EVT Eurovestech

 
TIDMEVT 
 
14 February 2011 
 
                                Eurovestech plc 
 
                       ("Eurovestech" or the "Company") 
 
                     Proposed sale of investment in ToLuna 
 
Eurovestech is pleased to announce that ToLuna plc ("ToLuna"), its largest 
investee company, has today announced the terms of an acquisition of ToLuna by 
ITWP Acquisitions Limited ("ITWP") to be implemented by way of a scheme of 
arrangement under Part 26 of the Companies Act 2006 ("Scheme"). ITWP is a newly 
incorporated company formed for the purpose of implementing the acquisition. 
ITWP is supported by Verlinvest SA, a significant shareholder in ToLuna. 
Following completion of the acquisition Frédéric-Charles Petit, Founder and 
Chief Executive of ToLuna, will be appointed as a director of ITWP. 
 
Eurovestech has provided an irrevocable undertaking to vote in favour of the 
Scheme (including the required resolutions) in respect of its entire beneficial 
holdings of ToLuna shares amounting to 14,907,917 ToLuna shares. In addition, 
Eurovestech has also given ITWP an irrevocable undertaking to elect to receive 
all of its consideration under the Scheme in the form of 1,051,828,838 ordinary 
shares of GBP0.01 each in the capital of ITWP ("ITWP Shares") and GBP35,000,000 in 
nominal value of B loan notes and GBP2,187,046.02 in nominal value of C loan 
notes to be issued by ITWP. To the extent that any other ToLuna shareholders 
the subject of the Scheme elect to receive ITWP Shares, B loan notes or C loan 
notes, then the consideration payable to Eurovestech will be scaled back 
appropriately and will be replaced with cash on a GBP1 for every GBP1 of nominal 
value of ITWP Shares, B loan notes or C loan notes. 
 
Under the terms of the Scheme ITWP will commit to redeem by 30 June 2011 B loan 
notes in the amount of GBP25 million. Verlinvest SA has procured an irrevocable 
bank guarantee for a total amount of GBP25 million be provided in favour of ITWP 
to guarantee ITWP's payment obligations under the B loan notes. After 30 June 
2012, any loan notes which remain outstanding will be compulsorily convertible 
into ITWP Shares, subject to conditions, at a rate of one ITWP Share for each 1 
penny in nominal value of loan notes. Neither the B loan notes nor the C loan 
notes will bear any interest. 
 
Eurovestech expects that it will hold approximately 9.8 per cent. of the issued 
share capital of ITWP following the Scheme becoming effective. Immediately 
following the issue of its ITWP Shares, Eurovestech will enter into a 
shareholders' agreement with certain other shareholders of ITWP, as holders of 
more than five per cent. of the ITWP Shares. 
 
In conjunction with the proposed acquisition of ToLuna, Eurovestech has 
provided an indemnity up to a maximum liability of GBP2.6 million which is 
payable in certain circumstances. 
 
Eurovestech's total cost of investment in ToLuna was GBP2 million. Since ToLuna 
was floated on AIM in 2005, Eurovestech has realised GBP14.9 million from the 
sale of ToLuna shares. Accordingly, following receipt of at least GBP22.5 million 
following repayment on 30 June 2011, Eurovestech will have realised in cash at 
least GBP37.4 million and will hold loan notes with a nominal value of GBP12.2 
million and approximately 10 per cent. of the issued share capital of ITWP. 
 
Further information: 
 
Eurovestech plc 
Richard Bernstein                                            Tel: 020 7491 0770 
Chief Executive                                             www.eurovestech.com 
 
Merchant Securities Limited (NOMAD) 
David Worlidge/Simon Clements                                Tel: 020 7628 2200 
 
 
 
 
END 
 

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