Amendment of Warrant Terms

    RNS Number : 8347Y
  Caplay PLC
  11 July 2008
   


 For immediate release  11 July 2008
    Caplay Plc
    ("Caplay" or the "Company")
    Amendment of Warrant terms
    In connection with a placing of Ordinary Shares undertaken in November 2005 (the "Placing"), the Company granted 'B' Warrants to those
investors who subscribed for new Ordinary Shares in the Placing. At the same time the Company granted 'A' Warrants to the directors of the
Company at that time as set out below (those 'A' Warrants owned by Mr Claridge and Mr Knifton are held in the name of JIM Nominees Limited
as their nominee):

    
 Director          Holding of *A* Warrants 
 Patrick Claridge               18,000,000 
 Leo Knifton                     16,000,000
 Anthony Fabrizi                 14,000,000
 Michael Feltham                  5,300,000

    The 'A' Warrants carry the right to subscribe for a total of 53,300,000 new Ordinary Shares at a price of 1p per Ordinary Share
exercisable in the period to 1 December 2008.

    The 'B' Warrants carry the right to subscribe in cash for a total of 94,700,000 new Ordinary Shares at a price of 1p per Ordinary Share
exercisable in the period to 1 December 2008.

    Following completion of the Placing, the Board continued to review a wide number of possible new investments and acquisitions for the
Company. The process of identifying a suitable investment has taken longer than first anticipated, although on 18 June 2008 the Company
announced that it had agreed to make a loan of �200,000 (the "Loan") to Textic Limited; a computer software company that specialises in the
development, marketing and selling of "text-to-speech" technology for web and mobile phone use ("Textic"). In addition to the Loan, the
shareholders of Textic granted Caplay an option to acquire the entire issued capital of Textic. 

    Over the same period, the Directors have continued to act for no cash remuneration, in order to minimise the outflow of the Company's
cash balances through administration costs and other central overheads.

    Accordingly, the Board has resolved that the exercise period of both the 'A' Warrants and 'B' Warrants should be extended by 5 years
such that they may be exercised on or before 1 December 2013.

    All the Directors hold 'A' Warrants and the amendment of the exercise period of the 'A' Warrants is a related party transaction under
the AIM Rules. As all the Directors are holders of 'A' Warrants, there is no independent director as required by the AIM Rules to provide
the declaration required by Rule 13 of the AIM Rules. Accordingly, the Company's Nominated Adviser, Beaumont Cornish Limited ("Beaumont
Cornish"), has considered the proposed extension of the exercise period of both the 'A' Warrants and 'B' Warrants.

    Beaumont Cornish has taken into account, inter alia, that the exercise date of both the 'A' Warrants and the 'B' Warrants are being
amended on the same basis, the cash subscription made by the Directors as part of the Placing, the additional length of time it has taken
for the Board to identify suitable investments to implement the Company's investment strategy, the absence of any cash remuneration for the
Directors over two years and that the exercise price of the 'A' Warrants and the 'B' Warrants of 1p per Ordinary Share is a 340 per cent.
premium to the current Ordinary Share price of 0.225p. Accordingly, Beaumont Cornish considers that the amendment of the exercise period of
the 'A' Warrants is fair and reasonable insofar as all shareholders of the Company are concerned.

    Derwent Limited and Cairns Investment Holdings Limited, in which the Rowlands family are beneficially interested, in aggregate are
interested in 35,000,000 Ordinary Shares representing 12.5 per cent. of the issued share capital of the Company. Both Derwent Limited and
Cairns Investment Holdings Limited hold 'B' Warrants. Accordingly, the amendment of the exercise period of the 'B' Warrants is a related
party transaction under the AIM Rules. The Directors of the Company, having consulted with Beaumont Cornish consider that the proposed
extension of the exercise period of the "B" Warrants fair and reasonable insofar as all shareholders of the Company are concerned. 

    The amendment of the exercise period of the 'B' Warrants is conditional on the approval of the 'B' Warrant holders in a separate class
meeting and accordingly, a circular will be dispatched to the 'B' Warrant holders in due course.


    For further information, please contact:  
 Caplay PLC  
 Tony Fabrizi, Non Executive Chairman                 Tel: +44 (0)207 375 9060
     
                
 Beaumont Cornish Limited
 Roland Cornish/Michael Cornish      Tel: + 44 (0)207 628 3396


This information is provided by RNS
The company news service from the London Stock Exchange
 
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