CITE Ls 2x Citi

    


Citel PLC



02 May 2008

                                    Citel plc

                           ("Citel" or the "Company")

                                 Sale of Assets

The Board of Citel is pleased to announce that Citel has entered into a
conditional agreement for the sale of the business and certain assets,
comprising substantially all the assets underlying the Company's trading
operations, to Tortel USA, LLC for US$2,300,000 (the "Disposal"). The
consideration may be adjusted by up to $300,000 (either up or down) on closing
to take into account fluctuations in stock value, raw materials and
work-in-progress ("Inventory"). Assuming no adjustment for the Inventory, a
payment of $1,850,000, less a $50,000 deposit received on signing the SPA, will
be made at closing, expected to be 31 May 2008, with the remainder paid on 30
September 2008.

Based on their carrying values as at 31 March 2008 the assets subject to the
Disposal had a value of approximately �2.5 million(1). These assets effectively
underpin the trading operations of the Company and as such all the losses
incurred by the Company, which in the year to 31 March 2008 amounted to
approximately �2.8 million(1) are attributable to these assets.

Proceeds from the Disposal will be used, in the first instance, to satisfy
obligations to creditors and employees. It is proposed that as soon as possible
after 30 September 2008, the Company should return residual cash (if any) to
shareholders and subject to shareholder approval, seek a members' voluntary
liquidation and cancel the Company's listing on AIM.

Upon settlement of all obligations and receipt of all proceeds on 30 September
2008, a determination of the amount and timing of a shareholder distribution
will be made. Residual proceeds (if any) will be a function of, inter alia,
trading through closing of the transaction, the successful negotiation of
outstanding obligations and collectability from debtors (which do not form part
of the Disposal). Whilst these variables make forecasting imprecise, the Company
expects to have a cash balance of approximately $500,000 at 30 September 2008.

The Disposal is the result of a strategic review process undertaken by the
Board. The Board considered and pursued the option of raising new funds to
support the business, but concluded that the environment was such that there was
no certainty that sufficient capital could have been raised to allow the Company
to reach cash break even. Whilst progress from a trading perspective has been
encouraging and new product shipments have started to grow, the Company has
continued to trade at a loss. Faced with diminishing resources, the Board,
having considered the various options available to preserve shareholder value
concluded that a sale of the assets or Company would be in the shareholders'
best interests.

Under the AIM rules this Disposal is deemed a disposal resulting in a
fundamental change of business. As such completion of the Disposal is
conditional on the consent of shareholders given in general meeting and a
circular will be dispatched to shareholders to call a general meeting to seek
such approval. On condition that the resolution to approve the Disposal is
passed by shareholders at the general meeting, the Company has agreed to change
its name to DietBrown plc, such change is also subject to approval by
shareholders. Tortel USA, LLC plans to operate the business and support the
existing customer base under Citel Technology LLC in the USA and Citel
Technology Limited in the UK.

Notes

1. The financial information has been extracted, without material adjustment,
from the unaudited management accounts for the period ended 31 March 2008. For
the avoidance of doubt this information is unaudited.

Enquiries:

Citel               Jose David, CEO                  001 206 965 8925
Panmure Gordon      Dominic Morley                +44 (0)20 7459 3600
                    Giles Stewart

The contents of this Press Release may contain forward-looking statements which
can be generally identified as such because the context of the statement will
include the words such as Citel plc "expects", "should", "believes",
"anticipates" or words of similar import. Such forward looking statements are
subject to certain risks and uncertainties including the financial performance
of Citel plc which could cause actual results, performance or achievements of
Citel plc to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements.

This Press Release does not constitute or form any part of any offer or
invitation to sell or issue or any solicitation of any offer to purchase or
subscribe for any securities in any jurisdiction, nor shall it (or any part of
it) or the fact of its distribution form the basis of, or be relied upon in
connection with, or act as any inducement to enter into, any contract or
commitment therefore.

Copyright 2008, Citel plc. All Rights Reserved.

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