Result of EGM

    RNS Number : 9767Z
  XSN PLC
  28 July 2008
   

    Date: Monday, 28 July 2008
    Immediate Release
    XSN plc
    ("XSN" or "the Company")

    Result of Extraordinary General Meeting

    XSN plc announces that, at the Extraordinary General Meeting ("EGM") held earlier today, all of the resolutions proposed to shareholders
(as set out in the circular to shareholders dated 3 July 2008) were duly passed. Definitions used in this announcement are the same as used
in the circular dated 3 July 2008.

    The resolutions included the approval of the proposed acquisition of MarineTrack Limited ("MarineTrack") and the Company's subsequent
change of name to MarineTrack Holdings plc. Shareholders also passed a resolution approving the waiver of the obligations which would
otherwise require the members of the Concert Party to make an offer under Rule 9 of the City Code.

    MarineTrack is a telematics business supplying tracking, alert, alarm, monitoring and messaging solutions mainly to the commercial and
recreational maritime markets. These solutions, which integrate hardware and software, utilise global positioning systems ("GPS") to
identify the location and movements of marine vessels, as well as monitoring their operational status against pre-determined parameters.
This information is communicated via the INMARSAT satellite network and presented to users via a web-based interface.

    Completion of the acquisition of MarineTrack is subject to Re-Admission, which is expected to take place on 29 July 2007 when dealings
in the Company's shares on AIM is expected to begin under its new name of MarineTrack Holdings plc and under the symbol MTRK and under the
ISIN GB00B3BKBK60. 

    As from Re-Admission the Company's new web-address will become www.marinetrack.com where information required by AIM Rule 26 may be
found.

    Following completion of the acquisition, James Butterfield becomes Non-executive Chairman of the Company and Stuart Nicholls becomes
Chief Executive Officer. Philip Self, Andy Haffenden and Duncan Lipscombe also become directors. Adam Singer steps down from the board
following Completion.

    The Company's board will therefore be made up as follows:

 Name               Position
 James Butterfield  Non-executive Chairman
 Stuart Nicholls    Chief Executive Officer
 Andy Haffenden     Operations Director
 Philip Self        Finance Director
 David Elstein      Non-executive Director
 Duncan Lipscombe   Non-executive Director

    The Company has agreed to acquire the entire issued ordinary share capital of MarineTrack from existing MarineTrack shareholders for a
consideration of £1,475,000 million to be satisfied by the allotment and issue of 364,745,896 ordinary shares of 0.01 pence each ("New
Ordinary Shares") at a price of approximately 0.4 pence per New Ordinary Share.

    By virtue of the share capital reorganisation approved at the EGM, existing XSN Shareholders will receive 3.4 New Ordinary Shares for
every one Existing Ordinary Share. 

    The enlarged share capital of the Company on Re-Admission will comprise 640,495,580 New Ordinary Shares.


    The City Code on Takeovers and Mergers
    Following (i) Completion and (ii) assuming exercise of options and assuming that the Company has not issued any further shares between
Re-Admission and the exercise of options, the members of the Concert Party will be interested in Ordinary Shares as follows:

 Concert party        Anticipated number    Percentage holding    Anticipated number    Percentage holding
                      of Ordinary Shares                in XSN   of shares following                in XSN
                    following Completion                         exercise of options
 Zyzygy plc                 196,346,961                 30.66%          196,346,961                 28.92%
 Billam AG                   96,498,121                 15.07%           96,498,121                 14.21%
 Jemima Hoskins              25,442,636                  3.97%           25,442,636                  3.75%
 Peter Hire                  11,360,711                  1.77%           11,360,711                  1.67%
 Duncan Lipscombe             8,610,514                  1.34%           11,812,992                  1.74%
 Edward Oliver                1,229,056                  0.19%            1,229,056                  0.18%
 Andrew Lipscombe               971,458                  0.15%              971,458                  0.14%
 Andy Haffenden               3,562,011                  0.56%           13,169,445                  1.94%
 Stuart Nichols               6,800,203                  1.06%           19,610,115                  2.89%
 James Butterfield            8,095,480                  1.26%           12,899,197                  1.90%
 Philip Self                          0                  0.00%            8,006,195                  1.18%
                            358,917,151                 56.04%          397,346,885                 58.53%

    Following Completion, the Concert Party will, in aggregate, assuming exercise in full of the options held by members of the Concert
Party, hold Ordinary Shares carrying more than 50 per cent. of the Company's voting share capital, and will be able to acquire interests in
further shares 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 interests in Ordinary Shares through or between a Rule 9 threshold without Panel
consent.

    Should the members of the Concert Party between them come to be interested in shares carrying 30 per cent. or more of the Company's
voting share capital but not hold shares carrying more than 50 per cent. of such voting rights then (for so long as they continue to be
treated to be acting in concert) any further increase in that aggregate interest in shares by any member of the Concert Party (other than
through the allotment and issue of Option Shares) would be subject to the provisions of Rule 9.

    Other shareholders with in excess of 3 per cent. of the Company's issued share capital will be:

 Name                            Number of Ordinary Shares  Percentage of issued share capital
 David Elstein                                 46,574,601                                7.27%
 Giltspur Nominees Limited                     37,607,400                                5.87%
 W B Nominees Limited                          33,857,200                                5.29%
 Bircham Dyson Bell Nominees                    20,625,000                               3.22%
 Limited

    Lock-in Agreements

    David Elstein, Lord Steinberg of Belfast and the members of the Concert Party will, following Re-Admission, in aggregate, have an
interest in 68.60 per cent. of the Enlarged Share Capital and have given undertakings to Grant Thornton and to Dowgate not to sell, charge
or grant any interests over any Ordinary Shares held by them (subject to certain exemptions ) during the 12 month period commencing on
Re-Admission except in certain specified circumstances including in the event of an intervening court order or pursuant to the acceptance
of, or execution of an irrevocable undertaking to accept, a takeover offer in relation to the Company's share capital from an unconnected
third party offeror whether announced or not. In addition, they have undertaken to Grant Thornton and to Dowgate not to dispose of any
interest in Ordinary Shares for a further 12 month period unless they consult with the Company's broker prior to any disposal and to make
any such disposal through the Company's broker in order to maintain an orderly market in the Ordinary Shares.
      On behalf of XSN and MarineTrack, David Elstein commented: 

    "We are delighted that all the resolutions have been duly passed and that the Enlarged Group can now commence trading as MarineTrack
Holdings PLC tomorrow.

    "In seeking a target for a reverse acquisition, it was considered essential to secure a company led by a highly experienced management
team that would offer significant future prospects to XSN shareholders. MarineTrack fulfils such criteria and we are confident in achieving
our future goals going forward.

    "I am now handing the chairmanship of the Company over to James Butterfield, and I look forward to serving on the MarineTrack Holdings
Board under him."




 Enquiries:
 Stuart Nicholls                       Philip Secrett / Colin Aaronson
 MarineTrack Holdings                  Grant Thornton (Nominated Adviser)
 Tel: [phone]                    Tel: [phone]
 www.marinetrack.com

 Neil Badger                           Katie Dale
 Dowgate Capital Stockbrokers Limited  Golley Slater
 Tel: [phone]                    Tel: [phone]
                                       Mobile: [phone]


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