Tender Offer

RNS Number : 3923B
Gatekeeper Systems, Inc
15 August 2008

For immediate release 15 August 2008

Gatekeeper Systems, Inc. - Tender Offer to effect a Buyback of Common Shares

Gatekeeper Systems, Inc. ("Gatekeeper" or the "Group"), the leading global provider of intelligent shopping cart solutions, announces
that it is offering to buyback up to 2,500,000 of its issued and outstanding Common Shares (the "Maximum Repurchased Shares") by way of a
tender offer, at a price of �0.20 per Common Share, net to the seller in cash (the "Buyback"). Pursuant to this offer, holders of Common
Shares as at 15 September 2008 (the "Record Date") may sell their Common Shares to the Company upon the terms and subject to the conditions
set out in the Tender Offer to Purchase contained in a circular which is today being posted to shareholder (the "Circular" which constitutes
the "Offer"). Tendering Stockholders will not be obligated to pay brokerage fees or commissions pursuant to the Offer. Repurchased Common
Shares will no longer be outstanding, and will become a part of the authorised but unissued share capital of the Company.

Copies the Circular will shortly be available on the Company's website www.gatekeepersystems.com. The materials in the Circular provide
information regarding the Offer and instructions on what shareholders need to do to participate in the Offer. Shareholders should carefully
read the entire Circular before deciding to tender any Common Shares. To Tender Common Shares for sale, shareholders must comply with the
procedures set out in the Circular prior to the expiration of the Offer.

The Offer and withdrawal rights will expire at 1.00 P.M., London Time, on 15 September 2008, unless the Offer is extended in the
Company's sole discretion.

If more than 2,500,000 Common Shares are tendered, the Company will accept from each Stockholder their pro rata portion of such amount,
based on the total number of Common Shares tendered for sale, save that no Stockholder shall be required to tender more Common Shares than
the maximum number he, she or it, is willing to tender.

Gatekeepers' Board of Directors makes no recommendation as to whether or not shareholders should tender their Common Shares in the
Buyback. Shareholders must make their own decision whether to tender Common Shares for Buyback by the Company.

Purpose of the Offer

The Company has been using cash from operations and drawing on its line of credit facility to purchase its Common Shares from time to
time on AIM. It believes that, due to relatively inactive trading and the low profile of the Company in the market, the value of the Company
in terms of its business and growth prospects is not adequately reflected in the price at which the Common Shares are currently trading. Its
purchase of Common Shares is therefore believed to be in the best interests of the Company and its Stockholders.

Rather than continuing to make purchases of Common Shares on AIM, the Board determined that it would be appropriate to extend an offer
at a set price that exceeds the prices at which the Common Shares have been trading, and to provide Stockholders with an opportunity to sell
some or all of their Common Shares at that price without having to pay any brokerage fees or commissions or transaction costs associated
with open market sales. The Board believes that the Offer represents an efficient mechanism to provide eligible Stockholders with the
opportunity to tender their Common Shares and thereby receive a return of some or all of their investment if they so elect. It will also
allow the Company to broaden its purchases to include those Stockholders whose Common Shares might not otherwise be purchased by the Company
on AIM. Purchases pursuant to the Offer will also likely reduce the administrative burden associated with having a significant number of
Stockholders with a small holding of Common Shares.

The Board may seek to cancel the admission of its Common Shares on AIM and de-list. The Majority Stockholder, which currently holds
26,707,050 Common Shares (representing approximately 67.8% of the 39,397,693 outstanding Common Shares at the date of this circular), has
agreed that it will not tender any of the Common Shares held by it. If the Company purchases the Maximum Repurchased Shares pursuant to the
Offer, the Majority Stockholder would hold approximately 72.4% of the outstanding Common Shares. In the event that the Company decides to
cancel admission of its Common Shares on AIM, it must seek Board and Stockholder approval. The approval of the Stockholders' would be sought
in general meeting and the consent of not less than 75% of votes cast by Stockholders present at the general meeting would be required for
the Company to cancel admission of its Common Shares on AIM, in accordance with the AIM Rules for Companies. The Company will be required to
notify London Stock Exchange of its preferred cancellation date at least 20 business days prior to such date.

The Board believes that there would be significant costs savings from the Common Shares not being listed or traded on AIM. These costs
savings could be up to US$ 400,000 per year, not including the savings in executive and administrative time that is currently devoted to
investor relations, meeting reporting requirements and legal compliance. These funds could then be devoted to the business. In addition, the
low prices at which the Common Shares have traded on AIM and the lack of liquidity in recent periods has a potentially negative impact on
the Company's ability to raise additional capital, to use its Common Shares for acquisitions of other companies and to provide equity
incentives to its management and employees.

Plans for the Company

It is expected that, whether or not the Offer is successful, the business and operations of the Company will be continued substantially
as they are currently being conducted. The Company may decide to pursue strategic transactions in the future, such as acquiring or making
investments in other companies, as it has done in the past, or being acquired by another company. The Company has no current plans or
proposals to effect any such transactions, and there can be no assurances as to whether any such transactions will occur in the future.

Terms contained and defined in the Circular have the same meaning in this announcement unless the context otherwise requires.

For further information please contact:

Gatekeeper Systems, Inc.
Erik Paulson, CEO +1 949.268.1319
Aaron Neilsen, CFO +1 949.268.1323

Jeff Keating, Landsbanki +44 (0)20.7426.9000
Nomad & Broker

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

END

STRPIMPTMMBBBPP

Gatekeeper (LSE:GKR)
Historical Stock Chart
From May 2024 to Jun 2024