RNS Number:9063J
Public Network PLC
10 April 2003
Public Network plc
10 April 2003
Issue of Circular to shareholders including Notice of EGM and Interim
Results
Public Network plc posted today a circular ("Circular") to shareholders and
optionholders containing details of a proposed share capital reorganisation,
debt conversion and subscription for new ordinary shares. The Circular
contains a notice of an extraordinary general meeting ("EGM"), to be
held at Howard Kennedy Solicitors, 19 Cavendish Square, London, W1A 2AW at
10.00 am on Tuesday 6 May 2003 at which resolutions to approve the Proposals
which will be put to shareholders. In addition, the circular includes the
interim results for the six months ended 30 September 2002.
A full copy of the Circular is set out below.
In addition, your attention is drawn to the announcements made today regarding
the acquisition by Public Network plc of the entire issued share capital of
Scenedraft Limited from High Street Acquisitions Limited and the appointment of
Paul Ryan as Non-Executive Director of Public Network plc.
For further information, please contact:
Public Network Plc. 020 8547 0220
David Martin
Numerica Capital Markets Limited 020 7467 4000
Jeff Ward
James Hannon
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
When considering what action to take, you are recommended to seek your own
personal financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under the Financial
Services and Markets Act 2000 immediately.
If you have sold or transferred all or part of your Ordinary Shares in Public
Network plc, you should forward this document and the accompanying form of proxy
as soon as possible to the purchaser or transferee, or to the stockbroker, bank
or other agent through whom the sale or transfer was effected for transmission
to the purchaser or transferee except that such documents should not be
forwarded or transmitted in or into the United States, Canada, Australia, Japan
or South Africa.
----------------------------------------------------
Public Network plc
(Registered and incorporated in England and Wales under the Companies Act 1985
with Registered Number 3726935)
Proposed Reorganisation of share capital and Amendments to Articles of
Association
and
Proposed Issue of 1,992,325 New Ordinary Shares of 5p each pursuant to Debt
Conversion Proposals
and
Proposed Issue of 1,166,250 New 30% Cumulative Convertible Redeemable Preference
Shares of 5p each pursuant to Debt Conversion Proposals
and
Proposed Subscription for 1,666,667 New Ordinary Shares of 5p each at 9p per
share
and
Interim Statement for the six months ended 30 September 2002
----------------------------------------------------
Notice of the Extraordinary General Meeting of Public Network plc to be held at
Howard Kennedy Solicitors, 19 Cavendish Square, London, W1A 2AW at 10.00 am on
Tuesday 6 May 2003 is set out at the end of this document. The form of proxy
for use at the meeting accompanies this document and, to be valid, should be
completed and returned in accordance with the instructions set out thereon as
soon as possible but in any event so as to reach The Company Secretary, Public
Network plc, Unit 15 Kingsmill Business Park, Chapel Mill Lane, Kingston upon
Thames, Surrey, KT1 3GZ not later than 10.00 a.m on Sunday 4 May 2003.
CONTENTS
Page
Expected timetable of principal events 2
Part 1: Letter from the Chairman of Public Network plc 3
Part 2: Interests following Implementation of the Proposals 10
Part 3: Pro forma combined net assets and Shareholders' Funds 11
Part 4: Interim Results for the six months to 30 September 2002 13
Independent Review Report by Auerbach Hope to Public Network 17
plc
Part 5: Additional information 18
Notice of Extraordinary General Meeting 19
Definitions 23
Page 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for lodging forms of proxy for use 10.00 a.m. on Sunday
at the Extraordinary General Meeting 4 May 2003
Extraordinary General Meeting 10.00 am on Tuesday 6
May 2003
Record date and latest time for dealing in Existing 4.30pm on Tuesday 6
Ordinary Shares May 2003
Expected date of Admission of the New Ordinary Shares Wednesday 7 May
2003
Page 2
PART 1: LETTER FROM THE CHAIRMAN
Public Network plc
(Incorporated and registered in England and Wales with No.3726935)
Directors: Registered Office:
Alan Lionel Grace (Chairman) 85 Elsenham Street
David Joseph Martin (Managing Director) London
Simon Andrew Banks-Cooper (Finance Director) SW18 5NX
John Sebastian Mackay (Non-Executive Director)
Richard Lech Nowacki (Non-Executive Director)
Paul Ryan (Non-Executive Director)
10 April 2003
To Shareholders and, for information only, to Optionholders.
Proposed Reorganisation of share capital and amendments to Articles of
Association and Proposed Issue of 1,992,325 New Ordinary Shares of 5p each
pursuant to Debt Conversion proposals and Proposed Issue of 1,166,250 New
Cumulative Convertible Redeemable Preference Shares of 5p each pursuant to Debt
Conversion Proposals and Proposed Subscription for 1,666,667 New Ordinary Shares
of 5p each at 9p per share.
Dear Shareholder
THIS DOCUMENT IS VERY IMPORTANT. IN ORDER TO ENSURE THE VIABILITY OF THE
COMPANY IT IS NECESSARY THAT SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS TO
BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY CONVENED FOR
TUESDAY 6 MAY 2003. FURTHER DETAILS ARE SET OUT BELOW.
Background
As you will be aware, your Company's shares were suspended from trading on AIM
on 2 January 2003 pending publication of the half-yearly report that was delayed
in view of the uncertainty about the Company's working capital position at that
time. Since then the Board of Directors have sought to achieve a satisfactory
solution to the Company's financial position. The key uncertainties facing the
Board were the high level of indebtedness on the balance sheet and the
requirement for further investment to fund working capital. The Board of
Directors has concluded that a Capital Reorganisation is required to facilitate
the reduction of the indebtedness and to raise #150,000 before expenses
(#125,000 net of expenses) by way of a Subscription for New Ordinary Shares of
5p each at 9p per share. It is proposed that the Debt Conversion will involve
#342,531 of the existing indebtedness being converted into New Ordinary Shares
of 5p each at differing rates and in addition, further indebtedness of #349,875
will be converted into New Preference Shares of 5p each at 30p per New
Preference Share. The Board of Directors may seek to raise further working
capital in the future and is also continuing to evaluate possible acquisitions
of complementary businesses.
The reason for the Capital Reorganisation is because the Existing Ordinary
Shares of the Company are currently trading at a market price which is below
their nominal value of 10p each. The Companies Act 1985 provides that a company
may only lawfully issue new shares for a Subscription price at or above the
nominal value of those shares. Accordingly, to facilitate: the Subscription for
New Ordinary Shares; the reduction of the indebtedness; and to be able to issue
New Ordinary Shares of the Company pursuant to any future fundraising and/or
acquisitions, it is proposed that each share in the capital of the Company,
currently having a nominal value of 10p each, be sub-divided. In addition, the
Directors
Page 3
consider that a consolidation of the resulting ordinary share capital
of the company should, inter alia, assist in improving the attractiveness of the
Company to potential investors and hence to facilitate the growth of the Company
and its profile. Furthermore the Directors believe that the Company's shares
should trade within parameters that are generally acceptable to the market and
listing authorities. Accordingly it is proposed that every 10 ordinary shares
resulting from the sub-division of the Existing Ordinary Shares be consolidated
into one New Ordinary Share of 5p each.
The purpose of this document is to provide Shareholders with the information
relating to the proposals for a Capital Reorganisation, Debt Conversion
Proposals, Subscription for New Ordinary Shares as well as what the effects
will be, and to convene the EGM to seek Shareholders' approval for the
Resolutions required to implement them. The proposals are conditional upon the
approval of Shareholders and admission of New Ordinary Shares to trading on AIM.
Working Capital
The Debt Conversion Proposals and the proceeds from the Subscription of #150,000
(#125,000 net of expenses) represent an important element of the Group's
projected cash flow and will constitute a significant contribution to the
working capital requirements of the Group.
In addition, there are risks as to the adequacy of the Group's working capital
in the short term. The Group's working capital adequacy is dependent on the
receipt of revenue from new business ventures and enhanced revenue from an
increased level of roll out of kiosks to existing customers and markets. The
new business ventures are in new undeveloped markets with inherent uncertainty
as to the emergence of any potential agreements with third parties. It follows
that it is difficult to predict, with certainty, whether or not revenues will be
achieved on schedule and, therefore, the actual timing and amount of revenues
received cannot be guaranteed.
On passing of the Resolutions, the Group will not have any significant
borrowings. The Group does not have any material borrowing facilities beyond
the current bank overdraft.
On the basis that, the Group is able to generate sufficient funds from the new
business ventures and the enhanced revenue from the increased roll out of kiosks
on a timely basis, and in addition the Debt Conversion Proposals and the
proceeds of #150,000 (#125,000 net of expenses) from the Proposed Subscription
by GHW Group PLC become effective, the Directors are of the opinion that the
Group will have sufficient working capital for its present requirements. In the
event, however, that the generation of revenue from the new business ventures
and the enhanced revenue from the increased level of roll out of kiosks do not
emerge, further working capital will be required to continue trading in the
short term.
Capital Reorganisation
The proposed Resolutions as set out in the EGM notice in this Document envisage
the following steps being taken:
*Subdivision of each Existing Ordinary Shares of 10p each into 20 ordinary
shares of 0.5p each and the redesignation of 19 in every 20 ordinary shares
of 0.5p each as Deferred Shares;
*Consolidation of ordinary shares of 0.5p each into New Ordinary Shares of
5p each;
*The conversion of #342,531 current indebtedness into 1,992,325 of New
Ordinary Shares of 5p each at different conversion prices as detailed on
Pages 5 and 6 of this document;
*The conversion of #349,875 current indebtedness into 1,166,250 of New
Preference Shares of 5p each at 30p per New Preference Share as detailed on
Page 6 of this document; and
*The Subscription for 1,666,667 New Ordinary Shares of 5p each at 9p per
share.
Page 4
The New Ordinary Shares will carry identical rights (on a share for share basis)
to the Existing Ordinary Shares that they are replacing.
The New Preference Shares will include the right to attend and vote at general
meetings of the Company and they will carry the right to a fixed, cumulative
and preferential dividend at the rate of 30% per annum calculated on the nominal
capital paid up on the New Preference Shares together with the right to
participate for a dividend equally with the New Ordinary Shares after the New
Ordinary Shareholders have received a dividend at the rate of 30% per annum
calculated on the nominal capital paid up on the New Ordinary Shares. The New
Preference Shares will enable the holders to repayment of 30p per share on a
winding up or other return of capital in priority to any payment to the holders
of the New Ordinary Shares and in addition on the right to participate in any
payment of capital equally with the New Ordinary Shares after the New Ordinary
Shareholders have received a dividend of 30p per share. As to conversion, the
New Preference Shares are convertible at the option of the holder at any time on
the basis of one New Ordinary Share for every New Preference Share held. The
New Preference Shares will be redeemable at the option of either the Company,
subject to payment in full of all accrued but unpaid cumulative dividends, or by
the holder, who may require in such notice that all accrued cumulative dividends
are paid prior to such redemption, by notice duly served after 31 December 2004,
at par together with a premium of 25p per New Preference Share. The New
Preference Shares will have similar rights as to the receipt of capital in the
event of a sale of more than 50% of the share capital or of the sale of all or
substantially all of the assets and undertaking of the Company
The Deferred Shares will carry no right to attend and vote at general meetings
of the Company and they will carry no right to receive any dividend or
distribution. Restrictions attaching to the Deferred Shares will render them
effectively valueless. No share certificates will be issued to Shareholders in
respect of Deferred Shares nor will the Deferred Shares be admitted to trading
on AIM. It will also be a term of the issue of the Deferred Shares that they
shall be deemed to confer irrevocable authority on the Company at any time to
cancel them in accordance with the Companies Act 1985 without making any payment
to the holders of the Deferred Shares and accordingly no certificates of title
will be posted to shareholders.
The full rights attached to the New Ordinary Shares, the New Preference Shares
and the Deferred Shares are set out in the full terms of the proposed changes to
the Articles of Association that will be available for inspection from the date
of this document until the close of the Extraordinary General Meeting at Howard
Kennedy Solicitors, 19 Cavendish Square, London, W1A 2AW.
Also upon completion of the Capital Reorganisation every authorised, but
unissued Ordinary Share of 10p, will be divided into two New Ordinary Shares of
5p each.
Application will be made to AIM for Admission of the New Ordinary Shares to
trading on AIM where the Ordinary Shares are currently traded. It is expected
that Admission will take place and dealings in the New Ordinary Shares will
commence on Wednesday 7 May 2003 except for the New Ordinary Shares to be issued
under the Proposed Subscription by GHW Group PLC that will be admitted following
allotment in accordance with a subscription agreement between the Company and
GHW Group PLC as described on page 6 of this document. The mid-market price of
the Existing Ordinary Shares of 10p each at suspension from trading on AIM on 2
January 2003 was 2.25p.
The Company proposes to issue new share certificates in respect of the allotted
New Ordinary Shares. The certificates will be despatched by first class mail at
the risk of the shareholder by Wednesday 14 May 2003. Until definitive share
certificates in respect of the New Ordinary Shares are despatched, no temporary
document of title will be issued and transfers will be certified against the
share register.
Shareholders who hold their Existing Ordinary Shares in uncertified form will
have their CREST accounts credited with the New Ordinary Shares following their
Admission to AIM, that is expected to occur on Wednesday 7 May 2003. The
registration of uncertificated holdings in respect of the Existing Ordinary
Shares will be "disabled" at close of business on Tuesday 6 May 2003. The
Deferred Shares will not be eligible for settlement through CREST.
Page 5
Conversion of indebtedness and commitments to subscribe for shares
The following creditors have given irrevocable commitments to vote in favour of
the Resolutions and subject to the Resolutions being duly passed to apply for
New Ordinary Shares to be paid up by discharge of existing indebtedness at
different rates as set out below:
Debt to be Conversion New Ordinary Shares resulting
converted price from conversion of debt
Alan Grace #33,750 17p 198,529
David Martin #99,000 12p 825,000
Richard Nowacki #34,500 17p 202,941
High Street #90,000 20p 450,000
Acquisitions
Limited
GHW Group plc #85,281 27p 315,855
Providence Investment Company Limited and Field Capital Limited have given
irrevocable commitments to vote in favour of the Resolutions and subject to the
Resolutions being duly passed, to apply for New Preference Shares to be paid up
at 30p per New Preference Share by discharge of a total of #349,875 of existing
indebtedness.
GHW Group plc, a long-standing Shareholder, made a short-term loan of #45,000 to
the Company in February 2003 and has entered into a subscription agreement to
purchase 1,666,667 New Ordinary Shares pending Shareholder Approval of the
Resolutions. The loan of #45,000 will be converted as part of the consideration
for these New Ordinary Shares pending Shareholder Approval of the Resolutions.
The balance of the Subscription proceeds, namely #105,000 will be transferred to
the Company by a payment of #105,000 not later than twelve noon on the business
day prior to the date of the passing of the Resolutions. A provision of the
Subscription Agreement requires that #50,000 of the Subscription proceeds will
not be drawn down prior to 28 days after the Resolutions are passed without the
prior approval of GHW Group plc. Subscription shares will be allotted as
follows: in respect of 1,111,111 New Ordinary Shares against the loan of #45,000
and #55,000, out of the payment of #105,000 described in this paragraph, not
later than twelve noon on the Business Day following the date of the passing of
the Resolutions; and in respect of 555,556 New Ordinary Shares against the
drawdown of the balance of #50,000, out of the payment of #105,000 described in
this paragraph, within 28 days of the passing of the Resolutions or if drawdown
has not been effected by that time on drawdown by 12 noon on the twenty ninth
day after the Resolutions are passed.
Interests Following Implementation of the Proposals
The allotment of New Ordinary Shares pursuant to the conversion of the
Directors, investors and deferred consideration indebtedness will not be made on
a pre-emptive basis. The effect on the Company's issued share capital of the
Directors, investors and deferred consideration indebtedness being converted
into New Ordinary Shares and New Preference Shares is set out in the table
contained in Part 2 on Page 10 of this document.
Pro forma net asset position
The Pro forma net asset position is included in Part 3 of this document for
illustrative purposes and a letter on the pro forma net asset position from
Auerbach Hope is set out also in Part 3 of this document.
Page 6
Taxation
For the purposes of United Kingdom capital gains tax, the Share Reorganisation
will not be treated as involving a disposal of the Existing Ordinary Shares .
The Deferred Shares and the New Ordinary Shares will be treated as though they
had been acquired at the same time and for the same consideration as the
Shareholder's original shareholding of Existing Ordinary Shares. The base cost
of the Shareholder's original shareholdings will be apportioned between the
Deferred Shares and the New Ordinary Shares in proportion to their respective
market values. Therefore, in view of the rights which will attach to the
Deferred Shares, the effect will be that a Shareholder's base cost in Existing
Ordinary Shares will be transferred to his holding of New Ordinary Shares. If a
Shareholder disposes of some or all of those shares the Shareholder may,
depending on personal circumstances, incur a liability to United Kingdom capital
gains tax.
Shareholders who are converting existing debt owed by the Company, and any other
Shareholders who are in any doubt as to their tax position or who are subject to
tax in a jurisdiction other than the United Kingdom, should consult their
independent financial advisers.
Fractional Entitlements
Fractional entitlements in respect of any New Ordinary Shares will be rounded
down to the nearest whole number.
Interim Results, Current trading and Group prospects
The interim results for the six months to 30 September 2002 show the
consequences of difficult market conditions for internet kiosks over the period.
Although sales revenue has been increased by 100% compared with the same period
last year, market conditions were and continue to be challenging. Delays to
key contracts, as announced on 23 December 2002, coupled with these difficult
conditions led to working capital constraints and hence the temporary suspension
of trading of your Company's shares on 2 January 2003. To address the working
capital situation, your Board has today issued notification of an Extraordinary
General Meeting to consider a Capital Reorganisation and share Subscription.
The Capital Reorganisation and the Subscription, if approved, will significantly
improve the Group's position to pursue opportunities in the marketplace to grow
both the installed base of units and revenues as well as substantially improve
the Group's Balance Sheet.
Current Trading
We have continued to pursue the prospects that we had identified towards the end
of last calendar year, notably:
* The Ministry of Defence in Cyprus and in Germany;
* Other core travel sector markets; and
* Youth Hostel Association.
Against a difficult backdrop, our business continues to grow with kiosks being
shipped to sites with increasing frequency and I am pleased to inform you that
we have now started to supply Kiosks against some of the prospects mentioned
above, including:
* Ministry of Defence - Germany, 33 Kiosks supplied to date;
* Ministry of Defence - Cyprus, 9 kiosks supplied and through a local
operator another 50 units for the hotel and associated trades sector in Cyprus.
The current agreed plan indicates another 40 units will be supplied to our
Cyprus Operator; and
Page 7
* The Caravan Club - 17 units in April to their major sites with a
further 25 units to be delivered over the next 2 months.
In addition we continue to obtain new business and we continue to receive new
enquiries from our identified market sectors:
* Sales of 2 units to Cable & Wireless Ascension Island with 5 more to
follow and the opportunity to expand into the Falkland Islands;
* A further 3 units to the Royal National Hotel, London in addition to
the 8 units currently supplied; and
* British Trust Hotels has agreed to install units into most of their
chain of 24 hotels.
Group Prospects
As announced in November 2002, our core business of generating revenue from our
Kiosks and from associated sponsorship has turned into a predictable, structured
activity. We continue to focus on efficiency and cost control with a closely
controlled fixed cost base.
In addition to its 500 installed units, the Group currently holds further stock
of some 500 fully equipped kiosks purchased at beneficial rates from Yava Ltd in
December 2001 and from High Street Acquisitions Ltd in September 2002, allowing
the Group to maximise the opportunity for additional revenue increases.
I remain committed to the progress of the Group's strategy against a difficult
market and operating background.
On behalf of the board can I thank you for your support that continues unabated.
Extraordinary General Meeting
A notice convening an EGM of the Company to be held at Howard Kennedy
Solicitors, 19 Cavendish Square, London, W1A 2AW is set out at the end of this
document. At this EGM Resolutions will be proposed in order to give effect to
the Capital Reorganisation and Subscription described above.
A copy of the proposed new Articles of Association will be available for
inspection from the date of this document until the close of the Extraordinary
General Meeting at Howard Kennedy Solicitors, 19 Cavendish Square, London, W1A
2AW.
Action to be taken
A Form of Proxy for use at the EGM by Shareholders is enclosed. Whether or not
Shareholders intend to be present at the meeting, they are requested to
complete, sign and return the Form of Proxy in accordance with the instruction
printed thereon, to The Company Secretary, Public Network plc, Unit 15 Kingsmill
Business Park, Chapel Mill Lane, Kingston upon Thames, Surrey, KT1 3GZ , as
soon as possible and in any event so as to arrive not later than 10 a.m. on
Sunday 4 May 2003. The completion and return of a Form of Proxy will not
preclude Shareholders from attending and voting in person should they
subsequently wish to do so.
Further information
Your attention is drawn to the further information set out in Part 5 of this
document.
Page 8
Recommendation
Certain Directors of the Company, namely Alan Grace, David Martin and Richard
Nowacki will be converting loans made to the Company. Paul Ryan, Non Executive
Director to Public Network plc, is Company Secretary of High Street
Acquisitions Limited, a company that will also be converting certain
indebtedness under these proposals. In addition, until 31 March 2003, Simon
Banks-Cooper, Finance Director to Public Network plc, was a Director of GHW
Group plc, the company that will be converting loans and subscribing in the
share capital of Public Network plc under these proposals. As a result, John
Sebastian Mackay, is the only Director who is independent of all of the
proposals. The Independent Director, who has been so advised by Numerica
Capital Markets Limited, considers that the terms of the transaction are fair
and reasonable insofar as shareholders are concerned and recommends Shareholders
to vote in favour of the Ordinary and Special Resolutions. In providing such
advice to the Independent Director, Numerica Capital Markets Limited has placed
reliance on the Directors' commercial assessments of the Group's financial
position and prospects. Those of the Directors who hold shares in the Company
intend to vote in favour of the Resolutions in respect of their beneficial
shareholdings totalling 3,840,000 Existing Ordinary Shares, representing
approximately 14.03 per cent of the issued share capital of the Company.
In the opinion of the Board, if the resolutions required to implement the
Capital Reorganisation, the Debt Conversion and Subscription Proposals are not
approved by Shareholders, or if either the Debt Conversion Proposals or the
Proposed Subscription do not otherwise become unconditional, the Company will
have insufficient funds to continue to trade and the Directors would have no
alternative other than to apply to have the Company put into insolvent
liquidation, with the likely result that Shareholders would receive nothing on
the distribution of the Company's assets. In the event that the generation of
revenue from the new business ventures and the enhanced revenue from the
increased level of roll out of kiosks do not emerge, further working capital
will be required to continue trading in the short term.
Yours faithfully
Alan Grace
Chairman
Page 9
PART 2: Interests Following Implementation of the Proposals
(1) (2) (3) 4)
Holding of % of Shares resulting from Subscription
Shares voting Debt Conversion
following rights
consolidation
to New
Ordinary
Shares
Preference Ordinary Ordinary
Alan Grace 121,500 4.4% 198,529
David 142,500 5.2% 825,999
Martin
Richard 120,000 4.4% 202,941
Nowacki
High Street
Acquisitions Ltd 150,000 5.5% 450,000
GHW Group plc 66,300 2.4% 315,855 1,666,667
Field Capital 205,651 7.5% 332,917
Providence
Investment
Company Ltd 100,000 3.7% 833,333
Other 1,830,580 66.9%
Total 2,736,531 100% 1,166,250 1,992,325 1,666,667
(5) (6)
Total of holdings of % of voting rights
shares after completion for New Preference
of the Proposals and Shares and New
Subscription Ordinary Shares
Alan Grace 320,029 4.2%
David 967,500 12.8%
Martin
Richard 322,941 4.3%
Nowacki
High Street
Acquisitions Ltd 600,000 7.9%
GHW Group plc 2,048,822 27.1%
Field Capital 538,568 7.1%
Providence
Investment
Company Ltd 933,333 12.3%
Other 1,830,580 24.2%
Total 7,561,773 100%
Page 10
PART 3: Pro forma combined net assets and shareholders' funds
The following table sets out a pro forma statement of combined net assets and
shareholders' funds of the Group following completion of the proposals as
detailed in the document dated Thursday 10 April 2003 of which this table forms
a part. This table has been prepared for illustrative purposes only and,
because of its nature, may not give a true picture of the financial position of
the Group. The pro forma statement is compiled from the unaudited consolidated
balance sheet of Public Network plc as at 30 September 2002 as set out in Part 4
of this document.
As at Adjustment Adjustment Adjustment Pro
1 2 3 forma
30 Sept
02
#'000 #'000 #'000 #'000 #'000
Fixed Assets
Intangible 906 906
Tangible 268 268
-------- --------
1,174 1,174
Current Assets
Debtors 153 153
Cash at Bank 28 125 153
-------- --------
181 306
Creditors: amounts falling
due
within one year (469) 93 54 (322)
-------- --------
Net current liabilities (288) (16)
-------- --------
Total assets less current 886 1,158
liabilities
Creditors: amounts falling
due
more than one year (634) (93) 639 (88)
-------- --------
252 1,070
-------- --------
Capital and Reserves
Called up share capital 2,737 155 83 2,975
Share premium account 980 537 42 1,560
Profit & loss account (3,465) (3,465)
-------- --------
Shareholders' Funds 252 1,070
-------- --------
Adjustment 1
This reflects loans made to the Company, by the Directors, subsequent
to 30 September 2002
Adjustment 2
This reflects the debt for equity exchange by various parties as
explained in this EGM notice
Adjustment 3
This reflects the Subscription for new shares
net of expenses
No adjustments have been made to reflect the results of
trading from 1 October 2002
Page 11
The Directors
Public Network plc
85 Elsenham Street
London
SW18 5NX
The Directors
Numerica Capital Markets Limited
66 Wigmore St
London
W1U 2HQ
10 April 2003
Dear Sirs
Public Network plc
We report on the pro forma financial information set out in Part 3 of the
circular dated 10 April 2003, which has been prepared, for illustrative purposes
only, to provide information about how the proposals set out in the notice to
the document dated 10 April 2003, of which this letter forms a part, might have
affected the financial information presented.
Responsibilities
It is the responsibility solely of the Directors of Public Network plc to
prepare the pro forma financial information. It is our responsibility to form
an opinion on the pro forma financial information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us
on any financial information used in the compilation of the proforma financial
information beyond that owed to those to whom reports were addressed by us at
the dates of their issue.
Basis of opinion
We conducted our work in accordance with the Statements of Investment Circular
Reporting Standards and Bulletin 1998/S 'Reporting on pro forma financial
information pursuant to the Listing Rules 'issued by the Auditing Practices
Board. Our work, which involved no independent examination of the underlying
financial information, consisted primarily of comparing the unadjusted financial
information with the source documents, considering the evidence supporting the
adjustments and discussing the pro forma financial information with the
Directors of Public Network plc.
Opinion
In our opinion:
. the pro forma financial information has been properly compiled on the basis
stated;
. such basis is consistent with the accounting policies of Public Network plc;
and
. the adjustments are appropriate for the purposes of the pro forma financial
information as disclosed.
Yours Faithfully
Auerbach Hope
58-60 Berners Street
London
W1T 3JS
Page 12
PART 4 -INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2002
Consolidated Profit and Loss Unaudited Unaudited Audited
Account
6 months 6 months Year
Note to 30 Sep to 30 Sep to 31 Mar
02 01 02
# # #
Turnover 190,891 94,937 234,180
Cost of sales (296,779) (325,213) (153,308)
---------- ---------- ---------
Gross (loss)/profit (105,888) (230,276) 80,872
Administrative expenses (323,641) (243,502) (963,248)
---------- ---------- ---------
Operating loss (429,529) (473,778) (882,376)
Interest receivable and similar 70 251
income
Interest payable and similar (12,416) (5,623) (3,531)
charges
---------- ---------- ---------
Loss on ordinary activities (441,945) (479,331) (885,656)
before taxation
Taxation on loss on ordinary - - -
activities ---------- ---------- ---------
Loss on ordinary activities (441,945) (479,331) (885,656)
after taxation
Dividends - - -
---------- ---------- ---------
Retained loss for the period (441,945) (479,331) (885,656)
========== ========= ========
Loss per ordinary share (pence)
Basic loss per share 2 (1.70)p (3.18)p (4.68)p
There are no recognised gains or
losses other than those reported
above.
All of the above figures are
for continuing operations.
Page 13
Consolidated Balance Sheet Unaudited Unaudited Audited
As at As at As at
30 Sep 02 30 Sep 01 31 Mar 02
# # #
Fixed Assets
Intangible assets 906,353 624,933 802,341
Tangible assets 268,142 276,475 267,724
----------- ---------- ----------
1,174,495 901,408 1,070,065
=========== ========== ==========
Current Assets
Stock - 2,891 -
Debtors 153,569 97,465 145,495
Cash at bank and in hand 28,032 473 46,462
------------- ------------ ------------
181,601 100,829 191,957
Creditors
Amounts falling due within one (469,366) (473,605) (178,245)
year ------------- ------------ ------------
Net current (liabilities)/assets (287,765) (372,776) 13,712
============= ============ ============
Total assets less current 886,730 528,632 1,083,777
liabilities
Creditors
Amounts falling due after more (634,360) - (539,460)
than one year
-------------- ------------- -------------
Net assets 252,370 528,632 544,317
============== ============= =============
Capital and reserves
Called up share capital 2,736,530 1,973,819 2,586,530
Share premium account 980,290 1,170,993 980,292
Profit and loss account (2,616,180) (3,022,505)
(3,464,450)
-------------- ------------- -------------
Equity shareholders' funds 252,370 528,632 544,317
============== ============= =============
Page 14
Consolidated Cash Flow Statement
Unaudited Unaudited Audited
6 months 6 months Year
Note to 30 Sep to 30 Sep to 31 Mar
02 01 02
# # #
Net cash outflow from operating 4 (72,767) (418,116) (431,513)
activities
Returns on Investments and servicing (12,416) (5,553) (3,280)
of finance
Capital Expenditure - payments to (88,133) (47,584) (203,358)
acquire fixed assets ---------- ---------- ----------
Net cash outflow before financing (173,316) (471,253) (638,151)
Financing 102,400 474,753 691,212
---------- ---------- ----------
(Decrease) / increase in cash in (70,916) 3,500 53,061
period ========== ========== ==========
Notes to the interim report
1. Basis of preparation
The board approved the financial information set out in this report on 3 April
2003.
This statement does not comprise statutory accounts under the meaning of Section
240 of the Companies Act 1985 (as amended) ("The Act").
The financial information for the year ended 31 March 2002 is an extract from
Public Network plc's latest Group Accounts. Full accounts for the year then
ended, which contain an unqualified auditor's report and no statement under
Section 237(2) or (3) of the Act, have been delivered to the Registrar of
Companies.
2. Loss per share
Loss per share for the half year ended 30 September 2002 has been calculated on
the loss after taxation and on 25,939,077 ordinary shares (6 months to 30
September 2001: 15,073,940 and full year to March 2001: 18,917,284), being the
weighted average of ordinary shares in issue and ranking for dividend during the
period.
3. Going Concern
At the date of approving these interim results, there exists a fundamental
uncertainty concerning the Group's ability to continue as a going concern
When assessing the foreseeable future the Directors have looked at a period of
twelve months from the date of approval of the accounts. The Directors consider
that the uncertainties referred to below cast doubt on the Group's ability to
continue as a going concern, nevertheless the Directors believe that sufficient
revenues and finance will be generated, and therefore consider that it is
appropriate to prepare the Group's accounts on a going concern basis, which
assumes that the Group is to continue in operational existence for the
foreseeable future.
Page 15
The Group is dependent on its ability to generate significant revenues and free
cash flow from new business ventures and from an increased level of roll out of
kiosks to existing customers and markets. The new business ventures are in new
undeveloped markets with inherent uncertainty as to the emergence of any
potential agreements with third parties. It follows that it is difficult to
predict, with certainty, whether or not revenues will be achieved on schedule
and, therefore, the actual timing and amount of revenues received cannot be
guaranteed. In the event, however, that the generation of revenue from the new
business ventures and the enhanced revenue from the increased level of roll out
of kiosks do not emerge, further working capital will be required to continue
trading in the short term.
In addition the Group's ability to continue as a going concern is dependent on
the success of the Debt Conversion Proposals and the proceeds of #150,000
(#125,000 net of expenses) from the Proposed Subscription by GHW Group PLC
becoming effective.
The interim results do not include any adjustment that would result should the
Group not generate sufficient revenues, free cash flow or raise additional
finance through injections of debt or equity. It is not practical to quantify
the adjustments that might be required, but should any adjustments be required
they may be significant.
4. Reconciliation of operating loss to net cash outflow from operating
activities
# # #
Operating loss (429,529) (473,778) (882,376)
Depreciation 133,701 167,837 385,484
(Increase) in stocks - (2,891) -
Increase / (decrease) in creditors 231,135 (120,134) 102,559
(Increase) / decrease in debtors (8,074) 10,850 (37,180)
--------- --------- ---------
(72,767) (418,116) (431,513)
========= ========= =========
5. Reconciliation of net cash flow to movement in net debt
# # #
(Decrease) / increase in cash in period (70,916) 3,500 53,061
Non-cash movements (333,535) - (127,538)
Opening net debt at the start of the (671,243) (596,766) (596,766)
period
---------- --------- ---------
Closing net debt at the end of the period (1,075,694) (593,266) (671,243)
========== ========= =========
Page 16
Independent Review Report by Auerbach Hope to Public Network plc
Introduction
We have been instructed by the company to review the financial information set
out on Pages 13 to 16 and we have read the other information contained in Part
1: Interim Results, Current trading and Group prospects of the circular dated 10
April 2003, of which this letter forms a part, and considered whether it
contains any apparent misstatements or material inconsistencies with the
financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. As a company
quoted on the Alternative Investment Market (AIM), Public Network plc has
voluntarily elected to follow the Listing Rules of the Financial Services
Authority which require that the accounting policies and presentation applied to
the interim figures should be consistent with those applied in preparing the
preceding annual accounts except where any changes, and the reasons for them,
are disclosed.
Review work performed
We conducted our review in accordance with guidance continued in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review is
substantially less in scope than an audit performed in accordance with United
Kingdom Auditing Standards and therefore provides a lower level of assurance
than an audit. Accordingly we do not express an audit opinion on the financial
information.
Fundamental Uncertainty-Going Concern
In arriving at our review conclusions, we have considered the adequacy of
disclosures made in note 3 to the Interim Report concerning the fundamental
uncertainty as to whether the Group is a going concern. The Group will need to
generate significant revenues and free cash flow from its enhanced roll out of
existing products and from new business ventures to meet its liabilities as they
fall due. In addition the Debt Conversion Proposals and Share Subscription will
need to be completed. The interim results do not include any adjustment that
would result should the Group not generate sufficient revenues, free cash flow
or raise additional finance through injections of debt or equity. It is not
practical to quantify the adjustments that might be required, but should any
adjustments be required they may be significant
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2002.
Auerbach Hope, Chartered Accountants
58-60 Berners Street
London
W1T 3JS
10 April 2003
Page 17
PART 5 ADDITIONAL INFORMATION
RESPONSIBILITY
The Directors, whose names appear on page 3 of this document, accept
responsibility for the information contained in this document. To the best of
the knowledge and belief of the Directors (who have taken all reasonable care to
ensure that such is the case)the information contained in this document is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
GENERAL
1. Auerbach Hope Chartered Accountants and Registered Auditors, of 58-60
Berners Street, London, W1T 3JS have given and have not withdrawn their written
consent to the issue of this document with the inclusion herein of their name
and their report set out in Parts 3 and 4 of this document and the references to
them in the form and context in which they appear.
2. Numerica Capital Markets Limited has given and has not withdrawn its
written consent to the issue of this document with the inclusion herein of its
name and the references to it in the form and context in which they appear.
Page 18
PUBLIC NETWORK PLC
("the Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will
be held at Howard Kennedy Solicitors, 19 Cavendish Square, London, W1A 2AW at
10.00 a.m. on Tuesday 6 May 2003, for the following purposes, namely:
1. Subject to resolutions 2 to 7 below being duly passed, to consider and
if thought fit pass the following resolution as a special resolution:
"THAT each of the issued ordinary shares of 10p in the capital of the
Company be converted and subdivided into nineteen Deferred Shares of 0.5p each
and one ordinary share of 0.5p such Deferred Shares to carry the right to
repayment of 0.5p each on a winding up or repayment of capital of the Company
after repayment of the amount due on all other classes of share capital in the
Company but to carry no other right to participate in the capital or income of
the Company and to carry no right to vote and the holder of each Deferred Share
irrevocably consents to the Company making an application at any time to the
Court for cancellation of the same with or without consideration upon such terms
as the Directors think fit"
2. Subject to resolutions 3 to 7 below being duly passed, to consider and
if thought fit pass the following resolution as a special resolution:
"THAT 558,125 of the unissued ordinary shares of 10p each in the
capital of the Company be subdivided and converted into 1,166,250 30% cumulative
convertible redeemable preference shares of 5p each which shall carry:
a) A fixed cumulative preferential dividend at the rate of 30%
per annum (exclusive of the associated tax credit) on the capital for the time
being paid up on those shares excluding the premium payable in respect of each
accounting reference period for the Company or part thereof in respect of the
period from the date of adoption of the new Articles of Association to the next
accounting reference date only if and so far as the distributable profits for
that period of the Company and its subsidiaries (so far as attributable to the
Company) as shown by the certified accounts for that period shall in the opinion
of the Directors (which shall be conclusive) justify such payment;
b) An additional right to participate in any distribution pari
passu with the New Ordinary Shares to the extent that any distribution shall be
made in the relevant financial year in excess of a dividend at the rate of 30%
per annum on the nominal capital paid up on the New Ordinary Shares;
c) On a winding up, dissolution or other return of capital the
right to repayment of 30p per New Preference Share plus all accrued dividends in
priority to any payment to the holders of the New Ordinary Shares;
d) An additional right to participate in a winding up,
dissolution or return of capital pari passu with the New Ordinary Shares to the
extent that any such repayment shall be made in excess of 30p on each New
Ordinary Share;
e) In the event of a Share Sale or an Asset Sale, the proceeds
of such Share Sale or Asset Sale (the "Sale Proceeds") shall be reallocated
between the holders of the shares in the capital of the Company so as to ensure
the following order of application of the Sale Proceeds:
i. First, in paying to the holders of the New Preference Shares an amount
of 30p per New Preference Share plus all accrued cumulative dividends
attributable to any such New Preference Shares; and
ii. Second, in paying to the holders of the New Ordinary Shares an amount
of 30p per New Ordinary Share; and
Page 19
iii. Thereafter any balance, after paying the amount due on the deferred
shares pursuant to Article 3.2, shall be paid to the holders of the New
Preference Shares and New Ordinary Shares pari passu and pro rata to the number
of such shares held by each of them (for the purposes only as if the same
constituted one class).
For the purpose of this Article "Asset Sale" shall mean the sale or other
disposal of all or substantially all of the undertaking or assets of the Company
(and whether the consideration for such Asset Sale is to be satisfied in cash,
shares, loan stock or a combination thereof or otherwise) and "Share Sale" shall
mean the sale of any part of the share capital to any person resulting in that
person together with any person acting in concert with such person holding more
than 50% of the issued share capital of the Company (and whether the
consideration for such sale is to be satisfied in cash, shares, loan stock or a
combination thereof or otherwise).
f) Entitlement to one vote for each New Preference Share held;
g) The right to convert at the option of the holder by notice
duly served at any time to such number of New Ordinary Shares in the Company
that have an equal nominal value as the shares being converted;
h) The right to redeem the New Preference Shares and all accrued
cumulative dividends at the option of either the Company, subject to payment in
full of all accrued but unpaid cumulative dividends, or by the holder, who may
require in such notice that all accrued cumulative dividends are paid prior to
such redemption, by notice duly served after 31 December 2004 at par together
with a premium of 25p per New Preference Share against delivery to the Company
of the certificates for the shares to be redeemed whereupon they shall cease to
rank for dividend provided that no New Preference Shares shall be redeemed
otherwise than out of distributable profits or the proceeds of a fresh issue of
shares made for the purposes of the redemption;
3. Subject to resolutions 4 to 7 below being duly passed to
consider and if thought fit pass the following resolution as an ordinary
resolution:
"THAT every ten issued ordinary shares of 0.5p each in the capital of the
Company be consolidated into one ordinary share of 5p and all the remaining
unissued ordinary shares of 10p each be subdivided into ordinary shares of 5p
each"
4. Subject to resolutions 5 , 6 and 7 below being duly passed,
to consider and if thought fit to pass the following resolution that will be
proposed as an ordinary resolution:
"THAT for the purposes of Section 80 of the Companies Act 1985 ("the Act") (and
so that expressions used in this resolution shall bear the same meaning as in
the said section) the Directors be and they are hereby generally and
unconditionally authorised to exercise all or any of the powers of the Company
to allot relevant securities of the Company up to an aggregate nominal value of
#2,263,470 to such persons at such times and on such terms as they think proper,
such authority to expire (unless previously renewed, varied or revoked by the
Company in General Meeting) at the conclusion of the next Annual General Meeting
of the Company following the passing of this Resolution or if sooner 15 months
after the date of this Resolution, save that the Company may prior to such
expiry make any offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may allot relevant
securities pursuant to any such offer or agreement notwithstanding the expiry of
the authority given by this resolution and so that all previous authorities of
the Directors pursuant to Section 80 of the Act be and they are hereby revoked."
5. Subject to resolutions 6 and 7 below being duly passed, to
consider and if thought fit to pass the following resolution as a Special
Resolution:
"THAT the Directors be and they are hereby empowered pursuant to Section 95 of
the Companies Act 1985 ("the Act") to allot equity securities (within the
meaning of Section 94(2) of the Act) in the capital of the Company for cash
pursuant to the authority conferred on them in accordance with Section 80 of the
Act by resolution 4 as if Section 89(1) of the Act did not apply to such
allotment provided that this power:
Page 20
(a) shall expire at the conclusion of the next Annual General Meeting of
the Company following the passing of this resolution (or if sooner 15 months
after the date of this resolution), save that the Company may prior to such
expiry make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the Directors may allot equity securities
pursuant to any such offer or agreement notwithstanding the expiry of the
authority given by this resolution and so that all previous authorities of the
Directors pursuant to Section 95 of the Act be and they are hereby revoked; and
(b) shall be limited to the allotment of equity securities for cash up to a
nominal amount of #500,000
6. Subject to resolution 7 below to consider and if thought fit
to pass the following resolution as a Special Resolution:
"THAT the Articles of Association of the Company be and are hereby
altered by the deletion of all the existing articles of association and their
substitution by the articles contained in the document produced to the Meeting
and initialled by the Chairman for identification"
7. To consider and if thought fit pass the following resolution as a
Special Resolution:
"THAT resolutions 1 to 6 above shall be deemed to have no effect and not to have
been passed if the New Ordinary Shares of 5p each resulting from the passing of
resolutions 3 and 6 above shall not be admitted to trading on AIM before 30 May
2003.
BY ORDER OF THE BOARD
R A MacDonald Watson (Company Secretary)
85 Elsenham Street, London SW18 5NX (Registered Office)
Thursday 10 April 2003
Notes:
1. A member who is entitled to attend the meeting and vote is entitled to
appoint a proxy or proxies to do so instead of him or on his behalf. A proxy
need not be a member of the company. A form of proxy must be received by the
Company not less than 48 hours before the meeting. A proxy is only able to vote
if a poll is taken on any question and may join in any demand for a poll; but he
is not able to speak at the meeting. A form of proxy is attached.
2. The Form of Proxy and power of attorney or other authority (if any) under
which it is signed, or a notarially certified copy of such authority, must be
deposited at the offices of the Company Secretary, Unit 15 Kingsmill Business
Park, Chapel Mill Lane, Kingston Upon Thames, Surrey, KT1 3GZ by 10 a.m. on day
Sunday 4 May 2003.
3. In the case of joint holders, the signature of only one of the joint
holders is required on the form of proxy but the vote of the first names on the
register of members will be accepted to the exclusion of other joint holders.
Page 21
PUBLIC NETWORK PLC
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF THE ABOVE NAMED COMPANY
TO BE HELD AT 19 CAVENDISH SQUARE, LONDON W1A 2AW
AT 10.00 a.m. on Tuesday 6 May 2003
I/We
of
being members of Public Network Plc HEREBY APPOINT
either 1. The Chairman of the meeting
or failing him 2.
of
as my/our proxy to vote in my/our name(s) and on my/our behalf at the
Extraordinary General Meeting of the Company to be held on Tuesday 6 May 2003
and at any adjournment of the same.
I DIRECT AND REQUIRE that my proxy votes as follows in relation to the
resolutions set out in the notice of the meeting.
FOR AGAINST ABSTAIN
RESOLUTION NO 1: to re-classify the Existing Ordinary
Shares
RESOLUTION NO 2: to create New Preference Shares
RESOLUTION NO 3: to consolidate ordinary shares
RESOLUTION NO 4: authorise the Directors pursuant to
Section 80 of the Companies Act 1985
RESOLUTION NO 5: to disapply Section 89(1) of the
Companies Act 1985
RESOLUTION NO 6: to adopt new Articles of
Association
RESOLUTION NO 7: to deem resolutions 1 to 6
ineffective if the New Ordinary Shares
are not admitted to AIM
NOTE: Unless otherwise instructed a proxy may use his own discretion whether to
vote or to abstain from voting. Also, unless otherwise instructed, a proxy who
does vote may do so as he thinks fit.
DATED 2003
SIGNED :
Print name :
NOTES:
1. To be valid this form of proxy must be completed and lodged with
the Company at the offices of the Company Secretary, Unit 15 Kingsmill Business
Park, Chapel Mill Lane, Kingston upon Thames, Surrey KT1 3GZ not less than 48
hours prior to the time fixed for the meeting or adjourned meeting.
2. If not signed personally by the member, the power of attorney or
other authority under which the proxy is executed by a person on behalf of the
member (or a copy of such authority which is certified notarially or in some
other way approved by the Directors of the Company) must also be lodged with the
Company at the address stated in Note 1 above not less than 48 hours prior to
the meeting or adjourned meeting.
3. A member which is a corporation must either execute this form
under seal or under hand of an officer or other person authorised in writing in
that behalf.
4. In the case of joint holders, the signature of only one of the
joint holders is required on the form of proxy but the vote of the first name on
the register of members will be accepted to the exclusion of other joint
holders.
Page 22
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
"Admission" the admission of the allotted New Ordinary Shares to trading
on AIM in accordance with the AIM Rules on 7 May 2003;
"AIM Rules" the rules of AIM;
"AIM" the Alternative Investment Market of the London Stock
Exchange;
"Capital the proposed reorganisation of the share capital of the
Reorganisation" Company described on pages 4 to 6 of this document and in the
Notice of EGM;
"Company" Public Network plc;
"Debt the proposed discharge of existing indebtedness by the issue
Conversion" of New Ordinary Shares or New Preference Shares as applicable
and as described in this document;
"Deferred the 519,940,814 non-voting deferred shares of 0.5p each in
Shares" the share capital of the Company resulting from the Capital
Reorganisation;
"Directors or the the directors of the Company whose names appear on page 3 of
Board" this document;
"EGM" or the extraordinary general meeting of the Company to be held
Extraordinary at 19 Cavendish Square, London, W1A 2AW on 6 May 2003, notice
General Meeting of which is set out at the end of this document;
"Existing Ordinary the 27,365,306 10p ordinary shares in issue at the date of
Shares" this document;
"Form of Proxy" the form of proxy for use by Shareholders at the EGM and
which accompanies this document;
"GHW Group PLC" a company registered in England and Wales and a party to both
the Debt Conversion and Subscription;
"Group" Public Network plc and its subsidiaries;
"Independent means John Sebastian Mackay;
Director"
"New Ordinary the holders of New Ordinary Shares;
Shareholders"
"New Ordinary the ordinary shares of 5p each in the share capital of the
Shares" Company resulting from the Capital Reorganisation;
"New Preference the 30% cumulative convertible redeemable preference shares
Shares" of 5p each resulting from the Capital Reorganisation;
Page 23
"Notice of EGM" the notice of the EGM set out at the end of this document;
"Proposals" the proposals including the Capital Reorganisation, Debt
Conversion and Subscription and other matters, in each case
as described in this document;
"Resolutions" the resolutions numbered 1 to 7 (inclusive) set out in the
Notice of EGM;
"Shareholders" holders of Existing Ordinary Shares;
"Subscription" the subscription by GHW Group PLC for 1,666,667 New Ordinary
Shares of 5p each at 9p per share under a subscription
agreement as described on Page 6 of this document.
Page 24
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FGGMDKGMGFZM