Journeo Regulatory News (JNEO)

28 November 2014

21st Century Technology plc

("21stCentury", "the Company" or "the Group")

Employee Shareholder Plan

Notice of General Meeting

21st Century Technology plc (AIM: C21), the specialist service providers of CCTV and monitoring systems to the fleet and network operators in the bus and rail industries, wishes to advise its shareholders that a General Meeting of shareholders will be held on 17 December 2014 at 10:30 a.m. at its registered office, Units 3&4, ZK Park, 23 Commerce Way, Croydon CR0 4ZS.

The purpose of the meeting is to consider the Employee Shareholder Plan (the "Plan") for providing Russ Singleton and Glenn Robinson, executive directors of the Company (the "Executives") with a combined further interest of approximately 12 per cent in the upside of the Company's market capitalisation, further to the intentions set out in the Company's AGM Statement and Interim Results earlier this year.

The Executives joined the company in October 2013 at a time when significant losses were being incurred. As part of their recruitment it was agreed between them, the Company, and the Company's largest shareholder, that they should formulate a new business strategy to return the Company to profit and future growth and that they would make certain investments in the company. The new strategy was presented after the Company's AGM, and since joining the Executives have acquired GBP300,000 of ordinary shares in the Company, in line with their initial commitment.

The entry into the agreement in respect of the Plan constitutes a related party transaction pursuant to the AIM Rules for Companies. The directors of the Company (excluding Russ Singleton and Glenn Robinson, as beneficiaries of the Plan) consider, having consulted with finnCap Limited, its nominated adviser, that the terms of the Plan are fair and reasonable insofar as the Company's shareholders are concerned.

The formal notice of the General Meeting along with a circular relating to the proposed Employee Shareholder Plan has today been posted on the Group's website, www.21stplc.com, and hard copies of the notice and circular have been posted to all shareholders who have not elected to accept website communications. A form of proxy for use at the General Meeting has been posted to all shareholders. Principal terms of the Plan are enclosed below.

A copy of this announcement is available on the Group's website: www.21stplc.com

Enquiries:

Principal Terms of The 21st Century Technology Employee Shareholder Plan (the "Plan")

(1) General

The operation of the Plan will be supervised by the Board.

(2) Eligibility

The eligible executives are Russell Singleton and Glenn Robinson (the "Executives").

(3) Nature, Timing of and Consideration for Awards

Each Executive shall acquire the number of fully paid B ordinary shares in the capital of 21st Century Technology Solutions Limited ("Shares" and "Solutions", respectively) set out opposite his name, below, in consideration of giving up certain statutory employment rights under Section 205A of the Employment Rights Act 1996. It is proposed that the awards will be made as tax-advantaged Employee Shareholder shares, as introduced by the UK Government in September 2013.

The acquisition shall occur as soon as reasonably practicable after approval of the Plan by shareholders, and is subject to the reaching an agreement of the valuation of the shares with HMRC. If dealings should be prohibited for any reason, the acquisition shall occur as soon as reasonably practicable after the prohibition ceases.

No payment is required for the Shares by the Executives

(4) Number of Shares

Russell Singleton 100 Shares

Glenn Robinson 55 Shares

1,000 Shares shall be held by the Company.

The Executives' combined holdings will represent 13.42% of the share capital of Solutions, on the basis that, should the Company exercise its discretion described below and issue the Executives with ordinary shares in the Company in exchange for the Shares in Solutions, that the Executives holdings in the Company would represent, following the same allotment, 12% of the fully-diluted share capital of the Company.

(5) Put Option

The Shares carry the right for the holder, in his capacity as a holder of that Share, to require the holder(s) of A ordinary shares, jointly and severally, in Solutions to acquire the Shares (the "Put Option"). The option may be exercised:

(a) at the discretion of the Executive where a compulsory share transfer event occurs (such as a cessation of employment); and

(b) if (i) not less than three years nor more than ten years have elapsed since the Shares were acquired, and (ii) the share price of ordinary shares in the capital of the Company (or such other company as may then be the parent company of Solutions) is not less than £0.07 per share.

The price per Share payable under the Put Option shall be equal to the amount by which the market capitalisation of the Company (as determined by the middle-market price of the Company's shares averaged over the last ten dealing days preceding the valuation date) exceeds £6,060,585, divided by the total number of issued shares in the capital of Solutions.

The price may be settled, at the discretion of the Company, in cash or by the issue or transfer of such number of ordinary shares in the Company to the relevant value, calculated by reference to the middle-market price of the Company's shares averaged over the last ten dealing days preceding the valuation date.

 (6) Compulsory Transfer

Where an Executive ceases to hold employment with Solutions he shall be deemed to have given notice of transfer of his Shares.

If the cessation is by reason of death, retirement, ill health, redundancy, the disposal of a business by Solutions or otherwise at the discretion of any duly authorised committee, the sale price of the Shares shall be as described under the Put Option. In any other case, it will be the amount subscribed, if any.

(7) Takeovers, Schemes of Arrangement and Liquidations

If there shall be a change in control of Solutions, there are both drag along and tag along rights set out in the articles.

If Solutions passes a resolution for a voluntary winding-up, the balance of assets (if any) in excess of £6,060,585 shall be distributed amongst the holders of all the issued ordinary shares in the capital of Solutions in proportion to the nominal amount paid up or credited as paid up on such shares without distinction as to class.

(8) Voting, Dividend and other Rights

The Shares carry the right to vote at a general meeting of Solutions.

The Shares shall rank pari passu in all respects with the A ordinary shares in issue except that they will not rank for any dividend or other distribution paid or made by reference to a record date falling prior to their date of issue

Benefits obtained under the Plan shall not be pensionable.

(9) Administration and Amendment

The Plan will be administered by the Board. Any amendment of the rights applicable to the Shares will require a general meeting of Solutions. No such amendment to the advantage of the Executives would be made without the prior approval of the Company in general meeting.

Notes to editors:

21st Century Technology plc's (AIM: C21) principal activities are the provision of CCTV and monitoring systems to the fleet and network operators in the bus and rail industries. The Group's business model is in transition; from providing individual solutions for the supply and installation of CCTV, telematics and monitoring systems, towards highly integrated on-board technologies with connected & web based back-office software management applications.

The Group is currently preferred suppliers of mobile CCTV to two of the UK's largest bus operators; Arriva UK Bus & First Group UK Bus. It also provides installation, maintenance & support services to Keolis and Arriva in Stockholm, Sweden and is deploying a novel passenger comfort-oriented driver behaviour system to Keolis throughout France.

In the rail sector, 21st Century has also recently gained new customers; including GB Rail Freight and one of the UK's leading train operating companies.

These strengthening client relationships demonstrate the growing adoption of the 21st Century's systems in the bus and rail market, supporting the Group's multi-modal approach to servicing fleet customers throughout the UK and into Continental Europe.

The Group was admitted to trading on AIM in 2005.