TAD Tadpole Tech.

RNS Number:7825G
Tadpole Technology PLC
01 November 2007


             Tadpole Technology plc ("the Company" or "the Group")

         Sale of Assets of the Company's Geospatial Solutions Division

             Company to focus exclusively on Application Streaming

The Company today announces that, in accordance with the Board's strategic
objective of focusing the Group's activities solely on the application streaming
business, it has entered into an asset purchase agreement ("the Agreement") with
ESRI (UK) Limited ("ESRI" or "the Buyer") to dispose of its Geospatial Solutions
Division ("GSD") ("the Disposal").

GSD provides proprietary and third party products, together with professional
services and consultancy, to the mapping and geographic information systems
("GIS") market. GSD has particular expertise in the mobile GIS sector to enable
field-based personnel to access and share geospatial information.

Following completion of the Disposal Dr Mark Ketteman will resign as Chief
Executive Officer of GSD and as a director of the Company. Tadpole Technology
plc will become a holding company with operating subsidiaries in the USA and UK.
Mr Peter Bondar, currently Chief Executive Officer of the Streaming Division
will become Chief Executive Officer of the Company.

In due course, the board will seek shareholder approval to change the name of
the Company to one more representative of its application streaming interests
and their associated market branding.

David Lee, Chairman, commented "There are compelling opportunities for our
application streaming technologies in the Software as a Service ("SaaS") and
application virtualization markets. The market, our customers and our
shareholders believe that we will best serve them through a 100% focus on
application streaming. As a consequence we have progressively divested our other
interests and we propose to complete this transformation by the transition to a
new corporate identity more appropriate to our single business strategy"

Under the terms of the Agreement, ESRI will acquire:

1)  Customer support & maintenance contracts, having less than 6 months
    unexpired term to renewal date, and with a total annual revenue value of
    #206,000

2)  Product intellectual property rights, excluding Go!Sync and iPlan

3)  Tangible fixed assets comprising computer and office equipment with a
    net book value of #51,000

The aggregate consideration to be paid by ESRI amounts effectively to
approximately #545,000 comprising:

(i) #225,000 in cash to purchase the customer support & maintenance contracts,
    product intellectual property rights and tangible fixed assets of GSD, of 
    which #75,000 is payable on completion and the balance of #150,000 is 
    payable following the assignment to ESRI of the customer contracts and 
    certain related supplier contracts; and

(ii)the adoption by ESRI of liabilities for actual and potential costs of GSD
    amounting to approximately #320,000 in relation to liability to support 
    customer contracts, potential liability for the termination costs of 
    employees transferring to ESRI under TUPE legislation and potential 
    liability for rent and other premises costs up to the lease expiry in June 
    2008.

The parties have agreed that the sale pursuant to the Agreement will constitute
a relevant transfer for the purposes of the Transfer of Undertakings (Protection
of Employment) Regulations 2006 and, accordingly, that the contracts of
employment of 20 employees (predominantly software engineers providing
professional services) will be transferred to the Buyer with effect from the
completion date. The Company will terminate the employment of 8 non-transferring
employees (predominantly in management and administrative functions).

The costs of terminating the employment of the non-transferring employees,
including payments for statutory or contractual notice periods and redundancy
are estimated to be approximately #280,000.

ESRI will also enter into a sub-lease agreement with the Company in respect of
the leasehold property at Kittle Yards, Causewayside, Edinburgh on the same
terms as the head lease between the Company and the landlord, which expires in
June 2008.

As at 31 March 2007, the date of the last published unaudited interim accounts
of the Company, GSD had gross assets of #680,000, comprising #109,000 of
tangible fixed assets and #571,000 of trade and other receivables. In the year
ended 30 September 2006, being the last published audited accounts of the
Company, GSD reported revenues of #7.9 million and an operating profit of #0.7
million, including revenues of #6.5 million and an operating profit of
approximately #2.2 million attributable to the contract with Ordnance Survey,
which was terminated on 6 October 2007. The balance of #1.4 million revenues and
#1.5 million operating loss was attributable to Tadpole Cartesia, Inc. (sold in
March 2007) and UK non-Ordnance Survey business.

The cash proceeds of the Disposal will be applied in funding the termination
costs of the non-transferring employees.


1 November 2007



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

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