TIDMTTX
RNS Number : 0114U
TurfTrax PLC
17 June 2009
TurfTrax Plc/ Index: AIM / Epic: TTX / Sector: Support Services
TurfTrax Plc ('TurfTrax' or the'Company')
Proposed Share Capital Reorganisation, Placing, Adoption of Investing Policy &
Notice of General Meeting
TurfTrax Plc announces that a General Meeting of the Company will be held at the
offices of Dowgate Capital Advisers, 46 Worship Street, London, EC2A 2EA, on
Friday 10 July 2009 at 10.00 a.m. The General Meeting will be held for the
purposes of considering, and, if thought fit, passing resolutions to approve a
share capital reorganisation, placing of new ordinary shares , approving the
disposal of TurfTrax Holdings Limited (the "Disposal") and the future investing
policy (together the "Proposals").
A circular detailing the proposed resolutions has been posted to shareholders
and will also be made available on the Company's website at www.turftrax.co.uk.
Further Information
Introduction
On 13 March 2009, the Company announced that it had, subject to shareholder
approval, raised GBP120,000, before expenses, by way of a placing (the'Placing')
and secured a conditional loan facility of up to GBP250,000 to provide the
Company with additional working capital to assist with the completion of future
transactions.
The Board has today announced proposals to carry out a Share Capital
Reorganisation. The current market price of the Existing Ordinary Shares is less
than the nominal value of such shares. The issue of shares at less than nominal
value of the Existing Ordinary Shares is prohibited at law. This means that the
nominal value of the Company's ordinary share capital needs to be reduced in
order to enable it to issue new ordinary shares.
The Placing will raise GBP120,000 before expenses. The net proceeds of the
Placing will provide the Group with working capital and the ability to implement
the Company's Investing Policy as described below. The Placing Shares will
represent approximately 89.91 per cent. of the Enlarged Share Capital.
The Board also announces that new loan facilities totalling GBP268,000 have been
agreed with certain of the Shareholders, conditional on Admission. Approximately
GBP18,000 has already been made available to TurfTrax pursuant to these
facilities. The principal terms of the loan facilities are set out in paragraph
10.9 of Part III of the circular document posted to Shareholders.
Under AIM Rule 15, the Disposal represents a fundamental change of business and,
as such, it is conditional, inter alia, on Shareholder approval at the General
Meeting. Additionally, the Company does not have the necessary Shareholder
authorities to issue the Placing Shares and to allot such shares free of
pre-emption rights. Accordingly, the Proposals are conditional on the approval
of Shareholders at the General Meeting.
If the Resolutions are approved by Shareholders, it is expected that dealings in
the Enlarged Share Capital will commence on or around 13 July 2009.
Shareholders should also be aware that, in the event that the Resolutions are
not passed, then the Proposals will not proceed. The Company would, in such
circumstances, face an uncertain future and may be unable to meet its
obligations as and when they fall due. In that case, the Directors may need to
consider alternative options, if available, to finance the Company to ensure its
continued existence.
Background to and reasons for the Proposals
On 30 January 2008, the Company was admitted to trading on AIM with the
objective of originating and distributing data and data products from and to the
horse racing, betting and media industry internationally. The Company licensed
and developed a range of patented technology products and proprietary systems to
monitor the absolute and relative positions of horses and to provide a
scientific measure of the condition of the racing surface as an indication of
the firmness of the ground 'Going'.
At the time of the Company's admission to AIM, the Board anticipated that the
'Pricer', its software application that generates continuously updating, fixed
odds, in-running price for each horse for the duration of a horse race would
have been launched in the first quarter of 2008 and would, at that time, have
been capable of integration into bookmakers' risk management systems.
On 2 July 2008, the Company announced that it was unable to secure commercial
contracts for its products and in order to try to alleviate the immediate strain
on the working capital position of the Company and refocus its strategy, the
Board decided to close the UK Tracking Division, close the Betting Services
Division and reduce central overhead costs of the business.
On 17 July 2008, the Company announced that it had disposed of its wholly owned
subsidiary TurfTrax Ground Management Systems Limited to Dr Richard Earl, a
director of a subsidiary of the Company.
On 18 July 2008, the Company announced that it had appointed an administrator to
its subsidiary TurfTrax Racing Data Limited.
As a result of the restructuring detailed above, the Company now comprises
TurfTrax Holdings Limited ('THL') and the following active subsidiaries:
1. TurfTrax Course Services Limited, which provides services to sporting venues;
and
2. TurfTrax Group Limited, which seeks to exploit the Group's intellectual
property rights.
Summarised historical financial information on THL
On 31 March 2008, due to the failure of THL's racing data business, the Board
decided to write the carrying value of THL to GBPnil.
In the period to 30 September 2008, the unaudited management accounts of THL
show revenue of approximately GBP58,000 and a loss of approximately GBP408,000.
As at 30 September 2008, the net asset position of THL was approximately
GBP127,000.
Since September 2008, THL has continued to make substantial losses and its net
asset position has deteriorated accordingly.
The Company has entered into a conditional agreement dated 31 March 2009 with
Wilsco 504 Limited to dispose of its remaining trading business, THL
(the 'Disposal'). The effect of the Disposal is to divest the Company of its
trading business activities, the Company will, upon disposal, be treated as an
investing company pursuant to AIM Rule 15. Following consent of Shareholders
being given for the Disposal, the Company will then have 12 months to undertake
a reverse takeover pursuant to AIM Rule 14. Further details concerning the
Disposal are set out in the paragraph entitled Related Party Transaction below.
Resolution 10 to be proposed at the General Meeting deals with obtaining
Shareholders' consent to implement the Investing Policy pursuant to AIM Rule 15.
The Company also proposes to change its name to Arteon plc, as set out in
Resolution 6.
Resolutions 1 and 4 to be proposed at the General Meeting, deal with the Share
Capital Reorganisation.The current market price of the Existing Ordinary Shares
is less than the nominal value of such shares. The issue of shares at less than
nominal value of the Existing Ordinary Shares is prohibited by law. This means
that the nominal value of the Company's ordinary share capital needs to be
reduced in order to enable it to issue the New Ordinary Shares.
Related Party Transaction
The Disposal of THL to Wilsco 504 Limited, a company of which Adam Mills is a
director and shareholder and of which INCAP Finance BV is also a shareholder
(and of which Thomas Binks, (a director of the Company within the last twelve
months) is a related party due to his former directorship of IPGL, the ultimate
parent of INCAP Finance BV) has been deemed to be a related party transaction
for the purposes of the Disposal. The Disposal constitutes a related party
transaction for the purposes of AIM Rule 13.
As at the date of this announcement, Adam Mills (a Director of the Company) has
an interest over 4,566,806 Existing Ordinary Shares representing approximately
10.3 per cent. of the Existing Ordinary Shares.
As at the date of this announcement, INCAP Finance BV (a substantial Shareholder
of the Company) has an interest over 16,082,058 Existing Ordinary Shares
representing approximately 36.3 per cent. of the Existing Ordinary Shares.
Pursuant to the Disposal Agreement dated 31 March 2009, the Company has agreed
to sell the entire issued share capital of THL to Wilsco 504 Limited (an entity
controlled by Mr Mills and INCAP Finance BV, a company with which Mr Binks (a
former TurfTrax Director) is connected).
Details of the Disposal are set out below:
+--------------------------------------+--------------------------------------+
| Initial consideration: | GBP1* |
+--------------------------------------+--------------------------------------+
| Royalty to be received by the | as set out below* |
| Company: | |
+--------------------------------------+--------------------------------------+
* to be satisfied in cash
The royalty payment will amount to 25 per cent. of the net profit before tax of
Wilsco 504 Limited and its subsidiaries for the period from completion of the
Disposal up to the end of the financial year ending 31 March 2010 and 15 per
cent. for the two financial years ending 31 March 2011 and 2012 and 15 per cent.
for the period from 1 April 2012 until the fifth anniversary of completion of
the Disposal as shown by the audited consolidated accounts and, as appropriate,
consolidated management accounts prepared on the same accounting bases.
Where a company whose shares are listed on AIM enters into a Related Party
Transaction, AIM Rule 13 requires the Directors (with the exception of any
Director who is involved in the transaction as a related party) to consider,
having consulted with the Company's nominated adviser, that the terms of the
transaction are fair and reasonable insofar as its shareholders are concerned.
The Directors (with the exception of Mr Mills who is interested in the
transaction) consider, having consulted with DCA, the Company's nominated
adviser, that the terms of the related party transaction with Mr Mills, INCAP
Finance BV and Mr Binks are fair and reasonable insofar as the Company's
Shareholders are concerned.
A summary of the principal terms of the Disposal Agreement are set out in
paragraph 10.8 of Part III of the Shareholder circular.
Principal Terms of the Placing
The Company requires additional funding. In order to provide additional working
capital, the Company is proposing to raise GBP120,000, before expenses, by the
issue of 788,459 Placing Shares at 15.21956 pence per share pursuant to the
Placing representing approximately 89.91 per cent. of the Enlarged Share
Capital. The Placing has been placed firm subject to the condition, inter alia,
that all the Resolutions are passed by Shareholders at the General Meeting.
The Placing Shares, when fully paid up, will rank pari passu in all respects
with the Existing Ordinary Shares (as subdivided and redesignated as New
Ordinary Shares immediately following the Share Capital Reorganisation).
To enable the Company to issue New Ordinary Shares pursuant to the Proposals, it
is necessary for the Company to obtain approval from Shareholders to increase
the Company's authorised share capital and grant the Directors the authority to
issue and allot the New Ordinary Shares, together with a disapplication of the
statutory pre-emption rights of Shareholders arising on the allotment of New
Ordinary Shares for cash.
Resolutions 2, 3 and 5 to be proposed at the General Meeting deal with the
authorities to allot shares and the required increase in the authorised share
capital of the Company.
Admission, settlement and dealings
The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares (as subdivided and redesignated under
the Share Capital Reorganisation), including the right to receive all dividends
and other distributions declared, made or paid after the date of their issue.
Application will be made to the London Stock Exchange in relation to Admission
and it is expected that dealings in the Enlarged Share Capital will commence on
or around 13 July 2009.
Options
As at the date of this announcement, options over 5,360,004 Existing Ordinary
Shares have been issued to certain current and former employees of the Group.
Under the terms of these options, if an employee ceases to be employed within
the Group, the options lapse. To date, 3,733,344 options have lapsed and the
remaining 1,626,660 options will lapse on completion of the Disposal.
On Admission, no employees of the Group will have any rights to subscribe for
New Ordinary Shares pursuant to a Company share option scheme.
As at the date of this announcement, options over 961,200 Existing Ordinary
Shares have been granted to Hoodless Brennan plc at an exercise price of 12.5p
per share (equivalent to 1,922 New Ordinary Shares at GBP62.50 per share
immediately following the Share Capital Reorganisation) and options over 186,000
Existing Ordinary Shares have been granted to Newland Stockbrokers Limited at an
exercise price 46p per share (equivalent to 372 New Ordinary Shares at GBP230
per share immediately following the Share Capital Reorganisation). Details of
these options agreement are set out in paragraphs 10.6 and 10.7 of Part III of
the Shareholder circular.
Use of Proceeds
In aggregate, the Company will receive gross proceeds of GBP120,000 as a result
of the Placing and will have additional resources via the loan facilities of up
to GBP268,000. The Company will use the net proceeds of the Placing and the loan
facilities to provide the Company with additional working capital and for
transaction related costs.
Board Changes
It is proposed that Adam Mills and Martin Frost will resign as directors of the
Company on Admission.
Following completion of the Proposals, the composition of the Board will be as
follows:
Peter John Hagerty (aged 39), Non-executive Chairman
Mr Hagerty began his career at the investment bank Wood Gundy Inc (now part of
CIBC) in London in 1987 and has since worked internationally in senior roles
connected with technology, financial markets, and private Equity. As Chief
Technology officer of Virtue Broadcasting PLC he developed one of the foremost
audio and video content delivery platforms in Europe and was instrumental in the
reverse takeover of AIM listed Tornado Group PLC in 2002.
Patrick Markus Aisher (aged 39), Non-executive Director
Mr Aisher has significant experience of international and cross border group
corporate finance and governance in both private and public companies. He is a
Trust Manager and a member of the Swiss Private Equity and Corporate Finance
Association.
David John Macfarlane (aged 63), Non-executive Director
David Macfarlane was appointed to the Board on 7 November 2007 as Senior
Independent Director. Until 2002 he was a Senior Corporate Partner at Ashurst.
He was a non-executive director of JZ Equity Partners Plc and is now chairman of
JZ Capital Partners Limited, the successor to JZ Equity Partners Plc. Also he
was a non-executive director of Platinum Investment Trust Plc and is presently a
director of three private companies.
The Company has been through a difficult and challenging period. The Directors
believe the Company will be strengthened following the Placing both financially
and strategically. Save as set out above, whilst there are no current proposals
to change the composition of the Board, it is likely to change upon completion
of any successful acquisition by the Company.
Details of the letters of appointment of the continuing Director, David
Macfarlane, as well as that of the Proposed Directors are set out below:
+------------------+--------------+--------------+---------+---------+------------+
| Director | Date of | Contract | Term | Notice | Per annum |
| | Appointment | Date | | Period | salary |
| | | | | | (GBP) |
+------------------+--------------+--------------+---------+---------+------------+
| David Macfarlane | 7 November | 8 January | 3 years | None | 15,000 |
| | 2007 | 2008 | | | |
+------------------+--------------+--------------+---------+---------+------------+
| Peter Hagerty | On admission | 10 July 2009 | 3 years | None | 1 |
+------------------+--------------+--------------+---------+---------+------------+
| Patrick Aisher | On admission | 10 July 2009 | 3 years | None | 1 |
+------------------+--------------+--------------+---------+---------+------------+
Investing Policy
AIM Rule 15 states that where the effect of a proposed disposal is to divest the
AIM company of all, or substantially all, of its trading business, activities or
assets the Company will, upon completion of the Disposal, be treated as an
investing company. The Investing Policy to be followed going forward is set out
below and must be approved by Shareholders. Following consent of Shareholders
being given, the Company will then have to make an acquisition or acquisitions
which constitute a reverse take-over under AIM Rule 14 or otherwise implement
the Investing Policy approved at the General Meeting to the satisfaction of the
London Stock Exchange within twelve months from the date of that disposal,
failing which the Company's shares will be suspended from trading on AIM for a
period of up to six months, then its admission to AIM will be cancelled and
funds returned to Shareholders.
The Company intends to become a diverse property investment and services group,
by means of direct or indirect investment in property assets, in a company or
companies, partnership(s) or joint venture(s) with a particular focus on high
yielding and/or distressed property assets where the maximum amount of
transparency for investors can be assured.
The current global economic climate has created a range of opportunities for
investments in property, both residential and commercial, where relatively high
yields compared to those of recent years can be obtained. Asset prices are
depressed in many areas as a result of a scarcity of debt, and the Directors
believe that ensuring total transparency will be a key factor in attracting
investors who wish to take advantage of higher yields.
The Investing Policy the Company will follow in relation to asset allocation and
risk diversification is set out below:
* the identification, acquisition, agglomeration or consolidation of portfolios of
investment property, both multi-occupier residential and/or commercial, in
diverse geographic locations but with a focus on Europe and Asia.
* where appropriate, investment in relevant services or technology which add value
and/or liquidity to property investments by increasing the transparency of
investment property assets and related financial instruments.
* investment - whether by debt, related instruments, equity or otherwise - in
collectively held property vehicles (whether listed or not) where a high level
of transparency has been or can be assured.
* investment - whether by debt, equity or otherwise - in ancillary property
companies whose value would be enhanced by providing services to other investee
companies; or where such an investment would add specific value to the group's
existing or proposed investments.
* investment - subject to the necessary approvals, in regulated entities in the
Financial Services sector which are complementary to the Investing Policy.
The Proposed Directors and David Macfarlane intend to pursue a conservative
borrowing strategy on a longer term basis so as to achieve a blended Loan to
Value across the investment portfolio (in the case of real estate investments)
equivalent to no more than 75 per cent. of the gross asset value at the time of
drawdown.
The Company intends to use one or more special purpose vehicles ('SPVs') to hold
its property investments. The Company may use a single SPV for an individual
property, but if it deems it appropriate may choose to use a single SPV to hold
multiple properties. SPVs will be incorporated in such jurisdictions (e.g.
Guernsey or Gibraltar) as the Company deems appropriate taking into account
taxation advice and investment management risks. The Company may own all or a
part of the shares of the SPVs through which a property is held. Where
appropriate, and subject to any relevant regulatory requirement, SPVs may employ
an external asset manager or investment manager to maximise the value of their
asset(s).
The Company may be either an active investor and acquire control of a single
asset, portfolio or company, or it may be a passive investor and acquire
minority interests in one or more assets. The Proposed Directors and David
Macfarlane anticipate that the management of any acquired company will have the
expertise necessary to operate and develop that business.
The objective of the Proposed Directors and David Macfarlane is to generate
capital appreciation and any income generated by the Company will be applied to
cover costs or will be added to the funds available to implement the Investing
Policy. In view of this, it is unlikely that the Proposed Directors and David
Macfarlane will recommend a dividend in the early years following Admission.
However, they may recommend or declare dividends at some future date depending
on the financial position of the Company.
The Proposed Directors and David Macfarlane believe that their broad collective
experience together with their extensive network of contacts will assist them in
the identification, evaluation and funding of acquisition targets. When
necessary, other external professionals will be engaged to assist in the due
diligence of prospective targets. The Proposed Directors and David Macfarlane
will also consider appointing additional directors with relevant experience
ahead of a transaction in any specific geographical location or sector.
The Proposed Directors and David Macfarlane confirm that, as required by the AIM
Rules, they will at each annual general meeting of the Company seek shareholder
approval of its Investing Policy.
Resolution 10 to be proposed at the General Meeting deals with the Investing
Policy.
Share Capital Reorganisation
The price at which the Company proposes to raise additional capital is less than
the current nominal value of its Existing Ordinary Shares and the Acts prevent a
company from issuing shares at a discount to the nominal value. Accordingly, the
Company is undertaking the Share Capital Reorganisation in order to reduce the
nominal value of the Company's Ordinary Shares. The Share Capital Reorganisation
will be made up of a number of steps.
Step 1: increase the issued share capital of the Company
A consolidation and subdivision of the Company's share capital by a factor of
500. As the number of issued Ordinary Shares at the date of this announcement is
not exactly divisible by 500, Mr. David Macfarlane, a director of the Company,
has agreed that he will subscribe for 312 Existing Ordinary Shares at 10p per
share (par value). Following the issue of Existing Ordinary Shares to Mr. David
Macfarlane there will be 44,290,500 Existing Ordinary Shares in issue
immediately prior to the Share Capital Reorganisation taking effect.
Step 2: reduce the nominal value of Ordinary Shares to 0.01p and create a new
class of 9.99p deferred shares
In order to effect the issue of New Ordinary Shares at less than the present
nominal value, it is proposed to sub-divide each Ordinary Share of 10p each into
1 New Ordinary Share of 0.01p each and 1 Deferred Share of 9.99p each. This will
result in 44,290,500 New Ordinary Shares and 44,290,500 Deferred Shares being in
issue immediately following the Share Capital Reorganisation. As such, following
the Share Capital Reorganisation, each Shareholder with a holding of Existing
Ordinary Shares exactly divisible by 500 will have the same number of New
Ordinary Shares as Existing Ordinary Shares held before the Share Capital
Reorganisation.
The rights attaching to the Deferred Shares are set out in the new articles of
association of the Company and will be minimal. The Deferred Shares will
therefore be effectively valueless as they will not carry any rights to vote or
dividend rights and they will only be entitled to a payment on a return of
capital or on a winding up of the Company after each New Ordinary Share has
received a payment of GBP1,000,000. The Deferred Shares will not be listed or
traded on AIM and will not be transferable without the written consent of the
Company.
Example
The table below sets out the position of a shareholder holding GBP1,000 of
nominal value of the Company's share capital at the date of this announcement
and immediately following the Share Capital Reorganisation:
+-------------------+-------------+----------------------------+----------------+
| At the date of this | Immediately following the Share Capital |
| announcement | Reorganisation |
+---------------------------------+---------------------------------------------+
| 10,000 ordinary | GBP1,000 | 20 New Ordinary Shares @ | GBP1 |
| shares @ 10p | | 5p | GBP999 |
| | | 20 Deferred Shares @ | |
| | | GBP49.95 | |
+-------------------+-------------+----------------------------+----------------+
| | GBP1,000 | | GBP1,000 |
+-------------------+-------------+----------------------------+----------------+
The New Ordinary Shares will have the same rights (including as to voting,
dividends and return of capital) as the Existing Ordinary Shares. Following the
Share Capital Reorganisation, new share certificates in respect of the New
Ordinary Shares will be issued.
The rights attaching to the Deferred Shares are set out in the New Articles and
will be minimal. The Deferred Shares will therefore be effectively valueless as
they will not carry any rights to vote or dividend rights and they will only be
entitled to a payment on a return of capital or on a winding up of the Company
after each New Ordinary Share has received a payment of GBP1,000,000. The
Deferred Shares will not be listed or traded on AIM and will not be transferable
without the written consent of the Company.
No certificates will be issued in respect of the Deferred Shares. The Board may
decide to make an application to the High Court for the Deferred Shares to be
cancelled in due course. The Deferred Shares may by order of the High Court, be
cancelled for no consideration by means of a reduction of capital effected in
accordance with applicable law without sanction of the holders of the Deferred
Shares.
Resolution 1 in the Notice sets out the proposed split and redesignation of the
Company's share capital.
Step 3: consolidation and redesignation of the Existing Ordinary Shares as New
Ordinary Shares
Following the split and redesignation of share capital referred to at step 2
above, it is proposed that every 500 New Ordinary Shares be consolidated and
redesignated as one ordinary share of 5p. Unless the Shareholder's holding of
Ordinary Shares is exactly divisible by 500 you will be left with a fractional
entitlement to the redesignated ordinary shares if the Resolution is approved.
These fractional entitlements will be aggregated and sold in the market for the
benefit of the Company.
In addition, following the split and redesignation of share capital referred to
at step 2 above, it is proposed that every 500 Deferred Shares be consolidated
and redesignated as one deferred share of GBP49.95.
The Deferred Shares will effectively have no rights. Further details of the
rights associated with Deferred Shares are set out in paragraph 5 of Part III of
the Shareholder circular.
Resolution 1 in the Notice sets out this aspect of the proposed Share Capital
Reorganisation.
Change Of Name
To reflect the proposed change in activity of the Company the Board is proposing
the Company change its name to Arteon plc.
The Takeover Code
Under Rule 9 of the Takeover Code any person who acquires an interest in shares
(as defined in the Takeover Code) which, taken together with shares in which he
and persons acting in concert with him are interested, carry 30 per cent. or
more of the voting rights of a company which is subject to the Takeover Code, is
normally required to make a general offer to all the remaining Shareholders to
acquire their shares.
An offer under Rule 9 must be made in cash and at the highest price paid by the
person required to make the offer, or any persons acting in concert with him,
for any interest in shares acquired during the 12 months prior to the
announcement of the offer.
The Concert Party comprises Real Estate Innovation (Holdings) Ltd (REIH"),
Kinled Holding PTE Limited ("Kinled") and Viewlabel Luxembourg s.a.r.l
("Viewlabel").
The members of the Concert Party are deemed to be acting in concert for the
purpose of the Takeover Code. On Admission, the Concert Party (details of whom
are set out in paragraph 13 of Part I of the Shareholder circular) will on
Admission be interested in 788,459 New Ordinary Shares representing
approximately 89.91 percent. of the Enlarged Share Capital.
A table showing the interests in shares of the members of the Concert Party on
Admission is set out below:
+---------------------+-------------------+------------------+------------------+
| | On |
| | Admission* |
+---------------------+---------------------------------------------------------+
| Concert Party | Number of | Maximum number | Maximum |
| Member | Existing Ordinary | of New Ordinary | percentage of |
| | Shares | Shares | New Ordinary |
| | | | Shares |
+---------------------+-------------------+------------------+------------------+
| REIH1 | Nil | 262,820 | 29.97 |
+---------------------+-------------------+------------------+------------------+
| Kinled2 | Nil | 262,819 | 29.97 |
+---------------------+-------------------+------------------+------------------+
| Viewlabel3 | Nil | 262,820 | 29.97 |
+---------------------+-------------------+------------------+------------------+
| | Nil | 788,459 | 89.91 |
+---------------------+-------------------+------------------+------------------+
| | | | |
+---------------------+-------------------+------------------+------------------+
* These are expressed on a consolidated basis assuming the Share Capital
Reorganisation is approved by Shareholders.
1registered in the name of REIH and wholly owned by a discretionary trust, whose
potential beneficiaries are Peter John Hagerty (a Proposed Director), his minor
children (and the minor children of other members of his family) together with
certain named charitable causes.
2registered in the name of Kinled and wholly owned a discretionary trust, whose
potential beneficiaries are Patrick Markus Aisher (a Proposed Director) and his
minor children.
3wholly owned by Bradley Krup.
The Panel will normally waive the requirement for a general offer to be made, in
accordance with Rule 9, if the Shareholders of the company, excluding any person
connected in any way with the Concert Party or associated company (the
'Independent Shareholders'), pass an ordinary resolution on a poll (a 'Whitewash
Resolution') approving such a waiver.
The Panel has the power to waive the requirement for a Whitewash Resolution to
be put to Shareholders at a general meeting if Independent Shareholders holding
shares carrying more than 50 per cent. of the voting rights of the Company state
in writing that they would vote in favour of a Whitewash Resolution were one to
be put to a general meeting.
The Company has obtained such written confirmations from more than 50 per cent.
of the Shareholders and the Panel have waived the requirement of a Whitewash
Resolution. Accordingly, by voting in favour of the Resolutions to be proposed
at the General Meeting, the Placing will be affected without the requirement for
the Concert Party to make a general offer and existing Shareholders' interests
will be diluted.
Following completion of the Proposals, the members of the Concert Party will
hold more than 50 per cent. of the Company's voting share capital (for so long
as they continue to be treated as acting in concert) may accordingly, increase
their aggregate interests in shares without incurring any 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 shares through or between
a Rule 9 threshold without Panel consent.
Plans if Resolutions Not Passed
In the event the Resolutions are not passed, the General Meeting will be
adjourned and the Board will consider the Company's future position in respect
of its current trading and working capital position.
The Board believe that if the Resolutions are passed and the Placing and the
Disposal completed, the Company can overcome its immediate funding requirements
and be better placed to implement its Investing Policy.
Expected Timetable of Principal Events
+--------------------------------------------------------+----------------------+
| Despatch of circular | 16 June 2009 |
+--------------------------------------------------------+----------------------+
| Latest time and date for receipt of Forms of Proxy for | 10.00 a.m. on 8 July |
| the General Meeting | 2009 |
+--------------------------------------------------------+----------------------+
| Record date for the Share Capital Reorganisation | 5.30 p.m. on 8 July |
| | 2009 |
+--------------------------------------------------------+----------------------+
| General Meeting | 10.00 a.m. on 10 |
| | July 2009 |
+--------------------------------------------------------+----------------------+
| Admission and commencement of dealings in the New | 8.00 a.m. on 13 July |
| Ordinary Shares on AIM | 2009 |
+--------------------------------------------------------+----------------------+
** ENDS **
For further information please visit www.turftrax.co.uk or contact:
+-----------------+----------------------------+------------------------+
| Adam Mills | TurfTrax Plc | Tel: +44 (0) 17 2243 |
| | | 4000 |
+-----------------+----------------------------+------------------------+
| Liam Murray | Dowgate Capital Advisers | Tel: +44 (0) 20 7492 |
| | Ltd | 4777 |
+-----------------+----------------------------+------------------------+
| Aaron Smyth | Dowgate Capital Advisers | Tel: +44 (0) 20 7492 |
| | Ltd | 4777 |
+-----------------+----------------------------+------------------------+
| Isabel Crossley | St Brides Media & Finance | Tel: +44 (0) 20 7236 |
| | Ltd | 1177 |
+-----------------+----------------------------+------------------------+
This information is provided by RNS
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