For Immediate Release 3 July 2009
IN HOUSE GROUP PLC ("In House" or the "Company")
REFINANCING
ISSUE OF SHARES
APPOINTMENT OF NEW DIRECTOR
The Company announces that, today, it has concluded refinancing arrangements
for the Company and has made arrangements with its longstanding creditors for
settlement of the debts through the issue of the Company's Ordinary Shares and
cash settlement over time.
The Company also proposes to put a proposed Share Consolidation to Shareholders
on the expected basis of a 1000:1 consolidation in order to bring the number of
Ordinary Shares in issue into line with the Company's size. This will be sent
to Shareholders as soon as practical and no later than 31 July 2009. In
addition this Circular will include a proposed issue of warrants to the
Directors which will remain subject to Shareholder approval.
PLACING
The Company has agreed private placements of new Ordinary Shares of 0.001p
("Ordinary Shares") totalling £443,000 that will be settled over the next 5
months with the first tranche of £51,350 having been received and 489,047,619
Ordinary Shares issued at 0.0105p per share, being a 65% discount on the
current bid price, as a result. The remaining tranches will also result in
Ordinary Shares being issued at a 65% discount on the bid price on the preset
dates of settlement (within a collar price of 0.007p and a cap price of
0.014p). The appropriate announcements will be made after each settlement date
and subsequent share issue. In addition, the placees have also been granted
warrants on a one for one basis, priced at the same price as the shares to
which they relate, exercisable at any date up to 30 June 2012. These funds will
be used to settle outstanding creditors, provide additional working capital and
finance upgrades to some of the Group's property stock to enhance its rental
yield and realisable value.
SETTLEMENT OF CREDITORS
In addition, the Company has issued 138,013,467 shares at 0.03p per share in
settlement of Company debts totalling £41,404. As part of this Creditor
settlement, the Company has issued 40,000,000 new Ordinary Shares to Aryeh
Ehrentreu, currently a substantial shareholder holding 29.39% of the shares in
issue prior to these latest issues. Under the AIM Rules this is a Related Party
Transaction and, as such, the Directors having consulted the Company's
Nominated Adviser, consider this share issue fair and reasonable so far as
Shareholders are concerned.
The Company has agreed to issue a further 535,000,000 shares at 0.02p and pay £
60,000 in settlement of other Company debts totalling £167,000 relating to a
claim made by four investors in a property investment scheme managed by
Merseybank Limited, a wholly owned subsidiary of the Company.
As a consequence of these share issues Tahir Khaliq will hold 3.52% of the
shares in the Company being 190,476,190 Ordinary Shares and Graf Commercial
Services Limited, a company controlled by Mr Aryeh Ehrentreu, will increase its
holding to 1,290,000,000 Ordinary Shares representing a shareholding of 23.82%,
of the Company's then issued share capital.
Application has been made for the 1,162,061,086 new Ordinary Shares, which will
rank pari passu with the existing Ordinary Shares, to be admitted to trading on
AIM and trading is expected to commence on 10 July 2009. As a result the
Company's enlarged issued share capital will be 5,415,242,294 Ordinary Shares.
In addition, the Company intends to obtain Shareholder approval to issue
Ordinary Shares in settlement of amounts due to Directors. The amounts owed are
£12,333 to David Meddings, £10,682 to John Ferree, £25,169 due to a company
owned by Marcus Cassidy, and £2,769 due to a company of which Alistair Hollows
is a shareholder and director. The Company also intends to obtain Shareholder
approval to issue 374,165,000 warrants exercisable at 0.04p (£149,666) to
Marcus Cassidy (238,665,000 warrants), Alistair Hollows (121,250,000 warrants)
and two members of staff in settlement of their outstanding salaries due over
the past year. At the same time the Company proposes to put a proposed Share
Consolidation to Shareholders on the expected basis of a 1000:1 consolidation
in order to bring the number of Ordinary Shares in issue into line with the
Company's size. This will be sent to Shareholders as soon as practical and no
later than 31 July 2009.
BOARD CHANGE
The Company also announces the resignation of Alistair Hollows as Finance
Director of the Company with immediate effect. Alistair's current shareholding
in the Company is 3,125,000 Ordinary Shares. As a result, the Company has
appointed Joanne Sarah Gordon, ACMA, (36) as the new Finance Director of the
Company. Joanne comes to In House Group with 15 years of strategy and financial
control experience, most recently as a Financial Controller a FTSE 250 listed
company where, for 7 years, she managed over 40 staff in the areas of Financial
Accounting, Financial Operations, Cash and Banking, Credit Control and Payroll.
She has two current directorships, Charwind Limited and Seymour Capital
Investments Limited, and has had no previous directorships in the last five
years. There is no further information to be disclosed under the AIM Rules in
relation to the appointed of Joanne.
The board would like to thank Alistair for his work for the company over the
last three years and look forward to working with Joanne on the next stage of
the development of the company.
LOAN FINANCE UPDATE
The Company confirms that the loan finance facility with the Dunfermline
Building Society is now being administered by KPMG, the Special Administrators
to the Dunfermline Building Society. The Company understands from KPMG that its
current financing arrangements continue to operate on normal terms (the first
tranche of this debt matures in August 2010).
Contact: Marcus Cassidy, In House Group Plc on 0845 061 9999
mcassidy@ihgroup.co.uk
Roland Cornish, Beaumont Cornish Limited,
0207 628 3396
Sergio Pani, Ulysses Communications & Promotions on 0845 345 2705
sergio@ulyssesmarketing.com
END
IN HOUSE GROUP PLC
