IMJ Imjack

required to make a general offer to shareholders. The Takeover Panel has agreed, 
however, to waive the obligation of the Concert Party to make a general offer 
("Waiver"), subject to the shareholders (excluding the Concert Party) 
("Independent Shareholders") voting in favour of a resolution (the "Waiver 
Resolution") to approve the Waiver by the Takeover Panel. 
 
Jeffrey Morris together with his wife Debra Morris, his adult children Joshua 
Morris and Leah Morris, Sygal Limited a Tellbrook Vendor and Wamey Limited, a 
company which is owned by Joshua Morris and Leah Morris, are deemed to be acting 
in concert for the purpose of the Code.  Pursuant to the acquisition of 
Tellbrook and JD Connect, the Loan Conversions, the Creditors Conversion and the 
Placing, the Concert Party will upon completion of the Proposals be interested 
in 144,456,376 Ordinary Shares, representing 47.64 per cent of the enlarged 
share capital of the Company.  Assuming full exercise of the Sygal Warrants, the 
Morris Warrants and the conversion of the Convertible Loan Stock into Ordinary 
Shares, the maximum number of Ordinary Shares held by the Concert Party will be 
169,789,710 representing 54.37% per cent of the fully diluted enlarged share 
capital of the Company. 
 
Shareholders should be aware that, following Completion and exercise of the 
Morris Warrants, the Sygal Warrants and conversion of the Convertible Loan Stock 
into Ordinary Shares, members of the Concert Party will hold more than 50 per 
cent. of the Company's voting share capital and may accordingly increase the 
Concert Party's interests in Ordinary Shares without incurring any further 
obligation under Rule 9 to make a general offer.  However, any individual member 
of the Concert Party who acquires additional Ordinary Shares and, as a result of 
such acquisition, holds 30 per cent. or more of the Ordinary Shares will 
(without the Takeover Panel's consent) incur an obligation under Rule 9 of the 
City Code to make a general offer for the Company. 
 
 
RECOMMENDATION 
 
The Independent Director, who has been so advised by Daniel Stewart, considers 
the Proposals including the waivers of obligations on the Concert Party under 
Rule 9 of the Code to be fair and reasonable and in the best interests of the 
Independent Shareholders and the Company as a whole and therefore recommend the 
Shareholders to vote in favour of the Resolutions to be proposed at the GM, as 
he and his family intend to do so and have given irrevocable undertakings to do 
so in respect of their own legal and beneficial shareholding, amounting in 
aggregate to 2,706,863 Ordinary Shares, representing 2.43 per cent. of the 
Existing Ordinary Shares. In giving its advice, Daniel Stewart has taken into 
account the Directors' commercial assessments. 
 
The Company has not sought irrevocable commitments from other Shareholders to 
vote in favour of the Proposals. On the basis that members of the Concert Party 
will not be entitled to vote on these resolutions, the Company has received 
irrevocable commitments in respect of 2.43 per cent. of the Ordinary Shares 
entitled to vote on the Waiver Resolutions. 
 
In accordance with the provisions of the Takeover Code, the Concert Party is 
considered to be interested in the outcome of the Waiver Resolutions and, 
accordingly, none of its members will vote on the Waiver Resolutions, and they 
have so confirmed this to the Company. 
 
 
CIRCULAR AND NOTICE OF GENERAL MEETING 
 
The Proposals are subject to the satisfaction of certain conditions and to 
shareholder approval which will be sought at a General Meeting ("GM") on 7 June 
2010. A circular regarding the Proposals set out above and notice of general 
have today been sent to shareholders and is available on the Company's website. 
 
 
BOARD CHANGES 
 
The Company announces that Len Sanderson, Richard Addis and David Lynde have 
resigned from the Board.  The Company thanks them all for their services and 
wishes them well for the future. 
 
The Company is pleased to announce that Jeffrey Morris (aged 51) has been 
appointed as interim Chief Executive Officer.  Mr Morris, a substantial 
shareholder of the Company, is a Leeds-based entrepreneur who founded imJack and 
determined the nature of its product offering. Prior to this, Mr Morris was 
Chief Executive Officer of Minorplanet Systems plc having established that 
company in 1997. 
 
Mr Morris has been a key provider of continued financial support to the Company 
over the years and further to the Company's announcement on 11 January 2010, the 
Company is pleased to announce that the dispute with Mr Morris, regarding the 
provision of funds under the terms of a loan facility agreement entered into 
with him in May 2009 has been amicably resolved. It is anticipated that the 
Company will benefit from the significant sales expertise of Mr Morris in 
relation to the roll out of the ImJack platform and that the board of Directors 
and the management team will be strengthened at the appropriate time once the 
Company has begun to generate significant revenues. 
 
The following information in respect of Jeffrey Morris is disclosed pursuant to 
Rule 17, Schedule Two (g) of the AIM Rules: 
 
Current Appointments: 
 
Morco Retail Limited 
Morco Group Limited 
Morris & Lewis (Leeds) Limited 
Autogain Limited 
HAK Property Limited 
HAK Direct Limited 
Eye Candy (UK) Limited 
Diamond Shape Limited 
Lettar Limited 
Wamey Limited 
 
Previous Appointments: 
 
imJack Secure Communications Limited 
Dogs B Limited 
imJack plc 
HAK Services Limited (see below) 
HAK Developments Limited (see below) 
Countrylarge Limited (see below) 
 
On 7 April 2009, HAK Services Limited, a company which provided property 
management services of which Mr Morris was a director was placed into creditors 
voluntary liquidation. The  estimated  deficiency to creditors was GBP1.2 
million. 
 
On 7 April 2009, Countrylarge Limited, a wholesaler of designer accessories of 
which Mr Morris was a director was placed into creditors voluntary liquidation. 
The estimated  deficiency to creditors was GBP0.9 million. 
 
On 7 April 2009, HAK Developments  Limited, a property development company, of 
which Mr Morris was a director was placed into creditors voluntary liquidation. 
The estimated  deficiency to creditors was GBP0.8 million. 
 
 In 1978 Mr Morris was adjudged bankrupt by Leeds County Court. In 1983 he was 
granted an unconditional discharge. 
 
As disclosed in the Admission Document published by the Company (which was 
previously called Amteus plc) in January 2006, in 1994 the Securities and 
Exchange Commission ("SEC") made allegations against Mr Morris relating to an 
investment made by Mr Morris. Mr Morris co-operated fully with the SEC from the 
outset of their investigation; however, he was unable to sustain the continuing 
escalation in costs as a result of being involved in such an action against an 
agency of the US Government and Mr Morris agreed a full and final settlement 
with the SEC in 1995 without admitting or denying allegations made by the SEC. 
There was no finding of fact against Mr Morris and the SEC accepted this. 
 
As at the date of this announcement, Mr Morris is beneficially interested in 
18,849,192 Ordinary Shares, (including those held by his wife Debra Morris but 
not those holdings of Mr Morris' adult children) representing approximately 
16.91 per cent. of the Company's issued share capital following the Placing. 
Following completion of the Proposals, at Admission, Mr Morris is expected to be 
beneficially interested in 79,182,525 Ordinary Shares representing approximately 
26.12 per cent. of the enlarged share capital. 
 
 
CHANGE OF ADVISER 
 
The Board is pleased to announce that it has appointed Daniel Stewart & Company 
plc as Nominated Adviser to the Company with immediate effect. 
 
 
For further information, please contact: 
 
imJack Plc                                                        Tel: 01653 618 
016 
Michael Abrahams, Chairman 
 
Daniel Stewart & Company plc                          Tel: 020 7776 6550 
Emma Earl 
Simon Leathers 
 
Rawlings Financial PR Limited                           Tel: 01653 618 016 
Catriona Valentine 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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