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Otium Ventures PLC (OTV)

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Tuesday 12 October, 2010

Otium Ventures PLC

Change in Adviser, Restructur

RNS Number : 2189U
Otium Ventures PLC
12 October 2010

12 October 2010

Otium Ventures Plc

("Otium" or the "Company")

Appointment of Nominated Adviser and Broker

Financial Restructuring

Board Changes


Otium is pleased to announce that it has appointed Daniel Stewart & Company ("Daniel Stewart") to act as its nominated adviser and broker with immediate effect.

The Company is also pleased to announce it is in advanced negotiations in respect of an injection of up to £225,000 which will enable the Company to clear certain outstanding liabilities, discharge the creditors voluntary arrangement agreed in May of this year ("CVA") and provide sufficient working capital for the foreseeable future.  The agreement would also include the conversion into equity of the Palmdale debt, with the exception of £200,000 which would become a 1 year convertible loan.

Under the proposed terms, the £225,000 would be injected by way of a convertible loan which, if converted in full, would represent approximately 72.5% of the Company's enlarged share capital.  This equates to a share price of approximately 0.04p.  This will require both a waiver of Rule 9 of the City Code on Takeovers and Mergers and also the approval of shareholders for a capital reorganisation to reduce the nominal value of the Company's ordinary shares.  As such the capital injection is conditional on the approval of Otium's shareholders at a general meeting to be convened as soon as possible. Shareholders should be aware that should approval not be forthcoming then the Company would not have sufficient funds to discharge the CVA and may need to commence liquidation proceedings.

Shareholders should note that there is no guarantee that the negotiations will be successfully completed and that in this event the Company's future will be highly uncertain.  In particular, Daniel Stewart's continuing appointment is conditional upon the Company successfully completing the current discussions.

Given that the Company's future is conditional upon both finalising the current negotiations and the approval of its shareholders for the proposals, trading in the Company's shares will remain suspended until after the required general meeting has been held.  Shareholders should also be aware that a further suspension from trading in the Company's shares will be effective at 8.00am on 15 November 2010 under Rule 15 of the AIM Rules for Companies, being 12 months since the agreement to dispose of its operations. Should the proposed general meeting not have been held before that date, the existing suspension of trading will continue.

The Company expects to post the circular to its shareholders in the next few days together with the announcement of its interim results.

The Company also announces that Leonard Russell, non-executive chairman, has resigned as a director of the Company with immediate effect.  The Board would like to thank him for all the support to date.

For further information please contact:

Otium Ventures Plc

Paul Seakens

020 3005 9924


Alexander Lubin





Daniel Stewart & Company Plc

Antony Legge

020 7776 6550


Oliver Rigby



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