YGEN.L Regulatory News (YGEN)

26 Oct 2006 15:11

Original Investments PLC26 October 2006 ORIGINAL INVESTMENTS PLC Results of AGM * Merger with Vialogy approved by shareholders * Creates US-based technology business with clients including Cisco, Boeing and Evolution Petroleum * Change of name to ViaLogy PLC * Board changes to reflect focus on ViaLogy London, UK and Pasadena, CA - Original Investments Plc ("OI" or "Company") todayannounces that shareholders have approved its merger with California-basedtechnology group ViaLogy Corp through the acquisition of the remaining shares inViaLogy, Original Investments' largest holding. The Company will immediatelychange its name to ViaLogy PLC and will retain its listing on the AIM market ofthe London Stock Exchange (AIM). ViaLogy, based in Pasadena, CA, develops and markets signal processing solutionsfor technology companies. ViaLogy's flagship technology is Quantum ResonanceInterferometry (QRI), which is based on a system developed by NASA to detect andtrack weak sound signals sent from space and hitherto hidden by background'noise'. QRI can be adapted for a wide range of applications, including in thedefense, homeland security, first responder and oil and gas industries. ViaLogyhas signed development and product agreements this year with a number of theworld's leading companies, including Cisco Systems, Boeing and EvolutionPetroleum. OI has been a major investor in ViaLogy for the past three years, building up a43.76 per cent stake in the business (on a fully diluted basis). The other majorinvestor in ViaLogy is Aeris Holdings, a German-based venture capital company,which has supported the merger of OI and ViaLogy. "The merger of OI and ViaLogy creates a company with world-leading technologyand solid financial resources," said Terry Bond, managing director of OI, whowill become executive chairman of ViaLogy PLC. "We have been working towards themerger for over a year because we believe ViaLogy will have a major impact inmany high growth industries. The contracts with Cisco, Boeing, and Evolutionsigned during 2006 underline the significant potential of ViaLogy's technology." ViaLogy is working with Cisco on several fronts, including sensorinteroperability, border security, and the analysis of information on suchglobal threats as water contamination, food-borne diseases and bird flu. ForBoeing, ViaLogy is developing and demonstrating a proof-of-concept siliconelectronic eye. Based on bionic principles that replicate the optical movementsof certain insects and reptiles, the objective is to produce the next generationof low-power visual systems for autonomous missile interceptors. Evolution Petroleum Corporation of Texas has commissioned ViaLogy to use QRI toascertain the extent and density of oil deposits at several US oil explorationsites. At the annual meeting where shareholders approved the merger, the chairman andco-founder of OI, Jim Slater, announced his retirement from the board ofdirectors. "We have always believed, and we continue to believe, that ViaLogyhas the potential to be a really big winner," said Mr. Slater. "That is why wehave supported the business through its difficult formative years and why, nowthat its worth is being recognised by international players, we have arrangedthis merger. "The value of the Company will depend to a large extent on its management, and Ihave decided that I should not lead the team. ViaLogy is based in California,the flight time from UK is 11 hours, and frankly at my time if life that is justtoo long. In addition, we anticipate that ViaLogy will become an internationalcompany and this will involve a considerable amount of travel. It's the part ofthe job I have always disliked so I am passing on the baton to my friend andcolleague, Terry Bond." Mr. Slater emphasised that he had no present intention of selling hisshareholding in the Company. "On the contrary I have every confidence in the newteam and believe the Company has great potential to generate significant returnsfor shareholders" he said. Michael Kelly, formerly a managing partner with firstVentury, the German-basedventure capital group, will become chief executive of the combined business. Aninternational banker, he has held senior positions with Bank of America andDeutsche Bank in Germany. Dr. Sandeep Gulati, a co-founder of ViaLogy, will be chief technical officer. DrGulati headed the Ultracomputing Technologies Group at NASA's Jet Propulsion Lab(JPL). He has also served as principal scientist on programs including theDepartment of Defense's Joint Strike Fighter, NASA's Reusable Launch Vehicle andthe oil industry's DEEPLOOK Consortium. Other board members of the new ViaLogy include George Rehm, an internationallawyer who has worked with US presidential candidates on global trade andinvestment policy; and Dr. Robert Dean, a senior vice president with SAIC, thelargest employee-owned research and engineering company in the United States. A total of 91,903,314 new ordinary shares of 1 penny each in the Company("Consideration Shares") are being issued to the ViaLogy Corp shareholders asconsideration for the acquisition of the issued share capital of ViaLogy Corpnot already owned by the Company. Application has been made for the 91,903,314 Consideration Shares and the311,222,223 existing ordinary shares of 1 penny each in the Company ("OrdinaryShares") to be admitted to AIM and admission is expected to become effective at8.00 a.m. on 30 October 2006. The Consideration Shares will rank pari passu inall respects with the existing Ordinary Shares in issue. For further information please contact: Original Investments Tel: 01235 834734Terry Bond, Executive Chairman of ViaLogyFinancial Dynamics Tel: 0207 269 7169Ben AtwellJohn Gilbert Interviews with Michael Kelly and/or Dr. Sandeep Gulati can be arranged byconference call at any time or personally in London week commencing October 23. The OI annual report and the Admission Document giving full details of themerger will be found on www.originalinvestments.com. This information is provided by RNS The company news service from the London Stock Exchange