NFND Newfound

    RNS Number : 2816D
  Newfound N.V.
  12 September 2008
   
    Newfound N.V.

    ("Newfound" or the "Company")

    Additional listing

    Exchange of Exchangeable Securities by Brian Dobbin

    Newfound N.V. (AIM: NFND) today announces the following transaction involving Brian Dobbin, a significant shareholder, further details
of which are set out below.

    At the time of the Company's IPO, Special Voting Shares and Exchangeable Securities were issued to certain shareholders as part of the
consideration for the acquisition of the Newfound group by the Company pursuant to an acquisition agreement dated 31 August 2006. The
Exchangeable Shares are exchangeable for Ordinary Shares on a one-for-one basis at the request of the holder of an Exchangeable Security. On
this basis, Dolphin Holdings Limited (a company controlled by Brian Dobbin) ("Dolphin") has issued a request to the Company for the exchange
of 10,000,000 Exchangeable Securities into Ordinary Shares in the Company.  Further details of the arrangements relating to Exchangeable
Securities are set out in the Admission Document dated 31 August 2006.  

    Accordingly, the Company has issued 10,000,000 new Ordinary Shares of EUR0.01 each to Dolphin in exchange for an equal number of
Exchangeable Securities (the "Exchange").  In addition, the Company has repurchased an equal number of Special Voting Shares from Dolphin
for nil consideration. 

    Application to the London Stock Exchange has been made for the new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective on 17 September 2008.

    Following Admission, the Company will have in issue 189,709,687 Ordinary Shares admitted to trading on AIM (the "Ordinary Share
Capital"). Following completion of the Exchange, subsidiaries controlled by the Company will have in issue 44,174,928 Exchangeable
Securities and the Company will have in issue 44,174,928 Special Voting Shares.

    Following the Exchange and Admission, Brian Dobbin's deemed beneficial holding in the Company will be 10,000,000 Ordinary Shares,
representing approximately 5.3% of the Ordinary Share Capital, and 40,011,082 Exchangeable Securities, together representing approximately
21.4% of the Issued Share Capital (as described below).

    Although the AIM Rules for Companies only apply to Ordinary Shares admitted to trading on AIM, the Directors of the Company regard the
aggregate of the Ordinary Shares in issue from time to time and the number of Ordinary Shares that would be issued if all Exchangeable
Securities were exchanged as being the number of shares to be used for the calculation of earnings per share and the market capitalisation
of the Company (the "Issued Share Capital"). Accordingly, the Directors regard the Issued Share Capital to remain unchanged as 233,884,615.

    Enquiries:

 Newfound N.V.  
 Stephen Bentley, Group Finance Director  020 7470 2492

 Collins Stewart Europe Limited
 Adrian Hadden                            020 7523 8350

 Citigate Dewe Rogerson
 Media: George Cazenove / Nicola Smith    020 7638 9571

    Notes to Editors:

    For more information, please visit www.newfoundnv.com.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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