Circular to Shareholders


 

TIDMITI 
 
RNS Number : 5432U 
Immersion Technologies Intl PLC 
25 June 2009 
 
For Immediate Release 
25 June 2009 
 
 
Immersion Technologies International plc 
("Immersion" or "Company") 
 
 
Posting of Shareholder Circular and Notice of General Meeting 
Change in Investing Policy 
Change of Company Name 
 
 
The Company announces that it has, today, posted a Circular to Shareholders 
setting out details of a proposed change in its Investing Policy and proposed 
Name Change. Copies of the Circular are available from the Company's website, 
www.iti-plc.com. The General Meeting ("GM") is to be held at Level 5, 22 
Arlington Street, London, United Kingdom, SW1A 1RD on Friday 17 July 2009 at 
11am. 
 
 
Background 
 
 
The Company completed the reverse takeover of Immersion Technology International 
Limited ("ITI") in April 2007. At that time the Directors considered the 
acquisition of ITI as an opportunity to enter the audio technology market where 
ITI's unique patented technologies could be exploited to increase market share, 
particularly in electro-static loudspeakers. Since 2007, the Company has made 
progress in the evolution of it speaker technology. However, in the six months 
ended 31 December 2008, the Company reported revenue of only GBP24,000. The 
Directors have therefore come to the conclusion that whilst ITI's speaker 
technology is valuable (and will be retained), ITI does not form the basis of a 
sustainable business for a publicly traded company. Accordingly, the Director's 
believe that it is in the Company's interests to adopt a new broader strategy 
for the development of the Company as an investing company and to take advantage 
of opportunities outside of the audio technology market. 
 
 
Proposed New Investing Policy 
 
 
The Company's proposed Investing Policy is to acquire a diverse portfolio of 
direct and indirect interests in exploration, development and production oil and 
gas assets which are based in the Americas, Europe or Africa. Both on-shore and 
off-shore interests will be considered. The intention is to acquire a widely 
distributed mix of oil and gas development and production assets. 
 
 
The Directors collectively have considerable experience investing, both in 
structuring and executing deals and in raising funds. Further details of the 
Directors' expertise are set out in the Circular. The Directors will use this 
experience to identify and investigate investment opportunities, and to 
negotiate acquisitions. Wherever necessary the Company will engage suitably 
qualified technical personnel to carry out specialist due diligence prior to 
making an acquisition or an investment. For the acquisitions which they expect 
the Company to make, the Directors may adopt earn-out structures, with specific 
performance targets being set for the sellers of the businesses acquired, and 
with suitable metrics applied. 
 
 
The Company may invest by way of outright acquisition or by the acquisition of 
assets, including the intellectual property, of a relevant business, 
partnerships or joint venture arrangements. Such investments may result in the 
Company acquiring the whole or part of a company or project (which in the case 
of an investment in a company may be private or listed on a stock exchange, and 
which may be pre-revenue), and such investments may constitute a minority stake 
in the company or project in question. The Company's investments may take the 
form of equity, joint venture debt, convertible instruments, licence rights, or 
other financial instruments as the Directors deem appropriate. 
 
 
The Company will be both an active and a passive investor. The Company intends 
to be a long-term investor and the Directors will place no minimum or maximum 
limit on the length of time that any investment may be held. 
 
 
There is no limit on the number of projects into which the Company may invest, 
nor the proportion of the Company's gross assets that any investment may 
represent at any time and the Company will consider possible opportunities 
anywhere in the world. 
 
 
The Directors may 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 by way of example, and 
without limit, delays in collecting accounts receivable, unexpected changes in 
the economic environment and unforeseen operational problems. The Company may in 
appropriate circumstances, issue debt securities or otherwise borrow money to 
complete an investment. There are no borrowing limits in the Articles of 
Association of the Company. The Directors do not intend to acquire any 
cross-holdings in other corporate entities that have an interest in the Ordinary 
Shares. 
 
 
There are no restrictions in the type of investment that the Company might make 
nor on the type of opportunity that may be considered other than set out in this 
paragraph. 
 
 
As the Ordinary Shares are traded on AIM this provides a facility for 
shareholders to realise their investment in the Company. The attention of 
Shareholders is drawn to "Risk Factors" set out in Section II of the Circular. 
In addition, the Directors may consider from time to time other means of 
facilitating returns to Shareholders including dividends, share repurchases, 
demergers, and schemes of arrangements or liquidation. 
 
 
The Company will provide an update on its investing activities at the same time 
that it publishes its audited annual results for the year ending 30 June 2009 
and as otherwise required by the AIM Rules. The Company has no current plans to 
publish any regular estimate of net asset value or updates on the investments. 
 
 
All of the Company's assets will be held in its own name, or through wholly 
owned subsidiaries. 
 
 
 
Proposed Name Change 
 
Conditional upon the adoption of the Investing Policy, it is proposed to 
change the Company's name to Solo Oil PLC. 
 
 
For further enquiries: 
+--------------------------------------------------+-----------------------+ 
| Immersion Technologies International plc         |                       | 
+--------------------------------------------------+-----------------------+ 
| David Lenigas/Kiran Morzaria                     | +44 (0) 20 7016 5100  | 
+--------------------------------------------------+-----------------------+ 
|                                                  |                       | 
+--------------------------------------------------+-----------------------+ 
| Pelham Public Relations                          |                       | 
+--------------------------------------------------+-----------------------+ 
| Archie Berens                                    | +44 (0) 20 7743 6679  | 
+--------------------------------------------------+-----------------------+ 
|                                                  |                       | 
+--------------------------------------------------+-----------------------+ 
| Beaumont Cornish - Nominated Adviser             |                       | 
+--------------------------------------------------+-----------------------+ 
| Roland Cornish                                   | +44 (0) 20 7628 3396  | 
|                                                  |                       | 
+--------------------------------------------------+-----------------------+ 
|                                                  |                       | 
+--------------------------------------------------+-----------------------+ 
Note:    Copies of the Circular and this announcement will available on the 
Company's website: www.iti-plc.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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