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Block Shield Corporation plc

('Block Shield' or 'the Group')

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

and

Notice of General Meeting

Block Shield, the provider of innovative, value-added RFID solutions, today announces that it is proposing to cancel the admission to trading on AIM of its Ordinary Shares.  A circular (the 'Circular') has been posted to shareholders today convening a general meeting at which a resolution will be proposed to approve the De-Listing.

REASONS FOR THE DE-LISTING

The Ordinary Shares were admitted to trading on AIM on 27 April 2004 following a placing at a price of 72 pence per share giving the Company a market capitalisation of approximately £18.2 million at admission. Since that time, the Directors have sought to add to Shareholder value by developing the Company's EMC and RFID product and equipment manufacturing capabilities. Due to the weakening global economy, troubled financial markets and the current 'credit crunch', development has been slower than originally anticipated. Specifically, the lack of capital equipment purchases and slower RFID industry ramp up has resulted in little uptake of our manufacturing and equipment solutions. As a result, the Company's share price has also suffered. As at close of business on 7 April 2009 (being the latest practicable date prior to the publication of the Circular) the closing mid-market price of an Ordinary Share was 1.88 pence, valuing the Company at approximately £1.43 million.

In recent months the Company has been drawing down on an 'as-needed' basis from the US$5 million credit facility which Cloverleaf Holdings, the Company's largest shareholder, has provided and which, as announced on 9 March 2009, has been extended until 31 December 2010. The Directors have taken advances from this facility in the hope of funding the Group through to an appropriate time when it may be in a position to undertake a new equity fundraising. Within this period, the Directors have endeavoured to gauge the appetite for an additional equity investment from the Company's largest Shareholders. However, due to current difficult market conditions and the lack of revenue from RFID products, such appetite does not exist at the present time. 

The Company announced on 11 February 2009 that its technology licensee, Mu-Gahat Enterprises LLC ('Mu-Gahat Enterprises'), had signed a conditional contract for US$3 million for installations over 2 years, subject to completion of successful test installations.  This testing is now complete and the results are viewed by both the customer and the Company as very positive.  The customer has requested, however, additional development work and refinements to the system before declaring the contract unconditional and, at present, the customer and Mu-Gahat Enterprises have been unable to agree the scope and terms of the additional work required.  Accordingly, there can be no certainty as to the revenue, if any, which will be received by the Company through its licensing arrangements with Mu-Gahat Enterprises by virtue of this contract.

In light of these difficult stock market conditions adversely affecting the Company's immediate ability to raise new equity to finance appropriate growth opportunities, the Directors have undertaken a review of the benefits of the Ordinary Shares continuing to be traded on AIM. As a result of this review, the Directors have identified the following key factors in their considerations:

-    the limited stock market appreciation of the Company's projects;

-    the inability to raise capital due to prevailing stock market conditions;

-    the negative market sentiment for high risk technology start-ups;

-    the concentration of the Company's shareholder base resulting in limited trading liquidity in the 
     Ordinary Shares; and

-    the costs and regulatory burdens associated with maintaining admission to AIM.

After careful deliberation, the Board has concluded, in the absence of an ability to raise capital in the public market, that it is no longer in the best interests of the Company or its Shareholders to maintain the admission of the Ordinary Shares to trading on AIM.

THE DE-LISTING

In accordance with Rule 41 of the AIM Rules, the Company has today notified the London Stock Exchange of the De-Listing, which is conditional upon the consent of not less than 75 per cent. of votes cast by Shareholders in a general meeting.

Consequently, the Company is convening the General Meeting for 11.00 a.m. on 24 April 2009. If the Resolution is passed at the General Meeting then the last day of trading of the Company's Ordinary Shares will be 11 May 2009 and the cancellation of admission to trading on AIM will be effective from 7.00 a.m. on 12 May 2009. 

STRATEGY FOLLOWING DE-LISTING

Following the De-Listing, the Directors intend to continue to focus on enhancing Shareholder value by advancing the Company's gaming business. The Company will continue to pursue discussions with potential investors to secure financing to sustain the Company at least on a 'care and maintenance' basis in the near term. However, Shareholders should be aware that if the Company is unable to procure further funding, then the Board will be obliged to consider whether the Company is in a position to continue trading.

The Company will endeavour to continue to provide a number of the same facilities and services to Shareholders which are currently enjoyed as shareholders of an AIM company, including maintenance of the current website, keeping Shareholders as fully informed as possible.

Shareholders should note that following the De-Listing the central place of management and control of the Company will remain outside the United Kingdom and accordingly the protections offered by the City Code in Takeovers and Mergers will, as is already the position, not apply to the Company.

TRANSACTIONS IN THE ORDINARY SHARES FOLLOWING DE-LISTING

Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.

However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the registered office of the Company at One America Square, Crosswall, London EC3N 2SG.

IRREVOCABLE UNDERTAKINGS

The Company currently has in issue 76,086,926 Ordinary Shares. The Company has received irrevocable undertakings and/or statements of intent to vote in favour of the Resolution in respect of 44,305,824 Ordinary Shares representing 58.25 per cent. of the Ordinary Shares.

The irrevocable undertakings and/or statements of intent have been received from the following Shareholders:

Shareholder	Number of Ordinary Shares	% of Existing Ordinary Shares
Directors
Gary Fairhead*	714,345	0.94%
Richard Gadbois	22,059	0.03%
Edwin Oh	300,651	0.40%
Others
Bellini Group Holdings	1,336,225	1.76%
Cloverleaf Holdings**	17,098,989	22.47%
Falcon Group Holdings	1,336,225	1.76%
Highland Fund Managers	668,113	0.88%
Narawally Investments	7,319,179	9.62%
Talbot Investments	14,864,184	19.54%
Baxter Watkins	645,854	0.85%
Total	44,305,824	58.25%
*    706,992 Ordinary Shares are held through Hanover Nominees Limited.
**    1,503,255 Ordinary Shares are held in the name of Cloverleaf Ventures LLC. David Whelan is deemed interested in the shares held by Cloverleaf Ventures LLC.

GENERAL MEETING

The General Meeting is being convened which will be held at the offices of Lawrence Graham LLP at 4 More London Riverside, SE1 2AU 11.00 a.m. on 24 April 2009 and at which a special resolution will be proposed to cancel the admission of the Company's Ordinary Shares to trading on AIM. 

RECOMMENDATION

The Directors consider the De-Listing to be in the best interests of the Company and its Shareholders for the reasons explained above. Accordingly, the Directors recommend you to vote in favour of the Resolution at the General Meeting as they intend to do (where they are able to instruct voting) in respect of a total of 1,037,055 Ordinary Shares (representing approximately 1.36 per cent. of the Existing Ordinary Shares).

THE CIRCULAR

The Circular has been posted to Shareholders today containing a Notice of General Meeting at which a resolution will be proposed to approve the De-Listing. The Circular will be available on the Company's website (www.blockshield.com).

Enquiries: 

Block Shield Corporation Plc
Edwin Oh, Chief Executive Officer	+1 408 830 5100
Ambrian Partners Limited	+44 20 7634 4700
Nominated Adviser
Samantha Harrison

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication date of the circular posted to shareholders	8 April 2009
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 22 April 2009
General Meeting	11.00 a.m. on 24 April 2009
Cancellation of admission of the Ordinary Shares to trading on AIM	with effect from 7.00 a.m. on 12 May 2009

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

'AIM'	AIM, the market operated by the London Stock Exchange
'AIM Rules'	the London Stock Exchange AIM Rules for Companies
'Block Shield' or 'Company'	Block Shield Corporation Plc
'De-Listing'	the proposed cancellation of admission to AIM of the Ordinary Shares
'Cloverleaf Holdings'	Cloverleaf Holdings Limited
'Directors' or Board'	the board of directors of Block Shield
'EMC'	electromagnetic capability
'Existing Ordinary Shares'	the 76,086,926 Ordinary Shares in issue as at the date hereof
'Form of Proxy'	the form of proxy for use at the GM or at any adjournment of such meeting
'GM' or 'General Meeting'	the general meeting of the Company convened for 11.00 a.m. on 24 April 2009 and any adjournment thereof
'Group'	the Company and its subsidiaries
'London Stock Exchange'	London Stock Exchange plc
'Notice of General Meeting'	the notice of the General Meeting which is incorporated into the Circular
'Ordinary Shares'	fully paid ordinary shares of 1 pence each in the capital of the Company
'Resolution'	the resolution referred to in the Notice of General Meeting
'RFID'	radio frequency identification
'Shareholders'	holders of Ordinary Shares

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