FreshTL Plc
("FreshTL" or the "Company")
Acquisition, Placing and Board Changes
FreshTL, the Software as a Service ("SaaS") technology company, is pleased to announce that
yesterday, 21 June 2011, it acquired the entire issued share capital of Mobile Safety Solutions
Limited ('MSS'), a software development business specialising in applications for the health and
safety market (the "Acquisition"). In addition the Company has also raised gross proceeds of
£309,000 via a subscription of new Ordinary Shares in FreshTL Plc ("Subscription") and a further
investment by NW VCLF HF LLP ("NWVCLF") into Fresh T Limited ("Investment").
The Company is also pleased to announce the appointments of Angus Matheson and Tim Branton to the
Board.
Mobile Safety Solutions
MSS owns and develops a health, safety, quality and environmental compliance management software
business which was originally founded in 2006 and quickly established itself as an innovator in
the provision of Web and Personal Digital Assistant ("PDA") based products.
Its award winning software, SafetyNET, is designed to help its customers manage and monitor the
state of compliance across its own or its clients business. It provides its customers with all
the tools it requires to measure and manage compliance related risks, and allows for instant,
automatic and seamless reporting of the data collected, directly to key people within its own or
its clients' organisations.
Terms of the acquisition
FreshTL has acquired MSS from its parent company, Mobile Safety Systems Limited.
Under the terms of the acquisition agreement the total consideration payable will be equal to
MSS's turnover for the 12 months following completion of the Acquisition less £37,000. The
consideration will be satisfied by the issue of new ordinary shares of 0.1p each in the capital of
the Company ("Ordinary Shares") at a price of 1.0625p per share, being the Company's closing mid-
market price on 21 June 2011 (the latest practicable date prior to the date of this announcement).
If MSS's turnover is less than £50,000 for the 12 months following completion of the Acquisition
then no consideration will be payable by FreshTL.
Subscription and Investment
FreshTL has raised gross proceeds of £309,000 via the Subscription and the Investment.
The Subscription comprises the issue of 51,800,000 new Ordinary Shares ("Subscription Shares") at
a price of 0.5p each in the capital of the Company raising gross proceeds of £259,000, of which
£37,000 has been subscribed by Mobile Safety Systems Limited under the terms of the Acquisition.
As part of the Subscription, Angus Matheson, Operations Director of the trading subsidiary Fresh T
Limited, has subscribed for 10,000,000 new Ordinary Shares and his Pension Scheme has subscribed
for a further 20,000,000 new Ordinary Shares.
The Investment into Fresh T comprises the issue of 6,535 A ordinary shares of 1p each in Fresh T
Limited ("A Shares") at a subscription price of £7.651343576 per share to NWVCLF raising gross
proceeds of £50,000 ("Ltd Subscription"). NWVCLF have in total now invested £500,000 to date and
currently hold 65,348 A Shares.
At the option of the Company, NWVCLF will transfer all of its A shares in the capital of Fresh T
Limited to the Company in consideration for the issue and allotment of 106,655,300 Ordinary
Shares, credited as fully paid. The transfer will automatically take place, unless it has
completed previously, by 31 December 2011.
The net proceeds of the Subscription and Investment will be used by the Company for general
working capital purposes.
The total number of Ordinary Shares now in issue is 389,789,200.
Board Changes
The Company is pleased to announce the appointment of Angus Matheson as Non-executive Director and
Tim Branton, Product Director of the trading subsidiary Fresh T Limited, as Group Product Director
with immediate effect.
Following Admission, Angus and Tim will have the following interests in the Company's Ordinary
Shares:
Director Number of Ordinary Percentage of Warrants over
Shares Enlarged Share Ordinary Shares at
Capital 1p
Angus Matheson* 87,090,000 22.34% 6,848,898
Tim Branton 40,164,200 10.30% 9,337,592
* Angus' holding includes 20,000,000 Ordinary Shares held by his Pension Fund.
Pursuant to the PLUS Rules, the Company also discloses that Angus Matheson and Tim Branton have
held the following directorships and partnerships during the previous five years.
Current Directorships Past Directorships
Angus Matheson Fresh T Limited Craft Marketing Limited
British Watch & Clock Makers Guild
Tim Branton AA Translations Limited
AA Translations S.L.
TeamPoint Systems Limited
Fresh T Limited
Accounts
The Company also announces that it will send its Annual Report and Accounts for the year ended 31
December 2010 and notice of its Annual General Meeting ("AGM") to shareholders on Wednesday 22
June 2011.
The Company's AGM will be held on 21 July 2011 at 12 noon at the offices of the Company at
Daresbury Innovation Centre, Daresbury Science & Innovation Campus, Keckwick Lane, Daresbury WA4
4FS.
A copy of the Annual Report and notice of AGM will be available on the Company's website at
www.freshtl.com
John McGuire, CEO, Fresh TL, commented:
The acquisition of MSS will give us excellent cross sell opportunities with TeamPoint, FreshTL's
own business compliance SaaS application.
The Managing Director of MSS, Tony Preston, is joining the Group and will continue to develop the
product offering.
The acquisition is in line with our plans to establish ourselves as a leading global provider of
business compliance solutions. In order to maintain this business focus, we have terminated our
distribution agreement with Bricsys NV in respect of the Vondle, Vondle Live and Bricscad products
by mutual consent.
About FreshTL
Established in April 2009 and based in the North West of England, FreshTL is developing a global
Software as a Service (SaaS) business around its business compliance application, TeamPoint.
FreshTL's TeamPoint is now a fully integrated application with IBM's LotusLive social business
collaboration offerings, enabling TeamPoint to be delivered to customers around the world.
22 June 2011
Enquiries
Fresh TL Plc + 44(0) 161 408 0948
John McGuire, CEO
PLUS Adviser & broker + 44 (0)20 7776 6550
Daniel Stewart & Company
Oliver Rigby
http://www.freshtl.com/en/home.aspx
http://www.teampoint.com/
http://www.lotuslive.com/en/catalog/index.php?id=integratedapps
FreshTL plc