Tracsis Regulatory News (TRCS)

13 Aug 2009 10:21



TRACSIS PLC

("Tracsis" or the "Company")

Payment of Deferred Consideration

Tracsis plc (AIM: TRCS), a provider of performance and planning optimisation software and consultancy services for the transport industries, announces the issue of 271,029 new ordinary shares of 0.4p each ("Ordinary Shares") as deferred consideration payable for the purchase of RWA Rail Limited ("RWA"). The purchase of RWA was approved by the Company's shareholders on 4 August 2008.

The total deferred consideration payable was calculated as £290,000, to be satisfied as to 50% by the issue of Ordinary Shares and as to the remainder by payment in cash. The number of Ordinary Shares to be issued in satisfaction of the share element of the deferred consideration was calculated using a share price of 53.5 pence, as per the share purchase agreement ("Acquisition Agreement") dated 18 July 2008. A cash payment of £145,000 will also be made.

The 271,029 deferred consideration shares ("Deferred Consideration Shares") are being issued to Robert Watson, Chief Operating Officer of Tracsis, who was the sole vendor of RWA. Under the terms of the Acquisition Agreement, Robert Watson has agreed that he will not (save in certain specific circumstances) dispose of any of the Deferred Consideration Shares for a period of 12 months following their issue, and thereafter for a further 12 month period any disposal must be made via the Company's broker in an orderly manner. Following the issue of the Deferred Consideration Shares, Robert Watson's beneficial holding in the Company will be 1,355,142 Ordinary Shares representing 6.98 per cent. of the enlarged issued share capital of the Company.

Application has been made for the Deferred Consideration Shares to be admitted to trading on AIM on 14 August 2009.

Following the issue of the Deferred Consideration Shares there will be 19,405,168 Ordinary Shares in issue.

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