Information  X 
Enter a valid email address

Warthog PLC (WHOG)


Wednesday 03 November, 2004

Warthog PLC


Warthog PLC
03 November 2004

                                  WARTHOG PLC

                            DISPOSAL OF SUBSIDIARIES

The board of Warthog plc (the 'Company') announces that it has today completed
the sale of all of the Company's subsidiaries to Tiger Telematics, Inc ('TGTL')
together with the transfer to TGTL of certain intra-group indebtedness due to
the Company. The total consideration including assumed indebtedness is $8.11
million of which $1,113,000 will be paid in cash and $7 million satisfied by way
of an allotment of 497,866 shares of common stock in TGTL at $14.06 per share,
being the average mid market closing price of a TGTL common share over the 14
days preceding completion. These shares are restricted stock and as such can
only be traded on or after the first anniversary of completion (the
'Anniversary') in accordance with U.S. securities laws. Up to the Anniversary,
these shares will be held in escrow against any claim arising under certain
warranties, tax indemnities and completion account net asset value adjustments
set out in the sale and purchase agreement. £150,000 of the cash consideration
will also be held in escrow until the Anniversary, pending specific warranties.
The Company has waived the balance of all other amounts due to it by its former

Upon completion of the transaction, the executive directors Ashley Hall, Steven
Law and Simon Elms together with one other remaining employee of the Company
will transfer employment to TGTL leaving Ian Templeton FCA and David Robinson as
non-executive Directors of the Company. The Company has also undertaken to
change its name and will be calling an EGM to effect such a change in due course
and will at that time update shareholders further.

The board of Warthog plc has sought to complete this transaction as rapidly as
possible (and therefore did not elect to seek shareholder approval) because the
group has continued to face difficult trading conditions within the games
development industry, as reported in the Company's Final Results on 28 September
2004, which has put the group under ongoing financial pressure. In addition,
TGTL required the transaction to be consummated as expeditiously as possible, in
conjunction with the commencement of shipping of its Gizmondo product into the
UK. The transaction leaves the Company having discharged substantially all of
its liabilities and with a valuable shareholding in TGTL which will be capable
of realisation in a year's time. The realisable value of this shareholding
depends entirely upon the commercial success of TGTL and the performance of the
TGTL shares on the financial market.

The board considers, in conjunction with its advisers, that this transaction
represents the best available outcome for the Company and its shareholders.

Tiger Telematics, Inc is listed on the 'NASDAQ Other OTC Market' under symbol
'TGTL'. TGTL's publicly stated intention is to apply for a listing on the
'NASDAQ National Market' in December 2004. TGTL is a designer, developer and
marketer of mobile telematics systems and services that combine global GPS
functions and voice recognition technology to locate and track vehicles and
people down to street level in countries throughout the world. The systems are
designed to operate on GPS and are currently being marketed to GSM current and
potential subscribers, primarily by the company's United Kingdom based
subsidiary, Gizmondo Europe Limited ('GEL'). GEL is a wholly owned subsidiary of
TGTL and is the maker of the Gizmondo, a next-generation mobile entertainment
device which includes games, built-in music, video, messaging and picture
functions and GPS. On 29 October, TGTL began shipping its first generation
product as part of a strategic retail roll out in the UK.

The transaction gives GEL access to existing games content and porting
technology to enable the transfer of titles developed for use on other platforms
on to the Gizmondo handheld device. Warthog plc shareholders will therefore
benefit from continued investment in TGTL as it seeks to exploit the games
content and technical capabilities that the Company has developed over the past
few years.

As previously announced on 12 October 2004, GEL is interested in 8.62 per cent.
of the Company's current total issued ordinary share capital.

About the Gizmondo device

The Gizmondo is powered by a Microsoft Windows platform, boasts a
2.8-inch TFT colour screen with a Samsung ARM9 400Mhz processor and incorporates
the GoForce 3D 4500 Nvidia graphics accelerator. It provides cutting-edge
gaming, multimedia messaging, an MP3 music player, MPEG4 movie playing
capability, a digital camera and a GPRS network link to allow wide-area network
gaming. Additionally, it contains a GPS chip for location based services, is
equipped with Bluetooth for use in multi-player gaming and accepts MMC card

The Gizmondo device and its games are due for launch in the UK in the fourth
quarter 2004 and in North American markets from the first quarter 2005.

Further information on TGTL, GEL and the Gizmondo device can be found at:


Ian Templeton

Chairman - Warthog plc

Tel: 0870 122 5420

3 November 2004

                      This information is provided by RNS
            The company news service from the London Stock Exchange

a d v e r t i s e m e n t