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Universe Grp. (UNG)

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Friday 05 January, 2007

Universe Grp.

Directorate Change

Universe Group PLC
05 January 2007

5 January 2007


                               Universe Group PLC
                         ('Universe' or the 'Company')


                 Announcement of Board changes, trading update,
          proposed sale of the Bureau de Change business in Paris and
                             Placing of New Shares




The Company announced on 17 November 2006 that the Board was undertaking a
strategic review.  As part of that review, the Board today announces:


• that John Scholes has been appointed to the Board as Non-Executive
  Chairman and that Paul Cooper has become Chief Executive.  Ray Mackie has
  stepped down as Chairman and Chief Executive, but will remain a Non-Executive
  Director and significant shareholder of the Company. Today's Board changes are
  effective immediately;


• a trading update for the year to 31 December 2006;


• the proposed sale of Bellword Sarl ('Bellword'), the Company's subsidiary 
  that operates the Company's Bureau de Change business in Paris; and


• that it is undertaking a placing of new ordinary shares to raise up to
  £360,000 (the 'Placing').



Both the sale of Bellword and the Placing will be subject to approval by the
Company's shareholders at an EGM which is expected to be held on 22 January
2007.



The strategic review continues with respect to the remainder of the Universe
business.



Board Appointments


John Scholes, aged 52, is Chairman and Chief Executive of The Catalyst Group
International Limited, a privately owned business providing corporate
development advisory services to companies across the technology industry from
its offices in the UK, USA, France and Germany.  He has been closely involved in
advising the boards of many businesses in the last ten years, and has been
working with the Board of Universe on its strategic review.  The Company
confirms that no other details are required to be disclosed under paragraph (g)
of Schedule 2 of the AIM Rules.

Paul Cooper was appointed as a Non-Executive Director of Universe on 8 September
2006.  He has been working closely with Ray Mackie and the rest of the Universe
executive management team since joining the Board.  Paul is a Director of
EMDigital Limited, a linear motor design and manufacturing business.  Paul has
held a number of Managing Director and Finance Director positions during his
extensive career, including the role of Group Managing Director at Blazepoint
Group Plc from June 2000 to March 2003.



Trading Update



The Board confirms that trading for the year to 31 December 2006 is
satisfactory.  However, as a direct result of a major software sale which had
been expected to be invoiced in December 2006 but which has been deferred, to
the first quarter of 2007, revenue and operating profit for the year to 31
December 2006 will be lower than had been anticipated, although there will be a
corresponding increase in the current year.


Sale of Bellword


Bellword is to be sold by Bellword Limited, a wholly owned subsidiary of
Universe, to Prime Bureau Limited ('Prime Bureau'), a company formed for the
purpose of acquiring Bellword.  Ray Mackie is an investor and will be a 49%
shareholder in Prime Bureau at completion of purchase of Bellword by Prime
Bureau.



Under the terms of the Bellword sale, Prime Bureau is to acquire the entire
share capital of Bellword for an initial cash consideration of £500,000 of which
£154,000 will be used to repay the loan due from the Company to Ray Mackie.
Prime Bureau will also pay up to a further three annual cash payments dependent
upon the profitability of Bellword in each of the next three years to 31
December 2007, 2008 and 2009.



Bellword comprises seven Bureaux de Change, all based in Paris.  In the year to
December 2005 the business achieved revenues of £1,044,000 and made an operating
profit of £72,000.  Bellword had net assets as at 31 December 2005 of
£1,379,000.  Included in this figure is £1,519,000 representing the net
leasehold premium of the French bureaux de change properties.  All numbers are
under French GAAP.



Ray Mackie has stepped down as Chairman and Chief Executive of Universe but will
remain a Non-Executive director of the Company.  The participation of Ray Mackie
in the disposal of Bellword is a related party transaction for the purposes of
the AIM Rules.  The Directors, with the exception of Ray Mackie who is involved
in the transaction, having consulted with the Company's Nominated Adviser,
Charles Stanley Securities, consider the terms of the sale of Bellword to be
fair and reasonable insofar as Shareholders are concerned.  Under section 320 of
the Companies Act 1985 Bellword Limited, as seller, and Universe, as the holding
company of Bellword Limited, are required to obtain approval for the sale of
Bellword by shareholders in general meeting.  Notice of an Extraordinary General
Meeting of Universe, which is expected to be held at 10.00 am on Monday 22
January 2007 has today been sent to shareholders.




Placing



The Board announces that it is seeking to raise up to £360,000  through the
placing of new ordinary shares with certain institutional shareholders.  The
terms of the Placing are being finalised and details are expected to be
announced shortly.  The proceeds of the Placing, being approximately £335,000
after expenses, and the initial cash consideration from the disposal, after
repayment of the £154,000 loan to Ray Mackie, will be used to pay off entirely
the Company's overdraft, which currently stands at £463,000. The remainder will
be used for the Company's working capital requirements.




Commenting on the developments Paul Cooper said: 'On behalf of the Board I thank
Ray Mackie for his contribution to Universe since its inception in 2000, and
look forward to continuing to work with him in his Non-Executive capacity as we
move the Company forwards. The new Board expects to complete its strategic
review during the first quarter and will make further announcements at the
appropriate time.'



                                    --ends--

For Further Information:

Universe Group plc                        023 8068 9510
John Scholes, Chairman
Paul Cooper Chief Executive


Charles Stanley Securities                020 7149 6000
Russell Cook


Bishopsgate Communications Ltd            020 7562 3350
Dominic Barretto
Fran Read




                      This information is provided by RNS
            The company news service from the London Stock Exchange