Schedule 1 - Velti plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Velti plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office: 22 Grenville Street, St Helier, Jersey JE4 8PX

Trading address: First Floor, 28-32 Pembroke Street Upper, Dublin 2, Republic of Ireland

COUNTRY OF INCORPORATION:

Currently UK but is re-domiciling and on Admission will be Jersey incorporated

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.velti.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company's principal activity is the provision of mobile marketing and advertising solutions for mobile operators, advertising agencies and media groups.

Velti plc ("Velti" or "Old Velti") announced on 23 October 2009 a proposed scheme of arrangement (the "Scheme") under sections 895 to 899 of the Companies Act 2006 (the "Act") relating to the corporate structure of Velti. The Scheme will entail introducing a new Jersey-incorporated, AIM-listed company also to be named Velti plc ("New Velti") as the holding company of Velti and its subsidiary undertakings (the "Group"). New Velti will be tax resident in the Republic of Ireland.

Under the Scheme, all of the existing holders of Old Velti ordinary shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Velti on a one-for-one basis. The respective holdings of shareholders in New Velti upon the Scheme becoming effective will therefore be the same as the respective holdings of shareholders in Old Velti immediately prior to the Scheme becoming effective.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

37,530,261 Ordinary Shares of 5p each

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Anticipated market capitalisation £70 million approx

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

67.68% 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

David Mann, Non Executive Chairman

Alexandros Moukas, Chief Executive Officer

Chris Kaskavelis, Chief Operating Officer

Menelaos Scouloudis, Chief Commercial Director

David Hobley, Non Executive Director

Jerry Goldstein, Non Executive Director

Nicholas Negroponte, Non Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Chris Kaskavelis - 12.27%

Alexandros Moukas - 10.92%

Fidelity Investments Limited - 9.97%

F&C Asset Management - 5.56%

Banco Commercial Potrugues - 6.59%

Intana Management LLC - 4.37%

Menelaos Scouloudis - 4.90%

EFG Eurobank Ergasias SA Bank - 3.18%

Silvercreek Capital Management LLC - 3.10%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

n/a

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) NA

(ii) 30 June 2010, 30 September 2010, 30 June 2011

EXPECTED ADMISSION DATE:

18 December 2009

NAME AND ADDRESS OF NOMINATED ADVISER:

Royal Bank of Canada Europe Limited, 71 Queen Victoria Street, London EC4V 4DE

NAME AND ADDRESS OF BROKER:

Royal Bank of Canada Europe Limited, 71 Queen Victoria Street, London EC4V 4DE

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

DATE OF NOTIFICATION:

28/10/2009

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

3 May 2006

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Following due and careful enquiry, Velti plc confirm that it has adhered to all legal and regulatory requirements involved in having its securities traded on AIM.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.velti.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Following admission, the Group's principal activities will continue to be the provision of mobile marketing and advertising solutions for mobile operators, advertising agencies and media groups. 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Other than as contained in the interim accounts for Velti plc for the period ended 30 June 2009 or as otherwise notified by Velti via a Regulatory Information Service, there has been no significant change in the Group's financial or trading position since the end of the financial period ended 31 December 2008.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Velti plc have no reason to believe that the working capital available to the Velti or the Velti Group will be insufficient for at least 12 months from the date of admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

n/a

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Velti's securities will be settled in CREST

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.velti.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Please see the AIM Appendix document at http://www.velti.com/index.cfm/Investor_Relations/1030

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.velti.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

n/a