REG-TurfTrax Plc: Result of General Meeting
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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