Placing and change of accounting reference date


 

TIDMTOU 
 
RNS Number : 1822E 
Touch Group PLC 
16 December 2009 
 
16 December 2009 
 
 
Touch Group plc ("Touch" or the "Company") 
Placing and Loan Conversion 
and 
Change of accounting reference date 
 
 
PLACING 
 
 
Touch Group plc is pleased to announce that it has successfully raised 
GBP780,000 before expenses by way of a placing of 39,000,000 new ordinary shares 
of 1p each in the capital of the Company ("new Ordinary Shares") at 2 pence 
("Placing Price") per new Ordinary Share (the "Placing"). In addition, Vincent 
Isaacs, the Company's Executive Chairman, has agreed to convert GBP100,000 which 
is part of a loan previously made by him to the Company into 5,000,000 new 
Ordinary Shares at the Placing Price (the "Loan Conversion"). 
 
 
The net proceeds of the Placing will be used to speed the development of the 
Company's Medical Education and Communications Division and expand our Pharma 
and Energy Divisions. 
 
 
The 44,000,000 new Ordinary Shares to be issued pursuant to the Placing and the 
Loan Conversion will rank pari passu in all respects with the existing issued 
ordinary share capital of the Company. These new Ordinary Shares have been 
allotted conditionally upon being admitted to trading on AIM by no later than 31 
December 2009. Application has been made for the new Ordinary Shares to be 
admitted for trading on AIM and trading is expected to commence on 21 December 
2009. 
 
 
RELATED PARTY TRANSACTION 
 
 
Schroder Investment Management Limited, a related party of the Company, has 
subscribed for 12,500,000 new Ordinary Shares in the Placing at the Placing 
Price. Following completion of this transaction, Schroder Investment Management 
Limited's interest in the Company will be 29,150,000 Ordinary Shares, 
representing approximately 18.01% per cent of the enlarged issued share capital 
of the Company. 
 
 
The issue of new Ordinary Shares to Schroder Investment Management Limited is 
Related Party Transactions for the purpose of AIM Rule 13. The directors 
consider, having consulted with Shore Capital and Corporate Limited, the 
Company's Nominated Adviser, that the terms of the related party transaction 
with Schroder Investment Management Limited are fair and reasonable insofar as 
the Company's shareholders are concerned. 
 
 
HOLDINGS ON COMPLETION OF THE PLACING AND LOAN CONVERSION 
 
 
Set out below are the current interests of the shareholders participating in the 
Placing and Loan Conversion, the number of new Ordinary Shares taken up by those 
shareholders pursuant to the Placing and Loan Conversion and their aggregate 
interests in the Company's issued share capital following completion of the 
Placing and the Loan Conversion. 
 
 
 
 
+-------------------+------------+------------+------------+ 
|                   |            |            |            | 
| Shareholder       | Number     | Aggregate  | Following  | 
|                   | of new     | interests  | the        | 
|                   | Ordinary   | following  | Placing    | 
|                   | Shares     | completion | and Loan   | 
|                   | being      | of the     | Conversion | 
|                   | issued     | Placing    | Percentage | 
|                   |            | and Loan   | of the     | 
|                   |            | Conversion | enlarged   | 
|                   |            |            | issued     | 
|                   |            |            | share      | 
|                   |            |            | capital    | 
+-------------------+------------+------------+------------+ 
| Schroder          | 12,500,000 | 29,150,000 |     18.01% | 
| Investment        |            |            |            | 
| Management        |            |            |            | 
| Limited           |            |            |            | 
+-------------------+------------+------------+------------+ 
| Vincent           |  5,000,000 | 28,596,859 |     17.67% | 
| Isaacs (Executive |            |            |            | 
| chairman)         |            |            |            | 
+-------------------+------------+------------+------------+ 
| Herald            |  5,000,000 | 22,226,212 |     13.73% | 
| Investment        |            |            |            | 
| Management        |            |            |            | 
| Limited           |            |            |            | 
+-------------------+------------+------------+------------+ 
| Jeremy            | 12,500,000 | 15,500,000 |      9.58% | 
| Isaacs            |            |            |            | 
+-------------------+------------+------------+------------+ 
| Nicholas          |  4,000,000 |  9,375,000 |      5.79% | 
| Slater            |            |            |            | 
+-------------------+------------+------------+------------+ 
| Martin            |  5,000,000 |  7,002,000 |      4.33% | 
| Reuben            |            |            |            | 
+-------------------+------------+------------+------------+ 
 
 
CHANGE OF ACCOUNTING REFERENCE DATE 
The Company also announces that its accounting reference date has been changed 
from 31 December to 31 March with the next Audited Annual Financial Statements 
being for the 15 month period to 31 March 2010. Accordingly, the Company will 
release, prior to 31 March 2010, second interim results in respect of the six 
month period ending 31 December 2009. 
 
 
TOTAL VOTING RIGHTS 
 
 
Following the Placing, the issued share capital of the Company will increase by 
37.3 per cent to 161,858,588 Ordinary Shares of 1p each. In accordance with the 
Disclosure and Transparency Rules, the Company confirms that its issued share 
capital as at the date of this announcement comprises 161,858,588 Ordinary 
Shares of 1p each. This figure may be used by shareholders as the denominator 
for the calculations by which they will determine if they are required to notify 
their interest in, or a change to their interest in, the share capital of the 
Company under the Disclosure and Transparency Rules (as applied to the Company 
by AIM Rule 17). 
 
 
 
 
Vincent Isaacs, Executive Chairman of Touch, stated: 
 
 
"The Company has made radical operational changes to deal with the fast changing 
regulatory environment in the markets in which we operate. These changes were 
not fully implemented until September but are crucial to our business as a whole 
given the interdependence of all sections." 
 
 
"We are closing this year on 31 March 2010 to enable us to tighten our book 
schedules. This will assist with timing issues and also give us the right start 
for 2010. Our new trading year will therefore start on 1 April 2010." 
 
 
"We have successfully relocated our offices following a Compulsory Purchase 
Order served by Crossrail. Although the move resulted in loss of a number of 
working weeks this year we now, as a result of the move, occupy state of the art 
premises which are purpose built for our requirements and at a much reduced 
cost. In addition, we now have in place robust IT systems which are critical for 
our online content." 
 
 
"Our journal sales are extremely well led and are interfacing with our Medical 
Communications and Editorial teams in an exemplary fashion. Energy, which has 
always been a small part of our business is thriving and promising to become far 
more dominant. Editorial has been merged with sub editorial, design and layout 
and as a cohesive team are now delivering innovation and quality." 
 
 
 
 
For further information please contact: 
 
 
 
 
Touch Group plc 
Vincent Isaacs 
Executive Chairman 
 
 
Tel: 020 7452 5222 
 
 
 
 
Shore Capital and Corporate Limited 
Nominated Adviser to the Company 
Dru Danford/Edward Mansfield 
 
 
Tel: 020 7408 4090 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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