Correction - Placing and Offer for Subscription

Transense Technologies plc ("the Company")
2 June 2010

Announcement  to replace  RNS "Placing  and Offer  for Subscription" released at
07:05 earlier today, 2 June 2010.

Correction to the number of shares subscribed by the Directors under the Placing
and resultant percentage shareholding post Placing and Offer for Subscription.

Transense Technologies plc ('the Company')

2 June 2010

Proposed  placing of 45,288,887 new Ordinary Shares  at a price of 4.5 pence per
share  together with 1 Warrant for every  1 New Ordinary Share placed. Offer for
Subscription  of up to 11,111,111 New Ordinary Shares  at a price of 4.5 pence a
share  together with 1 Warrant for every  1 New Ordinary Share subscribed. Share
re-organisation.

Key Points

·         Hybridan has raised  £2.038 million (before expenses) by way of a
conditional placing of 45,888,887 New Ordinary Shares at the Placing Price of
4.5 pence per Placing Share with institutional investors;

·         Offer for subscription made to Eligible Shareholders of up to
11,111,111 New Ordinary Shares at the Offer Price (4.5 pence per Offer Share) to
permit Shareholders to participate in the fundraising on equivalent terms and
conditions to the Placing;

·         Each Placee and Subscriber to be issued with one Warrant for every New
Ordinary Share subscribed for in, respectively, the Placing or the Offer;

·         Each Warrant will entitle the holder to receive, upon exercise, one
Ordinary Share at an exercise price 4.5 pence;

·         Funds to be used to accelerate the pace at which Translogik addresses
opportunities and for working capital purposes.  The Board proposes investing in
further product development, developing its sales and marketing approach more
quickly, with a view to taking a leading position in the rapidly expanding tyre
management solution market;

·         Proposal to sub-divide the entire existing share capital, both issued
and to be issued, into new Ordinary Shares of 1 pence each and Deferred Shares
of 9 pence each.


EGM convened for 30 June 2010 at 11.00 a.m.


Contacts:

Transense Technologies PLC
Graham Storey    01869 238380
David Kleeman 0207 430 9329

Brewin Dolphin Corporate Advisory & Broking
Neil Baldwin     0845 213 4730

Hybridan LLP - Broker
Claire Noyce - 020 7947 4350
Max Bascombe  - 020 7947 4353

Proposed  placing of 45,288,887 new Ordinary Shares  at a price of 4.5 pence per
share  together with 1 Warrant for every  1 New Ordinary Share placed. Offer for
Subscription  of up to 11,111,111 New Ordinary Shares  at a price of 4.5 pence a
share  together with 1 Warrant for every  1 New Ordinary Share subscribed; Share
re-organisation.


The  Company is to send today to  shareholders a circular setting out details of
certain   Proposals which  are being  put to  shareholders in a General Meeting
convened   for 30 June  2010. The following  announcement contains extracts from
the letter from the Chairman, David Kleeman, contained within the Circular.


 1. Introduction


The  Company announced earlier  today that it  proposes to raise  (i) up to £0.5
million  (before expenses) by way of an  offer for subscription made to Eligible
Shareholders  of up  to 11,111,111 New  Ordinary Shares  at the Offer Price (4.5
pence  per Offer Share)  and (ii) £2.038  million (before expenses)  by way of a
conditional  placing of 45,288,887 New  Ordinary Shares at  the Placing Price of
4.5 pence  per Placing Share. The net proceeds  of the Placing and Offer will be
used to further develop the Company's strategy, in particular, to accelerate the
pace  at which  it addresses  the opportunities  arising within  Translogik, for
marketing, promotion and product development and for working capital purposes.

The  purpose  of  the  Circular  is,  amongst  other things, to provide Eligible
Shareholders with details of the Placing and Offer, to explain the background to
and  the reasons  for the  Placing and  the Offer,  why the  Board considers the
Placing and Offer will promote the success of the Company for the benefit of its
members  as a whole, and  why the Directors recommend  that Shareholders vote in
favour  of the Resolutions to be proposed at the General Meeting. As the Placing
Price  is below  that of  the nominal  value of  the Company's Existing Ordinary
Shares,  the Company  needs to  effect the  Share Reorganisation  to conduct the
Placing and Offer, and further details of that are set out at section 8 below.

 2. Background to and reasons for the Placing and Offer


At  the  end  of  April  2010, the  Company  held net cash of approximately £0.7
million.  The Board  is looking  to invest  in product  development, to increase
marketing  spend  and  to  cover  working  capital (i.e. general operational and
administrative  expenditures) to  take it  through to  cash flow  breakeven. The
Board therefore has decided to raise a minimum of £1.87 million, after expenses,
through  a placing of New Ordinary Shares with institutional investors. In order
to  give as many of its Shareholders  as possible the opportunity to participate
in the financing and to limit the dilutive effect of the Placing, the Board also
resolved to make an offer for subscription to Eligible Shareholders.

Given  that  all  the  Directors  and  certain  of  the  Company's  other  major
shareholders  are participating in the Placing,  the Board has made available up
to 11,111,111 New Ordinary Shares (with a value of £0.5 million) in the Offer.

 3. Details of the Placing


The  Company  has  conditionally  raised  £2.038m  before  expenses  through the
proposed  issue of the Placing Shares at  the Placing Price. The expenses of the
Placing  are estimated  to be  approximately £164,000.  The Placing  Shares will
represent  approximately 37.40 per cent. of  the Enlarged Ordinary Share Capital
(assuming  no take  up in  the Offer)  and approximately  34.26 per cent. of the
Enlarged  Ordinary Share Capital (assuming maximum take up under the Offer), and
in  each case  assuming that  no options  are exercised  prior to Admission. The
Placing  Price is the  same as the  closing bid price  of 4.5 pence per Existing
Ordinary  Share  on  28 May  2010, being  the  last  dealing  day  prior  to the
publication  of this announcement.  Under the Placing,  each Placee will receive
one Warrant for every Placing Share subscribed in the Placing.

Pursuant  to  the  terms  of  the  Placing  Agreement, Hybridan as broker to the
Company,  has  conditionally  agreed  to  use  reasonable  endeavours to procure
placees  for the Placing Shares  at the Placing Price.  The Placing Agreement is
conditional  upon, inter alia,  Resolutions 1, 2, 5, and 6 being  duly passed at
the General Meeting and Admission of the Placing Shares becoming effective on or
before  8.00 a.m. on 1 July 2010 (or such later date as the Company and Hybridan
may  agree, but in any event no  later than 14 July 2010). The Placing Agreement
contains provisions entitling Hybridan to terminate the Placing Agreement at any
time  prior to Admission  in certain circumstances.  If this right is exercised,
the  Placing will not proceed. The Placing  has not been underwritten and is not
subject  to claw back pursuant  to the Offer. The  Placing and the Offer are not
inter-conditional.

The  Placing Shares  will be  issued credited  as fully  paid and will rank pari
passu in all respects with the Ordinary Shares in issue at the date of Admission
and  the Offer Shares,  including the right  to receive all  dividends and other
distributions  declared on  or after  the date  on which  they are issued. It is
expected  that CREST accounts will be credited  on the day of Admission and that
share  certificates  (where  applicable)  will  be  despatched within 14 days of
Admission.

Application  will be made to the London Stock Exchange for the Placing Shares to
be  admitted  to  trading  on  AIM.  It  is  expected that Admission will become
effective  and  that  dealings  in  the  Placing  Shares will commence on AIM at
8.00am on 1 July 2010.

Details  of the  Warrants to  be issued  pursuant to  the Placing are set out in
section 5 below.

 4. Details of the Offer


The   Company   considers   it   important  that  where  reasonably  practicable
Shareholders have an opportunity to participate in the fundraising on equivalent
terms  and conditions  to the  Placing. Accordingly  the Company is proposing to
raise up to approximately £0.5 million (before expenses) by way of the Offer.

On  and subject to  the terms and  conditions of the  Offer, the Company invites
Eligible Shareholders to apply for the Offer Shares at the Offer Price.

Brewin  Dolphin believes that offering all  Eligible Shareholders the ability to
apply  for as  many shares  as they  wish in  the Offer  (subject to the maximum
amount  of the  Offer and  to a  minimum application  per Shareholder  of £450 /
10,000 Offer  Shares) allows  Shareholders who  wish to  avoid dilution of their
shareholding  to achieve this insofar as is practicable in the circumstances. In
the  event  of  applications  for  in  excess of 11,111,111 Offer Shares, Brewin
Dolphin  will  decide  on  the  basis  for  allocation, however if this scenario
occurs, preference is likely to be given to smaller Eligible Shareholders.

The Offer Price (which is equal to the Placing Price) is the same as the closing
bid  price of  4.5 pence per  Existing Ordinary  Share on 28 May 2010, being the
last dealing day prior to the publication of this announcement.

Principal terms and conditions of the Offer

Eligible  Shareholders may apply for, on and subject to the terms and conditions
set  out in Part V of the Circular and in the accompanying Application Form, any
whole  number  of  Offer  Shares  at  the  Offer  Price  subject  to the minimum
subscription set out below.

Applications  must be for a minimum of £450 (ie 10,000 shares) and thereafter in
multiples  of 1000 Offer  Shares. Applicants  may apply  for any number of Offer
Shares  provided  that  an  applicant's  shareholding following such issue, when
taken  alone, or together  with the shareholding  of those of  persons acting in
concert  (as defined  in the  City Code)  with that  applicant, must  not exceed
29.99 per cent. of the Enlarged Ordinary Share Capital.

The  Offer  Shares  will,  when  issued  and  fully paid, rank pari passu in all
respects  with the  Ordinary Shares  in issue  at the  date of Admission and the
Placing  Shares,  including  the  right  to  receive  all  dividends  and  other
distributions  declared,  made  or  paid  after  the  date  of  their issue. The
allotment  and issue of the Offer Shares will be made upon and be subject to the
terms and conditions set out in the Circular and in the Application Form.

Application will be made to the London Stock Exchange for the Offer Shares to be
admitted  to trading on AIM. It is expected that Admission will become effective
and  that dealings in the  Offer Shares will commence  on AIM at 8.00 a.m. on 1
July 2010.

Details  of the  Warrants to  be issued  pursuant to  the Offer  are set  out in
section 5 below.

The  Offer is subject  to Resolutions 1, 3, 5 and  7 being passed at the General
Meeting.

 5. Warrants


Each  of the Placees and  Subscribers will be issued  with one Warrant for every
New  Ordinary Share subscribed  for in, respectively,  the Placing or the Offer.
Each  Warrant will  entitle the  holder to  receive, upon exercise, one Ordinary
Share  at  an  exercise  price  equal  to  the Placing Price. The Warrant may be
exercised  at any  time from  the date  12 months after  Admission until 30 June
2014. The  Warrants  will  be  issued  in  registered  form  and the register of
Warrants will be kept by the Company or its appointed agent.

Following  Admission,  warrant  certificates,  representing  the  Warrants to be
issued  to Placees and Subscribers, are expected to be despatched by post, by no
later than 8 July 2010, at the relevant Placee's and Subscriber's sole risk.

The Warrants will be constituted by the Warrant Instrument. The Warrants will be
freely  transferrable  (in  any  multiple),  independently  of  the New Ordinary
Shares, but will not be admitted to trading on AIM or any other exchange.

 6. Directors' Participation in the Placing


The table below sets out the Directors' participation in the Placing:


Director         Holding   % of     Number   Number of  Value of   Holding of  Holding  of %     of %      of
                 of        existing of       Ordinary   Ordinary   Ordinary    Warrants    enlarged enlarged
                 Ordinary  share    Ordinary Shares     Shares     Shares      immediately share    share
                 Shares    capital  Shares   subscribed subscribed immediately after       capital* capital**
                 prior to           over     in the     in the     after the   Placing and
                 the                which    Placing    Placing    Placing and Offer
                 Placing            options             (£)        Offer
                 and Offer          have
                                    been
                                    granted

D G Kleeman      350,000   0.46     100,000  1,666,667  75,000     2,016,667   1,666,667   1.53     1.67

N L A Smith      320,000   0.42     625,000  222,222    10,000     542,222     222,222     0.41     0.45

H G D            1,174,782 1.55     875,000  1,111,111  50,000     2,285,893   1,111,111   1.73     1.89
Storey-MacIntosh

M Segal          700,000   0.92     625,000  444,444    20,000     1,144,444   444,444     0.87     0.95

D M Ford         -         -        -        111,111    5,000      111,111     111,111     0.08     0.09

R J Westhead     5,000     0.01     60,000   111,111    5,000      116,111     111,111     0.09     0.10



*     calculated on an un-diluted basis and on the assumption the Offer is fully
subscribed
**  calculated on an un-diluted basis and on the assumption that no Shareholders
subscribe in the Offer.



 7. Related Party Transaction


All  of  the  Directors  have  participated  in the Placing, which constitutes a
related   party   transaction  under  the  AIM  Rules.  As  such  there  are  no
"independent"  directors and Brewin  Dolphin as the  Nominated Adviser has alone
considered this transaction for the purpose of the AIM Rules.

Brewin  Dolphin has given careful consideration to the proposed terms which have
been  negotiated with  the Placees.  The following  factors have been taken into
account in their consideration:

Opportunity for all Shareholders to participate in the Offer for Subscription

The  Board considers the issue  of new equity is  the only practicable source of
funding  for the Company.  The Board considered  making a completely pre-emptive
offer  to Shareholders - by way of a rights issue or open offer - to raise funds
and  to  allow  all  Shareholders  to  participate  equally  in the fundraising.
However,  there is  a significant  cost associated  with producing a UKLA vetted
prospectus  which would be necessary to follow this route. It is the Board's and
Brewin  Dolphin's  view  that  the  incremental  subscription  received from the
Shareholders  (over and above that from the Placees) in a completely pre-emptive
offer  is unlikely to  be significant and  to justify the  extra cost and effort
incurred.

Furthermore  the Offer has been structured to provide Eligible Shareholders with
an  opportunity to  subscribe at  the Placing  Price for  up to  an aggregate of
11,111,111 Offer  Shares whilst  not giving  rise to  the need  to produce  a UK
Listing  Authority vetted  prospectus as  the maximum  amount that may be raised
under  the Offer will not exceed the equivalent of €2.5 million. If the Offer is
taken up in full it will raise £0.5 million (before expenses).

Brewin  Dolphin believes that offering all  Eligible Shareholders the ability to
apply  for  as  many  shares  as  they  wish  in the Offer (subject to a minimum
application  of £450 / 10,000 Offer  Shares) effectively allows Shareholders who
wish  to avoid dilution of  their shareholding to achieve  this. In the event of
applications  for  in  excess  of  11,111,111 Offer  Shares, Brewin Dolphin will
decide  on the basis for allocation, however if this scenario occurs, preference
is likely to be given to smaller Eligible Shareholders.

Equivalent Terms to the Placing

Additionally the price at which Eligible Shareholders can subscribe is 4.5 pence
per  Ordinary Share, the  same as the  Placing Price, and successful application
under  the Offer also entitles the applicant to receive Offer Warrants, again on
the same terms as the Placees.

In  conclusion, Brewin  Dolphin, having  taken all  these factors  into account,
believes  that the terms of the Placing are fair and reasonable in so far as all
Shareholders are concerned.

 8. Share Re-organisation


The  nominal value of the Ordinary Shares  is currently 10 pence per share. As a
matter  of English law,  the Company is  unable to issue  the Placing Shares (or
Offer  Shares) at a Placing Price (or  Offer Price) which is below their nominal
value. It is therefore proposed to sub-divide the entire existing share capital,
both  issued and to  be issued, consisting  of 75,807,138 Ordinary Shares of 10
pence  each,  into  75,807,138 Ordinary  Shares  of 1 pence each and 75,807,138
Deferred Shares of 9 pence each, thus enabling the Company lawfully to implement
the Placing and the Offer at the Placing Price.

Each  Ordinary Share resulting from the Share Re-organisation will have the same
rights  (including voting and dividend rights and rights on a return of capital)
as  each Existing Ordinary Share, except that  they will have a nominal value of
1 pence each.

The Deferred Shares will, as their name suggests, have very limited rights which
are  deferred to the  Ordinary Shares and  will effectively carry  no value as a
result.  Accordingly, the holders of the Deferred Shares will not be entitled to
receive  notice of, attend  or vote at  general meetings of  the Company, nor be
entitled to receive any dividends or any payment on a return of capital until at
least  £10,000,000 has been paid on each  Ordinary Share. No application will be
made for the Deferred Shares to be admitted to trading on AIM.

The  Company will also be given power to  arrange for all the Deferred Shares to
be  transferred to a custodian or to be purchased for nominal consideration only
without  the prior  sanction of  the holders  of the  Deferred Shares.  No share
certificates for the Deferred Shares will be issued.

The  Share Re-organisation will be a disqualifying event for the purposes of EMI
options  granted by  the Company.  Holders of  EMI options  will surrender their
options  and be re-granted EMI options by the Company at an exercise price which
is identical to the current EMI options. All other terms of the EMI options will
remain  unchanged.  Unapproved  options,  including  the exercise price, will be
unaffected  by the  Share Re-organisation  save that  the Ordinary  Shares to be
issued  on the  exercise of  such options  will have  a nominal value of 1 pence
rather than 10 pence following the Share Re-organisation.

No  new certificates for the Existing Ordinary  Shares will be dispatched if the
Share Re-organisation becomes effective.

A  request will  be made  to the  London Stock  Exchange to  reflect on  AIM the
sub-division  of the  Existing Ordinary  Shares into  Ordinary Shares of 1 pence
each.  Each Existing Ordinary  Share standing to  the credit of  a CREST account
will  be sub-divided into  one Ordinary Share  of 1 pence each  and one Deferred
Share at 6.00 p.m. on 30 June 2010.

Taxation

The  sub-division of the  Existing Ordinary Shares  into New Ordinary Shares and
Deferred  Shares as  part of  the Share  Re-organisation should  be treated as a
re-organisation   for   the  purposes  of  the  taxation  of  chargeable  gains.
Consequently  the Share Re-organisation  should not be  treated as involving any
disposal  of the Existing Ordinary  Shares, and the New  Ordinary Shares and the
Deferred  Shares should be  treated as the  same asset as  the Existing Ordinary
Shares in addition to being treated as acquired at the same time as the Existing
Ordinary Shares.

After  the sub-division, the base  cost of the Existing  Ordinary Shares must be
apportioned  between  the  New  Ordinary  Shares  and the Deferred Shares. It is
anticipated  that the Deferred Shares will have no market value. The purchase by
a  custodian of all the Deferred Shares for nominal consideration will result in
their  disposal for tax purposes. The base  cost of the Existing Ordinary Shares
that  will  be  attributed  to  the  Deferred  Shares  on  this disposal will be
calculated  by reference to the market value of the Deferred Shares, which would
be  nil  on  the  basis  that  it  is  anticipated that they will have no value.
Accordingly, the base cost of the Existing Ordinary Shares would be attributable
in its entirety to the New Ordinary Shares.

These  statements are intended as a general guide only to current United Kingdom
tax legislation and to what is understood to be the current practice of HMRC and
may   not  apply  to  certain  classes  of  Shareholder.  They  relate  only  to
Shareholders  who  are  resident  and,  in  the  case of individuals, ordinarily
resident  in the United Kingdom for tax purposes (except where otherwise stated)
and  who hold  their Ordinary  Shares beneficially  as investments.  They do not
apply  to dealers in  securities. Any person  who is in  any doubt as to his tax
position  or  who  is  subject  to  tax  in a jurisdiction other than the United
Kingdom  is  strongly  recommended  to  consult  his  professional  tax  adviser
immediately.

 9. Preliminary Results


The  Company announced  its Preliminary  Results for  the year ended 31 December
2009 earlier today.

Shareholders  should note  that the  adoption of  the going concern principle in
these  results has been  on the assumption  of the Placing  proceeding (i.e. the
resolutions  necessary to effect  the Placing being  approved by Shareholders in
the  General Meeting). If these resolutions proposed at the GM are not passed by
shareholders the Company may not be able to continue in its current form.

 10. Use of Proceeds


The  Company is seeking to raise up to £2.538 million (before expenses) in order
to  continue  the  progress  made  to  date  by further developing the Company's
strategy,  in  particular,  to  accelerate  the  pace  at which it addresses the
opportunities  arising within Translogik, and  for working capital purposes. The
Board  proposes investing in  further product development,  developing its sales
and marketing approach more quickly, with a view to taking a leading position in
the rapidly expanding tyre management solution market. Such products as the tyre
inspection  probe  will  benefit  from  exposure  to  trade  brochures and press
coverage,  live demonstrations,  trade exhibitions  and industry  events in turn
benefitting  order volumes  from increasing  the profile  and the  Group's newly
commercialised technology.

The  table below sets  out the anticipated  use of funds  from the c£2.5 million
(gross)  raised  in  the  Placing  and  Offer  (on  the assumption that the full
potential subscription of £0.5 million is raised in the Offer):

  *  Working capital for expansion                     £1.35 million
  *  Marketing, promotion and product trials       £0.6 million
  * Product development                                  £0.25 million
  * New acquisitions                                        £0.3 million


 11. Shareholder Approval


For the Offer and the Placing to proceed, Shareholder approval is required to:

(a) effect the Share Re-organisation;

(b)  give the Directors  the authority to  allot the Placing  Shares and Placing
Warrants and to dis-apply statutory pre-emption rights in respect thereof; and

(c)  give  the  Directors  the  authority  to  allot  the Offer Shares and Offer
Warrants and to dis apply statutory pre-emption rights in respect thereof.

In order to obtain the necessary Shareholder approvals, a General Meeting of the
Company  is  to  be  held  at  which  the  Resolutions will be proposed. Further
information regarding the General Meeting is set out in section 12 below.

The  Offer is NOT conditional upon the Placing being approved by Shareholders at
the  General Meeting. In the event that  the resolutions necessary to effect the
Placing are not approved, and the £2.038 million of Placing Shares conditionally
raised  is not received by the Company, then depending upon the level of take up
in the Offer, the Company may not have sufficient resources to allow it to trade
for the next 12 months

 12. General Meeting


The  General  Meeting  is  to  be  held  at  the  offices of Brewin Dolphin, 12
Smithfield  Street,  London,  EC1A  9BD at  11.00 a.m.  on 30 June 2010 . At the
General Meeting, the following Resolutions will be proposed:

Ordinary resolutions:

(1)  an ordinary  resolution to  effect the  Share Re-organisation including the
creation of the Deferred Shares;

(2) an ordinary resolution to authorise the Directors to allot up to 45,288,887
Placing Shares and 45,288,887 Placing Warrants in connection with the Placing;

(3) an ordinary resolution to authorise the Directors to allot up to 11,111,111
Offer Shares and 11,111,111 Offer Warrants in connection with the Offer;

(4)  an  ordinary  resolution  to  authorise  the  Directors  to  allot relevant
securities  (as defined in  section 551 of the  Act) up to  an aggregate nominal
value  of £440,690.45 (44,069,045 New Ordinary Shares) following the Placing and
Offer. To the extent that fewer than 11,111,111 New Ordinary Shares are allotted
in  respect of the Offer, the Directors  will only use the section 551 authority
sought  by  Resolution  4 to  issue  such  number  of  New Ordinary Shares as in
aggregate amounts up to one third of the Company's then issued share capital.

The  authority sought by Resolution  4 will last for a  period of 15 months from
the  date of  passing of  the Resolution  or, if  earlier, until the date of the
annual general meeting of the Company to be held in 2011.

Special resolutions:

(5)  a special resolution to  (i) approve the changes  to the Company's Articles
required  to create  the rights  attaching to  the New  Ordinary Shares  and the
Deferred Shares and (ii) reflect the implementation of certain provisions of the
Act  on 1 October 2009. An explanation  of the latter is  set out in section 13
below;

(6)  a special resolution to  empower the Directors to  issue the Placing Shares
and Placing Warrants for cash on a non pre-emptive basis;

(7)  a special resolution to empower the Directors to issue the Offer Shares and
Offer Warrants for cash on a non pre-emptive basis;

(8) a special resolution to empower the Directors to issue new equity securities
of  up  to  an  aggregate  nominal  amount  of  £132,207.13  for  cash  on a non
pre-emptive  basis. To the extent that fewer than 11,111,111 New Ordinary Shares
are  allotted in respect of the Offer, the Directors will only use the authority
sought  by  Resolution  8 to  issue  such  number  of  New Ordinary Shares as in
aggregate  represents  up  to  10 per  cent.  of the Company's then issued share
capital.  The authority  sought by  Resolution 8 will  last for  a period of 15
months from the date of passing of the Resolution or, if earlier, until the date
of the annual general meeting of the Company to be held in 2011.

The  numbers and  values included  in the  Share Issuance  Authorities have been
adjusted  to take account  of the Share  Re-organisation described above and the
proposed   alterations   in  nominal  value  of  the  Ordinary  Shares  and  the
implementation of the Placing and Offer.

 13. Changes to the Articles to reflect certain provisions of the Act


The Company's objects

The provisions regulating the operations of the Company are currently set out in
the  Company's memorandum and articles  of association. The Company's memorandum
contains, among other things, the objects clause which sets out the scope of the
activities  the Company is  authorised to undertake.  This is drafted  to give a
wide scope.

The  Act significantly  reduces the  constitutional significance  of a company's
memorandum.  The Act provides  that a memorandum  will record only  the names of
subscribers  and the number of shares each  subscriber has agreed to take in the
company.  Under the Act  the objects clause  and all other  provisions which are
currently  contained in  a company's  memorandum, for  existing companies  at 1
October  2009, will  be  deemed  to  be  contained  in  a  company's articles of
association but the company can remove these provisions by special resolution.

Further,  the Act states  that unless a  company's articles provide otherwise, a
company's  objects are  unrestricted. This  abolishes the  need for companies to
have  objects clauses. For  this reason the  Company is proposing  to remove its
objects  clause together with  all other provisions  of its memorandum which, by
virtue  of the Act, are to  be treated as forming part  of the Articles as of 1
October  2009. Resolution 5.1 confirms the  removal of these  provisions for the
Company.  As  the  effect  of  this  resolution  will be to remove the statement
currently   in   the  Company's  memorandum  of  association  regarding  limited
liability,  Resolution 5.3 contains an amendment incorporating into the Articles
the limited liability of the members.

Authorised share capital and unissued shares

The  Act abolishes  the requirement  for a  company to  have an authorised share
capital  and  the  amendments  included  in Resolution 5.2 and 5.4 reflect this.
Directors  will still be limited as to the number of shares they can at any time
allot  because allotment authority continues to  be required under the Act, save
in respect of employee share schemes.

 14. Recommendation


As  set out above,  the Company had  net cash of  c. £0.7 million  at the end of
April  2010. In  the  event  that  Shareholders  do  not approve the resolutions
necessary  to effect the Placing and/or the  Offer at the General Meeting, it is
likely  that the  proposed investment  and expenditure  set out  in the  "Use of
Proceeds"  section above will not be able to be implemented. Shareholders should
be  aware that the  Preliminary Results issued  today have been  prepared on the
assumption  that the Placing  and Offer (and  implicitly resolutions 1, 2, 5 and
6) have been approved by Shareholders at the GM, and that £ 1.874 million of net
Placing  proceeds will  be received  by the  Company, following  approval at the
General  Meeting and that the auditors have referred to this assumption in their
audit  opinion. It is vital therefore for the Company to complete the Placing to
be in a position to ensure its continuation.

The  Directors consider that the Proposals  and the Resolutions will promote the
success  of the Company for the benefit  of its members as a whole. Accordingly,
the  Directors unanimously recommend  and strongly urge  Shareholders to vote in
favour of the Resolutions at the General Meeting as they intend to do in respect
of their own beneficial holdings of 2,549,782 Ordinary Shares representing 3.36
per cent. of the Existing Ordinary Shares at the date of this document.


Yours faithfully
David Kleeman
Chairman




                                  DEFINITIONS

"Act"                                 Companies Act 2006


"Admission"                           the  admission of the  New Ordinary Shares
                                      to  trading on  AIM becoming  effective in
                                      accordance with the AIM Rules

"AIM"                                 a market operated by London Stock Exchange
                                      plc


"AIM Rules"                           AIM  Rules for Companies  published by the
                                      London   Stock  Exchange  (as  amended  or
                                      reissued from time to time)


"Application Form"                    the application form for use in the Offer


"Articles"                            the articles of association of the Company
                                      (as amended from time to time)


"Board" or "Directors"                the board of directors of the Company,


"Brewin Dolphin"                      Brewin  Dolphin  Limited,  a subsidiary of
                                      Brewin Dolphin Holdings plc, the Company's
                                      nominated adviser


"City Code"                           City Code on Takeover and Mergers


"Closing Date"                        the date on which the Offer will be closed
                                      being  11.00 a.m. on  28 June 2010 or such
                                      later  time  as  the  Directors and Brewin
                                      Dolphin may agree


"Company" or "Transense Technologies" Transense Technologies plc


"CREST"                               the  relevant  system  (as  defined in the
                                      Uncertified  Securities  Regulations 2001
                                      (SI   2001 No   3855)) for  the  paperless
                                      settlement  of trades  and the  holding of
                                      uncertificated   securities,  operated  by
                                      Euroclear   UK   &   Ireland  Limited,  in
                                      accordance with the same regulations


"Deferred Shares"                     deferred  shares  of  9 pence  each in the
                                      capital   of  the  Company  following  the
                                      passing  of  Resolution  1 set  out in the
                                      Notice


"Eligible Shareholders"               Shareholders on the register of members of
                                      the   Company  on  the  Record  Date  with
                                      addresses  for  service  in  the  European
                                      Economic Area


"Enlarged Ordinary Share Capital"     the  issued Ordinary Share  capital of the
                                      Company  in  issue  immediately  following
                                      Admission


"Excluded Territories"                Australia, New Zealand, the United States,
                                      Canada  and Japan,  the Republic  of South
                                      Africa and/or their respective territories
                                      or possessions


"Existing Ordinary Shares"            Ordinary  Shares  in  issue  at the Record
                                      Date


"Form of Proxy"                       the  form of proxy for use by Shareholders
                                      at the  General Meeting


"FSMA"                                the  Financial  Services  and  Markets Act
                                      2000 (as amended)


"General Meeting"                     the   general   meeting  of  the  Company,
or "GM"                               convened  for 11.00 a.m. on 30 June 2010,
                                      and  any  adjournment  thereof,  notice of
                                      which is set out in the Notice, which will
                                      consider the Resolutions


"Group"                               Transense     Technologies     and     its
                                      subsidiaries

"Hybridan"                            Hybridan LLP


"London Stock Exchange"               London Stock Exchange plc

"New Ordinary Shares"                 new  Ordinary Shares in the capital of the
                                      Company  issued  pursuant  to the Placing,
                                      the Offer or otherwise


"Notice"                              the notice of General Meeting

"Offer"                               the   offer  for  subscription  of  up  to
                                      11,111,111 Offer  Shares (subject  to such
                                      adjustments   that  may  be  necessary  to
                                      ensure   compliance  with  the  Prospectus
                                      Rules) and 11,111,111 Offer Warrants being
                                      made  by the Company on  the terms set out
                                      in this document


"Offer Period"                        the period starting 2 June 2010 and ending
                                      on the Closing Date


"Offer Shares"                        up to 11,111,111 New Ordinary Shares to be
                                      issued pursuant to the Offer


"Offer Warrants"                      up  to  11,111,111 Warrants  to  be issued
                                      pursuant to the Offer


"Official List"                       the  list of all securities that have been
                                      approved  by the UKLA for  trading on a UK
                                      regulated market


"Ordinary Shares"                     ordinary  shares  in  the  capital  of the
                                      Company having a nominal value of 10 pence
                                      prior   to   the   Share   Re-organisation
                                      becoming  effective  and  having a nominal
                                      value    of   1 pence   upon   the   Share
                                      Re-organisation becoming effective


"Placee"                              a  subscriber of Placing  Shares under the
                                      Placing


"Placing"                             the  conditional  placing  of  the Placing
                                      Shares  and  Placing  Warrants by Hybridan
                                      pursuant to the Placing Agreement


"Placing Agreement"                   the  conditional  agreement  dated  1 June
                                      2010 between   the  Company  and  Hybridan
                                      relating to the Placing


"Placing Price" or "Offer Price"      4.5p per New Ordinary Share


"Placing Shares"                      the  45,288,887 New Ordinary  Shares to be
                                      issued pursuant to the Placing


"Placing Warrants"                    the   45,288,887 Warrants   to  be  issued
                                      pursuant to the Placing


"Preliminary Results"                 the preliminary unaudited and consolidated
                                      financial  results of the  Company and its
                                      subsidiary undertakings for the year ended
                                      31 December 2009


"Proposals"                           the  Placing,  the  Offer  and  the  Share
                                      Re-Organisation


"Record Date"                         6.00 p.m. on 28 May 2010


"Resolutions"                         the  resolutions  to  be  proposed  at the
                                      General  Meeting, details of which are set
                                      out in the Notice


"Share Issuance Authorities"          the authorities proposed as Resolutions 2
                                      to 4 (inclusive) and 6 to 8 (inclusive)


"Shareholder(s)"                      holder(s)  of Ordinary Shares from time to
                                      time



"Share Re-organisation"               the  share re-organisation  proposed to be
                                      effected  by Resolutions 1 and 5.2 set out
                                      in the Notice


"Subscriber"                          a  Subscriber for  Offer Shares  under the
                                      Offer



"Translogik"                          Translogik   Limited,   a   subsidiary  of
                                      Transense Technologies


"UK"                                  the  United Kingdom  of Great  Britain and
                                      Northern Ireland


"UKLA"                                the Financial Services Authority acting in
                                      its  capacity  as  the competent authority
                                      for the purposes of Part VI of FSMA


"United States"                       the   United   States   of   America,  its
                                      territories  and possessions, any state of
                                      the  United  States  of  America  and  the
                                      District of Columbia


"Warrants"                            the  warrants  to  subscribe  for Ordinary
                                      Shares  at an  exercise price  of 4.5p per
                                      Ordinary Share on the terms and conditions
                                      set  out in  the Warrant  Instrument to be
                                      issued  to Placees and Subscribers as part
                                      of   each   of   the  Placing  and  Offer,
                                      respectively, and the term "Warrant" shall
                                      be construed accordingly.


"Warrantholder"                       a holder of Warrants from time to time and
                                      as the context requires


"Warrant Instrument"                  the  Warrant Instrument dated 1 June 2010
                                      constituting the Warrants


A reference to £ is to pound sterling, being the lawful currency of the UK.

A reference to € is to the Euro, being the official currency of 16 of the 27
member states of the European Union.



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