Cancellation of AIM admission
Advanced Smartcard Technologies plc
31 July 2007
Advanced Smartcard Technologies plc ("AST" or the "Company")
Change in Directorate, Issue of New Shares and Cancellation of Admission to AIM
1 Directorate change
The Company announces that pursuant to the recommended cash offer by Trainline
Investments Holdings Limited ("Trainline") to acquire the entire issued and to
be issued share capital of AST, other than AST shares already owned by Trainline
or contracted to be acquired by Trainline (the "Offer") having today been
declared unconditional in all respects:
i. Alan Tomlin, Chief Executive of Trainline, and Jon Mitchell,
Trainline's Finance Director, have been appointed directors of AST with
immediate effect;
ii. Thomas Doyle will resign as a director of AST with effect from 2
August 2007; and
iii. Stephen Naylor has resigned as a director of AST with immediate effect.
Alan Chris Tomlin, age 46, was appointed Chief Executive Officer to Trainline in
July 2006 having been Chief Executive Officer of Trainline Holdings Limited
since March 2002. Alan was formerly Group Finance Director of Virgin Rail Group
Limited responsible for all financial aspects relating to that group.
Alan is currently a director of the following companies:
Trainline Investments Holdings Limited
Trainline Junior Mezz Limited
Trainline Group Investments Limited
Trainline Holdings Limited
Trainline.com Limited
Qjump Limited
Trainline Rail Enquiry Services Limited
Trainline Short Breaks Limited
Jonathan Michael Mitchell, age 36, was appointed Group Finance Director to
Trainline and Trainline Holdings Limited in July 2004 having previously worked
at Virgin Management Limited as an investment manager from November 2000.
Jonathan qualified as a chartered accountant with Grant Thornton Chartered
Accountants in December 1996.
Jonathan is currently a director of the following companies:
Trainline Investments Holdings Limited
Trainline Junior Mezz Limited
Trainline Group Investments Limited
Trainline Holdings Limited
Trainline.com Limited
Qjump Limited
Trainline Short Breaks Limited
75-79 York Street Limited
Trainline Rail Enquiry Services Limited
There are no further disclosures required in accordance with Schedule Two,
paragraph (g) of the AIM Rules for Companies.
2 Issue of new AST shares and total voting rights
The Company announces that, on 30 July 2007, a total of 17,981,818 ordinary
shares of £0.0003 each in the capital of the Company ("Ordinary Shares") were
issued and allotted to optionholders following the exercise of share options
pursuant to the terms of the relevant AST share incentive schemes.
Pursuant to the exercise of options, the following Ordinary Shares were issued
and allotted to directors of the Company, who, at the time of issue of the
shares, were each legally and beneficially entitled to the shares:
Name Ordinary Shares New Shareholding % holding
David Braddock 1,784,717 34,579,265 13.4%
Thomas Doyle 1,166,666 3,597,687 1.4%
Barry Hochfield 1,166,666 32,443,372 12.6%
Stephen Naylor 1,166,666 32,443,372 13.6%
Of the total of 1,784,717 Ordinary Shares issued and allotted to David Braddock
the exercise price was 3.7 pence per share in respect of a total of 1,166,666
Ordinary Shares, and 0.65 pence per share in respect of a total 618,051 Ordinary
Shares.
In relation to the 1,166,666 Ordinary Shares issued and allotted to each of
Thomas Doyle, Barry Hochfield and Stephen Naylor the exercise price was 3.7
pence per share.
Application has been made for the Ordinary Shares to be admitted to trading on
AIM and dealings are expected to commence on 6 August 2007. Following admission,
the Company will have 257,781,870 Ordinary Shares in issue.
3 Cancellation of admission
The Company also announces that it has made application for the cancellation of
admission of the Company's Ordinary Shares to AIM with effect from 7.00 a.m. on
8 August 2007.
This application for cancellation has been made following Trainline's
announcement today of the Offer being declared wholly unconditional and of its
intention to commence the compulsory acquisition procedure under sections 974 to
991 of the Companies Act 2006 for those shares in the Company in relation to
which it has not received acceptances of the Offer.
Enquiries
New Boathouse Capital 020 7471 3770
Colin La Fontaine Jackson
WH Ireland Limited
David Youngman 0161 832 2174
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