Minorplanet Systems Agreement

ITIS Holdings PLC 20 January 2004 20 January 2004 AGREEMENTS WITH MINORPLANET SYSTEMS PLC ITIS Holdings plc ('ITIS' or the 'Company') Minorplanet Systems plc ('Minorplanet') The directors of ITIS (the 'Directors) today announce that ITIS and Minorplanet have reached an agreement (the 'Settlement Agreement') which terminates Minorplanet's current trading relationship with NavTrak, the stolen vehicle tracking business. Pursuant to the Settlement Agreement, ITIS has been granted an irrevocable licence (at no ongoing cost) to all the manufacturing rights of the in vehicle hardware associated with the NavTrak product (known as the AEM 4000) which was previously supplied by Minorplanet. Both ITIS and Minorplanet will also be released from their respective restrictive covenants governing their current relationship, and in return ITIS will receive consideration of £435,443. In addition, the Directors announce that ITIS is proposing to enter into a further agreement with Minorplanet (the 'Share Purchase Agreement') whereby ITIS will purchase from Minorplanet 2,177,215 ordinary shares of 2p, each, in ITIS (' Ordinary Shares') (the 'Shares') at a price of 20p per Share, being in aggregate £435,443. The Directors intend that the Shares will be held as treasury stock. In respect of the balance of its holding of 1,500,000 Ordinary Shares, Minorplanet has undertaken to effect any disposal whilst maintaining an orderly market in these Shares. The entering by ITIS into the Share Purchase Agreement is subject to prior approval by ITIS shareholders of a resolution to be proposed at an Extraordinary General Meeting of ITIS (the 'EGM') which authorises the Directors to undertake the off-market purchase of the Shares. In line with common market practice, an additional resolution is to be proposed at the EGM to grant the Directors a general power to buy in additional Ordinary Shares on an on-market basis. The EGM is to be convened for 10.30 am on 12 February 2004 at the offices of ITIS, Station House, Stamford New Road, Altrincham, Cheshire WA14 1EP. A circular convening the EGM is to be sent to ITIS shareholders later today. Contacts: Stuart Marks, Chief Executive, ITIS Holdings PLC - 0161 927 3602 Ginny Pulbrook / Ged Brumby Citigate Dewe Rogerson - 020 7282 2945 This information is provided by RNS The company news service from the London Stock Exchange
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