PipeHawk PLC
07 April 2003
PIPEHAWK PLC ('PipeHawk' or the 'Company')
Extraordinary General Meeting
A circular is today being sent to shareholders in connection with a proposed
increase of the authorised share capital of PipeHawk and associated changes to
the authorities given to the Directors to issue shares under section 80 and 89
of the Companies Act 1985.
Reasons for the proposed changes
Gordon Watt, Chairman of the Company, and Antony Norton, the managing director
of Adien Limited, have made available to the Company loan facilities of £300,000
and £50,000 respectively for the purposes of assisting with the Company's
working capital requirements which has enabled repayment of a loan to Anglo
Irish Bank Corporation plc ('AIB').
The loans give the Company increased security over its future funding situation.
By providing the loan facilities, Messrs Watt and Norton are demonstrating
significant commitment to the future of the business. They have also stated
that, dependent upon circumstances at the time, they may convert their loans
into equity in the Company at an appropriate time, rather than seek repayment.
If agreed, the conversion price would be one new ordinary share for every 14.5p
of the loan.
The terms of the loans (which are now being formalised) are as follows:
• the loans are unsecured and are repayable after a period of three years
• an interest rate of 2.15% above Bank of England base rate (equivalent to
the interest previously payable to AIB)
In consideration for making available the loan facility, the Company has agreed
with Mr Watt and Mr Norton a warrant to subscribe for respectively 2,068,965
ordinary shares and 344,827 ordinary shares in PipeHawk both at 14.5p per share,
subject to the resolution proposed at the EGM being passed.
Extraordinary General Meeting
To enable the Directors to grant the warrants in full the Directors are seeking
specific authority by way of special resolution at an Extraordinary General
Meeting to be held at the offices of Grant Thornton, Melton Street, Euston
Square, London NW1 2EP at 11am on 8 May 2003. The Directors are seeking to
increase the authorised share capital of the Company and in line with this
increase, to update the current authorities they have to allot relevant
securities pursuant to section 80 of the Companies Act 1985 and to disapply
pre-emption rights contained in section 89(1) of the Companies Act 1985.
Expected timetable
Latest time and date for receipt of proxy forms 11am on 6 May 2003
Time and date of Extraordinary General Meeting 11am on 8 May 2003
Recommendation
The Directors (other than Gordon Watt and Antony Norton due to their interest in
the transaction), having consulted with Grant Thornton Corporate Finance,
consider that entering into the arrangements described in document being sent to
shareholders today are fair and reasonable and in the best interests of the
Company and the Shareholders as a whole. In giving its advice, Grant Thornton
Corporate Finance has taken into account the Directors' commercial assessment.
Your Directors (other than Gordon Watt and Antony Norton) unanimously recommend
shareholders to vote in favour of the resolution as set out in the Notice of
Extraordinary General Meeting, as the Directors (including, for this purpose,
Gordon Watt and Antony Norton) who are shareholders intend to do in respect of
their own holdings and interests held by them amounting to 6,722,715 ordinary
shares, representing approximately 33.2 per cent. of the current issued share
capital of the Company.
Contacts:
Mike Bushell, Managing Director PipeHawk plc 01420 590990
Graeme Thom, Grant Thornton Corporate Finance 020 7383 5100
Copies of the circular to shareholders will be available from the Company's
registered office, Systems House, Mill Lane, Alton, Hampshire GU34 2QG.
This information is provided by RNS
The company news service from the London Stock Exchange LBBB
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