GLN Glen Grp

RNS Number:1077U
Glen Group PLC
09 May 2008


9 May 2008
                                 Glen Group plc
                           ("Glen" or "the Company")

                        Result of AGM and Board Changes

Result of Annual General Meeting

At the annual general meeting of the Company held today, all resolutions
proposed were duly passed.

Board changes

Glen announces today a number of forthcoming changes to the composition of its
Board, each of which will become effective on 1 June 2008.

   * Alan J Bonner, a co-founder and the Managing Director of Pinnacle Group
    Limited acquired by the Company in June 2007, will join the Board as Chief
    Executive Officer. Mr Bonner is the registered and beneficial owner of
    122,727,273 ordinary shares of 0.10p in the Company, representing
    approximately 10.28% of the issued share capital.

   * Graham J Duncan, the current CEO, will take on the role of Non-Executive
    Chairman.


   * Eric M Hagman CBE, who has been Non-Executive Chairman of the Company
    since it was first admitted to AIM in December 2004, is stepping down to
    pursue his other business interests.

Following the sale of Eclectic Group Limited ("Eclectic") and I G Software
Limited ("inGroup") in early January 2008 for a net consideration of #2.7m, the
Board has considered a range of options for the Company. Given the skill set of
the management team, and recognising market conditions, the Board believes that
it remains appropriate to follow our defined telecommunications integration
strategy where we continue to see opportunities, particularly in the development
of new technologies such as voice over broadband ("VoIP").

In respect of his role as Non-Executive Chairman, Mr Duncan has entered into a
letter of appointment which is for an initial period of one year with a
three-month rolling notice period thereafter. Separately, he has entered into a
consulting contract to provide a package of services to Glen over a period of
three years, covering certain financial and M&A work. In order to assist in
lowering the costs of the business given its reduced size, Mr Duncan has agreed
to bring his existing executive service contract to an end on 31 May 2008,
without compensation, notwithstanding that it has a one year notice period.
These changes are designed to substantially reduce the annual operating costs of
the Group without losing the services and considerable experience of Mr Duncan.

Memorandum of Understanding

The Company has been informed that Mr Duncan, Mr Bonner and five other
shareholders (who together own or control approximately 26.8 per cent. of the
issued shares of the Company) have entered into a memorandum of understanding
("MOU") for the purposes of promoting the development of the Company and its
business and regulating certain matters thereto.

The memorandum contains certain provisions relating to the purchase or sale of
shares in the Company by the parties to the MOU. The MOU also confirms the
telecom-centric strategy set out in the Company's circular dated 19 December
2007. The MOU provides that any proposed material change to the strategy or
certain issues of new shares in the Company should receive the prior approval of
a specified majority of the holders of the shares in the Company held by the
parties to the MOU, but subject thereto the parties to the MOU will vote in
favour of any shareholder resulution proposed by the directors.

The MOU confirms that, subject to the terms of the MOU, the directors shall
retain complete discretion regarding the management and operations of the
Company.
Commenting on the board changes, Mr Duncan stated:

"I should firstly like to pay tribute to Eric Hagman, our outgoing Chairman who
has served us well. His experience and wise counsel have been invaluable as we
built the business. Following the sale of Eclectic and inGroup at the beginning
of 2008, the size of Glen has been materially downscaled and Eric felt that his
contribution was, inevitably, going to be diluted given the size of the
continuing business. From all members of the Board, past and present, I wish
Eric well.

I would also like to warmly welcome Alan Bonner to the Board as CEO. Alan has a
deep knowledge of the telecom industry and I am sure he will work tirelessly to
build a telecom-centric solutions business which can deliver shareholder value
over time.

I am also pleased to be able to step into the role of Non-Executive Chairman
which will allow me to fully support Alan as he seeks to bring the group to
profitability with a strategy which can bring sustainable growth to the business
over time. This role will also allow me to spend more time identifying and
appraising opportunities which have the capability of enhancing shareholder
value.

These changes will give us a reduced annual operating cost base and will provide
the focussed expertise needed to re-build the business following the major
changes that we have made to it this year and last."

Enquiries:

Glen Group plc
Graham J Duncan, Chief Executive Officer            Tel: 0845 119 2100

Seymour Pierce
Jonathan Wright                                     Tel: 020 7107 8000

Pelham PR
Alex Walters                                        Tel: 020 3170 7435


Notes:

Alan John Bonner, age 42, is currently a director of the following companies:

Explore IT Limited
Glen Communications Limited
Pinnacle ICT Limited
Pinnacle Data Limited
Pinnacle Group Limited
Pinnacle Mobile Limited
Pinnacle Telecom PLC
Sports Club Telecom Limited
Windrush Motorsport Limited

In the past five years, Mr Bonner has also been a director of Itelso Limited.

Mr Bonner currently owns 122,727,273 ordinary shares in the capital of the
Company.



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

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