8 September 2014
Talent Group PLC
("Talent" or the "Company" or the "Group)
Result of Meetings
Further to the announcement dated 12 August 2014, the Company announces that at
the annual general meeting and the general meeting of the Company held earlier
today, all resolutions were duly passed, including the resolution to effect a
capital reorganisation on the following basis:
a. the Existing Ordinary Shares of 1p each will be consolidated into ordinary
shares of 13p each at a ratio of 13 Existing Ordinary Shares for every 1
new ordinary share of 13p each; and
b. each of the new ordinary shares of 13p each will then be subdivided into
and reclassified as one New Ordinary Share (being an ordinary share in the
capital of the Company with a nominal value of 0.1p each) and one New
Deferred Share (being a B deferred share in the capital of the Company of
12.9p nominal value).
The necessary resolutions granting authorities to the Company to allot and
disapply pre-emption rights were passed, including those permitting the
authority to allot 1,694,911 New Ordinary Shares (with 1,694,911 Subscription
Warrants attached) in accordance with the Subscription to raise £50,000.
In addition, the resolutions also approved, amongst other things: the disposals
of Talent South and Talent Holdings; the new Investing Policy; and the change
of name to Guscio PLC. Application will shortly be made to the Stock Exchange
for the change of name to Guscio PLC and change of ticker from TTV to GUSC.
This is expected to occur on 10 September 2014.
For the purposes of AIM Rule 26 the Company's website address will be changed
to www.Guscioplc.com upon Admission.
It is expected that Admission will become effective and dealings in the
Enlarged Issued Ordinary Share Capital will commence on 9 September 2014.
Following the Subscription and Admission, the Company will have 3,384,163 New
Ordinary Shares in issue and admitted to trading on AIM.
Board changes
Following Admission, Marcus Yeoman will join the Board. Terry Bate has resigned
from the board as has Kate Beal, Stephen Callen, George Kynoch and Bob Benton.
Tony Humphreys will remain on the Board. Following Admission, the New Board
will consist of Tony Humphreys and Marcus Yeoman.
Marcus Yeoman (proposed Director), aged 51, is a non-Executive Director of
Reach4entertainment Enterprises Plc, 1 Spatial Plc and Enables IT PLC. He is
also a non-executive director of a number of private companies which have
engaged him principally to assist them with their growth strategies. His early
career started with the formation of three companies in IT infrastructure and
distribution, after which he moved into small company broking and corporate
work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited.
In 2003, Marcus established Springtime Consultants Ltd and has been acting as a
consultant or non-executive director to a number of listed companies and SME
ventures.
Further details in relation to Marcus Yeoman are set out below.
The definitions used in this announcement as the same as those set out in the
announcement dated 12 August 2014.
FURTHER ENQUIRIES
Talent Group PLC
Tony Humphreys (Managing Director) 020 3053 1897
Sanlam Securities UK Limited
Simon Clements / Virginia Bull 020 7628 2200
Under Schedule 2, paragraph (g) of the AIM Rules, the following information is
disclosed:
Mr Marcus Yeoman, aged 51, has been a director and partner of the following
companies and partnerships in the last five years:
Current directorships/partnerships Past directorships/partnerships
Springtime Consultants Limited Secora Limited
Storyboard Assets plc South American Mineral Exploration
Limited
1Spacial plc
Wealth rapport Limited
Reach4Entertainment Enterprises plc
Green Growth Capital plc
Enables IT Group plc
PB1234 Limited
R4E Limited
Ness Trade Limited
Metal Pig Limited
CC123 Limited
One Line Films Limited
Milamber Ventures plc
Concha plc
The Big Yum Limited
Crumpet Cashmere Limited
Frontier IP Group plc
Diamond Lifestyle Holdings plc
Powamatique Limited
Enables IT Limited
Starnevesse Limited
Agent Morton Limited
Twin Flame Media Limited
Mr Yeoman was a director of Westgolf (UK) Limited until 30 November 2002.
Westgolf Limited was dissolved on 3 August with a deficiency to creditors of £
938,267.
Mr Yeoman currently holds 125,000 Ordinary Shares in the Company, equivalent to
0.57 per cent of its issued share capital. Following Admission, Mr Yeoman will
hold 179,106 New Ordinary Shares in the Company, equivalent to 5.29 per cent of
the Enlarged Issued Share Capital. In addition, from Admission Mr Yeoman will
also hold 507,907 Warrants over New Ordinary Shares in the Company.
Mr Yeoman has confirmed that there is no additional information to be disclosed
in accordance with Schedule 2, paragraph (g) of the AIM rules.
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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