REG-TurfTrax Plc: Result of General Meeting

Fri Jul 10, 2009 8:41am EDT
 
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TurfTrax Plc/ Index: AIM / TIDM: TTX / Sector: Support Services        

                                 TURFTRAX PLC                                  
                          (to be renamed Arteon plc)                           

                  RESULT OF GENERAL MEETING, ISSUE OF EQUITY                   
                                      AND                                      
                                 BOARD CHANGES                                 

TurfTrax Plc ("TurfTrax" or the "Company") held a General Meeting today at
which all resolutions were duly passed, namely:

* approval of a share capital reorganisation;
   
* a placing of 788,459 new ordinary shares at 15.21956 pence per share to
  raise £120,000 before expenses (the "Placing");
   
* approval of the disposal of TurfTrax Holdings Limited;
   
* the adoption of a new investing policy; and
   
* to change the name of the Company to Arteon plc, which will become
  effective on or around Monday, 13 July 2009 (new TIDM: ARTO).
   
The net proceeds of the Placing, together with a conditional loan facility
totalling £268,000, will provide TurfTrax with working capital and the ability
to implement its new investing policy.

The issue of 262,820 new ordinary shares of 5p each in the Company to Real
Estate Innovation (Holdings) Limited (a company wholly owned by a discretionary
trust of which Peter Hagerty, a director of the Company, is a potential
beneficiary) is a related party transaction pursuant to AIM Rule 13. David
Macfarlane, a director of the Company, who is independent to the transaction
considers, having consulted with Dowgate Capital Advisers Limited, the
Company's Nominated Adviser, that the terms of the transaction are fair and
reasonable insofar as the Company's shareholders are concerned.

The 788,459 new ordinary shares of 5p each in the Company are being placed
under authorities to issue and allot shares approved at today's General
Meeting. These new ordinary shares will rank pari passu with the 88,581
existing ordinary shares of 5p each in the Company.

Application has been made to the London Stock Exchange for the new 788,459 new
ordinary shares of 5p each in the Company along with the 88,851 existing
ordinary shares of 5p each in the Company to be admitted to trading on AIM and
it is expected that dealings will commence on or around 13 July 2009.

SIGNIFICANT SHAREHOLDERS

On Admission, the following shareholders will be interested in 3 per cent. or
more of the enlarged issued share capital of the Company:

Shareholder                                          Number of    Percentage of
                                               Ordinary Shares  Ordinary Shares
                                                                               
Real Estate Innovation (Holdings) Limited              262,820            29.97
Kinled Holding PTE Limited                             262,819            29.97
Viewlabel Luxembourg s.a.r.l                           262,820            29.97
INCAP Finance BV                                        32,164             3.67
                                                                               
                                                       820,623            93.58

Following the placing the enlarged issued share capital of the Company will be
877,040 ordinary shares of 5p each.

BOARD CHANGES

Further to the announcement made on 16 June 2009, Adam Mills and Martin Frost
have resigned as Directors of the Company with immediate effect and Director
Peter Hagerty has assumed the position of Non-executive Chairman. Additionally,
Patrick Aisher has been appointed as Non-executive Director. Mr Aisher has
significant experience of international and cross border group corporate
finance and governance in both private and public companies. He is a Trust
Manager and a member of the Swiss Private Equity and Corporate Finance
Association.

TurfTrax Non-executive Chairman, Peter Hagerty said, "since the placing on 13
March 2009, we have worked with the board and the NOMAD to secure some real
value for the shareholders of TurfTrax PLC. We are pleased that today's meeting
has brought these efforts to fruition and that we can now move forward to
implement the Investment Strategy. Opportunities are beginning to appear in
world property markets as yields de-compress and over-leveraged portfolios
enter various states of distress. We believe that the Company will be able to
benefit from these opportunities in the coming months and, through the
structures which it implements, will be able to pioneer a new level of investor
transparency which has too often been missing from listed property vehicles."

"I want to thank the departing directors for their efforts on behalf of the
Company, not least during the past weeks, and to wish Adam every success with
the businesses acquired today. I would also like to express my particular
thanks to David Macfarlane, with whom we look forward very much to working as
he continues in his role as Independent Director, and to welcome Patrick Aisher
to the Board".

Patrick Markus Aisher (aged 39), Non-executive Director

Current Directorships/Partnerships      Past Directorships/Partnerships        
                                                                               
Jack and Eileen Aisher Trust Limited    WX Geoservices Limited                           
Polastar PLC                            Polastar Safety Systems Limited          
Wavionix Software Limited               Polastar Systems Limited                        
WVX Global Limited                                                                      
WX Geo Systems Limited                                                                   
WX-RTS Limited                                                                  
Great Scott Foods Limited                                                      

There are no other matters that require disclosure pursuant to the AIM Rules.

                                  ** ENDS **                                   

For further information please visit www.turftrax.co.uk or contact:

Peter Hagerty       TurfTrax Plc                    Tel: +44 (0) 7917 178 911  
Liam Murray         Dowgate Capital Advisers Ltd    Tel: +44 (0) 20 7492 4777   
Aaron Smyth         Dowgate Capital Advisers Ltd    Tel: +44 (0) 20 7492 4777    
Isabel Crossley     St Brides Media & Finance Ltd   Tel: +44 (0) 20 7236 1177  



END

 

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