For Immediate Release 31 July 2009
IN HOUSE GROUP PLC ("In House" or the "Company")
SHARE CONSOLIDATION
ISSUE OF SHARES AND WARRANTS
RELATED PARTY TRANSACTION
NOTICE OF GENERAL MEETING
Further to the announcement made on 3 July 2009, the Company
announces that, today, it has posted a Circular to Shareholders convening a
General Meeting of the Company.
At the General Meeting convened for 11.00am on 24 August 2009, the
Company is seeking Shareholder approval for the following:
- the Consolidation on the basis that every 1,000 Ordinary Shares
of 0.001p each be consolidated into 1 New Ordinary Share of 1p in order to
bring the number of Ordinary Shares in issue into line with the Company's
size;
- the issue of 169,844 new Ordinary Shares to various parties
(including related parties under the AIM Rules) in lieu of fees owed by the
Company; and
- the issue of 374,166 Warrants to the Executive Directors and two
employees in lieu of outstanding salaries.
Issue of New Ordinary Shares and Warrants
Background
The Company is proposing to issue shares to certain related parties
listed below in settlement of debt for services under existing contractual
arrangements that have accumulated in recent months. It is proposed that these
shares be issued on the same terms as the shares issued to other creditors, as
announced on 3 July 2009, being 0.03p per share (before the consolidation).
In addition, it is proposed to issue warrants to the executive
directors and staff in recognition of the wages they have foregone in recent
months. The warrant's price is based on the mid market price at the time the
board recommended this action. The Company believes this is a tax efficient
method for dealing with the liabilities outstanding as well as incentivizing
its ongoing Directors and employees. In addition, the settlement of the
liabilities of the Company, as set out above, enables the Company to conserve
cash for the benefit of the business.
Issue of New Ordinary Shares
The Company is proposing to issue 169,844 New Ordinary Shares, at a price of
30p per share, which will rank pari passu with the New Ordinary Shares arising
as a result of the Share Consolidation, to the Directors (and companies
associated with them) in settlement of amounts due to them on the following
basis:
Director/associated Amount owed No. of New Ordinary
company Shares to be issued
David Meddings £12,333 41,110
John Ferree £10,682 35,607
Quantum Property £25,169 83,897
Services Ltd a company
owned by Marcus Cassidy
Capital Synergy Ltd a £2,769 9,230
company of which
Alistair Hollows (a
former Director within
12 months of the date
of the agreement) is a
shareholder and
director
Total £50,953 169,844
Assuming the approval of all the Resolutions at the General
Meeting, the enlarged share capital will be 5,585,086 New Ordinary Shares.
Application is being made for the New Ordinary Shares to be traded on AIM and
trading is expected to commence on 25 August 2009.
Issue of Warrants
The Company also proposes to issue 374,166 Warrants exercisable at 40p,
equivalent to 0.04p per share prior to the Share Consolidation (at a premium
of 33% to the closing mid market price on 30 July 2009, being the last
practical date prior to the publication of the Circular) and exercisable up
until 30 June 2012 to Directors and employees, in settlement of outstanding
salaries due over the past year on the following basis:
Name Amount owed Warrants to be issued
Marcus Cassidy £95,466 238,665
Alistair Hollows (a £48,500 121,250
former Director within
12 months of the date
of the agreement)
Gail Blanchard £3,825 9,563
Tom Murphy £1,875 4,688
Total £149,666 374,166
Due to the fact that the issue of New Ordinary Shares and Warrants
is a transaction with certain Directors (being David Meddings, John Ferree and
Marcus Cassidy), as well as with a former Director within 12 months of the
date of the transaction (being Alistair Hollows) and also with companies
associated with Directors and the former Director (being Quantum Property
Services Ltd and Corporate Synergy Limited), this is a Related Party
Transaction under the AIM Rules. Accordingly, the Independent Director, being
Joanna Gordon, having consulted with the Company's Nominated Advisor,
considers the terms of the share and Warrants issues fair and reasonable
insofar as Shareholders are concerned. In addition to the AIM requirements,
the Company is seeking approval from its Shareholders for the above
transactions at the General Meeting.
Expected Timetable of Principal Events
Latest time and date for receipt of Form of Proxy to
be valid at the General Meeting 11.00 a.m. on 22 August 2009
General Meeting 11.00 a.m. on 24 August 2009
Record Date for Share Consolidation 5.30 p.m. on 24 August 2009
Admission and dealings in the New Ordinary Shares
expected to commence being the business day following
the General Meeting 8.00 a.m. on 25 August 2009
Crediting of New Ordinary Shares through CREST 25 August 2009
Posting of share certificates in relation to the New
Ordinary Shares Within 14 days of Admission
A copy of the Circular is available on the Company's website,
www.ihgroup.co.uk and from the Company's registered office.
A further announcement will be made following the General Meeting.
Contact: Marcus Cassidy, In House Group Plc on 0845 061 9999
mcassidy@ihgroup.co.uk
Roland Cornish, Beaumont Cornish Limited,
0207 628 3396