NNN Nanosynth Group Plc

RNS Number:8412G
9999 plc
27 July 2006

9999 PLC (the "Company") announces that Mr Bob Holt has agreed to become
Executive Chairman of the Company. Mr Holt's role will principally be to lead
the Company's pursuit of an acquisition.  The Company has appointed advisers to
conduct due diligence on a company operating in the outsourcing sector which
would constitute a reverse takeover under the AIM Rules and would require
specific approval from Shareholders.  Although this is not a sector originally
targeted by the Board, the Directors believe that this opportunity should be
progressed.  The Company has conditionally agreed to raise #250,000 (before
expenses) by means of a subscription to 50,000,000 New Ordinary Shares at 0.5p
per share (the "Subscription") by Mr Holt to raise additional working capital in
order to assist the Company to pursue acquisitions.  As part of the terms of the
Subscription it is intended that following the EGM Mr Holt will become Executive
Chairman of the Company and Reg Pomfrett will be appointed as an additional
non-executive director of the Company.

As was noted in the Company's admission document, it is likely that any
acquisition will require either a further fund raising or the issue of further
equities to the vendors.

In view of the size and nature of the Subscription, the issue of the New
Ordinary Shares is conditional upon Shareholders' approval.

It is Mr Holt's strategy for the Company to develop in the area of outsourcing
and to actively pursue acquisitions in this sector.  The subscription monies
will provide the Company with additional working capital with which to pursue
this new strategy for the Company.  The Directors do not wish to undertake a
full entitlement offer to Shareholders as they do not believe the likely take-up
in such an offer would justify the costs of such an exercise.

Mr Holt is not currently a Shareholder but, immediately following the
Subscription, he will hold 50,000,000 Ordinary Shares, representing
approximately 52.63 per cent. of the enlarged issued ordinary share capital of
the Company.

The Panel on Takeovers and Mergers has agreed, subject to Shareholder approval,
to waive the obligation of Mr Holt to make a general offer to Shareholders under
Rule 9 which would otherwise arise upon completion of the Subscription.

For so long as he maintains his aggregate shareholding above 50 per cent.,
further acquisitions of interests over shares by Mr Holt will be unrestricted by
Rule 9 and he will not incur a further obligation under Rule 9 to make a general
offer.

Since his early 30s, Bob Holt (51) has built a reputation as an experienced
acquirer and builder of service businesses for UK plcs.  He has worked with the
two of the largest service businesses in the UK with responsibility for making
acquisitions.

In the 1990s, Mr Holt started to apply his skills to acquire businesses for
himself and today chairs a number of public listed companies where he retains
major shareholdings.  Mr Holt was appointed as Chairman of Mears Group PLC in
February 1996 prior to flotation of the company in October of the same year.

His background is in developing support service businesses and he has operated
in the sector since 1981.  Mr Holt is a member of the audit and remuneration
committees of Mears Group PLC and is also Chairman of Wyatt Group PLC and
Unicorn Asset Management Limited as well as being a non-executive director of
Sportingbet plc and Supporta plc.  Mr Holt is also a member of the PLUS Primary
Advisory Group.

Mr Holt is committed to wider community issues and is involved in a number of
private and public sector initiatives to improve the community for all.

Formerly chairman of Chemex International PLC, Reg Pomphrett (62) has been
involved in corporate finance for over 30 years. He was a partner with W
Greenwell & Co (a leading stockbroker) and a director of Greenwell Montague
until 1987. He has since been a director of both public and private companies
and is a non-executive director and company secretary of Mears Group PLC and
Wyatt Group PLC, both AIM listed companies, and a number of private companies.
He is a chartered secretary and a member of the Securities Institute.

In addition to the Subscription, options held by Dr Kalairajah and Mr Page
options over 4,000,000 and 1,000,000 shares respectively lapsed on 31 March
2006.  It is proposed, subject to Shareholder approval, to renew these share
options.  The exercise price will be 1p and if not exercised by 31 March 2010
will lapse in their entirety.

In its admission document, published on 29 March 2005, the Company stated that
its strategy was to seek investments in the financial services sector.  It went
on to state that, in the event that no investment has been made within the first
12 months after admission, a resolution would be put to Shareholders proposing
that the Company be liquidated and any surplus funds (after repayment of
creditors) returned to Shareholders.  However, the Board wishes to recommend
that Shareholders vote against this resolution.

The Company has today issued a circular to Shareholders convening an
Extraordinary General Meeting of the Company to be held on 21 August 2006.  At
the meeting, resolutions will be proposed as follows:-

1.   to authorise the Directors to wind up the Company and return funds to 
     Shareholders;

2.   to approve the waiver by the Panel of any obligation which would arise 
     under Rule 9 of the City Code as a result of the Subscription by Mr Holt as 
     set out in this document and on the terms of the Subscription Agreement,
     which will result in Mr Holt owning 52.63 per cent. of the enlarged issued
     Ordinary Share capital of the Company following the Subscription and
     accordingly, that Mr Holt would not be required to make an offer for the 
     balance of the enlarged share capital of the Company following the 
     Subscription;

3.   subject to and conditional upon the resolution 1 not being passed, to 
     disapply the pre-emption rights provisions of section 89 of the Act in 
     respect of the allotment of Ordinary Shares pursuant to the Subscription or
     otherwise having an aggregate nominal value of up to #500,000 (being up to
     200,000,000 Ordinary Shares);

4.   to approve the grant to Dr Kalairajah and Mr Page of options over 4,000,000 
     and 1,000,000 Ordinary Shares respectively, on the terms set out in 
     paragraph 7 of Part I of this document

Copies of the circular to Shareholders may be obtained free of charge during
office hours from the Company at its registered office at Third Floor, 3 College
Approach, Greenwich, London SE10 9HY for a period of up to one month following
date of the meeting.


Enquiries:

Rowan Dartington & Co Limited
Ian Rice                                              0117 933 0020



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