Further update

Transense Technologies PLC 10 December 2007 Transense Technologies plc (the 'Company') Further Update Additional fundraising Further to the Company's announcement on 21 November 2007, the Company is very pleased to announce that it has today entered into subscription agreements with certain of its existing shareholders for the subscription of a total of 17,895,472 Ordinary Shares at 23 pence per share. This will raise £4,115,958.56 for the Company (gross of expenses) in addition to the £240,005 raised via the subscription agreement with Peter Lobbenberg, an existing shareholder in the Company, for the subscription of 1,043,500 Ordinary Shares in the Company at 23 pence per share (as announced on 21 November 2007). The subscription agreements are conditional upon a special resolution being passed by the Company's shareholders and admission of the new Ordinary Shares to trading on AIM. There are no other outstanding conditions to these subscriptions. The Company has obtained voting undertakings from its shareholders (including all of the Directors) holding an aggregate of 20,696,835 Ordinary Shares (presenting approximately 35.74 per cent. of the Company's issued share capital) to vote in favour of the resolutions. Working capital position The subscription monies will be used for the Company's working capital requirements. Based on the Directors' current estimates, in the absence of any unforeseen circumstances, following the Subscription the Company should have sufficient working capital for at least the next two years. Board changes The following changes have been made to the Board: • Peter Woods, the current Chairman of the Company, has retired as Chairman of the Company. David Kleeman has been appointed as the new Non-Executive Chairman of the Company. A summary of the terms of his appointment will be set out in the Circular; • Jim Perry, has moved to the role of Deputy Chairman. The position of CEO will temporarily be vacant until the Company finds a suitable candidate; • Tony Baldry has retired from his role as Non-Executive Director; and • Melvyn Segal has joined the Board as Executive Director. A summary of the terms of his appointment will be set out in the Circular. Further details of Messers David Kleeman and Melvyn Segal (the 'New Directors') are set out in the Appendix to this announcement. Option Agreements Subject to Shareholder approval, the Board has entered into the Option Agreements with the New Directors. The principal features of the Option Agreements are: (a) options over 100,000 Ordinary Shares and 80,000 Ordinary Shares will be granted to Mr Kleeman and Mr Segal, respectively (the 'Options'); (b) the option exercise price will be 23 pence per Ordinary Share; and (c) there will be no restrictions on the exercise of the Options, except that they cannot be exercised within 12 months of the date of grant. The Options do not lapse on either New Director ceasing to be a director of the Company. The Option Agreements include standard anti-dilution provisions. Trading Update and Board Review The Lear project review discussions have now been postponed until the New Year and a meeting with senior Michelin management at Michelin's headquarters to discuss progress has been provisionally booked for the end of January 2008. Meanwhile, the Company continues to work closely with Honeywell International Inc., particularly on torque application projects. On 12 November 2007, Honeywell's Automation and Control Solutions Division published a document for its Investor Meeting in which the Company's pressure and torque technologies featured prominently as 'step-out' technologies for industrial and transportation applications. The Directors continue to speak to another prospective licensee in relation to pressure and torque surface acoustic wave devices, although no legal documents have yet been agreed. The Board, as reconstituted, intends to review the Company's existing strategy, and to consider the various means of securing, in the shorter term, a consistent and growing stream of revenue generation. In the light of this, early consideration will be given to the allocation of board responsibilities, reporting methods and authorisations. An indication of the initial outcome of the Board's review will be provided when the 2007 results are announced. Noble & Company Limited Noble & Company Limited ('Noble') has today provided the Board with notice of its intention to step down as nominated adviser and broker to the Company, which will become effective at a date to be agreed between Noble and the Company. The Company is currently discussing with another nominated adviser its appointment to the Company. Circular A circular (the 'Circular') providing further details of these subscriptions, the board changes and Options to be granted to the New Directors and convening a general meeting will be sent to shareholders in the next few days. In the Circular, the Directors intend to recommend to shareholders to vote in favour of the resolutions required to implement the subscriptions and grant the Options to the New Directors. Enquiries: Transense Technologies plc (David Kleeman) 020 7430 9329 / 07 973 988 018 Noble & Company Limited (John Llewellyn-Lloyd / Graeme Bayley) 020 7763 2200 APPENDIX Background of the New Directors David Kleeman David George Kleeman (65) is Chairman of Fayrewood plc, an AIM-listed company, and of ComputerLinks AG, which is listed on the Frankfurt Stock Exchange. He was a solicitor in private practice for seventeen years, specialising in corporate finance. Since 1985, he has been a professional investor and has provided funding to a number of companies in a variety of industries. He holds consultancies and directorships in both public and private companies and has held several Government appointments, including chairman of a Health Authority, a Board Member and later Deputy Chairman of NHS Logistics, and a Board Member of the Housing Corporation for eight years. Mr Kleeman holds or has held the following directorships and partnerships within the five years prior to the date of this announcement: Current directorships/partnerships Previous directorships/partnerships Banque Magnetique SA (France) Audient plc Beyond Technologies Limited (Israel) DPA Investments plc CCR Data Limited Elevate East Lancashire Limited ComputerLinks AG (Germany) Expotus Limited Daman Financial Services Limited The Stag and Huntsman Inn Limited Fayrewood Holdings Limited The Vitae Group Limited Fayrewood Overseas Holdings BV Sauce Organics Limited Fayrewood plc Genesis Housing Group Limited JPL Portfolio Management Limited Michelangelo Recruitment Services Limited Michelangelo Search Limited Vitae Search Limited Wordbank Limited Zycko Limited Melvyn Segal Melvyn Segal (53) qualified as a Chartered Accountant in 1979. He is currently a partner at Arram Berlyn Gardner, a firm of Chartered Accountants, and is currently responsible for the firm's finances, the partnership taxation and assisting with client development. Prior to this, he was an assistant manager at BDO Stoy Hayward. Mr Segal was also a Director of ABG Financial Management Limited until 2005, when he was involved in the sale of this company to AIM-listed First Artists plc. Mr Segal is Non-Executive Financial Director at Impex Lighting Limited, a lighting distribution business. His role includes identifying acquisitions and managing the process. He is also involved in various charitable causes, including holding the role of Honorary Treasurer of FHU Charity, which has over £20 million in funds. Mr Segal holds or has held the following directorships and partnerships within the five years prior to the date of this announcement: Current directorships/partnerships Previous directorships/partnerships Arram Berlyn Gardner ABG Corporate Finance Ltd Bodafose Limited ABG Marketing Consultancy Ltd Impex (Glassware) Limited Arram Berlyn Gardner LLP Impex Lighting Limited Optimal Wealth Management Ltd Smithbrook Limited (formerly ABG Financial Totalbroad Limited Management Limited) This is Another Company plc Neither of the New Directors: (i) has any unspent convictions in relation to indictable offences; (ii) has been made bankrupt or has made an individual voluntary arrangement with creditors or suffered the appointment of a receiver over any of his assets; (iii) has been a director of any company which, whilst he was such a director or within 12 months after his ceasing to be such a director, was put into receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with the company's creditors generally or with any class of creditors of any company or had an administrator or an administrative or other receiver appointed; (iv) has been a partner in any partnership which, whilst he was a partner, or within 12 months after his ceasing to be a partner, was put into compulsory liquidation or had an administrator or an administrative or other receiver appointed or entered into any partnership voluntary arrangement; (v) has had an administrative or other receiver appointed in respect of any asset belonging either to him or to a partnership of which he was a partner at the time of such appointment or within the 12 months preceding such appointment; nor (vi) has received any public criticisms, official public incriminations and/or sanctions by statutory or regulatory authorities (including recognised professional bodies) or has ever been disqualified by a court from acting as a director or member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company. Neither Mr Kleeman nor any of his Connected Persons (as defined in sections 252 to 254 of the Companies Act 2006) currently has any interests in the share capital of the Company. Mr Segal, together with his Connected Persons, holds 450,000 Ordinary Shares, representing 0.78 per cent. of the existing share capital of the Company. In addition, Mr Segal has subscribed for a further 250,000 ordinary shares pursuant to the subscription. As set out above, it is proposed that Messrs Kleeman and Segal be granted the Options pursuant to the Options Agreements, subject to the approval of the necessary resolution by shareholders. This information is provided by RNS The company news service from the London Stock Exchange
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