| Investor Relations |
| EXTRAORDINARY GENERAL MEETING NOTICE | April 2003 |
| 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. |
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| 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; · · 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. |
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| 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 |
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| 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. |
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| Contacts: Mike Bushell, Managing Director PipeHawk plc (01420 590990) Graeme Thom, Grant Thornton Corporate Finance (020 7383 5100) |
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| 07 April 2003 | Back to Investor Relations 2003 | |
