Immediate Release 23 May 2008
Essentially Group Limited
("Essentially" or the "Company")
Result of EGM and Additional Listings
Essentially, the AIM listed full service sports marketing and media
group, announces that at its Extraordinary General Meeting held
today, all resolutions were duly passed.
The Company is also pleased to announce that it is to satisfy earn
out payments due in relation to the acquisitions of Frontiers Group
(UK) Limited ("Frontiers") and Accounts Eight Limited ("Accounts
Eight"). The earn out payments relate to the satisfaction of certain
performance conditions in the financial periods ended 30 June 2008
for Frontiers and 31 December 2007 for Accounts Eight. As previously
announced in the Company's preliminary accounts released on 31 March
2008, the earn out payment in relation to Frontiers will be paid
early due to strong performance.
The Company will pay to the senior management of Frontiers a total of
£610,937.50 which will be satisfied as to £458,203.12 in cash and by
the issue of 1,910,452 ordinary shares of 0.1 pence each in the
Company ("Ordinary Shares") and will pay to the senior management of
Accounts Eight a total of £570,500 which will be satisfied as to
£228,200 in cash and by the issue of 2,937,693 Ordinary Shares.
Application has been made for the total number of 4,848,145 Ordinary
Shares ("Earn Our Shares") to be admitted to trading on the AIM
market of the London Stock Exchange plc. Admission will be effective
as of 8 a.m. on 28 May 2008.
Of the 4,848,145 Ordinary Shares to be issued, 789,100 Ordinary
Shares will be issued to Matt Vandrau, formerly of Frontiers and now
New Business Director of Essentially, and 583,648 Ordinary Shares
will be issued to Tim Berg, formerly of Accounts Eight and now Chief
Financial Officer of Essentially who will have total shareholdings of
1,948,769 and 864,873 Ordinary Shares respectively.
Pursuant to the placings announced on 28 April 2008, application has
also been made for a total of 53,511,340 Ordinary Shares to be
admitted to trading on the AIM market of the London Stock Exchange.
43,583,000 of such Ordinary Shares are expected to be admitted at 8
a.m. on 27 May 2008 and the remaining 9,928,340 of such Ordinary
Shares are expected to be admitted at 8 a.m. 28 May 2008.
Following the admission of the 4,848,145 Earn Out Shares on 28 May
2008 and the admissions on 27 and 28 May 2008 of a total of
53,511,340 Ordinary Shares, the total issued share capital of the
Company will be 191,090,586. This figure (191,090,586 Ordinary
Shares) may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
Company under the FSA's Disclosure and Transparency Rules. The total
shareholdings of Matt Vandrau and Tim Berg are 1.02 per cent. and
0.45 per cent. respectively.
For further information please contact:
Essentially Group Dwight Mighty
Ltd Tel: +44 (0) 20 7820
7000
Buchanan Communications Bobby Morse
Susanna Gale
Christian Goodbody
Tel: +44 (0) 207 466 5151
Cenkos Securities plc Beth McKiernan
Tel: +44 (0) 20 7397 8927
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