NNN.L Regulatory News (NNN)

27 Jul 2006 14:32

9999 plc27 July 2006 9999 PLC (the "Company") announces that Mr Bob Holt has agreed to becomeExecutive Chairman of the Company. Mr Holt's role will principally be to leadthe Company's pursuit of an acquisition. The Company has appointed advisers toconduct due diligence on a company operating in the outsourcing sector whichwould constitute a reverse takeover under the AIM Rules and would requirespecific approval from Shareholders. Although this is not a sector originallytargeted by the Board, the Directors believe that this opportunity should beprogressed. The Company has conditionally agreed to raise £250,000 (beforeexpenses) by means of a subscription to 50,000,000 New Ordinary Shares at 0.5pper share (the "Subscription") by Mr Holt to raise additional working capital inorder to assist the Company to pursue acquisitions. As part of the terms of theSubscription it is intended that following the EGM Mr Holt will become ExecutiveChairman of the Company and Reg Pomfrett will be appointed as an additionalnon-executive director of the Company. As was noted in the Company's admission document, it is likely that anyacquisition will require either a further fund raising or the issue of furtherequities to the vendors. In view of the size and nature of the Subscription, the issue of the NewOrdinary Shares is conditional upon Shareholders' approval. It is Mr Holt's strategy for the Company to develop in the area of outsourcingand to actively pursue acquisitions in this sector. The subscription monieswill provide the Company with additional working capital with which to pursuethis new strategy for the Company. The Directors do not wish to undertake afull entitlement offer to Shareholders as they do not believe the likely take-upin such an offer would justify the costs of such an exercise. Mr Holt is not currently a Shareholder but, immediately following theSubscription, he will hold 50,000,000 Ordinary Shares, representingapproximately 52.63 per cent. of the enlarged issued ordinary share capital ofthe Company. The Panel on Takeovers and Mergers has agreed, subject to Shareholder approval,to waive the obligation of Mr Holt to make a general offer to Shareholders underRule 9 which would otherwise arise upon completion of the Subscription. For so long as he maintains his aggregate shareholding above 50 per cent.,further acquisitions of interests over shares by Mr Holt will be unrestricted byRule 9 and he will not incur a further obligation under Rule 9 to make a generaloffer. Since his early 30s, Bob Holt (51) has built a reputation as an experiencedacquirer and builder of service businesses for UK plcs. He has worked with thetwo of the largest service businesses in the UK with responsibility for makingacquisitions. In the 1990s, Mr Holt started to apply his skills to acquire businesses forhimself and today chairs a number of public listed companies where he retainsmajor shareholdings. Mr Holt was appointed as Chairman of Mears Group PLC inFebruary 1996 prior to flotation of the company in October of the same year. His background is in developing support service businesses and he has operatedin the sector since 1981. Mr Holt is a member of the audit and remunerationcommittees of Mears Group PLC and is also Chairman of Wyatt Group PLC andUnicorn Asset Management Limited as well as being a non-executive director ofSportingbet plc and Supporta plc. Mr Holt is also a member of the PLUS PrimaryAdvisory Group. Mr Holt is committed to wider community issues and is involved in a number ofprivate and public sector initiatives to improve the community for all. Formerly chairman of Chemex International PLC, Reg Pomphrett (62) has beeninvolved in corporate finance for over 30 years. He was a partner with WGreenwell & Co (a leading stockbroker) and a director of Greenwell Montagueuntil 1987. He has since been a director of both public and private companiesand is a non-executive director and company secretary of Mears Group PLC andWyatt Group PLC, both AIM listed companies, and a number of private companies.He is a chartered secretary and a member of the Securities Institute. In addition to the Subscription, options held by Dr Kalairajah and Mr Pageoptions over 4,000,000 and 1,000,000 shares respectively lapsed on 31 March2006. It is proposed, subject to Shareholder approval, to renew these shareoptions. The exercise price will be 1p and if not exercised by 31 March 2010will lapse in their entirety. In its admission document, published on 29 March 2005, the Company stated thatits strategy was to seek investments in the financial services sector. It wenton to state that, in the event that no investment has been made within the first12 months after admission, a resolution would be put to Shareholders proposingthat the Company be liquidated and any surplus funds (after repayment ofcreditors) returned to Shareholders. However, the Board wishes to recommendthat Shareholders vote against this resolution. The Company has today issued a circular to Shareholders convening anExtraordinary General Meeting of the Company to be held on 21 August 2006. Atthe meeting, resolutions will be proposed as follows:- 1. to authorise the Directors to wind up the Company and return funds to Shareholders; 2. to approve the waiver by the Panel of any obligation which would arise under Rule 9 of the City Code as a result of the Subscription by Mr Holt as set out in this document and on the terms of the Subscription Agreement, which will result in Mr Holt owning 52.63 per cent. of the enlarged issued Ordinary Share capital of the Company following the Subscription and accordingly, that Mr Holt would not be required to make an offer for the balance of the enlarged share capital of the Company following the Subscription; 3. subject to and conditional upon the resolution 1 not being passed, to disapply the pre-emption rights provisions of section 89 of the Act in respect of the allotment of Ordinary Shares pursuant to the Subscription or otherwise having an aggregate nominal value of up to £500,000 (being up to 200,000,000 Ordinary Shares); 4. to approve the grant to Dr Kalairajah and Mr Page of options over 4,000,000 and 1,000,000 Ordinary Shares respectively, on the terms set out in paragraph 7 of Part I of this document Copies of the circular to Shareholders may be obtained free of charge duringoffice hours from the Company at its registered office at Third Floor, 3 CollegeApproach, Greenwich, London SE10 9HY for a period of up to one month followingdate of the meeting. Enquiries: Rowan Dartington & Co LimitedIan Rice 0117 933 0020 This information is provided by RNS The company news service from the London Stock Exchange