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FreshTL plc (GHIP)


Wednesday 22 June, 2011

FreshTL plc

Acquisition, Placing and Board Changes

                                         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

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

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


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

A copy of the Annual Report and notice of AGM will be available on the Company's website at

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


Fresh TL Plc                                      + 44(0) 161 408 0948

John McGuire, CEO

PLUS Adviser & broker                             + 44 (0)20 7776 6550

Daniel Stewart & Company

Oliver Rigby

FreshTL plc								


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