Transense Regulatory News (TRT)

10 Dec 2007 12:56

Transense Technologies PLC10 December 2007 Transense Technologies plc (the "Company") Further Update Additional fundraising Further to the Company's announcement on 21 November 2007, the Company is verypleased to announce that it has today entered into subscription agreements withcertain of its existing shareholders for the subscription of a total of17,895,472 Ordinary Shares at 23 pence per share. This will raise £4,115,958.56for the Company (gross of expenses) in addition to the £240,005 raised via thesubscription agreement with Peter Lobbenberg, an existing shareholder in theCompany, for the subscription of 1,043,500 Ordinary Shares in the Company at 23pence per share (as announced on 21 November 2007). The subscription agreementsare conditional upon a special resolution being passed by the Company'sshareholders and admission of the new Ordinary Shares to trading on AIM. Thereare no other outstanding conditions to these subscriptions. The Company hasobtained voting undertakings from its shareholders (including all of theDirectors) holding an aggregate of 20,696,835 Ordinary Shares (presentingapproximately 35.74 per cent. of the Company's issued share capital) to vote infavour of the resolutions. Working capital position The subscription monies will be used for the Company's working capitalrequirements. Based on the Directors' current estimates, in the absence of anyunforeseen circumstances, following the Subscription the Company should havesufficient working capital for at least the next two years. Board changes The following changes have been made to the Board: • Peter Woods, the current Chairman of the Company, has retired as Chairmanof the Company. David Kleeman has been appointed as the new Non-ExecutiveChairman of the Company. A summary of the terms of his appointment will be setout in the Circular; • Jim Perry, has moved to the role of Deputy Chairman. The position of CEOwill temporarily be vacant until the Company finds a suitable candidate; • Tony Baldry has retired from his role as Non-Executive Director; and • Melvyn Segal has joined the Board as Executive Director. A summary of theterms of his appointment will be set out in the Circular. Further details of Messers David Kleeman and Melvyn Segal (the "New Directors")are set out in the Appendix to this announcement. Option Agreements Subject to Shareholder approval, the Board has entered into the OptionAgreements with the New Directors. The principal features of the OptionAgreements are: (a) options over 100,000 Ordinary Shares and 80,000 Ordinary Shares willbe granted to Mr Kleeman and Mr Segal, respectively (the "Options"); (b) the option exercise price will be 23 pence per Ordinary Share; and (c) there will be no restrictions on the exercise of the Options, exceptthat they cannot be exercised within 12 months of the date of grant. The Optionsdo not lapse on either New Director ceasing to be a director of the Company. TheOption Agreements include standard anti-dilution provisions. Trading Update and Board Review The Lear project review discussions have now been postponed until the New Yearand a meeting with senior Michelin management at Michelin's headquarters todiscuss progress has been provisionally booked for the end of January 2008.Meanwhile, the Company continues to work closely with Honeywell InternationalInc., particularly on torque application projects. On 12 November 2007,Honeywell's Automation and Control Solutions Division published a document forits Investor Meeting in which the Company's pressure and torque technologiesfeatured prominently as "step-out" technologies for industrial andtransportation applications. The Directors continue to speak to anotherprospective licensee in relation to pressure and torque surface acoustic wavedevices, although no legal documents have yet been agreed. The Board, as reconstituted, intends to review the Company's existing strategy,and to consider the various means of securing, in the shorter term, a consistentand growing stream of revenue generation. In the light of this, earlyconsideration will be given to the allocation of board responsibilities,reporting methods and authorisations. An indication of the initial outcome ofthe Board's review will be provided when the 2007 results are announced. Noble & Company Limited Noble & Company Limited ("Noble") has today provided the Board with notice ofits intention to step down as nominated adviser and broker to the Company, whichwill become effective at a date to be agreed between Noble and the Company. TheCompany is currently discussing with another nominated adviser its appointmentto the Company. Circular A circular (the "Circular") providing further details of these subscriptions,the board changes and Options to be granted to the New Directors and convening ageneral meeting will be sent to shareholders in the next few days. In theCircular, the Directors intend to recommend to shareholders to vote in favour ofthe resolutions required to implement the subscriptions and grant the Options tothe New Directors. Enquiries: Transense Technologies plc (David Kleeman) 020 7430 9329 / 07 973 988 018 Noble & Company Limited (John Llewellyn-Lloyd / Graeme Bayley) 020 7763 2200 APPENDIX Background of the New Directors David Kleeman David George Kleeman (65) is Chairman of Fayrewood plc, an AIM-listed company,and of ComputerLinks AG, which is listed on the Frankfurt Stock Exchange. He wasa solicitor in private practice for seventeen years, specialising in corporatefinance. Since 1985, he has been a professional investor and has providedfunding to a number of companies in a variety of industries. He holdsconsultancies and directorships in both public and private companies and hasheld several Government appointments, including chairman of a Health Authority,a Board Member and later Deputy Chairman of NHS Logistics, and a Board Member ofthe Housing Corporation for eight years. Mr Kleeman holds or has held the following directorships and partnerships withinthe five years prior to the date of this announcement: Current directorships/partnerships Previous directorships/partnershipsBanque Magnetique SA (France) Audient plcBeyond Technologies Limited (Israel) DPA Investments plcCCR Data Limited Elevate East Lancashire LimitedComputerLinks AG (Germany) Expotus LimitedDaman Financial Services Limited The Stag and Huntsman Inn LimitedFayrewood Holdings Limited The Vitae Group LimitedFayrewood Overseas Holdings BV Sauce Organics LimitedFayrewood plcGenesis Housing Group LimitedJPL Portfolio Management LimitedMichelangelo Recruitment Services LimitedMichelangelo Search LimitedVitae Search LimitedWordbank LimitedZycko Limited Melvyn Segal Melvyn Segal (53) qualified as a Chartered Accountant in 1979. He is currentlya partner at Arram Berlyn Gardner, a firm of Chartered Accountants, and iscurrently responsible for the firm's finances, the partnership taxation andassisting with client development. Prior to this, he was an assistant manager atBDO Stoy Hayward. Mr Segal was also a Director of ABG Financial ManagementLimited until 2005, when he was involved in the sale of this company toAIM-listed First Artists plc. Mr Segal is Non-Executive Financial Director at Impex Lighting Limited, alighting distribution business. His role includes identifying acquisitions andmanaging the process. He is also involved in various charitable causes, including holding the role ofHonorary Treasurer of FHU Charity, which has over £20 million in funds. Mr Segal holds or has held the following directorships and partnerships withinthe five years prior to the date of this announcement: Current directorships/partnerships Previous directorships/partnershipsArram Berlyn Gardner ABG Corporate Finance LtdBodafose Limited ABG Marketing Consultancy LtdImpex (Glassware) Limited Arram Berlyn Gardner LLPImpex Lighting Limited Optimal Wealth Management LtdSmithbrook Limited (formerly ABG FinancialTotalbroad Limited Management Limited) This is Another Company plc Neither of the New Directors: (i) has any unspent convictions in relation to indictable offences; (ii) has been made bankrupt or has made an individual voluntaryarrangement with creditors or suffered the appointment of a receiver over any ofhis assets; (iii) has been a director of any company which, whilst he was such adirector or within 12 months after his ceasing to be such a director, was putinto receivership, compulsory liquidation, creditors' voluntary liquidation,administration, company voluntary arrangement or any composition or arrangementwith the company's creditors generally or with any class of creditors of anycompany or had an administrator or an administrative or other receiverappointed; (iv) has been a partner in any partnership which, whilst he was a partner,or within 12 months after his ceasing to be a partner, was put into compulsoryliquidation or had an administrator or an administrative or other receiverappointed or entered into any partnership voluntary arrangement; (v) has had an administrative or other receiver appointed in respect ofany asset belonging either to him or to a partnership of which he was a partnerat the time of such appointment or within the 12 months preceding suchappointment; nor (vi) has received any public criticisms, official public incriminationsand/or sanctions by statutory or regulatory authorities (including recognisedprofessional bodies) or has ever been disqualified by a court from acting as adirector or member of the administrative, management or supervisory bodies of acompany or from acting in the management or conduct of the affairs of anycompany. Neither Mr Kleeman nor any of his Connected Persons (as defined in sections 252to 254 of the Companies Act 2006) currently has any interests in the sharecapital of the Company. Mr Segal, together with his Connected Persons, holds450,000 Ordinary Shares, representing 0.78 per cent. of the existing sharecapital of the Company. In addition, Mr Segal has subscribed for a further250,000 ordinary shares pursuant to the subscription. As set out above, it isproposed that Messrs Kleeman and Segal be granted the Options pursuant to theOptions Agreements, subject to the approval of the necessary resolution byshareholders. This information is provided by RNS The company news service from the London Stock Exchange