Network Group Holdings plc (the "Company") Completion of Buy Back The Board of Network Group Holdings plc is pleased to announce that the Company
today completed the proposals set out in the circular to shareholders dated 28
November 2008.
Accordingly the following has taken place: 1) 39,928,585 ordinary shares of 0.1p each in the capital of the Company
("Ordinary Shares") have been bought back by the Company from the Original PPDG
Shareholders for between 37p and 39p per share, and cancelled.
2) The Network Group Holdings Employee Benefit Trust (the "EBT") has been
established. The Company has made a loan to the EBT of cash and shares in
Employment Services Holdings Pty Ltd, which has been used by the EBT to acquire
6,500,000 Ordinary Shares from Tim Watts. The EBT now holds 6,500,000 Ordinary
Shares, which represents approximately 9.9 per cent. of the Company's total
issued share capital.
3) The anti-embarrassment obligation created by the PPDG acquisition agreement
to buy back a maximum of 46,428,585 Ordinary Shares from the Original PPDG
Shareholders has been fully discharged by the events described above.
As a result of these events, and in conformity with the Financial Services
Authority's Disclosure and Transparency Rules, the Company gives notice that
its voting capital consists of 65,537,284 Ordinary Shares of 0.1p each, with a
total nominal value of £65,537.28.
As the Company does not hold any ordinary shares in Treasury, its total number
of voting rights equals its capital. Under the trust deed establishing the EBT,
the trustees have undertaken to abstain from voting any shares held in the
trust fund, which currently holds 6,500,000 Ordinary Shares, however these
shares still carry voting rights, and have been included in the total voting
rights figure quoted above.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FSA's
Disclosure and Transparency Rules.
For further information please contact: Network Group Holdings plc 01676 525 000
Christopher Ross, Chairman
www.networkgroupholdings.co.uk
Nominated Adviser 020 7492 4777
Dowgate Capital Advisers Limited
Tony Rawlinson / Simon Sacerdoti END
|