RNS Number:9508O
AIT Group PLC
22 August 2003
22 AUGUST 2003
AIT GROUP PLC
("AIT" or "the Company")
Posting of Circular Re Contingently Convertible Loan Note
Notice of Extraordinary General Meeting
Introduction
On 25 June 2003 the Board of AIT announced the terms of a #5 million fund
raising (before expenses) by way of an issue of Loan Notes. AIT has today posted
a circular ("the Circular") to Shareholders, the primary purpose of which is to
seek the approval of the Independent Shareholders to a waiver, which the Panel
has agreed to grant (subject to such approval being obtained), of the obligation
of the members of the Concert Party or any of them under Rule 9 of the City Code
that would otherwise arise to make a mandatory offer for the Company upon
conversion of the Loan Notes and/or the Director's Loan and Former Directors'
Loans and to seek the necessary authorities and disapplications under the Act to
permit the Board to allot the New Ordinary Shares arising upon conversion.
The Concert Party's holding of Ordinary Shares currently represents
approximately 41.2 per cent. of the issued share capital of the Company.
Following conversion of the Loan Notes and the Director's Loan and Former
Directors' Loans, the Concert Party will together hold approximately 51.3 per
cent. of the fully diluted issued share capital of the Company. Under Rule 9 of
the City Code, unless a specific waiver is obtained from the Panel and approved
by the Independent Shareholders, members of the Concert Party would be obliged
following conversion of the Loan Notes and/or the Director's Loan and Former
Directors' Loans to make a mandatory offer for the Company in accordance with
Rule 9 of the City Code.
Background
On 25 June 2003, AIT announced that it was raising approximately #5 million
(before expenses) by the issue of unlisted unsecured convertible Loan Notes in
order to strengthen its balance sheet and to provide additional working capital.
In addition to the proceeds raised in connection with the issue of the Loan
Notes, the Company has further improved its cash flow position by rescheduling
significant debt obligations to the Bank and to IMA. The Bank has agreed to
provide the Company with further financial assistance by deferring #1.125
million of scheduled term loan capital repayments previously falling due in
financial year 2004. Consequently, capital repayments on the #6 million term
loan facility provided by the Bank to the Company now fall due in 16 quarterly
installments commencing during April 2004. The Bank has further agreed to
provide a standby working capital facility of #0.5 million.
As a result of this revision to the Company's banking facility, the #1.125
million of bank debt shown in the 2003 balance sheet as falling due within one
year will no longer become payable during the 2004 financial year.
In addition, and also as part of the fundraising described above, IMA has agreed
to waive US$157,500 (approximately #98,000) of interest payable on the
outstanding IMA Note and to defer the IMA Note capital repayment schedule by six
months so that the capital of the IMA Note now becomes repayable in 10 quarterly
installments commencing during January 2006. The injection of additional cash
funding as outlined above, coupled with the deferral of loan repayment
obligations since the year end, has significantly bolstered the Company's
financial position.
In addition, the Company has agreed with Richard Hicks (a current Director),
Garfield Collins and Carl Rigby (both former directors of the Company), that in
consideration of the release of the Company's obligation to repay the
outstanding loans (and accrued interest) owed to them by the Company (which will
amount to, in aggregate, #796,298.26 on the proposed date of the EGM), Richard
Hicks and such former directors would be allotted in aggregate 1,061,730 New
Ordinary Shares (representing an effective conversion price of 75 pence per
share), representing a discount of approximately 4.5 per cent. to the closing
mid-market price on 21 August 2003. The principal amounts of these loans were
due for repayment no earlier than 1 August 2003 and no later than 1 August 2004.
The Loan Notes are convertible into New Ordinary Shares, at a price of 25 pence
per share, representing a discount of approximately 7.4 per cent. to the closing
mid-market price on 24 June 2003, being the date immediately prior to the date
of the announcement of the issue of the Loan Notes. Upon conversion of the Loan
Notes, up to 20,000,000 New Ordinary Shares will be issued, representing
approximately 37.8 per cent. of the fully-diluted issued share capital of the
Company.
Following the issue of the Loan Notes, the Company is now seeking to ensure that
the Loan Notes and the Director's Loan and Former Directors' Loans can be
converted into New Ordinary Shares by obtaining the necessary shareholder
authorities at the Extraordinary General Meeting to be held on 16 September 2003
at 10.15 a.m. or, if later, following the conclusion or adjournment of the
Company's Annual General Meeting to be held at 10.00 a.m. on the same day.
Current trading and prospects
On 25 June 2003, the Company announced its Preliminary results for the financial
year ended 31 March 2003.
The year ended 31 March 2003 must be viewed as two distinct periods. The first
half results reflected the massive impact that the events that occurred in May
and June 2002 had on the Group's trading. Inevitably, key customers cancelled or
delayed their plans to place new business with AIT, which had a major impact on
top line performance. In the second half of the year we were able to
substantially reduce our operating cost base from #22.8 million in the first
half down to #11.4 million in the second half.
The overall loss the Company reported is better than was anticipated at the time
of the refinancing completed in August 2002. Turnover for the full year was
#17.6 million versus #36.2 million in the prior year. The operating loss for the
full year, before exceptional items, was #16.7 million.
One of the key initiatives of the new management team in September 2002 was to
reduce the Company's cost base to reflect expected levels of revenues. As a
result, the swift actions taken to reduce the operational cost base enabled the
Company to stem the operating losses (before exceptional items) from #14.4
million in the first half to #2.3 million in the second half of the financial
year.
Stage one of the turnaround plan, which has included the rationalisation and
downsizing of the combined AIT/IMA business to achieve an overhead cost base in
line with realistic core business levels has been completed.
With the revenue base now stabilised and costs reduced significantly to reflect
the changed circumstances of the Company and the general trading environment,
the Company now has a solid foundation for the continued implementation of the
turnaround plan.
The objective of stage two of the turnaround plan includes the stabilisation of
AIT to demonstrate that the business is under strict financial control and is
profitable. This stage began at the start of the current financial year and is
expected to last for twelve to eighteen months.
The Company is now actively pursuing the development of our business in order to
become a leading player in its market sectors. The Directors plan to achieve
this by exploiting the clear technical lead of AIT's Portrait product and
through the expansion of the Company's international sales capability through
direct and partner channels. The Directors' objective in the third stage of the
Company's turnaround plan is to return AIT to the type of growth and
profitability experienced during the first fifteen years of the Company's
existence.
Loan Note subscription and terms
Pursuant to the terms of the Subscription Agreement, the Loan Note Subscribers
agreed to subscribe for unlisted unsecured convertible Loan Notes in an
aggregate principal amount of #5 million. Completion of the subscription by the
Loan Note Subscribers for Loan Notes in an aggregate principal amount of
#5,000,000 of Loan Notes has taken place. The Loan Note Subscribers consist of
each of the members of the Concert Party (with the exception of Nicholas Randall
(in his individual capacity) and Paul Frederick), together with several
institutional investors.
If not previously converted, the Loan Notes have a term of five years (from 10
July 2003) and may be redeemed in whole or in part by the Company at any time
after 30 September 2004. Interest at a rate of LIBOR minus 2 per cent. will
accrue on a daily basis and is payable to Loan Notes Subscribers quarterly in
arrears (save that the first such payment is to be made on 30 April 2004) unless
conversion has occurred on or prior to 31 October 2003, in which event no
interest will accrue or be payable.
The Loan Notes are automatically convertible into New Ordinary Shares
immediately upon the Resolutions being passed at the EGM, as further set out
below.
If not converted earlier, the Loan Notes shall be redeemed by the Company on the
earlier of: (i) 10 July 2008; (ii) (in respect of Loan Notes held by non-venture
capital trust subscribers only) immediately prior to a sale or other realisation
event; and (iii) (in respect of each individual holder of Loan Notes) on the
date of receipt by the Company from such Loan Note holder of a written demand
following the happening of certain events of default which are continuing and
have not been waived. The events of default are in the usual form for facilities
of this type, but include, inter alia, (i) a cross-default under the Bank
facility agreements or the IMA Note, and (ii) the Company agreeing to any
termination or variation of any terms of the IMA Loan Note or to the payment of
any monies thereunder earlier than the due date.
In respect of Loan Notes held by venture capital trust subscribers only, the
Company has agreed to use its reasonable endeavours to procure that on or
immediately prior to the occurrence of a sale or other realisation event, it or
a third party (as relevant) will repay or repurchase (as the case may be) all
such Loan Notes at the redemption price detailed below.
If, prior to the relevant Shareholder approvals having been obtained and
consequential conversion of all the Loan Notes, (i) redemption occurs prior to
10 July 2006, the Loan Note Subscribers will be paid three times the face value
of the Loan Note plus any unpaid and accrued interest; and (ii) redemption
occurs on or after 10 July 2006, Loan Note Subscribers will be paid the higher
of (a) three times the face value of the Loan Note plus any unpaid and accrued
interest, and (b) the market value of the Ordinary Shares which the Loan Note
would have represented had conversion taken place (calculated on the basis of
the average price of the previous 10 trading days) plus any unpaid and accrued
interest.
Except as previously redeemed or paid, all outstanding principal amounts of the
Loan Notes and all accrued and unpaid interest thereon (less any applicable tax
at the relevant rate) will be converted by the Company into New Ordinary Shares
at a price of 25 pence per share on the earlier of: (i) immediately upon the
Resolutions being passed; or (ii) (in the case of a venture capital trust
subscriber, unless the Loan Notes held by such venture capital trust subscriber
are to be redeemed or purchased by the Company or a third party on or
immediately prior to a sale or other realization event) immediately prior to
such realisation event.
The conversion price of 25 pence per share and/or (as appropriate) the number of
New Ordinary Shares into which the Loan Notes convert shall be adjusted on the
occurrence of various standard adjustment events. Further, in order to prevent
dilution of the conversion rights granted to the Loan Note Subscribers, the
conversion price of 25 pence per share shall be subject to adjustment if, prior
to 31 December 2004, the Company issues any equity shares or rights to equity
shares as part of a transaction raising at least #100,000 gross proceeds for the
Company for a consideration per share less than 25 pence (as adjusted, if
appropriate), in which case the conversion price shall be adjusted to equal the
lowest issue price per equity share issued pursuant to such transaction.
Pursuant to the Loan Note Instrument, the Company has undertaken to use its best
endeavours to obtain the immediate admission of all such New Ordinary Shares to
trading on AIM. Accordingly, application will be made to the London Stock
Exchange for the admission to AIM of a total of up to 20,000,000 New Ordinary
Shares arising on conversion of the Loan Notes, such admission expected to
become effective, assuming the Resolutions are duly passed, on 18 September
2003.
Pursuant to the Warrant Instrument entitling holders of Warrants to subscribe
for in aggregate 4,865,990 Ordinary Shares at an exercise price of 87.5 pence
per share, conversion of the Loan Notes will result in the exercise price of the
Warrants being reduced to the conversion price of the Loan Notes, being 25 pence
per share.
Director's Loan and Former Directors' Loans
The Company has agreed with Richard Hicks (Executive Chairman), Garfield Collins
and Carl Rigby (both former directors of the Company), that in consideration of
the release of the Company's obligation to repay the outstanding loans (and
accrued interest) owed to them by the Company (which shall amount to, in
aggregate, #796,298.26 on the proposed date of the EGM), Richard Hicks, Garfield
Collins and Carl Rigby would be allotted, in aggregate, 1,061,730 New Ordinary
Shares (representing an effective conversion price of 75 pence per share).
Further details of such agreements are set out in paragraph 9(f) of Part III of
the Circular.
Pursuant to such agreements, the Company has undertaken to use its reasonable
endeavours to obtain the admission of all such New Ordinary Shares to trading on
AIM. Accordingly, application will be made to the London Stock Exchange for the
admission to AIM of a total of 1,061,730 New Ordinary Shares arising on
conversion of such Director's Loan and Former Directors' Loans, such admission
expected to become effective, assuming the Resolutions are passed, on 18
September 2003.
Rule 9 of the City Code
Under Rule 9 of the City Code, when any person or a group of persons acting in
concert acquires shares in a company which is subject to the City Code (such as
AIT) and such shares, when taken together with shares already held, would result
in such person or persons holding shares carrying 30 per cent. or more of the
voting rights of the company, such person, or group of persons acting in
concert, is normally obliged by the Panel to make a general offer to all the
company's shareholders to acquire the remaining equity share capital. An offer
under Rule 9 must be in cash at the highest price paid within the proceeding 12
months for any shares in the Company by the person required to make an offer or
any person acting in concert. The members of the Concert Party are deemed to be
acting in concert for the purposes of the City Code.
In considering Resolution 4, Shareholders should note that, immediately
following the issue of the New Ordinary Shares, members of the Concert Party
will hold in aggregate (together with any Warrants and Options) 27,162,074
Ordinary Shares, representing approximately 51.3 per cent. of the fully diluted
enlarged issued ordinary share capital of the Company.
The Panel has agreed, subject to the approval of the Independent Shareholders on
a poll to waive any obligation under Rule 9 of the City Code on the part of the
members of the Concert Party or any of them to make a general offer to
Shareholders that could otherwise arise as a result of the issue to any member
of the Concert Party of Ordinary Shares upon conversion of the Loan Notes and/or
the Director's Loan and Former Directors' Loans. To be passed, a simple majority
of votes must be cast in favour of Resolution 4 on a poll.
Since members of the Concert Party may between them hold more than 50 per cent.
of the voting rights exercisable in general meetings of the Company after the
Resolutions have been implemented, any member of the Concert Party and any other
persons acting in concert with them will (for so long as they continue to be
treated as acting in concert), if as a result of the exercise of any of the
Warrants and/or the options under the Share Option Schemes their aggregate stake
exceeds 50 per cent. of the issued Ordinary Shares, be generally free to acquire
any number of Ordinary Shares so as to increase their percentage of the voting
rights without incurring any obligation under Rule 9 of the City Code to make a
general offer for the Company.
The Concert Party
The details of the subscription for the Loan Notes by members of the Concert
Party, the amount each has subscribed, the total number of New Ordinary Shares
to be issued upon conversion of the Loan Notes and the Director's Loan and
Former Directors' Loans and the resulting fully diluted interest of each member
is given in the table below:
Number of
shares upon
Loan Note conversion
subscription of Loan
by members Current Notes and Total
of the Current number of Director's entitlement % of fully
Concert number of Warrants Amount And Former to Ordinary diluted
Party Ordinary after Subscribed Directors' Shares after issued
Shares* conversion # Loans conversion share capital
Bessemer 4,047,189 2,027,279 1,500,000 6,000,000 12,074,468 22.82
Investors
and Stavco
Arbitrage
Group LLC
Martyn Arbib 2,081,408 1,042,600 540,000 2,160,000 5,284,008 9.99
1979
Settlement,
Martyn Arbib
and James
Arbib
Richard 2,405,207 926,757 200,000 1,606,734** 4,938,698 9.33
Hicks
Nicholas 1,805,423 724,029 300,000 1,200,000 3,729,452 7.05
Randall/
Trustees NJ
Randall
Settlement
2001/
Trustees NJS
Randall
Accumulation
and
Maintenance
Settlement
Geoffrey 331,267 115,844 80,000 320,000 767,111 1.45
Probert
Matthew 122,857 11,449 20,000 80,000 214,306 0.41
White
Paul 135,999 18,032 - - 154,031 0.29
Frederick
--------- --------- --------- ---------- ---------- ---------
Total 10,929,350 4,865,990 2,640,000 11,366,734 27,162,074 51.34
========= ========= ========= ========= ========= ========
* including Option entitlements
** including 806,734 Ordinary Shares arising on conversion of Richard
Hicks' Director's Loan of #573,171 and interest of #31,879.51 at 75 pence per
share.
Related Party
As detailed in the table above, Bessemer Investors and Stavco Arbitrage Group
LLC, the Arbib Family Interests, Nicholas Randall, Trustees of the NJ Randall
Settlement 2001, Trustees of the NJS Randall Accumulation and Maintenance
Settlement, Richard Hicks and Geoffrey Probert have subscribed for a total of
#2.64 million of Loan Notes. Accordingly, they are considered related parties
for the purposes of Rule 12 of the rules of AIM. The Directors, having sought
advice from Arbuthnot Securities, are of the opinion that the terms of the
transaction are fair and reasonable insofar as the holders of Ordinary Shares
are concerned.
As set out in paragraph 9(f) of Part III of the Circular, Richard Hicks, and
Garfield Collins and Carl Rigby (both former directors of the Company) have
agreed to convert their Director's Loan and Former Directors' Loans together
with accrued interest at a price of 75 pence per share. They are considered
related parties for the purposes of Rule 12 of the rules of AIM. The Directors
having sought advice from Arbuthnot Securities, are of the opinion that the
terms of the transaction are fair and reasonable in so far as holders of
Ordinary Shares are concerned.
Irrevocable Undertakings
To the extent that Loan Note Subscribers hold Ordinary Shares in the Company and
are not precluded from voting by the provisions of the City Code, each Loan Note
Subscriber has irrevocably undertaken to vote in favour of the Resolutions.
Extraordinary General Meeting
The Circular contains a notice convening the Extraordinary General Meeting, to
be held at 10.15 a.m. on 16 September 2003 (or, if later, following the
conclusion or adjournment of the Annual General Meeting) to consider an ordinary
resolution seeking the approval of the waiver by the Panel of any requirement
under the City Code for the members of the Concert Party or any of them to make
a general offer to the Independent Shareholders as a result of conversion of the
Loan Notes and/or the Director's Loan and Former Directors' Loans and to seek
the necessary authorities and disapplications under the Act to permit the Board
to allot the New Ordinary Shares arising upon such conversion.
Specifically, the following resolutions will be passed at the EGM:
1. to confer on the Directors authority to allot Ordinary Shares
pursuant to section 80 of the Act in connection with the conversion of Loan
Notes, the exercise of Warrants, the conversion of the Director's Loan and
Former Directors' Loans, plus, in order to give the Board flexibility for the
future, an additional authority amounting to approximately one third of the
anticipated issued share capital of the Company following conversion of the Loan
Notes;
2. to confer on the Directors power to allot Ordinary Shares as if the
statutory pre-emption rights set out section 89 of the Act did not apply to such
allotments in connection with the conversion of Loan Notes, the exercise of
Warrants, the conversion of the Director's Loan and Former Directors' Loans,
plus in order to give the Board flexibility for the future, an additional
authority amounting to approximately 10.00 per cent. of the anticipated issued
share capital of the Company following conversion of the Loan Notes;
3. to approve the entry into by the Company of the Subscription
Agreement and the Loan Note Instrument and the issue of up to 20,000,000
Ordinary Shares pursuant to conversion in accordance with the Loan Note
Instrument; and
4. to approve the Rule 9 Waiver as described in the section entitled
"Rule 9 of the City Code".
Recommendation
No member of the Concert Party will be able to vote on Resolution 4 at the EGM
as they are the subject of the waiver of the obligation under Rule 9 of the City
Code. The Independent Director considers, having been so advised by Arbuthnot
Securities, that it is in the best interests of the Company and its Independent
Shareholders as a whole for conversion of the Loan Notes and the Director's Loan
and Former Directors' Loans to take place without the members of the Concert
Party or any of them incurring any obligation under Rule 9 of the City Code. The
Independent Director therefore recommends that Shareholders vote in favour of
Resolution 4.
All the Directors recommend, having been so advised by Arbuthnot Securities,
that Shareholders vote in favour of Resolutions 1, 2 and 3.
Copies of the Circular can be obtained from the Company's Head Office or from
the Company's broker, Arbuthnot Securities Limited, Old Mutual Place, 2 Lambeth
Hill, London EC4V 4GG.
ENQUIRIES:
AIT Group plc Tel. 01491 416600
Nick Randall, Chief Executive Officer
Matthew White, Chief Financial Officer
Arbuthnot Securities Tel. 020 7002 4600
Guy Peters
Dru Danford
ICIS Tel. 020 7628 1114
Archie Berens (mobile 07802 442486)
Caroline Evans-Jones
DEFINITIONS
Definitions used in this announcement have the same meaning as in the Circular,
but for the avoidance of doubt, are set out below:
"Act" Companies Act 1985 (as amended)
"AIM" the Alternative Investment Market of the London Stock Exchange
"Annual Annual General Meeting of the Company to be held at 10.00 a.m. on
General 16 September 2003
Meeting" or
"AGM"
"Arbib Family Martyn Arbib, James Arbib and the Trustees of the Martyn Arbib
Interests" 1979 Settlement
"Arbuthnot Arbuthnot Securities Limited, the Company's nominated adviser and
Securities" broker
"Bessemer Bessemer Venture Partners V L.P., Bessemer Venture Investors III
Investors" L.P., Bessec Ventures V L.P., BIP 2001 L.P., BVE 2001 LLC, BVE
2001 (Q) LLC and Stavco Arbitrage Group LLC
"Bank" National Westminster Bank plc, a subsidiary of the Royal Bank of
Scotland plc
"Bessemer the manager of the Bessemer Investors (other than Stavco Arbitrage
Venture Group LLC)
Partners"
"City Code" the City Code on Takeovers and Mergers
"the Company" AIT Group plc
or "AIT"
"Concert those persons deemed for the purposes of the City Code to be
Party" acting in concert with regard to AIT, being the members of the
Core Investor Group, Nicholas Randall and the Trustees of the
NJS Randall Accumulation and Maintenance Settlement
"Core Investor the Arbib Family Interests, Richard Hicks, Shaw Trustee Services
Group" Limited as trustees of the NJ Randall Settlement 2001,
Geoffrey
Probert, Paul Frederick, Matthew White and each of the Bessemer
Investors, being those persons who made convertible loans and
subscribed for Ordinary Shares at the time of the refinancing of
AIT in September 2002
"Directors" or the directors of the Company whose names are set out on page 5
"Board" of the Circular
"Director's the loans made to the Company by Richard Hicks (a current
Loan and Director), Garfield Collins and Carl Rigby (both former
Former directors of the Company) which are outstanding in the principal
amounts of #573,171, #73,171 and #108,000 respectively, together
with accrued interest thereon, further details of which are set
out in paragraph 9(f) of Part III of the Circular
Directors'
Loans"
"Extraordinary the extraordinary general meeting of the Company to be held on
General 16 September 2003, or any adjournment thereof, notice of which
is set out at the end of this document
Meeting" or
"EGM"
"Group" the Company and its subsidiary undertakings
"IMA" Information Management Associates Inc., a company incorporated
under the laws of the State of Ohio in the United States of
America
"IMA Note" the amended and restated senior promissory note dated 25 July
2003 in respect of the principal sum of US$3,500,000 by and
among AIT (USA), Inc., the Company and IMA, amending and
restating a senior promissory note originally issued on 17
September 2001 and amended and restated on 3 October 2002
"Independent Hugh McCartney
Director"
"Independent Shareholders in the Company other than members of the Concert
Shareholders" Party
"Issued Share Ordinary Shares in issue from time to time
Capital"
"Loan Notes" the unlisted unsecured convertible loan notes in the Company of
an aggregate principal amount of #5,000,000 constituted by the
Loan Note Instrument and issued to the Loan Note Subscribers
"Loan Note the deed poll dated 24 June 2003 constituting the Loan Notes
Instrument"
"Loan Note the subscribers for the Loan Notes pursuant to the Subscription
Subscribers" Agreement, the names of whom are set out in paragraph 9(j) of
Part III of the Circular
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary the 21,061,730 new Ordinary Shares to be issued upon conversion
Shares" of the Loan Notes and of the Director's Loan and Former
Directors' Loans
"NJ Randall a family trust established by Nicholas Randall
Settlement
2001"
"Options" options issued under the Share Option Schemes
"Ordinary ordinary shares of 2.5p each in the capital of the Company
Shares"
"Panel" The Panel on Takeovers and Mergers
"Portrait" AIT's multi-channel Customer Relationship Management product
"Resolutions" the resolutions to be proposed at the Extraordinary General
Meeting as set out in the notice of Extraordinary General
Meeting at the end of this document
"Rule 9 the waiver by the Panel of the obligation of the members of the
Waiver" Concert Party or any of them under Rule 9 of the City Code that
would otherwise arise to make a mandatory cash offer for the
issued Ordinary Shares not owned by members of the Concert
Party
"Shareholders" holders of Ordinary Shares
"Share Option the AIT Group plc Approved Employee Share Option Scheme dated 5
Schemes" June 1997, the AIT Group plc Unapproved Share Option Scheme
dated 5 June 1997, the Unapproved/Enterprise Management
Incentive Scheme dated 9 September 2002 and the AIT Group plc
Savings-Related Share Option Scheme
"Subscription the subscription agreement dated 24 June 2003 between the
Agreement" Company and the Loan Note Subscribers, further details of which
are set out in paragraph 9(j) of Part III of the Circular
"Trustees of the Mercator Trustees Limited and Breams Trustees Limited as
NJS Randall trustees of the NJS Randall Accumulation and Maintenance
Settlement
Accumulation
and
Maintenance
Settlement"
"Warrants" warrants to subscribe for 4,865,990 Ordinary Shares pursuant to
the Warrant Instrument
"Warrant the warrant instrument dated 13 September 2002 pursuant to
Instrument" which the Company issued the Warrants to the Core Investor
Group
This information is provided by RNS
The company news service from the London Stock Exchange
END
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