DRUR Drury Lane

    RNS Number : 2523A
  Drury Lane Capital PLC
  30 July 2008
   


    30 July 2008

    Drury Lane Capital Plc

    ("Drury Lane" or the "Company") 


    Related Party Transaction 

    On 23 July 2008, the Company announced that it entered into a conditional agreement to acquire Adastra Software Limited ("Adastra"), a
data distribution and clinical support software provider to the primary care sectors in the UK, Ireland and the Netherlands, for total
consideration of �12.2m. Following the proposed acquisition, the Company will be a holding company of Adastra. The Company also announced
that it proposes to raise up to �14.6 million (before expenses) by way of a placing for 86,088,235 new ordinary shares at 17p per share and
to appoint Vinodka Murria as CEO to lead the Enlarged Group together with Michael Jackson as Chairman (together the "Proposed Directors"). 

    Today the Company announces that on 30 July 2008 it entered into a performance participation agreement (the "Marwyn Participation
Option") with Marwyn Management Partners LP ("Marwyn Management Partners") under which Marwyn Investments Group Limited ("Marwyn") will
assist the Company in meeting its business strategy. Marwyn Management Partners will be granted an option to subscribe for ordinary shares
as described in the re-admission document sent to shareholders on 23 July 2008.  

    The Marwyn Participation Option may only be exercised at an exercise price equal to 10p if both the growth and vesting conditions (as
described below) have been satisfied. 

    Growth Condition 

    The growth condition is that the compound annual growth of the Company's share price must be at least 11 per cent. per annum (the
"Option Growth Condition"). The Option Growth Condition takes into account the price at which the Consideration Shares and Placing Shares
have been issued, being the Placing Price, and the issue price of any subsequent issue of Ordinary Shares, the date on which they are
issued, any dividends paid on the Ordinary Shares and any capital returned to Shareholders. The Option Growth Condition will be measured
between three and five years after Third Admission and, if earlier, on a sale or change of control of the Company. 

    Vesting Condition 

    The exercise of the Marwyn Participation Option is subject to a vesting period. The vesting period ends on the third anniversary
following Third Admission. However, if the Option Growth Condition is not met on the third anniversary, the vesting period will be extended
until the fifth anniversary following Third Admission or, if earlier, when the Option Growth Condition is met. The vesting period will also
end on a sale or change of control of the Company. If the Option Growth Condition has not been met by the end of the vesting period, the
Marwyn Participation Option will lapse for no consideration. After the end of the vesting period, and if the Option Growth Condition has
been met, the Marwyn Participation Option may be exercised. The Marwyn Participation Option will lapse on the fifth anniversary of Third
Admission.  

    The number of Ordinary Shares that may be subscribed for is such a number that will give Marwyn Management Partners a gain (calculated
after deducting the exercise price) equivalent to 5 per cent. of the increase in "Shareholder value". Shareholder value, for this purpose,
is broadly defined as the difference between the market capitalisation of the Company at the relevant date of sale and the sum of (i) the
market capitalisation of the Company on Third Admission, calculated using the Placing Price and (ii) the aggregate subscription price of all
Ordinary Shares issued up to the relevant date, adjusted for dividends and capital returns to shareholders. 

    Full details of the Marwyn Participation Option are set out in the re-admission document sent to shareholders on 23 July 2008 which is
also available from the Company's website.

    Marwyn Management Partners is affiliated to Marwyn Neptune Fund LP, currently an 88.9 per cent. shareholder of Drury Lane. Immediately
following completion of the acquisition of Adastra, Marwyn Neptune Fund LP will be a 21.0 per cent. shareholder. 

    In relation to the Company entering into the Marwyn Participation Option, the Company's nominated adviser, Collins Stewart, consider
that the terms of the transaction are fair and reasonable insofar as Drury Lane's shareholders are concerned. In addition, the Proposed
Directors have also reviewed the above arrangements and consider them to be fair and reasonable insofar as Drury Lane's shareholders are
concerned. 

    Enquiries: 

 Drury Lane Capital Plc 
 Mark Watts                                        Tel: +44 (0) 20 7004 2703

 Collins Stewart Europe Plc
 Seema Paterson/Stewart Wallace/Lorraine Delannoy  Tel: +44 (0) 20 7523 8350



This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
MSCSDFFISSASELW

Drury Lane (LSE:DRUR)
Historical Stock Chart
From Jun 2024 to Jul 2024

Drury Lane (LSE:DRUR)
Historical Stock Chart
From Jul 2023 to Jul 2024