30 March 2007
Directors' Dealings
The Clapham House Group plc
(“Clapham House” or the “Company”)
Directors’ dealings
Grant of options
Introduction
The Company announced earlier today a trading update and a proposed placing of 1,549,486 new ordinary shares of 10p each in the Company (the “Placing Shares”) at 300p per Placing Share (the “Placing Price”) to raise £4.65 million (before expenses) for the Company (the “Placing”). The Company is pleased to announce that the Placing Shares have been successfully placed with institutional and other investors. It is expected that admission of the Placing Shares to trading on AIM will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 4 April 2007.
The Company also announced earlier today that it had entered into an agreement, subject to shareholder approval, with Sarah Willingham, the Company’s Development Director, to acquire the 10,500 B ordinary shares of 1p each held by her in CHG2 Limited (the “Transaction”). The total consideration payable under the Transaction is £0.75 million, in cash, which will be financed from Clapham House’s existing cash resources and bank facilities. Following completion of the Transaction, Clapham House will own 100% of the issued share capital of CHG2. The Transaction is subject to the approval of shareholders pursuant to section 320 of the Companies Act 1985 (as amended). Such approval will be sought at an extraordinary general meeting of the Company to be held at the offices of Noble & Company Limited, 120 Old Broad Street, London, EC2N 1AR at 9:30 a.m. on 16 April 2007.
Directors’ dealings
The Company announces that, subject to shareholder approval of the Transaction and to demonstrate her continued commitment to Clapham House, Sarah Willingham has today agreed to subscribe approximately £0.34 million for 113,333 new ordinary shares of 10p each in Clapham House (the “Willingham Subscription Shares”) at 300p per Willingham Subscription Share.
Following completion of her subscription for the Willingham Subscription Shares, Sarah Willingham will hold 113,333 ordinary shares of 10p each in Clapham House, representing 0.31 per cent. of Clapham House’s ordinary share capital, as enlarged by the Placing, the issue of the Willingham Subscription Shares and the issue of the Management Subscription Shares (as defined below).
In addition, Nick Wong, Group Finance Director, and two further senior employees of Clapham House have today agreed to subscribe for, in aggregate, 47,181 new ordinary shares of 10p each in the Company (the “Management Subscription Shares”) at 300p per Management Subscription Share. Nick Wong, Group Finance Director, has agreed to subscribe for 7,181 of the Management Subscription Shares.
Following subscription for 7,181 Management Subscription Shares, Nick Wong will hold 12,500 ordinary shares of 10p each in the Company representing 0.03 per cent. of Clapham House’s ordinary share capital, as enlarged by the Placing, the issue of the Willingham Subscription Shares and the issue of the Management Subscription Shares.
Application will be made to the London Stock Exchange for the Willingham Subscription Shares and the Management Subscription Shares to be admitted to trading on AIM. It is expected that admission of the Management Subscription Shares will become effective and that dealings will commence in the Management Subscription Shares at 8.00 a.m. on 4 April 2007. It is expected that admission of the Willingham Subscription Shares will become effective and that dealings will commence in the Willingham Subscription Shares at 8.00 a.m. on 17 April 2007.
Grant of options
The Company announces that the Board has today granted options over ordinary shares of 10p each in the Company pursuant to the Clapham House Group PLC Unapproved Share Option Plan to the following directors:
| Director | Position | Number of options granted | Number of options held following this grant |
| Sarah Willingham | Development Director | 300,000 | 415,000 |
| Nick Wong | Group Finance Director | 25,000 | 325,000 |
All of the options issued above were granted at an exercise price of 300p per ordinary share. In each case the new options will be exercisable from 30 March 2010 until 30 March 2017.
These grants are in line with the policy established at the time of the admission of Clapham House’s shares to trading on AIM. This policy is that the total number of shares available for use under the Company’s share option schemes is adjusted on any further issues of shares so as to represent a maximum of 15% of the fully diluted share capital of the Company.