StatPro Group PLC – Proposal to Warrant Holders

For immediate release
29 April 2005

STATPRO GROUP PLC

(“StatPro” or the “Group”)

Proposal to Warrant holders

StatPro Group plc (‘StatPro’ or the ‘Group’), the AIM listed provider of portfolio analytics solutions for the global asset management industry, announces it has today made a proposal to its warrant holders as detailed below.

Highlights:

  • Proposal to eliminate unlisted warrants thereby simplifying Company’s capital structure
  • Accelerated exercise of warrants will raise up to £0.54 million (before expenses) for the Company whilst reducing potential maximum dilutive effect of warrants in 2007
  • Proceeds to be used to invest in growth opportunities

StatPro has outstanding 4,250,000 Warrants to subscribe for Ordinary Shares of 1 penny each in the Company (‘Ordinary Shares’) exercisable at 80p per share up to 17 May 2007 (‘Existing Warrants’). The Existing Warrants were issued at the time of the Company’s flotation on the London Stock Exchange in May 2000. For the last three and a half years the Ordinary Shares have traded below the exercise price of the Existing Warrants, being 80p. The Existing Warrants are not listed on either AIM or the Official List.

The Directors of StatPro believe that eliminating the Warrants and thereby simplifying the Company’s capital structure would be in the best interests of the Company and its shareholders as a whole. To achieve this objective, the Company is inviting the holders of the Existing Warrants to realise value from their investment in the Existing Warrants by way of the proposal set out below.

StatPro is inviting holders to exchange the Existing Warrants for a total of 1,700,000 new warrants to subscribe for Ordinary Shares (‘New Warrants’). The number of New Warrants being offered represents 40% of the number of Existing Warrants. The New Warrants will be exercisable at 32p per Ordinary Share (representing a price of 40% of the exercise price of the Existing Warrants) at any time up to Friday 10 June 2005. The exercise price of the New Warrants represents a discount of approximately 40% to the current middle market price of an Ordinary Share. If all the holders of the Existing Warrants exchange the Existing Warrants for New Warrants and exercise the New Warrants, £0.54 million (before expenses) will be raised by the Company to invest in growth opportunities.

The Existing Warrants will be acquired by the Company free from all encumbrances together with all rights attaching to them.

Save to the extent that the New Warrants will be exercisable at a substantial discount to the exercise price of the Existing Warrants and exercisable only in the period up to Friday 10 June 2005, the terms of the New Warrants are otherwise consistent with the terms of the Existing Warrants.

Holders of Existing Warrants should note that that the proposal being made by the Company in respect of Existing Warrants is not subject to any minimum level of acceptance.

Related party transaction

The proposals constitute a related party transaction under the AIM Rules to the extent that three Directors of the Company, Carl Bacon, Charles Fairbairn and Dominic Wheatley, are the holders of 17,500, 7,500 and 162,500 Existing Warrants respectively, being in aggregate 4.4% of the Existing Warrants. The independent Directors, Justin Wheatley, Andrew Fabian, and Mark Adorian having consulted with Corporate Synergy plc, the Company’s Nominated Adviser, consider the terms of the proposals to be fair and reasonable so far as shareholders are concerned. The directors having an interest in the warrants have confirmed that it is their current intention to make application and to exercise in respect of their warrants.

The full details of the proposal and an application form are being posted to each warrant holder today. The level of applications will be announced on the day of the Company’s Annual General Meeting on 18 May 2005.

– Ends –

For further information, please contact:

StatPro Group plc

Justin Wheatley, Chief Executive 020 8410 9876
Andrew Fabian, Finance Director

Corporate Synergy Plc

Justin Lewis/Edward Vandyk 020 7448 4400

Smithfield

Reg Hoare/Sarah Richardson 020 7360 4900

Notes to Editors:

StatPro Group plc is a leading provider of portfolio analytics solutions for the global asset management industry. StatPro floated on the London Stock Exchange in May 2000 and transferred its listing in June 2003 to AIM. StatPro has grown its revenue from continuing operations from £1.8 million in 1999 to £9.1 million in 2004.

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