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Three's A Crowd Plc (TACP)

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Monday 10 January, 2011

Three's A Crowd Plc

Correction : Result of AGM


                                                                     10/01/2011

                              Three's A Crowd Plc                              
                     ("Three's A Crowd" or "The Company")                      

 Correction Announcement: Result of Annual General Meeting and Change of Name  

Further to the announcements made today at 14:46 (GMT), Results of Annual
General Meeting and Change of Name, the Company notes that the ISIN number 
stated in the announcement was incorrect. The Company's new ISIN will be 
GB00B5BM5716. All other information in the announcement remains the same. 
The amended text from today's announcement appears below.

 

                              Three's A Crowd Plc                              

                     ("Three's A Crowd" or "The Company")                      

              Result of Annual General Meeting and Change of Name              

On 16 December 2011, the Company entered into the Disposal Agreement with Fire
Global Media Limited ("FIRE"), a related party for the purposes of the PLUS
Rules. Pursuant to the terms of the Disposal Agreement, FIRE has agreed to
acquire certain assets from the Company, including Three's A Crowd Events
Limited ("Events Limited") and the name "Three's A Crowd" (together the
"Disposal") in return for assuming all liabilities in Events Limited and
certain liabilities in the Company.

The Directors of the Company are pleased to announce that at today's General
Meeting, all resolutions

proposed were passed.

A summary of the resolutions passed at the General Meeting are as follows:

Resolution 1, the receipt and adaptation of the Company's annual report and
accounts for the year ended 30 November 2009 and the reports of the directors
and auditors on those accounts;

Resolution 2, the re-appointment of Kingston Smith as the auditors of the
Company until the next annual general meeting and to authorise the directors to
fix their remuneration;

Resolution 3, approval of the removal of the limit on the Company's ability to
issue shares in the capital of the Company;

Resolution 4, approval for the Disposal;

Resolution 5, approval for the consolidation of every 10 Existing Ordinary
Shares of 0.5 pence each into 1 Consolidated Ordinary Share of 5 pence;

Resolution 6, approval for the subdivision of each Consolidated Ordinary Share
into 1 New Ordinary Share of 0.25p each and 1 Deferred Ordinary Share of 4.75p
each;

Resolution 7, approval for the proposed Investment Strategy;

Resolution 8, approval for the appointment of Tom Kristensen as a Director of
the Company;

Resolution 9, approval for the appointment of Michael Mathiesen as a Director
of the Company;

Resolution 10, approval to change the name of the Company to Chapmore plc;

Resolution 11, approval for the adoption of the new Articles of Association of
the Company;

Resolution 12, the granting to the Directors of authority to allot New Ordinary
Shares in the capital of the Company;

Resolution 13, the granting to the Directors of the power to disapply statutory
pre-emption rights over certain shares; and

Resolution 14, approval for the Company to enter into a contract to re-purchase
the Deferred Ordinary Shares for the sum of 1 penny.

Change of Name

As described above, the Company has agreed to sell certain assets of the
Company to FIRE including the rights to the name "Three‟s A Crowd".
Accordingly, the name of the Company will change to Chapmore plc.

Capital Reorganisation

Immediately prior to the AGM the Company had 78,064,500 Existing Ordinary
Shares in issue. Resolutions 5 and 6, passed at the Annual General Meeting
proposed that the Existing Ordinary Shares of 0.5p each in nominal value are
consolidated into Consolidated Ordinary Shares with a nominal value of 5p each
on the basis of 1 Consolidated Ordinary Share for every 10 Existing Ordinary
Shares. The 7,806,450 Consolidated Ordinary Shares of 5p each in nominal value
are to be subdivided into 7,806,450 New Ordinary Shares of 0.25p each in
nominal value and 7,806,450 Deferred Ordinary Shares of 4.75p each in nominal
value.

The New Ordinary Shares of 0.25p each, so created, continue to carry the same
rights as attach to the Existing Ordinary Shares of 0.5p each (save for the
reduction in nominal value). The Deferred Ordinary Shares are transferable only
with the consent of the Company and will not be admitted to trading on PLUS (or
any other investment exchange). The Deferred Ordinary Shares have the rights
set out in the paragraph entitled Adoption of New Articles in the AGM Notice
circulated to Shareholders and the Directors consider the Deferred Ordinary
Shares so created to be of no economic value.

Placing

The Board has raised £29,325 at a price of 0.85p per share as adjusted by the
capital reorganisation. Following completion of this placing and the share
capital reorganisation, there will be 11,645,930 shares in issue, of which
29.62% will be accounted for by New placees. Mr. Richard Armstrong has
subscribed for 1,430,000 New Ordinary Shares representing 12.28% of the total
issued share capital. Mr. Rudi de Mendonca has subscribed for 1,430,000 New
Ordinary Shares representing 12.28% of the total issued share capital. Mr. Tom
Kristensen, who is joining the Board of the Company, has subscribed for 590,000
New Ordinary Shares representing 5.07% of the total issued share capital.

The net proceeds of the Placing will be used to provide working capital for the
Company and to enable it to pay £20,000 to the Mr. Mark Emms and Mrs. Melissa
Gilmour ("the Consortium") as part of the Disposal Agreement in the event that
the HMRC Debt is novated to the Consortium, as described in the Notice of the
AGM.

The Company's new ISIN will be GB00B5BM5716.

The directors of the issuer accept responsibility for this announcement.

                                   --ENDS--                                    

CONTACT DETAILS:

Three's A Crowd Plc
Stewart Morris Tel: 08451 276 676

Rivington Street Corporate Finance
Eran Zucker Tel: 020 7562 3373


                                                                                                                                                                                                    

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