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Fluid Leader Group Plc (FLGP)

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Monday 08 June, 2009

Fluid Leader Group Plc

Acquisition and Issue of Shares


5th June 2009

                            Fluid Leader Group Plc                             

                       ("Fluid Leader" or "the Company")                       

                        Acquisition and Issue of Shares                        

Fluid Leader Group Plc, the oil and gas pipeline connection, maintenance and
repair company has completed the acquisition of a patent application for a Pipe
Thermal Expansion Joint (the "Patent") from Globalbanc Financial Services
Limited (Globalbanc) for the sum of £9.25m (the "Acquisition").

The Acquisition was originally agreed by the board of directors of the Company
at a board meeting in October 2008 at which time the board of directors
included the Patent inventor Paul Davidson. The board of directors agreed the
valuation of the Patent, based on the information provided by Mr. Davidson.

The delay in completion of the Acquisition resulted from the delay in
completion of the assignment documentation, which included the recognition of
interests of Paul Davidson and Titan Energy Limited ("Titan") in the Patent.

Following the completion of the Acquisition the allocation of the purchase
consideration is as follows:

 1. Globalbanc or its nominees the sum of £7,150,000 by way of a £4,000,000 one
    (1) year convertible note with interest of 8% per annum at a conversion
    rate of 3p per share (the "Notes") together with 105,000,000 new ordinary
    shares in the Company of 0.2p each at 3p per share. Any conversion of the
    Notes is conditional on such conversion either requiring Globalbanc to make
    a mandatory offer for all of the ordinary shares of the Company or the
    Globalbanc shareholding remaining less than 29.9% pursuant to the rules set
    out in the Takeover Code and most particularly Rule 9 of the Takeover Code;
    and
   
 2. Paul Davidson the sum of £300,000 by way of 10,000,000 new ordinary shares
    in the Company of 0.2p each at 3p per share; and
   
 3. Titan in the sum of £1,800,000 by way of a £750,000 one (1) year
    convertible loan note with interest of 8% per annum at a conversion rate of
    3p per share, together with £1,050,000 by way of 35,000,000 new ordinary
    shares in the Company of 0.2p each at 3p per share.
   
All shares have been allotted.

Paul Davidson, the inventor of the patent application, which formed the basis
of the original valuation of the Company, subsequently assigned to the Company
two other patent applications related to the acquisition of Big Pipes Limited
from Pipejoin Technologies Inc, was formerly the chief executive of the Company
until August 2008 and non-executive director of the Company until 17 November
2008 and remains a shareholder of the Company.

Globalbanc has been financially supporting the Company as recorded in the notes
to the full year and interim accounts. Globalbanc is wholly owned by Omagis
Limited, which is also a shareholder of the Company.

The directors have reviewed the transaction and believe that this transaction
will not impact negatively on the support of Globalbanc for the Company and
that the valuation had been established by the inventor Paul Davidson and
agreed by the board of directors and the previous corporate advisor to the
Company.

The directors note that whilst the overall transaction value has not changed
since the October 2008 original agreement, due to recent share transactions
which have negatively impacted on the Company's share price, the number of
consideration shares issued has materially increased.

Following this transaction, the total number of shares in issue is 366,362,482
and the director's holdings total 25,000,000 representing 6.8%.

The directors of the issuer accept responsibility for this announcement.

                                  ---ENDS---                                   

ENQUIRIES

FLUID LEADER GROUP PLC 

Martin Boulton
Tel: 020 7298 2222

RIVINGTON STREET CORPORATE FINANCE 

Monisha Varadan
[email protected]
Tel: 020 7562 3389

Leo Godsall
[email protected]
Tel: 020 7562 3393

                                                                                                                                                                                                                                     

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