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Digital Learning Marketplace p (ARGP)

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Friday 02 November, 2012

Digital Learning Marketplace p

Digital Learning Marketplace plc : Shareholder ...

Digital Learning Marketplace plc : Shareholder Update and Suspension

2 November 2012

("DLM" or the "Company")

Shareholder update and Suspension

As set out in the announcement dated 8 October 2012, the board of DLM ("Board") has been considering a range of options to maintain and grow shareholder value, against a background of extremely difficult and fragile Company finances. While the Board is working on a number of proposals, as set out below, which could, if implemented, provide the Board with clarification on the financial position of the Company there is currently no certainty that the Board will be able to implement such proposals.  As a result of this uncertainty the Board is seeking a suspension.

In order for the Company to eliminate the Company's indebtedness and have sufficient working capital to continue to operate as a solvent entity the Company must be in a position to implement a Company Voluntary Arrangement within four weeks, the terms of which are currently under negotiation.    

Further to the announcement made on 8 October 2012, when the Board announced it planned to raise £250,000 through a placing of zero coupon, unsecured convertible loan notes and dispose of all assets and liabilities to the Company's shareholders as well as the adoption of a new investment strategy and change of name to Shidu Group Plc, a number of potential buyers have expressed an interest in acquiring the operating subsidiaries of DLM and the Board is currently considering each proposal.  As a result of these expressions of interest, it is likely that the operating subsidiaries of DLM will be sold to a third party as opposed to being transferred to a new private company which would be owned by the existing shareholders of DLM, while still retaining their ordinary shares of 0.01 pence each ("Ordinary Shares").

Discussions are continuing, an announcement will be made when a contract has been signed and a circular sent to shareholders seeking consent for the disposal in line with AIM Rule 15.

In addition to a number of the Company's dormant subsidiaries, DLM Products Ltd, DLM Consulting Services Ltd and PixeLearning Ltd, operating subsidiaries which have not attracted interest from buyers, will be liquidated and Intellego Knowledge Solutions Ltd closed.

In conjunction with holding discussions regarding a sale of the operating subsidiaries of DLM, the Board is also determining an appropriate investing policy for the remaining AIM quoted vehicle.  To this end, discussions are continuing with the clients of Peterhouse Corporate Finance as set out in the announcement dated 8 October 2012.

In view of the uncertainties in relation to the operational and financial condition of the Company, the Board has requested that trading in the Ordinary Shares of the Company be suspended until such time as the outcome of the aforementioned discussions can be clarified.

The Board will keep shareholders informed of progress in relation to the discussions outlined above and when appropriate a circular will be sent to shareholders and, if appropriate, to creditors of the Company convening a general meeting.

In this interregnum both Angus Forrest and Bruce Leith are acting as executive directors of the Company.

For further information, please contact:

Digital Learning Marketplace Plc                       Tel: 020 7408 4720

Angus Forrest

Beaumont Cornish Limited (NOMAD)               Tel: 020 7628 3396

Roland Cornish / Emily Staples

Peterhouse Corporate Finance                        Tel: 020 7469 0935

Jon Levinson / Peter Greensmith

Northland Capital Partners Limited (Broker)     Tel: 020 7796 8800

Tim Metcalfe

Leander (Financial PR)                    Tel: 07795 168157

Christian Taylor-Wilkinson

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Digital Learning Marketplace plc via Thomson Reuters ONE


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