Issue of Equity

DAT Group PLC 03 October 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND Embargoed. For release at 0702h, 3 October 2005 DAT Group plc ('DAT' or the 'Company') Result of Placing of new Ordinary Shares DAT today announces that it has conditionally completed a placing of 17,666,667 new Ordinary Shares of 1p each at a price of 30 pence per share (the 'Placing'). The Company announces that, following the closing of the Placing the Company will have raised £5.3 million before expenses to further develop the Company's recently revised core product range and for ongoing working capital purposes. Carsten Brinkschulte, DAT's CEO today commented 'We are delighted to have successfully raised £5.3 million. DAT has recently completed a review of its products, processes and organization and has a new structure in place. The Group will now seek to capitalize on a much tighter, more focused, suite of products.' The Placing is conditional upon shareholder approval at an extraordinary general meeting (the 'EGM'), which is scheduled for 27 October 2005. The Circular has today been dispatched to shareholders. Subject to the passing of the relevant resolutions at the EGM, the Company will apply for the Placing Shares, which will rank pari passu with existing Ordinary Shares, to be admitted to trading on AIM, and expects that admission will occur on 28 October 2005. Copies of the Circular being posted to shareholders on 3rd October 2005 in connection with the Placing will be available to the public, free of charge, from the date of this announcement for the period of one month at the offices of: Panmure Gordon & Co Moorgate Hall 155 Moorgate London EC2M 6XB Further Enquiries: DAT Group plc Nicole Meissner +49 30 616 75 650 Panmure Gordon & Co Grant Harrison, Aubrey Powell, Jonathan Retter and Marcus Jackson 020 7459 3600 Tavistock Communications Simon Hudson, Clemmie Carr 020 7920 3150 IMPORTANT INFORMATION ON THE PLACING 1. Definitions Capitalised terms used in this announcement shall have the following meanings: 'AIM' means AIM, a market operated by the Exchange; 'Circular' means the circular from the Company dated 3 October 2005 relating to the Company and the Placing and enclosing notice of EGM; 'Company' means DAT Group plc; 'Exchange' means London Stock Exchange plc; 'Group' means the Company and its subsidiary undertakings from time to time; 'Ordinary Shares' means ordinary shares of 1p each in the capital of the Company; 'Panmure Gordon' means Panmure Gordon (Broking) Limited; 'Placees' means the persons to whom the Placing Shares are issued pursuant to the Placing, and Placee shall mean any one of them; 'Placing' means the placing of the Placing Shares by Panmure Gordon on behalf of the Company pursuant to the Placing Agreement; 'Placing Agreement' means the placing agreement relating to the Placing dated 3 October 2005 between the Company, the Directors, and Panmure Gordon; 'Placing Commitment' means the number of Placing Shares that each Placee has agreed to subscribe for or purchase pursuant to the Placing; 'Placing Price' means 30p per Ordinary Share; 'Placing Shares' means the 17,666,667 new Ordinary Shares to be allotted and issued by the Company and subscribed for by Placees pursuant to the Placing; 'Securities Act' means the United States Securities Act of 1933, as amended; and 2. Terms and Conditions of the Placing applicable to Placees Members of the public are not eligible to take part in the Placing. The announcement and the terms and conditions set out herein are directed only at either (i) persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments for the purposes of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the 'Order'); (ii) persons who are certified high net worth individuals for the purpose of Article 48 of the Order; (iii) high net worth companies, unincorporated associations etc for the purposes of Article 49 of the Order; or (iv) persons who are sophisticated investors for the purpose of Article 50 of the Order (in each case 'Relevant Persons'). The announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Neither the announcement nor the terms and conditions set out herein constitute a public offer for sale or subscription of any securities in the Company. Terms of the Placing Application has been made to the Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that such trading will commence on 28 October 2005 ('Admission'). The Placing Shares will, upon issue, be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid on or after Admission and otherwise pari passu in all respects with the existing Ordinary Shares. The Placing and the Placees' participation in it will be conditional on the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. The Placing Agreement conditional upon, inter alia, Admission occurring by not later than 8.00 am on 28 October 2005 (or such later date as is agreed in writing between the Company and Panmure Gordon but no later than 2 November 2005). Panmure Gordon may in its absolute discretion agree to extend or waive the time for the satisfaction of certain of the conditions of the Placing Agreement (provided that such time may not be extended beyond 2 November 2005). In the event that any such extension is agreed, Panmure Gordon will inform the Placees at the earliest opportunity and all subsequent dates mentioned in this announcement will be adjusted appropriately. By agreeing to participate in the Placing via a telephone conversation in which allocations were determined, Placees will accept the terms and conditions set out herein which will constitute a binding irrevocable commitment by a Placee, subject to the conditions set out below, to subscribe or purchase and pay for the relevant number of Placing Shares, which is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with Panmure Gordon in its capacity as agent for the Company and are therefore directly enforceable by the Company. Termination Panmure Gordon has the right, inter alia, to terminate the Placing Agreement (in its absolute discretion) if prior to Admission: (i) any of the warranties contained in the Placing Agreement have been breached in any respect which Panmure Gordon reasonably considers to be material in the context of the Placing; or (ii) any statement contained in the, roadshow presentation, Circular or any press announcement has been discovered to be materially untrue, inaccurate or misleading in any material respect which Panmure Gordon reasonably considers to be material in the context of the Placing. By participating in the Placing and so accepting the obligations set out in the terms and conditions herein the Placee agrees that any exercise by Panmure Gordon of any right to terminate the Placing Agreement or to waive or extend any condition in the Placing Agreement shall be within Panmure Gordon's absolute discretion and that Panmure Gordon shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right. If the Placing Agreement does not become unconditional or is terminated in accordance with its terms prior to Admission, the Placing will not proceed and the Placee's rights and obligations will cease and no claims will be capable of being made by the Placee in respect of the Placing and any payments made by the Placee will be returned as soon as possible thereafter without interest. Settlement Settlement of transactions in the Placing Shares following Admission will take place within the CREST system against Panmure Gordon's CREST account number 83801. Panmure Gordon will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in uncertificated form. Overseas shareholders No steps have been taken to enable any of the Placing Shares to be acquired by Placees outside the United Kingdom. By participating in the Placing and so accepting any offer incorporating the terms and conditions herein, the Placee represents and warrants that it is entitled to acquire the Placing Shares under the laws and regulatory requirements of all relevant jurisdictions which apply to it, and that it has fully observed such laws and requirements and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and (save as set out below) will pay any issue or other taxes due thereunder and that it has not taken any action which will or may result in the Company or Panmure Gordon acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or the Placee's acceptance of the terms and conditions herein. The Placing Shares have not been and will not be registered under the Securities Act under the securities law of any state of the United States nor have they been qualified for sale under the securities legislation of any province or territory of Canada and the relevant exemptions are not being obtained from the securities commission of any province of Canada and accordingly, the Placing Shares may not be offered, sold, taken up, delivered or transferred (directly or indirectly) and will not qualify for sale within the United States or Canada or to, or for the account or benefit of, any person or corporation in (or with a registered address in) the United States or Canada. The Placing Shares will not be lodged or registered with the Australian Securities and Investments Commission under Australia's Corporations Law and are not being offered for subscription or sale and may not be directly or indirectly offered, sold or delivered in or into Australia or for the account or benefit of any person or corporation in (or with a registered address in) Australia. No document in relation to the Placing Shares has been or will be lodged for registration with the Registrar of Companies in the Republic of Ireland and the Placing Shares will not be offered, sold or delivered, directly or indirectly in the Republic of Ireland. All subscribers for Placing Shares must provide addresses outside the Republic of Ireland for the receipt of certificates for Placing Shares. The relevant clearances have not been, and will not be, obtained from the Ministry of Finance of Japan and no document in relation to the Placing has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction. Tax The Placing Shares will be acquired by the Placee free of all expenses and free of all stamp duty and stamp duty reserve tax ('SDRT') unless stamp duty or SDRT is chargeable on the issue of Placing Shares to the Placee under any of sections 67 and 93 (Depository Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986. In summary, these sections will apply if the Placee's business is or includes issuing depository receipts or the provision of clearance services or acting as agent or nominee for a person whose business is or includes issuing depository receipts or the provision of clearance services. By accepting the terms and conditions herein the Placee confirms and warrants to Panmure Gordon (for itself and as an agent for the Company) that these sections will not apply to the placing of Placing Shares by it. If the Placee is not able to confirm or warrant that the above sections apply or if any such stamp duty or SDRT is payable, it will be entirely for the Placee's account and neither the Company nor Panmure Gordon will have any liability in respect thereof. General This announcement is the sole responsibility of the Company. Panmure Gordon is acting as nominated adviser and broker to the Company in relation to the Placing. Panmure Gordon will not be responsible to any person other than the Company for providing the protections afforded to the customers of Panmure Gordon (under the rules of the Financial Services Authority) nor for advising any person other than the Company on the transactions and arrangements referred to in the Circular and any press announcement. By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to Panmure Gordon (for itself and as agent of the Company) that: a) it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part: (i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares; b) it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person); c) it is a Relevant Person; d) in accepting its Placing Commitment it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares; e) it irrevocably confirms Panmure Gordon's discretion with regard to the Placing Agreement and agrees that Panmure Gordon does not owe it any duties in respect of any claim it may have relating to the Placing; f) it acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State of the United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not be, subject to certain exceptions, directly or indirectly, offered or sold in the United States, Canada, Australia, the Republic of Ireland or Japan; g) it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of Canada, Australia, the Republic of Ireland or Japan; h) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (either as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in offers to the public in the United Kingdom within the meaning of the Financial Services and Markets Act 2000; i) it acknowledges that it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Panmure Gordon, or the Company or any of its directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application and that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares; j) it acknowledges and agrees in connection with its participation in the Placing that Panmure Gordon is not acting for it in relation to the Placing or otherwise and that Panmure Gordon will not have any duties or responsibilities to it for providing the protections afforded to its customers or for advising it with regard to the Placing or the Placing Shares; k) it irrevocably appoints any director of Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares to it; l) it confirms that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for or purchase Placing Shares and to perform its obligations as set out herein; m) it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); n) the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or SDRT at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; and o) the Placing Shares will be issued subject to the terms and conditions set out herein. A Placee will participate in the Placing by taking a Placing Commitment. Conditional contract notes will be dispatched in 3 October 2005 and the usual rules of secondary settlement and trading will apply. These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise will be governed by and construed in accordance with English law. This information is provided by RNS The company news service from the London Stock Exchange
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