Circ re. transfer to AIM

Clinical Computing PLC
23 July 2007

              Clinical Computing plc ('Clinical' or the 'Company')

    Transfer from the Official List to AIM and share capital reorganisation


Clinical Computing plc, the international developer of clinical information
systems for the healthcare market, today announces proposals to cancel its
listing on the Official List of the UK Listing Authority and apply for its share
capital to be admitted to trading on AIM, together with a proposed share capital
reorganisation and certain other proposals.



A circular, providing full details of these proposals and containing notice of
an Extraordinary General Meeting to be held on 16 August 2007 (the 'EGM'), will
today be posted to shareholders. Copies of the circular will be available from
the Company's registered office and at the offices of City Financial Associates
Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL, during
normal business hours on any week day (Saturday, Sunday and public holidays
excepted) until 17 August 2007.



An expected timetable of events is set out at the end of this announcement.



Transfer from the Official List to AIM

Given the current market capitalisation of the Company, the Board has concluded
that AIM is a more appropriate market for its shares than the Official List. The
market capitalisation of the Company remains relatively small compared to other
companies whose shares are listed on the Official List. The Directors believe
that the Company could attract more interest from investors on AIM given that
the AIM market is specifically designed for smaller companies, it attracts
specialist institutional investors and in many cases allows private investors to
take advantage of tax benefits.



The Directors believe that trading on AIM should result in ongoing cost savings
for the Company and a simplification of the administration requirements in line
with the size of the Company. The Directors also believe that a move to AIM has
the benefit of enabling the Company to agree and execute certain transactions
more quickly. The Board, however, envisages no alteration in the standards of
reporting and corporate governance that the Company has historically practised.



The cancellation of the Company's listing requires shareholder approval under
the Listing Rules, which will be sought at the EGM.  Accordingly, once this is
approved, the Company will make application and give notice to cancel its
listing and apply to the London Stock Exchange for admission to AIM. The
cancellation will take place at least 20 business days following the passing of
the resolution.



As the Company has had its securities traded on the Official List for more than
18 months prior to the date of its proposed admission to AIM, it can apply to be
admitted to AIM without having to publish an admission document using the 'fast
track' route to AIM. This requires a detailed pre-admission announcement to be
provided to the London Stock Exchange at least 20 business days prior to the
date of the proposed admission. Therefore, assuming that shareholders approve
the cancellation of the Company's listing and admission to AIM, the Company will
make this announcement immediately after the conclusion of the EGM and,
accordingly, admission is expected to become effective on 17 September 2007.



Share capital reorganisation

The nominal value of each existing ordinary share in the Company (being 5 pence)
is in the region of the current market price. The Company is unable to issue
shares at a price below their nominal value and accordingly the Company proposes
to reorganise its share capital to ensure that it has sufficient flexibility to
raise money through the issue of shares in the future should it wish to do so.
The Company may wish to raise further equity over the coming months to deliver
against its product roadmap as expeditiously as possible.



It is therefore proposed to:



(i)                  sub-divide and convert each issued existing ordinary share
of 5 pence each into one new ordinary share of 1 penny ('New Ordinary Share')
and one deferred share of 4 pence ('Deferred Share'); and

(ii)                sub-divide each unissued existing ordinary share of 5 pence
each into five New Ordinary Shares.



After implementation of the share capital reorganisation the New Ordinary Shares
will effectively have the same rights (including voting and dividend rights and
rights on a return of capital) as the ordinary shares currently in issue (the '
Existing Ordinary Shares') have at present and there will be 33,110,361 New
Ordinary Shares in issue, the same amount as the number of Existing Ordinary
Shares. Certificates for the Existing Ordinary Shares will remain valid for the
same number of New Ordinary Shares.



The Deferred Shares will have no value, no right to receive a dividend and no
voting rights, and will not be transferable (other than to the Company). No
share certificates will be issued in respect of the Deferred Shares.



Increase in authorised share capital

As described in the Chairman's Statement contained in the Company's 2006 Annual
Report and Accounts, the Company spent much of 2006 implementing a restructuring
programme and developing the Company's Chronic Kidney Disease strategy. The
Directors believe that the product roadmap is aligned to the needs of the
Chronic Kidney Disease market and in order to accelerate the growth of the
business, the Company may wish to raise further funds by way of a placing over
the coming months, to deliver against its product roadmap as expeditiously as
possible. No such equity fundraising will be undertaken prior to admission to
AIM.



Accordingly, in order to provide the Company with flexibility when undertaking
any future fundraising, it is proposed to increase the authorised share capital
of the Company from £2,300,000 to £3,000,000 (an increase of 30.4 per cent.) by
the creation of 70,000,000 New Ordinary Shares.



Authorities to allot shares

It is proposed to grant Directors' authorities under section 80 of the Companies
Act to allot relevant securities up to an aggregate nominal amount of
£1,344,481.95 (representing approximately 406 per cent. of the total issued
ordinary share capital of the Company on Admission). It is also proposed to
disapply the statutory pre-emption rights contained in section 89(1) of the
Companies Act up to an aggregate nominal amount of £1,000,000 (representing 302
per cent. of the Company's issued share ordinary capital following completion of
the share capital reorganisation).



The extent of the proposals set out in the paragraph above exceeds guidelines
issued by the Association of British Insurers. As mentioned previously, the
Company may wish to undertake a fundraising in the coming months in order to
accelerate progress along the Group's product roadmap, and these proposals are
being made in order to give it sufficient flexibility to do so without the need
for a further circular and extraordinary general meeting at the time of such a
fundraising. The quantum of any such fundraising is likely to be sizeable when
compared to the existing market capitalisation of the Company, and to the ABI
guidelines.



Borrowing facilities

The Company has an available borrowing facility of £1,450,000 provided by Brown
Shipley. This facility is provided on normal commercial terms and is secured by
personal guarantees of two significant shareholders and the chairman and expires
on 31 October 2008. No compensation is provided to the shareholders or the
chairman for providing such support. The Group has borrowed £1,320,000 of the
£1,450,000 available. Borrowings against this facility are subject to a variable
interest rate of 1.625% over Brown Shipley's base rate.



A subsidiary of the Company has an available borrowing facility of US$200,000
provided by Fifth Third Bank which is secured by its assets and guaranteed by
the Company and expires on 1 May 2008. If drawn upon the facility is subject to
a variable interest rate based on Fifth Third Bank's prime rate plus 1%.



In addition, the Chairman and another significant shareholder have agreed to
make available to the Company a total borrowing facility of £200,000. This
facility is provided on normal commercial terms and on an unsecured basis and
expires on 30 September 2008. If drawn upon, the facility is subject to a
variable interest rate of 1.625% over Brown Shipley's base rate. The Company has
no present intention of drawing down on this facility.



The above facilities have been entered into to ensure that the Group has
additional headroom over the working capital requirements of the business going
forward and it is proposed to amend the Articles of Association of the Company
to include an increase to the borrowing powers of the Directors so that the
above facilities can be fully utilised.



Current trading and prospects as reported at the Annual General Meeting on 29
June 2007

The Company is expecting to report comparative period on period improvements in
top line revenues for the six month period to 30 June 2007, in spite of the
significant weakening of the US dollar over the comparative periods. During the
first half of 2007, the Company has seen its US and Australian operations
generating cash. At the present time the Company continues to fund its UK
operations with debt.



The Group has recently won a contract in the US to support the renal service
department of a hospital with CLINICAL VISION. Additionally, two customers have
completed the implementation of CLINICAL VISION. The Group is now working
through eight active CLINICAL VISION implementations, with a future revenue
opportunity of over £1,000,000.



With respect to the UK market, the Company continues to build partnerships and
work with the UK customer base on an upgrade programme from PROTON to CLINICAL
VISION.





Expected timetable of key events


                                                                                                     2007
Extraordinary General Meeting                                                            3.00pm 16 August

Record date for the share reorganisation                                              5.00pm 14 September

Expected date of cancellation from the Official List                                  8.00am 17 September

Admission to AIM and dealings in the New Ordinary Shares on AIM expected
to commence                                                                                  17 September





Contact



Joe Marlovits, Chief Executive Officer
Clinical Computing plc
020 8747 8744



Ross Andrews/Simon Sacerdoti
City Financial Associates Limited
020 7090 7800



Paul McManus
Parkgreen Communications Limited
020 7479 7933


                      This information is provided by RNS
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