1Spatial Holdings Regulatory News (SPA)

29 Apr 2009 13:00



29 April 2009

IQ Holdings plc ("IQ Holdings" or the "Company")

(AIM: IQH)

Issue of equity and Director share transfer

Issue of Equity:

It has been agreed by the Board to allot shares in settlement of certain liabilities of the Company. Accordingly, 16,466,500 Ordinary Shares of 0.01p in the Company ("Ordinary Shares") have been issued at a price of 0.20p, being the average mid market price of the Company's shares for the five days immediately prior to 27 April 2009.

Related Party Transactions:

In addition, 3,750,000 Ordinary Shares were issued to Peter William Parkinson at a price of 0.20p in respect of past services provided to the Company. Due to Mr. Parkinson being a Director of the Company in the past 12 months, the transaction is classified as a related party transaction in accordance with Rule 13 of the AIM Rules. Therefore the current Directors, having consulted with the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Further, as part of the terms of employment for John Mitchel, Finance Director of IQ Holdings, it had been agreed that he would be issued shares to the value of £25,000 in the Company. Accordingly 12,500,000 Ordinary Shares have been issued at at a price of 0.20p, being the average mid market price for the five days immediately prior to 27 April 2009. As Mr. Mitchel is a Director of the Company the share issue falls to be treated as a related party transaction in accordance with Rule 13 of the AIM Rules. Consequently, the independent Directors, having consulted with the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. As a result of the transaction Mr. Mitchel's holding in the Company is now 1.00% of the issued share capital.

Application for the admission of the 32,716,500 new ordinary shares for trading on AIM has been submitted and dealings are expected to commence on 6 May 2009.

After these transactions, the Company's total current issued capital, with voting rights is 1,251,586,774 Ordinary Shares.

Share Transfer:

Joachim Eberhard Seydel, Non-executive Director of the Company, has agreed to transfer 2,083,333 Ordinary Shares to an unconnected 3rd Party for nil consideration. As a result of this transfer Mr. Seydel's holding in the Company falls to 2,916,667 Ordinary Shares, representing 0.23% of the Company's issued share capital.

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