Command Technology Group Plc

June 23, 2009 02:00 ET

Fundraise and Board restructuring


                                                                                                      23 June 2009
                                           COMMAND TECHNOLOGY GROUP PLC
                               ('Command Technology', 'the Company' or 'CTG')

                                      Fund raising and Board Restructuring
                               Convertible Loan Note Agreement and Deed of Variation

Command Technology Group PLC (EPIC: CTG) announces that it has signed a Convertible Loan Note and associated Deed
of Variation with Schoot Limited (the 'Noteholder'). Schoot Limited is registered in the UK and owned and
controlled by the Murray Family Trust 2009. The trustees are Sean Murray, Karen Murray and Nick Thompson.

The Convertible Loan Note allows the Company to draw down up to £150,000 over a period of ten months, while the
Deed of Variation extends the loan to a total of £472,111 which can be drawn down in monthly tranches of up to
£25,000. Each tranche is convertible into Ordinary Shares in Command Technology at 12p per share (or if lower, the
prevailing mid-market price on the last Business Day prior to a Conversion Date subject to a minimum price of 10p
per share).

Additionally, the Noteholder may at any time and at its sole discretion transfer funds to the Company  to the
maximum aggregate amount of £472,111 and the Company shall on such an event issue the corresponding amount of loan
notes to the Noteholder. The Noteholder may convert the loan to shares at any time prior to 28 February 2012,
after which date the Company shall redeem outstanding notes at the rate of £10,000 per calendar month. The Loan
does not carry interest.

Following the full conversion of the Loan, Schoot Ltd will hold between 3,934,258 (at 12p) and 4,721,110 (at 10p)
shares in the Company, representing between 28.4% and 30.2% of the fully diluted share capital of the Company
respectively. However, the agreements state that Schoot Limited may not exceed 29.9% of the shares in issue
without obtaining the prior approval from the Takeover Panel and shareholders in Command Technology Plc.

The Company will announce the issue of shares as each tranche is converted in accordance with PLUS market rules.

Board Changes

As CTG's focus becomes increasingly centred on the telecoms sector, Jennifer Allsop has decided to relinquish her
role as the Company's Chief Executive Officer and will be leaving the board with immediate effect. Jennifer has
played a pivotal role in the development of CTG's media activities, an area in which she has proven expertise and
experience, and the Board of CTG would wish to place on record its gratitude and appreciation to Jennifer for all
her efforts and dedication to the Company over the last twelve months.  CTG is currently in discussion with
Jennifer with a view to retaining an ongoing commercial relationship with her, as she develops her media
activities away from the Company.

Scott Fletcher, the non-executive Chairman of the Company will also be stepping down from the Board with immediate
effect as part of the proposed reorganization.

As part of the reorganization, the Company is pleased to announce that Mick Gossage, a founder of the Company, a
long-standing board member and shareholder, will become Chief Executive Officer with immediate effect.
Furthermore, CTG wishes to announce the appointment of Martin Heath as non-executive Chairman.  Martin brings a
wealth of experience to CTG with over 25 years experience in the telecommunications industry as both entrepreneur
and board member. Martin is currently a Director of Tovo (Europe) Ltd, and was previously a Partner with KPMG
where he led their London based Information, Communications and Entertainment Advisory Practice and a Managing
Director at Atos Origin, a leading systems integrator group. Over the past five years Martin has been a Director
of Mobiboo (Europe) Ltd and Mobiboo Mobile Limited. During 2008, both Companies have been dissolved.

Scott Fletcher, the exiting Chairman of the company commented "I am very happy to hand over to Martin; following
our work over the past year I believe his contacts and proven sales ability in the Telecomms area perfectly
complement CTG's technical strengths. Having addressed CTG's historical weakness in commercial exploitation of its
products, I have every confidence in the business's future."

Following completion of this restructuring, CTG's Board will comprise the following;

Chief Executive Officer          Mick Gossage
Non-Executive Chairman           Martin Heath
Chief Technology Officer         Neil Newell

Directors holdings remain unchanged as a result of the issue of the Convertible Loan Note. Any conversion of the
drawn-down amounts under the main agreement will result in the issue of new shares to Schoot Limited.

The directors of the Company accept responsibility for this announcement.


Command Technology Group Plc
Mick Gossage CEO                       Tel: +44 (0)1372 869855

Rivington Street Corporate Finance                        Tel: +44 (0)20 7562 3389
Monisha Varadan

Contact Information

  • Command Technology Group Plc