RNS Number:2755Q
TransEDA PLC
29 September 2003


                          TransEDA PLC ("the Company")


                                    Disposal


On 22 August 2003 the Company announced that it had entered into Heads of Terms
for the sale of all of the issued share capital of TransEDA Technology Limited
("TTL") with Valiosys S.A. ("Valiosys"). TTL owns all of the operating assets of
the TransEDA group. Under the Heads of Terms, Valiosys agreed to purchase the
issued share capital of TTL for a one-off payment of #1,150,000 subject,
inter-alia, to satisfactory due diligence. At this time Valiosys were granted a
period of exclusivity which lasted until 15 September 2003 and was subsequently
extended to 26 September 2003.


The Board has now completed a Sale and Purchase Agreement with Valiosys for the
sale of the whole of the issued share capital of TTL for a total consideration
of #882,685, the principal terms of which are as follows:


* the consideration payable under the agreement was the payment by
Valiosys of a cash sum of #257,993 and the settlement of the inter-company
balances between TTL and the Company resulting in a net transfer to the Company
of #624,692;


* the agreement contains various warranties and a tax indemnity given by
TransEDA none of which are unusual for an agreement of this nature;


* TransEDA has also entered into restrictive covenants for a period of
twelve months following completion relating to, inter alia, the non-solicitation
of customers and employees of TTL; and


* Clause 22 of the agreement requires TransEDA to despatch to its
shareholders a notice convening an Extraordinary General Meeting of the Company
within 45 days of Completion at which a special resolution is to be proposed to
change the name of the Company.


It is expected that a circular will be despatched to shareholders within the
next week to convene the Extraordinary General Meeting at which such a
resolution will be proposed.


The total consideration is less than the amount referred to in the Heads of
Terms due to certain adjustments made as a result of the due diligence process.
These related to certain potential liabilities and trading losses incurred since
the Heads of Terms were signed.


The Directors recognise that the Company now has no trading activities and,
after normal operating expenses and the expenses relating to the transaction, is
expected to hold cash amounting to approximately #700,000. No actions will be
taken with respect to the future of the Company until after the Extraordinary
General Meeting.


Board Changes


Gordon Whelan has stepped down from the Board and continues to work for TTL
under its new ownership. Ian Benson will take over as Company Secretary. The
Board would like to thank Gordon for all of his hard work over the last few
months during a period that has not been easy for the Company.


Further Board appointments will be considered when the future of the Company has
been decided.


Change of Registered Office


The Company has now changed its registered office to Eversheds LLP, Cloth Hall
Court, Infirmary Street, Leeds, LS1 2JB.







                      This information is provided by RNS
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