RAM.L Regulatory News (RAM)

3 Apr 2009 10:25



FOR IMMEDIATE RELEASE 3 April 2009

RAM INVESTMENT GROUP PLC 

("RAM" or the "Company")

RAM INVESTMENT GROUP PLC COMPLETES SHARE SWAP TRANSACTIONS WITH GAMING TECHNOLOGY SOLUTIONS PLC AND CEC UNET PLC

AND PLACING OF NEW ORDINARY SHARES

SHARE SWAP

The board of RAM Investment Group Plc ("RAM") announces that, today, it has completed the purchase of two investment holdings. 

The Company has purchased 514,000 ordinary shares representing 1.14% of the issued share capital in Gaming Technology Solutions Plc ("GTS") at a price of 40p per share in consideration for the issue of 2,937,143 new Ordinary Shares in RAM at a price of 7p. GTS is a developer and retailer of computer gaming software. GTS's latest annual report and accounts for the year ended 30 June 2008 showed a profit of £124,951 and Net Assets of £1,878,416.

In addition, the Company completed the purchase of 7,376,646 ordinary shares representing 1.40% of the issued share capital in CEC EUNET Plc ("CECEUNET") at a price of 3p per share in consideration for the issue of 3,161,420 new Ordinary Shares in RAM at a price of 7p. CECEUNET is provider of "top-up" mobile-based payment services to consumers in the Henan/Guangdong Provinces and Beijing City in China. CECEUNET's latest annual report and accounts for the year ended 30 June 2008 showed a loss of €(63,611) and Net Assets of €19,772,000.

This will have the effect of increasing the Current Asset investments held by RAM by £426,899.

As part of these transactions, Tim Baldwin, a director of the Company, is transferring 240,000 CECUNET shares to RAM in consideration for 102,857 RAM Ordinary Shares. In addition, Hill Street Investments Plc, a company in which Tim Baldwin is a director and one in which Tim Baldwin exercises management control, has transferred in 250,000 GTS shares and 425,000 CECUNET shares in consideration for the issue of 1,610,714 RAM shares. These are considered Related Party Transactions requiring treatment in accordance with AIM Rule 13 under the AIM Rules. Accordingly, the Independent Directors, being Edward Adams and Iain Manley, have consulted with Beaumont Cornish Limited, the Company's Nominated Advisor, and consider the terms of the transactions to be fair and reasonable insofar as the shareholders of the Company are concerned. 

Tim Baldwin, following completion of the transaction, has an interest in 3,374,571  RAM Ordinary Shares representing 15.21% of the now issued share capital.

In addition, as a result of the transactions, John McKeon will now have an interest in 3,501,420 RAM Ordinary Shares representing 15.78% of the now issued share capital.

In addition, as a result of the transactions, Nigel Tose will now have an interest in 994,286 RAM Ordinary Shares representing 4.48% of the now issued share capital.

THE PLACING

The Company has placed 1,000,000 new ordinary shares of 1p each at a price of 4p per share to raise £40,000 before expenses. The proceeds of the placing will be used for general working capital purposes.

Application has been made for the 7,098,563 new Ordinary Shares, which will rank pari passu with  the existing Ordinary Shares, to be admitted to AIM and trading is expected to commence on 9 April 2009. The issued share capital following the issue of these new shares will be 22,188,963 Ordinary Shares.

For further information please call:

Tim Baldwin    RAM investment Group plc 020 7518 4337

Roland Cornish Beaumont Cornish Limited 0207 628 3396