Zamano Regulatory News (ZMNO)

18 Dec 2009 16:40



Not for release, publication or distribution in or into the United States, Australia, Canada, the Republic of South Africa or Japan. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of its securities in the United States.

zamano PLC

("zamano", the "Company" or the "Group")

Update regarding placing to raise €2.5 million

On 10 December 2009, zamano announced that it had entered into agreements to raise approximately €2.5 million (before expenses) of new capital, to accelerate the execution of the Group's strategy, through the placing of 13,888,889 new shares (the "Placing Shares") with The Ulster Bank Diageo Venture Fund at a price of 18 cent (the "Placing Price") (the "Placing").

It was previously expected that the shares would be admitted to trading on 23 December 2009. However, the Company has subsequently applied to The Irish Stock Exchange and the London Stock Exchange for the Placing Shares to be admitted to trading on the IEX Market of the Irish Stock Exchange ('IEX') and the AIM Market of the London Stock Exchange ('AIM') effective 22 December 2009 and dealings are now expected to commence on this date.

Additional Information in Relation to the Placing

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.1 cent each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the such shares after the date of issue of the Placing Shares.

Following the Placing there will be 94,962,911 ordinary shares of 0.1 cent each in issue in the capital of the Company. The Placing Shares represent approximately 17.1 per cent. of the existing issued share capital of the Company and approximately 14.6 per cent. of the enlarged share capital of the Company.

The Placing is conditional, inter alia, upon admission of the Placing Shares to trading on IEX and AIM and no material change in the circumstances of the Company having occurred prior to admission of the Placing Shares (pursuant to the terms of the Placing Agreement).

The Placing is at a discount of approximately 5.3 per cent. to the official closing price of the ordinary shares of the Company of 19 cent per share, as derived from the daily official list of the Irish Stock Exchange on 9 December 2009, being the latest date prior to the announcement of the Placing.

- Ends -

For further information, please contact:

NCB Stockbrokers Limited (which is regulated in Ireland by the Irish Financial Services Regulatory Authority) is acting exclusively for zamano and for no one else in connection with the Placing and will not be responsible to anyone other than zamano for providing the protections afforded to clients of NCB Stockbrokers Limited or for providing advice in relation to the Placing or on any matter referred to herein.

This announcement does not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy, any of the Placing Shares to be issued or sold in connection with the Placing.

The Placing Shares have not been, nor will be, registered under the United States Securities Act of 1933 (as amended), or under the securities legislation of any state of the United States of America or of any province or territory of Canada, Australia, Japan or the Republic of South Africa. No public offering of securities of zamano is or will be made in connection with the Placing in Ireland, the United Kingdom, the United States or elsewhere. Subject to certain exceptions, the Placing Shares may not be directly or indirectly offered, sold, transferred, taken up or delivered in, into or from the United States, Canada, Australia, Japan or the Republic of South Africa or their respective territories or possessions. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy Placing Shares in any jurisdiction in which such offer or solicitation is unlawful. Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa and any person receiving this announcement (including custodians, nominees and trustees) must not distribute or send it in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa. This announcement has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. This announcement has not been examined or approved by The Irish Stock Exchange, The Financial Services Authority, the London Stock Exchange or any other regulatory authority.