Notice of EGM

Synchronica PLC 26 October 2007 26 October 2007 Synchronica plc ("Synchronica" or "the Company") Notification of Extraordinary General Meeting The Board of Synchronica plc, (AIM: SYNC.LN), the mobile synchronisation and device management company, announces that it has informed shareholders of its intention to convene an Extraordinary General Meeting of the Company. Over the past three months, Synchronica has made significant operational progress towards becoming a leading mobile software vendor, and has signed breakthrough deals with blue-chip customers for both of our product lines, Mobile Gateway and the Mobile Manager Suite. The commercial achievements documented over the last few months represent important steps towards Synchronica's successful future. The Board is confident that the Company is well-positioned to build on this significant momentum and sign further similar contracts. Having reviewed the Company's financial position, however, the Board has concluded that to take best possible advantage of the promising market opportunity, to pursue further contracts, and to put in place the resources necessary to service them, Synchronica must strengthen its financial position. The Board has therefore reached agreement with an institutional investor which contemplates the issue of 30,000,000 new Ordinary Shares, at 6.25p per share by the Company (representing 27.2% of the Company's issued share capital) for a consideration of £1,875,000. In addition, the Company will enter into an equity swap with this investor to retain, over the next twenty four months, much of the economic value of the shares issued, allowing the Company to participate in the upside of our own shares. Should the share price of the Company rise above the reference price of 8.33p per Ordinary Share in the coming twenty four months, the Company will receive more than £1,875,000 in consideration. There is no upper limit placed upon the consideration receivable. Should the share price fall over that period, the Company will receive less than £1,875,000. In no case would a decline in our share price result in any increase in the number of shares received by the investor or any other advantage accruing to the investor. The direct costs, legal and due diligence fees, of this fund raising are approximately £60,000. In addition, the Board has concluded that it would also be prudent to have the flexibility to raise additional funds through the issue of further shares. Furthermore, the Board wishes to continue to use share options to retain and incentivise key management across all companies within our group, including those who fall outside the Company's existing UK-centric Share Option Scheme and those for whom the limits of the existing Share Option Scheme have been reached. Therefore, the Board proposes to adopt the Synchronica plc Global Share Option Plan (the "New Scheme"), which will enable the Board to grant share options to all employees of the group, including overseas employees, on a discretionary basis and on terms broadly similar to those under the existing Share Option Scheme. Options can be granted at any time subject to any applicable securities laws. The exercise price for share Options will be the market value of the shares on the date of grant. Vesting criteria will be set, which must be met before an Option can be exercised, and which criteria can vary between recipients. Performance conditions can be attached to the exercise of Options. No payment is required for the grant of the Option. A dilution limit of 10% of issued share capital as it exists from time to time across all employee share plans operated by the Company will be included. In order to enable the Company to finalise the arrangements with the institutional investor and to have the ability to take advantage of appropriate market conditions for any further issues of shares without the need to seek further shareholder consent at such time, the Board is therefore seeking the consent of shareholders now for the Resolutions to be proposed at an Extraordinary General Meeting of the Company which has been convened for 10.00 a.m. on Monday 19th November 2007 at the offices of Simmons & Simmons, CityPoint, One Ropemaker Street, London EC2Y 9SS. Copies of the Notice of EGM sent out to shareholders are available at the Company's registered office. Carsten Brinkschulte, CEO of Synchronica said: "The breakthrough deals we have signed in recent months are a ringing endorsement of our strategy and our products. Synchronica now has a very strong position in the mobile services market, and we are well placed to build on our recent success. With the continued backing of our shareholders we believe can now drive the Company forward and deliver long term value to them." Enquiries: Synchronica plc Carsten Brinkschulte, CEO +44 (0) 1892 552 799 +44 (0) 7977 256 406 Angus Dent, CFO +44 (0) 1892 552 760 +44 (0) 7977 256 347 Seymour Pierce David Newton +44 (0) 20 7107 8000 Parimal Kumar +44 (0) 20 7107 8000 Corfin Communications Ben Hunt, Harry Chathli +44 (0) 20 7977 0020 About Synchronica Synchronica plc develops and markets industry standard synchronisation and device management solutions for mobile operators, device manufacturers, and enterprises. Its product portfolio ranges from data synchronization (DS) to device management (DM) and firmware update over the air (FOTA). Products include the mobile device management suite Mobile Manager and the Push Email and synchronization solution Mobile Gateway. Headquartered in the UK with a development centre in Germany, and offices in Hong Kong, US and Dubai. Synchronica plc is a public company traded on the AIM list of the London Stock Exchange (SYNC.LN). More information is available at www.synchronica.com. This information is provided by RNS The company news service from the London Stock Exchange
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