| Proposed Placing |
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The Company is pleased to announce that it has conditionally raised £1 million (before expenses) by the placing ("the Placing") of 20,000,000 new Ordinary Shares (representing approximately 24.4 per cent. of the current issued ordinary share capital of 81,908,190 Ordinary Shares) at a placing price of 5p per new Ordinary Share. Under the Placing, the new Ordinary Shares have been conditionally placed with institutional and other investors by KBC Peel Hunt Ltd ("KBC Peel Hunt"), including with Keith Todd, the Company's Executive Chairman. The Placing is not being underwritten by KBC Peel Hunt. The board of directors ("the Board") will use the net proceeds of the Placing to provide further working capital, in particular to strengthen the Company's balance sheet in support of the Company's significant sales opportunities. The new Ordinary Shares will be allotted credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date of their allotment. The Company has today entered into a placing agreement with KBC Peel Hunt (the "Placing Agreement") pursuant to which KBC Peel Hunt has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing is conditional on the passing of a special resolution to be proposed at an extraordinary general meeting of the Company to be held at 11.00 a.m. on 16 January 2004. The Placing is also conditional on admission of the new Ordinary Shares to trading on AIM becoming effective and the Placing Agreement becoming unconditional in all other respects and not having been terminated in accordance with its terms on or before 19 January 2004 (or such later time or date being not later than 30 January 2004, as KBC Peel Hunt may determine) Application will be made to London Stock Exchange plc for the new Ordinary Shares to be admitted to trading on AIM and it is expected that admission will become effective and that dealings will commence in the new Ordinary Shares on 19 January 2004. The net cash proceeds from the Placing will further strengthen the Company's balance sheet and your Board believes that this additional strength will be commercially beneficial to the Company to enable it to engage successfully with large customers. The Company considered other methods of raising the necessary funds including the offer of new Ordinary Shares by way of an open offer or a rights issue but decided that in the circumstances, taking account of time constraints and transaction costs, the proposed Placing was the most appropriate method. |