DOR Doriemus

 
TIDMTEX 
 
21 February 2013 
 
                            TEP Exchange Group PLC 
 
                           ("TEP" or "the Company") 
 
       Subscription, New Investing Policy and Notice of General Meeting 
 
The Company is pleased to announce that it intends to raise GBP200,000 before 
expenses by means of a subscription ("Subscription") for 1,479,999,999 new 
Ordinary Shares at 0.0135p per Ordinary Share ("Subscription Shares") and that 
it intends to utilise those funds in connection with implementing a proposed 
new investing policy for the Company, further details of which are set out 
below. 
 
The Subscription is conditional, inter alia, upon: (i) Shareholders passing 
Resolutions at the General Meeting which is to be convened at 10am on 15 March 
2013 and (ii) the Subscription Shares being admitted to trading on AIM. 
 
Application will be made for the Subscription Shares to be admitted to trading 
on AIM and it is expected that Admission will become effective and that 
dealings in these shares will commence on 23 March 2013. The Subscription 
Shares, when issued and fully paid, will rank equally in all respects with the 
issued Ordinary Shares, including the right to receive all dividends and other 
distributions declared, made or paid after Admission. 
 
The Company also announces that, in order to facilitate the Subscription, 
certain Shareholders have exercised warrants to subscribe for a total of 
630,000,000 new Ordinary Shares at an exercise price of 0.002p per Ordinary 
Share ("Warrant Shares"). The 630,000,000 new Ordinary Shares are expected to 
be admitted to trading on AIM on 18 March 2013. The Warrant Shares, when issued 
and fully paid, will rank equally in all respects with the issued Ordinary 
Shares, including the right to receive all dividends and other distributions 
declared, made or paid after Admission. 
 
In addition, the Company announces that the Directors have proposed and 
approved an interim dividend of 0.02p per Ordinary Share, the timetable for 
which is as follows: 
 
Ex-dividend date:                   20 March 2013 
 
Record date:                        22 March 2013 
 
Payment date:                       12 April 2013 
 
Accordingly, the interim dividend will be paid out to the Ordinary Shares in 
issue following the Warrant Exercise but before the Subscription. 
 
Following the issue of the Warrant Shares the Company will have 1,479,999,999 
ordinary shares in issue. Following issue of the Subscription Shares the 
Company will have 2,959,999,998 ordinary shares in issue. 
 
Proposed New Board 
 
Conditional on Admission, Donald Strang, Hamish Harris and Grant Roberts will 
be appointed to the Board as Non-Executive Directors. David Roxburgh and George 
Kynoch will remain on the Board and Abraham Weitz and Moses Kraus will resign 
from the Board, conditional on Admission. Following Admission, the New Board 
will be: Donald Strang as Non-Executive Chairman; David Roxburgh as Managing 
Director; and Hamish Harris, Grant Roberts and George Kynoch as Non-executive 
Directors. Further information on Donald Strang, Hamish Harris and Grant 
Roberts is set out below. 
 
Donald Ian George Layman Strang (proposed Non-executive Chairman), aged 45, is 
a member of the Australian Institute of Chartered Accountants and has been in 
business over 20 years, holding senior financial and management positions in 
both publicly listed and private enterprises in Australia, Europe and Africa. 
Mr Strang has considerable corporate and international expertise and over the 
past decade has focussed on mining and exploration activities. 
 
He is currently the Non-Executive Chairman of AIM quoted Polemos plc, the 
Finance Director of AIM quoted Stellar Resources plc and the Executive Chairman 
of AIM quoted 3D Resources plc. 
 
Hamish Hamlyn Harris (proposed Non-executive Director), aged 42, holds a 
Bachelor of Commerce from the University of Tasmania. He has held positions 
within product control, market risk and risk management at a number of 
financial institutions including Nomura Group, Dresdner Kleinwort Wasserstein, 
Deutsche Bank AG and Lloyds Banking Group plc. Hamish currently holds a 
position with Nivalis Capital. He is currently a director of Marlin Atlantic 
Finance Limited and a Non-Executive Director of AIM quoted Polemos plc. 
 
Grant Roberts (proposed Non-executive Director), aged 42, holds a Bachelor of 
Commerce from Murdoch University and has had over 15 years of experience 
working in private equity in the UK including with 3i, Newgate Partners and 
presently as a founding partner of Newgate LLP. 
 
Proposed New Investing Policy 
 
The Company's proposed new investing policy is to invest in and/or acquire 
companies and/or projects with clear growth potential. The geographical focus 
will primarily be Africa, however, investments may also be considered in other 
regions to the extent that the New Board considers that value opportunities 
exist and attractive returns can be achieved. 
 
In selecting investment opportunities, the New Board will focus on businesses 
that are available at attractive valuations and hold opportunities to unlock 
imbedded value. 
 
The New Board will seek to invest in businesses where it may influence the 
business at a board level, add their expertise to the management of the 
business, and utilise their significant industry relationships and access to 
finance. The ability to work alongside a strong management team to maximise 
returns through revenue growth will be something the New Board will focus upon. 
 
The Company's interests in a proposed investment and/or acquisition may range 
from a minority position to full ownership. The proposed investments may be 
either quoted or unquoted and may be in companies, partnerships, earn-in joint 
ventures, debt or other loan structures, joint ventures or direct interests in 
projects.  The New Board may focus on investments where intrinsic value can be 
achieved from the restructuring of investments or merger of complementary 
businesses. 
 
The New Board expects that investments will typically be held for the medium to 
long term, although short term disposal of assets cannot be ruled out if there 
is an opportunity to generate an attractive return for Shareholders. 
 
There is no limit on the number of projects into which the Company may invest, 
and the Company's financial resources may be invested in a number of 
propositions or in just one investment, which may be deemed to be a reverse 
takeover under the AIM Rules. The Directors intend to mitigate risk by 
appropriate due diligence and transaction analysis. Any transaction 
constituting a reverse takeover under the AIM Rules will also require 
Shareholder approval. The New Board considers that as investments are made, and 
new promising investment opportunities arise, further funding of the Company 
may also be required. The New Board has not excluded the possibility of 
building a broad portfolio of assets. 
 
Where the Company builds a portfolio of related assets it is possible that 
there may be cross holdings between such assets. The Company does not currently 
intend to fund any investments with debt or other borrowings but may do so if 
appropriate. Investments in early stage assets are expected to be mainly in the 
form of equity, with debt being raised later to fund the development of such 
assets. Investments in later stage assets are more likely to include an element 
of debt to equity gearing. The New Board may also offer new Ordinary Shares by 
way of consideration as well as cash, thereby helping to preserve the Company's 
cash for working capital and as a reserve against unforeseen contingencies 
including, for example, delays in collecting accounts receivable, unexpected 
changes in the economic environment and operational problems. 
 
A notice convening a General Meeting to be held at the offices of Merchant 
Securities Limited, 10 King William Street, London EC4N 7TW at 10am on 15 March 
2013 has been dispatched to shareholders today. This notice of General Meeting 
contains resolutions to give effect inter alia to the proposals set out above, 
which are conditional on the passing of the Resolutions. 
 
For further information please contact: 
 
TEP Exchange Group plc 
David Roxburgh                                                00 353 87 2431665 
 
Merchant Securities Limited 
Simon Clements/Virginia Bull                                      020 7628 2200 
 
 
 
END 
 

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