Keycom PLC

Posting of Circular & Notice of AGM


16 April 2013

                                  Keycom Plc                                   

                          ("Keycom" or the "Company")                          

                          Proposed Debt Restructuring                          

                            Capital Reorganisation                             

      Approval of waiver of obligations under Rule 9 of the Takeover Code      

                    Authority to issue New Ordinary Shares                     

                                 Notice of AGM                                 

The Company announces that it has posted a circular (the "Circular") to
Shareholders seeking their approval for a series of resolutions to be proposed
at the Company's Annual General Meeting ("AGM") that relate to the Company's
efforts to restructure its debt and carry out a capital reorganisation.

Debt Restructuring

As part of a concerted effort to reduce the Company's financing costs, it has
been agreed with Leslie T. Halpin ("Mr Halpin"), who was Chairman of the
Company until he was forced to retire through ill health on 1 October 2012,
that a proportion of debt owing to him will be capitalised into ordinary
shares, with the remaining debt consolidated into Convertible Loan Notes.

As previously announced on 14 February 2013 when the Company released its
Annual Financial Report and Accounts, the Company faced difficult trading
conditions last year and reported a substantial loss. Net debt also rose to
nearly £4 million during the year and has increased further since the year end.
Most of the debt has been provided by Mr Halpin, who is also the Company's
largest shareholder following his underwriting of the rights issue through
which the Company raised £1.4 million in March last year.

The board believes it is vital to have access to additional finance in order to
develop the business as all contract wins entail new capital expenditure. Of
the loans outstanding at the year end, approximately £2.4 million of principal
was provided by Mr Halpin who has agreed to defer payment of interest due for
the time being. Mr Halpin has provided further loan finance of £700,000 since
the year end. The board is extremely grateful to him for his substantial and
vital continuing support for the Company.

Part of the agreement that has been reached with Mr Halpin will result in £
1.35m of the debt due to him being converted into New Ordinary Shares,
conditional upon the Capital Reorganisation occurring, at a price of 45 pence
per share, which is somewhat higher than the post Capital Reorganisation
equivalent to the current quoted mid market price for the Existing Ordinary
Shares. The second part of the agreement will see the outstanding principal and
accrued interest totalling at 30 June 2013, £2,618,210, which currently
consists of differing debt instruments, all being re-financed into the
Convertible Loan Notes at a reduced interest rate of 10%.. This would result in
Mr Halpin's shareholding being in excess of 50% of the Company's Enlarged Share
Capital. As a consequence, the Company is seeking a waiver of Rule 9 of the
Takeover Code, which would otherwise require Mr Halpin to make an offer to
acquire the New Ordinary Shares that he did not own. A resolution seeking
Independent Shareholder approval of the Rule 9 Waiver is included in the Notice
of Annual General Meeting. The agreement with Mr Halpin is conditional on the
Waiver Resolution and Resolutions 2, 7, 8 and 9 being approved by Shareholders
at the AGM.

Capital Reorganisation

In addition to the Debt Restructuring and to enable it, it has been agreed to
reduce the excessive number of shares in issue for such a relatively small
Company, which will also have the effect of raising the share price above par
thereby making it possible to issue new shares, and the Company intends to
implement this by carrying out the Capital Reorganisation.

It is proposed that every 10,000 Existing Ordinary Shares held by Shareholders
on the Record Date will be consolidated into 1 ordinary share of £100 each. The
ordinary shares arising on such consolidation will then be split into 1 new
Ordinary Share of £1.00 each and 1 Deferred Share of £99.00 each, with each new
Ordinary Share of £1.00 being immediately then sub-divided into 50 New Ordinary
Shares of £0.02.

Pre conversion of Mr. Halpin's £1.35 million of debt into New Ordinary Shares,
the Shareholders will hold the same proportion of the Company's share capital
as before the Capital Reorganisation (subject to any fractional entitlements)
and the New Ordinary Shares will carry equivalent rights under the Articles of
Association of the Company to the Existing Ordinary Shares. Fractions of shares
arising as a result of the Capital Reorganisation will be aggregated and sold
on behalf of the relevant shareholders and the net proceeds of sale (subject to
retention by the Company of amounts not exceeding £3) will be paid pro rata to
those shareholders entitled to them. Shareholders holding less than 10,000
Existing Ordinary Shares will cease to hold any shares in the Company and their
shares will be sold and the net proceeds of sale (subject to retention by the
Company of amounts not exceeding £3) paid to them which will effect a disposal
of their entire holding for tax purposes. It is intended that such payments
will be made on 17 May 2013.

The Deferred Shares will have nominal rights and in practical terms they will
have no value and they will not be admitted to trading on ISDX. The Board may
decide to cancel the Deferred Shares at a future date. If the Reorganisation is
approved, the share capital of the Company will comprise, including New
Ordinary Shares issued on Conversion, 6,807,850 New Ordinary Shares and
3,807,850 Deferred Shares, subject to any adjustments which may arise as a
result of dealing with fractional entitlement.

It is expected new Share Certificates in respect of the New Ordinary Shares
will be despatched on 17 May 2013. No Certificates will be issued in respect of
the Deferred Shares. Shares to be issued under existing options and warrants
will be adjusted to reflect the Capital Reorganisation.

Notice of AGM

A notice of the AGM ("AGM Notice") to be held on 9 May 2013 at 10am at the
offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London,
EC2R 8DD, is included in the Circular sent to shareholders. The AGM Notice and
the Circular have also been uploaded to the Company's website (www.keycom.co.uk
).

For further information contact:

Keycom plc                                                Tel: 01785 717427    
                                                                               
Meri Braziel (Chief Executive)                                                 
                                                                               
Daniel Stewart                                            Tel: 020 7776 6550   
                                                                               
David Hart/James Felix                                                         

THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS
ANNOUNCEMENT