Circular to Shareholders

RNS Number : 5432U

Immersion Technologies Intl PLC

25 June 2009

 

For Immediate Release

25 June 2009

Immersion Technologies International plc

('Immersion' or 'Company')

Posting of Shareholder Circular and Notice of General Meeting

Change in Investing Policy

Change of Company Name

The Company announces that it has, today, posted a Circular to Shareholders setting out details of a proposed change in its Investing Policy and proposed Name Change. Copies of the Circular are available from the Company's website, www.iti-plc.com. The General Meeting ('GM') is to be held at Level 5, 22 Arlington Street, London, United Kingdom, SW1A 1RD on Friday 17 July 2009 at 11am.

Background

The Company completed the reverse takeover of Immersion Technology International Limited ('ITI') in April 2007. At that time the Directors considered the acquisition of ITI as an opportunity to enter the audio technology market where ITI's unique patented technologies could be exploited to increase market share, particularly in electro-static loudspeakers. Since 2007, the Company has made progress in the evolution of it speaker technology. However, in the six months ended 31 December 2008, the Company reported revenue of only £24,000. The Directors have therefore come to the conclusion that whilst ITI's speaker technology is valuable (and will be retained), ITI does not form the basis of a sustainable business for a publicly traded company. Accordingly, the Director's believe that it is in the Company's interests to adopt a new broader strategy for the development of the Company as an investing company and to take advantage of opportunities outside of the audio technology market. 

Proposed New Investing Policy

The Company's proposed Investing Policy is to acquire a diverse portfolio of direct and indirect interests in exploration, development and production oil and gas assets which are based in the Americas, Europe or Africa. Both on-shore and off-shore interests will be considered. The intention is to acquire a widely distributed mix of oil and gas development and production assets.

The Directors collectively have considerable experience investing, both in structuring and executing deals and in raising funds. Further details of the Directors' expertise are set out in the Circular. The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment. For the acquisitions which they expect the Company to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate. 

The Company will be both an active and a passive investor. The Company intends to be a long-term investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held. 

There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world. 

The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares. 

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this paragraph.

As the Ordinary Shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. The attention of Shareholders is drawn to 'Risk Factors' set out in Section II of the Circular. In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, and schemes of arrangements or liquidation. 

The Company will provide an update on its investing activities at the same time that it publishes its audited annual results for the year ending 30 June 2009 and as otherwise required by the AIM Rules. The Company has no current plans to publish any regular estimate of net asset value or updates on the investments.

All of the Company's assets will be held in its own name, or through wholly owned subsidiaries.

Proposed Name Change

Conditional upon the adoption of the Investing Policy, it is proposed to change the Company's name to Solo Oil PLC. 

For further enquiries:

Immersion Technologies International plc
David Lenigas/Kiran Morzaria	[phone]
Pelham Public Relations
Archie Berens	[phone]
Beaumont Cornish - Nominated Adviser
Roland Cornish	[phone]

Note:    Copies of the Circular and this announcement will available on the Company's website: www.iti-plc.com 

 

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