Tanfield Regulatory News (TAN)

05 November 2013

TANFIELD GROUP PLC

("Tanfield" or the "Company")

 Directorate Change, Extension of Debt facilities

The Board of Tanfield announces a directorate change following the change in the status of the Company to an Investing company and update shareholders on the current debt facilities.

As described in the announcement of 20th September, the Company has become an investing company for the purposes of the AIM Rules, whose principal investments are the residual interest in the Powered Access Division and the Company's interests in Smith Electric Vehicles Corporation. The Board are currently investigating opportunities to dispose of the loss-making Tanfield Engineering Systems Ltd. division as part of this strategy.

As an investing company Tanfield will have minimal running costs, limited to those activities required to maintain its place as a listed entity. The employment of the Tanfield Executive Directors ("Executives") namely Darren Kell, Charles Brooks, and Brendan Campbell, have now been terminated by the Company in accordance with a condition of the sale of the Powered Access business and the executives have also resigned as Directors from Tanfield. Compromise agreements have been reached with these departing executives and any resulting payments under these agreements have been deferred for 12 months or earlier if free cash is available from the realization of its investments. The current three non-Executive Directors will remain on the Board on a reduced remuneration base to reflect the changed status of the Company. The Company has retained sufficient cash to cover those running costs to a date at which it expects to receive a return from one of its investments.

Existing Option Agreements with the departing Executives and other Snorkel Division employees required those options to be exercised within 90 days of an employee leaving the Company. As an incentive to ensure commitment to the future success of the Company's investment in Snorkel, the exercise period of relevant share options have been extended until their original expiration date of 2021.

As announced on 10th September 2013 two of the Company's Directors provided a debt facility of £500,000 to bolster the Company's cash position through the sale process - this debt being repayable upon completion of a disposal - and therefore now being due. Both Directors have agreed to defer the principal and interest now due at a revised interest rate of 12% per annum - with repayment 12 months from now, or earlier if free cash is available. The security and Debenture that these Directors hold over the assets of the Company will survive until this debt is fully repaid.

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