estimated. It is intended that customers will be able to view site-specific energy profiles through a dedicated web portal and use the information to identify whether there are opportunities for tariff switching to reduce costs. This should also allow customers to benchmark energy consumption across their estate and identify exceptional usage patterns. The Directors and Proposed Directors believe that the energy supplier should also benefit from a faster billing cycle because meter reading is real-time, with fewer customer disputes arising from inaccurate or estimated readings, and that this should deliver cash-flow and cost-to-serve benefits. The data should also improve their ability to forecast demand. Industrial and commercial meters require greater expertise in relation to their installation and maintenance in comparison to domestic meters, and the Directors and Proposed Directors consider that this is an area of the market that is not yet being adequately served. Users of industrial and commercial meters can only deal with MAMs with the appropriate levels of accreditation specifically covering industrial and commercial meters. The Directors and Proposed Directors consider that the management of EAL are able to demonstrate the technical, operational, commercial, contract management and financial skills required to develop the business within the industrial and commercial sector. Management The management team of EAL have long-standing and specialised experience complementing EAL's proposed areas of business. Each of the Proposed Directors, Robert Hatton and Russell Gibson have been actively involved in this business sector for a minimum of 20 years, with a range of skill sets from design and implementation of many supply chain solutions for the multi-utility sector, through to installation and operation. As well as the Proposed Directors senior staff of EAL include: Gary Rimmer, (aged 46) Commercial Director of EAL Gary Rimmer joined Lloyds Bank Plc in 1976 and was appointed a manager in 1986 as part of a London-based team specialising in lending to major corporates in the insurance sector and subsequently in the property and motor sectors where he marketed structured loan facilities and worked on merger and acquisition transactions. He subsequently held several managerial appointments mainly advising and marketing to middle market corporates, until 1996 when he was appointed Senior Group Manager, Southend Group where he was responsible for ten retail banking branches. He left Lloyds TSB Bank Plc in May 1998 to become Commercial Director of Proton Textiles Group Limited where he helped to grow, reorganise and relocate the group before leaving in March 2000 to undertake consultancy work before joining The Business Exchange plc in May 2001, where he was in charge of fundraising services. In April 2004 he formed Active Corporate Finance Limited to undertake corporate finance related consultancy work. Gary's role will be part time on the basis of one day per week. Robert Hatton, (aged 51) - Business Development Director of EAL Robert Hatton has over 30 years experience in the UK Utility Sector. He started his career in the electricity supply industry as a contracts engineer in 1975 with Midlands Electricity Board and became an Electrical Contracts Manager with Eastern Electricity Board in 1984. He was appointed Contracts Manager for Guernsey Electricity in 1990 responsible for some fifty members of staff engaged on large electricity distribution projects both in the main power station complex and on the local electricity supply networks. He progressed into energy sales and marketing in 1993 and was responsible for maintaining and developing relationships with major accounts as a national account manager with Scottish Power. In 1996 he joined Independent Energy, again as a national account manager and since leaving the company in 2001 he has undertaken a number of business development roles mainly within the utilities sector and has specialised in utility metering and the introduction of new meter reading technologies. Russell Gibson, (aged 41) - National Operations Manager Russell Gibson has 20 years operational experience, and was most recently a Contracts Solutions Manager with Advantica responsible for delivering Gas Training for National Grid Transco Employees. Before joining Advantica he was General Manager with Utilise a training solutions company, again designing and delivering training solutions for utility sector contractors in order that they comply with new standards and accreditation requirements. He was also responsible for developing and implementing new UK training standards for meter installations. Prior to that he oversaw customer training needs for Fusion Provida, the sales, marketing and distribution arm of the gas specialist Fusion Group. Between 1983 and 1996 Russell held a number of operational positions within British Gas on Specialist Pipeline and Metering activities. Environmental impact Energywatch, the gas and electricity watchdog, is backing a move by the European Parliament to force energy companies to provide accurate and detailed bills and give consumers the information they need to regulate and monitor their energy consumption. They believe that, as governments across Europe promote sustainability in the generation and use of energy, it is essential that consumers are provided with the information they need to act in their own interests and to play their part in reducing their energy consumption, and that the ability of consumers to assess their consumption patterns and the impact these have, both on the environment and the price they pay for energy, is fundamental in encouraging change in patterns of use and in investment in energy efficiency measures. Competition At present in the industrial and commercial meter market Transco is being actively encouraged by OFGEM to support the introduction of competition. EAL's strategy is to approach Independent Gas Suppliers and key customer groups that wish to appoint a new MAM and are willing to provide a long-term contractual commitment. The perceived benefit to gas suppliers is that EAL intends to be in a position to facilitate the early installation of dataloggers. These should provide suppliers and their customers with regular and accurate meter readings to allow suppliers and users to better manage energy supply and spend. Appointment of Hichens Harrison & Co. plc Hichens Harrison & Co plc have today been appointed as the Company's broker for the purposes of the transaction and will continue to act as broker following Admission. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication date of the admission document 13 February 2006 Latest time and date for receipt of completed Forms of Proxy for the EGM 3.00p.m. on 7 March 2006 Extraordinary General Meeting 3.00p.m. on 9 March 2006 Completion of the Acquisition 13 March 2006 Admission effective and expected commencement of dealings on AIM 13 March 2006 Delivery into CREST of the New Ordinary Shares to be held in uncertificated form 13 March 2006 Despatch of definitive share certificates in respect of the New Ordinary Shares to be held in certificated form 20 March 2006 ACQUISITION AND PLACING STATISTICS Consideration Shares to be issued 141,500,000 Placing Shares to be issued 83,333,333 Total Number of New Ordinary Shares to be issued 224,833,333 Placing Price 1.5p Number of Ordinary Shares in issue immediately following completion of the Acquisition and the Placing 246,768,383 Percentage of Enlarged Share Capital represented by the Consideration Shares 57.34% Percentage of Enlarged Share Capital represented by the Placing Shares 33.77% Market capitalisation of the Company at the Placing Price on Admission GBP3,701,526 Existing Ordinary Shares as a percentage of the Enlarged Share Capital 8.9% This information is provided by RNS The company news service from the London Stock Exchange END MSCGGGMZRZFGVZM
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