RNS Number:2778U
Stanelco PLC
15 January 2004
For Immediate Release
15 January 2004
Stanelco PLC ("Stanelco" or "the Company" or "the Group")
Audited Results for the year ended 31 October 2003 and details of Rights Issue
The Directors are pleased to announce the audited results for the year ended 31
October 2003. At the same time the Directors are taking the opportunity of
raising approximately #1.6 million, after expenses, by way of an underwritten
Rights Issue (save with respect to the Committed Shares which represent 0.05 per
cent of the issued share capital of the Company) on the following basis:
1 New Ordinary Share for every 12 existing Ordinary Shares held at 3p per share.
The Rights Issue of 58,527,479 New Ordinary Shares represents 8.3 per cent. of
the issued share capital of the Company.
A Circular dated 15 January has been sent out to all Qualifying Shareholders
(subject to certain exceptions) and is available from the offices of Eversheds,
Senator House, 85 Queen Victoria Street, London EC4V 4JL for a period of one
month from the date of the Circular. Copies of the Circular have been submitted
to the UK Listing Authority and are available for inspection, as from the date
of the Circular, at the UK Listing Authority's Document Viewing Facility
situated at The Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS.
Background to and reasons for the Rights Issue
The Group has concentrated significant effort on being able to apply its RF
technology to sensitive polymeric materials in order to weld and form them
without modifying their molecular structure. The success of this work has opened
significant market opportunities and the Group is concentrating efforts on four
of these:
-Rapid production of foamed starch packaging, initially for organic food trays;
-Edible food sachets for packet soups, ready meals, bread mixes, and pre-weighed
portions;
-Capsules/pouches of liquid and/or powders in water soluble sachets for
applications such as detergents and other chemicals; and
-Edible softgel capsules from gelatine alternative materials for healthcare
applications such as pharmaceuticals and nutraceuticals.
The net proceeds of the Rights Issue will be used substantially to complete the
development and to commercialise these technologies through licensed technology.
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 OCTOBER 2003
Results
Despite the expected continued downturn in its traditional business of supplying
RF Furnaces to the telecommunications market for the manufacture of optical
fibre, the Company is pleased to report that it was able to fund all its new
developments within the year entirely from its own resources, without the need
for any borrowing.
Trading conditions for the year have been tough. We expect the difficult
conditions in the telecommunications market to continue and despite
disappointing second half orders of our RF Bag Welders, we are expanding into
new markets and have encouraging interest from a number of potential export
customers. In addition, the significant developments we are making to enter new
markets, based on our patented RF technology, are now beginning to bear fruit.
The following accounts have been extracted without material adjustment from the
audited Consolidated Profit and Loss account for the years ended 31 October 2003
and 31 October 2002. Investors should read the whole document and not just rely
on the key or summarised information.
Year to Year to
31 October 31
2003 October
#'000 2002
#'000
Turnover 1,861 3,570
---- ----
Trading (loss)/profit - before exceptional items (517) 411
Exceptional items (130) 155
Net interest receivable 24 48
---- ----
(Loss)/profit on ordinary activities before taxation (623) 614
Taxation 156 (177)
---- ----
(Loss)/profit after taxation (467) 437
Minority interest 2 -
Dividends (70) (69)
---- ----
Retained (loss)/profit for the year (535) 368
Future prospects
The Company is in the process of transforming itself from being predominantly a
supplier of capital equipment into cyclical markets to being predominantly a
supplier of licensed technology for mass-market applications in exchange for a
share of the value it adds to a customers' business. This could be in the form
of royalties, a share of cost savings, a share of additional profits generated
or lump sum payments. The acquisition of Adept Polymers Limited by the Company
has enabled us to apply their valuable expertise, intellectual property and
facilities to support our materials developments within our RF projects.
The Company is currently concentrating on a number of emerging products, markets
and applications. These include pharmaceutical and nutraceutical capsules for
the healthcare markets, homecare and industrial capsules for the unit doses of
detergent and other chemicals in soluble capsules, foamed starch containers for
food which are environmentally friendly and economic replacement for
conventional plastic packaging and edible sachets for convenience foods.
Our success in developing these emerging products is reliant on the continued
commitment and contribution of the Company's employees, business partners and
most importantly our customer relationships. The Board is grateful to them all.
Philip Lovegrove
Chairman
14 January 2004
CHIEF EXECUTIVE'S STATEMENT FOR THE YEAR ENDED 31 OCTOBER 2003
Our aim is simple: to create a valuable technology business based upon Radio
Frequency (RF) applications.
Trading conditions during the year have been tough for the Company. We expect
the difficult conditions in the telecommunications market to continue. I am
pleased to report, though, that the significant developments we are making to
enter new markets, based upon adaptations of our RF technology, are now
beginning to bear fruit.
Results
I am pleased to report that the Company was able, within the year, to fund its
new developments entirely from its own financial resources, without borrowing,
despite the expected continued downturn in its traditional business of supplying
furnaces to the telecommunications market for the manufacture of optical fibre.
We have seen turnover decline to #1.9m (2002: #3.6m) which has resulted in a
Group loss before tax of #623k (2002: profit #614k). We are recommending that
the dividend payment be maintained at #70k (0.01p per share), this is the third
time that the Company has made a dividend payment. After taxation and dividend
charges there is a retained loss for the Group of #535k (2002: profit #368k).
During the year our furnace agent in Japan, Iriye Trading Company went into
administration leaving debts owing to the Company of #130k which we have
prudently decided to expense as a precaution.
Prospects
The Company is in the process of transforming itself from being predominantly a
supplier of capital equipment to cyclical markets to being predominantly a
supplier of licensed technology for mass-market applications in exchange for a
share of the value it adds to the customers' business. This could be in the form
of royalties, a share of cost savings, a share of additional profits generated
or lump sum payments.
Traditional Products, Markets and Applications
* RF Furnaces - Telecommunications / data communications - rapid
manufacture of optical fibre.
* RF Bag Welders - Waste Management - Sealing hazardous materials.
Emerging Products, Markets and Applications
* Pharmaceutical and nutraceutical capsules - Healthcare - versatile,
economic alternative to gelatine capsules
* Homecare and industrial capsules - Domestic and industrial - unit doses
of detergent and other chemicals in soluble capsules to improve convenience,
reduced the amount of chemical and contaminate packaging used.
* Foamed starch containers - Organic food/ Retail / Food Service Industry
- environmentally friendly and economic replacement for conventional plastic
packaging.
* Edible sachets -an example being for use in convenience foods - portion
pouches for ready meals and staple foods.
The main focus of the business now is to complete the capsule developments being
made by InGel Technologies Ltd whilst endeavouring to maintain positive cash
flow from operations in furnaces for optical fibre production and high-end waste
packaging equipment.
InGel Technologies
As reported previously, during December 2001 we entered into agreements with
R.P. Scherer Corporation (a subsidiary of Cardinal Health Inc.) now known as
Cardinal Health, concerning our RF technology for sealing soft pharmaceutical
capsules, which should make production much faster and more economical whilst
enabling the use of materials other than gelatine. Cardinal is ranked 19th on
the current Fortune 500 list of largest companies in the USA.
Since that time there has been very significant progress towards commercialising
this capsule making technology. I am pleased to report:
* Patents have been granted in several territories and are pending in others
covering the formation, using RF, of capsules from soluble materials. We believe
that this invention, which covers a process, is a platform technology with many
applications and is likely to be valuable irrespective of the success of InGel.
The Group retains ownership of this patent, which is currently licensed to InGel
for its applications. The patent has now been granted in the United States, a
major market for the applications of this technology. On 20 October 2003, the
Company issued proceedings in the High Court against BioProgress plc
specifically in response to a letter sent to the Company by solicitors acting
for BioProgress claiming certain rights to the Company's patents and patent
applications for "Radio Frequency (RF) welding water soluble film for making
capsules". In a subsequent statement the Company stated that it considers that
the BioProgress claims were entirely without merit and would be strongly
resisted. The Company will take all actions necessary to protect its ownership
of all patents and thereby safeguard shareholder value.
* InGel has made further patentable new inventions in the course of its
development work that I believe are key to successful commercialisation.
* The acquisition of Adept Polymers Limited by the Company has enabled us to
inject and apply valuable expertise, intellectual property and facilities to
support materials development within this venture.
* The pilot scale machine capable of producing large batch sizes for stability
and clinical trials is complete and installed in premises designed for
pharmaceutical capsule manufacture. Work is continuing to develop the optimum
processing conditions.
* Cardinal Health (which in December 2001 acquired 3 per cent. of Stanelco plc
and 5 per cent. of InGel, with a deferred payment to acquire an additional 5 per
cent. of InGel) has committed a full-time team of people in support of InGel,
working as part of a team with our own staff and others. The deferred payment is
due to the Company at the end of the calendar year 2004 and is currently
expected to be in excess of #1m.
Our best estimates are that we expect the first commercial sales of the capsule
machines to take place later this year and for InGel to then begin
commercialising the technology in early 2005. We believe that this offers the
prospect of revolutionising the manufacture of water soluble and ingestible soft
capsules.
Optical fibre
Whilst we have seen an increase in the level of enquiries we are not
anticipating a recovery in the global telecommunications market in the year
ahead as optical fibre manufacturers continue to postpone capital investment.
The Company continues to focus on assisting its customers reduce their unit cost
of production and remains poised for the next market upturn. In the meantime
actions have been taken to reduce our cost base and we have reduced the level of
development work we are doing on these products in order to concentrate on the
emerging applications.
We have now supplied two Modified Chemical Vapour Deposition ("MCVD") systems to
Japan for making specialist quartz pre-forms from which optical fibre is drawn.
The MCVD technology is used to dope the quartz with rare earth metals in order
to modify its optical properties. We have enquiries for further systems.
Waste packaging
The Company's RF sealing technology enables customers to seal hazardous
materials in industrial grade plastic bags. Unlike heat sealing and other RF
methods we can seal through liquids, dusts and particulates, without burning the
plastic, to produce a high integrity seal.
Sales of this unit during the second half were disappointing as customers again
postponed buying decisions. The level of interest and quotations currently
outstanding give us confidence though that this product line should generate
between #500k and #1m of annual sales in the financial year 2003/2004.
We have now launched this product in Japan and the USA - two markets in which we
perceive we can be very competitive in.
Homecare and industrial capsules
We have continued to develop our RF sealing technology to rapidly and accurately
join together films made from polyvinyl alcohol ("PVOH") an environmentally safe
water-soluble material manufactured by our Adept Polymers subsidiary and others.
This process and films has a wide range of applications including detergent and
dishwasher capsules. Both our films and the RF sealing technology have now been
qualified for these applications.
We have entered into agreement with Aquasol Limited to convert inefficient
thermal sealing machines to work with RF sealing technology and the latest
generation of water-soluble film materials, saving customers around 40% in unit
production costs. The Company and Aquasol will reap a return on this through a
share of the cost savings in the form of royalties. We anticipate that the first
conversion will take place during the first half of the 2003/2004 financial
year.
Foamed starch food containers
During the year the Company invented a new process for the manufacture of
biodegradable and compostible starch containers, initially, for the food
industry, but with potential uses elsewhere. The Company has demonstrated that
it can rapidly form starch foams in moulds at more than ten times faster than
conventional heating technology.
With patents applied for, on this innovative use of RF technology the Company is
currently in discussion with several large packaging manufacturers with a view
to entering into a development programme and licensing to commercialise this
technology. The Company has been working closely with starch suppliers and with
Sainsbury's who have been supportive in progressing this project and wish to
become the first adopter of this technology. We have established Starpol
Packaging Systems Limited as a vehicle to commercialise this technology.
The worldwide market for foamed containers, such as food trays and fast food
boxes is enormous, running into billions of units annually. Our invention may
enable the economic manufacture of these containers from starch that comes from
replenishable sources such as potatoes or corn, that when finished with will be
composted or biodegraded. We do not know at present what the full commercial
potential of this technology is, that will depend upon the response and
endeavours of the packaging industry.
Edible food sachets
The Company has also invented an RF process for sealing edible food sachets and
is in discussions with a number of organisations, including Sainsbury's, about
developing applications and licensing this technology to food manufacturers and
brands.
The sachets are made from starch that is obtained from renewable sources; it is
edible, free from genetically modified materials, soluble in water and
biodegradable. The Company is working closely with starch suppliers.
With patents pending on this innovative use of RF technology, the Company is
both in discussion with and currently seeking further partners with whom to
develop and commercialise this technology. This is a separate process from that
used to make foamed starch containers that the Company, in conjunction with
Sainsbury's, announced in July.
We are at an early stage with this technology although the Company's vision is
for a revolution in packaging for convenience food involving a reduction in
packaging materials going to landfill. Applications for example could include
pre-measured coffee, rice or packet soups where the whole packet is added to
boiling water with no waste or spillage. We feel sure there are many
applications to be investigated and developed.
To this end the Company:
* is currently working with food manufacturing companies to formulate
recipes.
* has access to a supply of food grade starch film material in commercial
quantities.
* has established Starpol Edible Films Limited as a vehicle for
commercialising this technology.
R&D work
In 2003, we invested more than 43 per cent. of our turnover into research and
development activities. When it makes sense we seek to protect our intellectual
property through patenting and we work closely with intellectual property
specialists in this regard. We continue to anticipate significant R&D
expenditure as we develop new products for the future.
Patent expenditure
During the year the Company spent #47k on patents and protecting its
intellectual property.
THANK YOU
Thank you again to the team of hard working people at Stanelco who in
partnership with our customers and suppliers continue to improve our business.
Ian H Balchin
Chief Executive
14 January 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED
31 OCTOBER 2003
2003 2002
#'000 #'000
Turnover
Continuing operations 1,851 3,570
Acquisitions 10 -
----- -----
1,861 3,570
Cost of sales (1,028) (1,931)
----- -----
Gross profit 833 1,639
Distribution costs (31) (35)
Administrative expenses (1,319) (1,193)
Exceptional item (130) 155
----- -----
OPERATING (LOSS)/PROFIT
Continuing operations (563) 566
Acquisitions (84)
----- -----
(647) 566
Interest receivable and similar income 24 49
Interest payable and similar charges - (1)
----- -----
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (623) 614
Taxation 156 (177)
----- -----
(LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION (467) 437
Minority interest 2 -
Dividends (70) (69)
----- -----
RETAINED (LOSS)/ PROFIT FOR THE YEAR (535) 368
Basic (loss)/earnings per share - pence (0.068) 0.064
Diluted (loss)/earnings per share - pence (0.067) 0.063
All transactions arise from continuing operations.
All recognised gains and losses are included in the profit and loss account.
CONSOLIDATED BALANCE SHEET AS AT 31 OCTOBER 2003
At 31 October At 31 October
2003 2002
#'000 #'000 #'000 #'000
FIXED ASSETS
Intangible assets 1,586 831
Tangible assets 502 307
----- -----
2,088 1,138
CURRENT ASSETS
Stock 537 637
Debtors 515 775
Cash at bank and in hand 264 1,151
----- -----
1,316 2,563
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR (648) (812)
----- -----
NET CURRENT ASSETS 668 1,751
----- -----
TOTAL ASSETS LESS CURRENT
LIABILITIES 2,756 2,889
PROVISIONS FOR LIABILITIES AND
CHARGES (82) (210)
----- -----
2,674 2,679
CAPITAL AND RESERVES
Called up share capital 702 687
Share premium account 1,597 1,081
Profit and loss account 348 883
----- -----
SHAREHOLDERS' FUNDS 2,647 2,651
Minority interest 27 28
----- -----
2,674 2,679
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 OCTOBER 2003
2003 2002
#'000 #'000
NET CASH (OUTFLOW)/ INFLOW FROM OPERATING ACTIVITIES (367) 444
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 23 49
Interest paid - (1)
----- -----
NET CASH (OUTFLOW)/INFLOW FROM RETURNS ON INVESTMENTS
AND SERVICING OF FINANCE 23 48
----- -----
TAXATION
Corporation tax paid (4) (252)
----- -----
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Investment in intangible fixed assets (619) (844)
Sale of tangible fixed assets 33 1
Purchase of tangible fixed assets (144) (86)
----- -----
NET CASH (OUTFLOW) FROM CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT (730) (929)
----- -----
ACQUISITIONS AND DISPOSALS
Cash at bank acquired with subsidiary 256 -
----- -----
EQUITY DIVIDEND PAID
Dividends paid (65) (64)
----- -----
FINANCING
Issue of ordinary share capital - 1,130
Capital element of finance lease rentals - (3)
----- -----
NET CASH INFLOW FROM FINANCING - 1,127
----- -----
(DECREASE) / INCREASE IN CASH (887) 374
NOTES
Earnings per share
The calculation of earnings per share is based on the loss after tax for the
year of #(467,000) (2002 - profit #437,000) and the weighted average of
691,032,490 (2002-685,112,680) ordinary shares in issue.
Dividend
Subject to shareholder approval, the dividend of 0.01p per ordinary share is
payable on 1 July 2004 to shareholders on the register on 30 May 2004.
Report and Financial Statements
The information relating to the year ended 31 October 2003 is extracted from the
audited accounts that have not yet been filed at Companies House and on which
the auditors issued an unqualified opinion.
The information relating to the year ended 31 October 2002 is extracted from the
audited accounts that have been filed at Companies House and on which the
auditors issued an unqualified opinion.
The above financial information does not constitute statutory accounts within
the meaning of Section 240 of the Companies Act 1985.
Details of the Rights Issue
The Company proposes to raise approximately #1.6 million, net of expenses,
through an offer by way of rights of 58,527,479 New Ordinary Shares. Subject to
the terms and conditions set out in the Circular and the Provisional Allotment
Letters, Qualifying Shareholders have been provisionally allotted New Ordinary
Shares by way of rights at the Rights Issue Price, payable in full on
acceptance, on the following basis:
1 New Ordinary Share for every 12 Ordinary Shares
held by Qualifying Shareholders and registered in their names on 9 January 2004
and so in proportion for any other number of Ordinary Shares then held.
Fractional entitlements to New Ordinary Shares will be rounded down to the
nearest whole number of New Ordinary Shares. Fractions of New Ordinary Shares
will not be allotted to Qualifying Shareholders but will be aggregated and sold
in the market, nil paid, for the benefit of those entitled thereto, if an amount
at least equal to the expenses of sale, including VAT, can be obtained, except
that amounts of less than #3.00 per holding (after deducting the expenses of
sale and any VAT) will be retained for the benefit of the Company.
The allotment and issue of the New Ordinary Shares will be made subject to the
terms and conditions set out in the Circular, the Provisional Allotment Letter
(in the case of Qualifying Non-CREST Shareholders) and the Company's memorandum
and articles of association.
Applications have been made to the UK Listing Authority for the New Ordinary
Shares to be admitted to the Official List, and to the London Stock Exchange for
such shares to be admitted to trading on the London Stock Exchange's market for
listed securities. It is expected that Admission will become effective and that
dealings in the New Ordinary Shares on the London Stock Exchange will commence,
nil paid, on 16 January 2004.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares including the right to receive all
dividends and other distributions hereafter declared, made or paid.
The Rights Issue has been underwritten by Fiske (save with respect to the
Committed Shares) and is conditional, inter alia, upon:
(i) the Underwriting Agreement having becoming unconditional in all respects
(save for the condition relating to Admission) and not having been terminated in
accordance with its terms prior to Admission of the New Ordinary Shares, nil
paid; and
(ii) Admission of the New Ordinary Shares, nil paid, becoming effective by 8.00
a.m. on 16 January 2004 (or such later time and/or date as Grant Thornton
Corporate Finance, Fiske and the Company may agree in writing, being not later
than 8.00 a.m. on 30 January 2004).
Applications have been made for the Nil Paid Rights and the Fully Paid Rights to
be admitted to CREST. CRESTCo requires the Company to confirm to it that certain
conditions (imposed by the CREST Rules) are satisfied before CRESTCo will admit
any security to CREST. It is expected that these conditions will be satisfied,
in respect of the Nil Paid Rights and the Fully Paid Rights, as soon as
admission of the Nil Paid Rights to the Official List of the London Stock
Exchange has become effective. As soon as practicable after satisfaction of the
conditions, the Company will confirm to CRESTCo that the relevant conditions are
satisfied.
The Company's existing Ordinary Shares are already admitted to CREST. No further
application for admission to CREST is accordingly required for the Rights
Shares; all of such Shares, when issued and fully paid, may be held and
transferred by means of CREST.
It is intended that:-
(a) Provisional Allotment Letters in respect of Nil Paid Rights are enclosed
with the Circular for the benefit of Qualifying Non-CREST Shareholders at their
own risk on 15 January 2004;
(b) Registrar will instruct CRESTCo to credit the appropriate stock accounts of
Qualifying CREST Shareholders with such Shareholders' entitlements to Nil Paid
Rights, with effect from 16 January 2004; and
(c) the Nil Paid Rights and Fully Paid Rights will be enabled for settlement by
CRESTCo on 16 January 2004, as soon as practicable after the Company has
confirmed to CRESTCo that all the conditions for admission of such Rights to
CREST have been satisfied.
The offer of Rights Shares to Qualifying CREST Shareholders will be made, on the
terms and conditions set out in the Circular, at the time when (such
Shareholders' stock accounts having been credited as described in paragraph (b)
above) the Nil Paid Rights are enabled for settlement.
The issue of the Rights Shares has been underwritten by Fiske (save with respect
to the Committed Shares). Under the terms of the Underwriting Agreement, Fiske
has certain rights to terminate the Underwriting Agreement, if, inter alia, the
Company has materially breached its warranties or undertakings.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2004
Record Date for the Rights Issue close of business
on 9 January 2004
Provisional Allotment Letters despatched 15 January 2004
Commencement of dealings in the New Ordinary Shares, nil paid 8.00 a.m. on 16
and fully paid rights January 2004
Nil Paid Rights credited to stock accounts in CREST of 16 January 2004
Qualifying CREST Shareholders and enabled
Recommended latest time for requesting withdrawal of Nil Paid 4.30p.m. on 29
rights from CREST January 2004
Recommended latest time for depositing renounced Provisional 3.00pm on 2
Allotment Letters into CREST February 2004
Latest time and date for splitting Provisional Allotment 3.00 p.m. on 4
Letters, nil paid and fully Paid February 2004
Latest time and date for acceptance and payment in full and for 10.30am. on 6
registration of renunciation February 2004
Latest time and date for registration of renunciation of 10.30a.m on 6
Provisional Allotment Letters, fully paid February 2004
Latest time and date for settlement of transfers of Fully Paid 10.30am on 6
Rights in CREST February 2004
Commencement of dealings in the New Ordinary Shares, fully 8.00 a.m. on 9
paid February 2004
CREST stock accounts credited for New Ordinary Shares in 9 February 2004
uncertificated form
Despatch of definitive certificates for New Ordinary Shares in by 13 February
certificated form 2004
DEFINITIONS
The following definitions apply throughout this press release, unless the
context otherwise requires:
"Admission" admission to listing together with admission to trading
"Admission the Admission and Disclosure Standards issued by the London
Standards" Stock Exchange
"admission to the admission of the New Ordinary Shares to the Official List
listing" becoming effective in accordance with the Listing Rules
"admission to the admission of the New Ordinary Shares to trading on the
trading" London Stock Exchange's market for listed securities becoming
effective in accordance with the Admission Standards
"Board" or the board of directors of the Company at the date of this
"Directors" document whose names are set out in Part 1 of this document
"certificated" or an Ordinary Share which is not in uncertificated form
"in certificated
form"
"Committed the 352,083 New Ordinary Shares which Philip Albert Lovegrove
Shares" has irrevocably committed to take up under the Rights Issue.
This represents 0.05% of the issued share capital of the
Company.
"Companies Act" the Companies Act 1985, as amended
"Company" or Stanelco plc
"Stanelco "
"Communications the means by which the network providers receive and
Host" authenticate messages for onward transmission to and from the
CREST Applications Host
"Circular" the Circular to be despatched to Qualifying Shareholders
(subject to certain exceptions) and dated 15 January 2004
"CREST" the relevant system (as defined in the CREST Regulations) in
respect of which CRESTCo Limited is the Operator (as defined
in the CREST Regulations)
"CRESTCo" CRESTCo Limited
"CREST member" a person who has been admitted by CRESTCo as a system-member
(as defined in the Regulations
"CREST a person who is, in relation to CREST, a system-participant
participant" (as defined in the Regulations)
"CREST the Uncertificated Securities Regulations 2001 (SI 2001/3755)
regulations"
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored a CREST member admitted to CREST as a sponsored member (which
member" includes all CREST personal members
"Fiske" Fiske plc, a member of the London Stock Exchange and
regulated by the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"Fully Paid fully paid rights to acquire Rights Shares
Rights"
"Grant Thornton The corporate finance division of Grant Thornton UK which is
Corporate regulated by the Financial Services Authority
Finance"
"Group" the Company and its subsidiary undertakings
"ICTA" the Income and Corporation Taxes Act 1988
"InGel" InGel Technologies Limited, a subsidiary of the Company
"Listing Rules" the listing rules issued by the UK Listing Authority
"London Stock London Stock Exchange plc
Exchange"
"MTM" Many-to-many
"member account the identification code or number attached to any member
ID" account in CREST
"network an organisation accredited by CRESTCo to provide network
provider" communication services to users
"New Ordinary up to 58,527,479 new Ordinary Shares to be issued pursuant to
Shares" the Rights Issue
"Nil Paid Rights to acquire New Ordinary Shares, Nil Paid
Rights"
"Official List" the Official List of the UK Listing Authority
"Ordinary ordinary shares of 0.1p each in the capital of the Company
Shares"
"Overseas holders of Ordinary Shares who are resident in, or citizens
Shareholders" of, countries outside the United Kingdom and who have not
supplied an address in the United Kingdom for the service of
notices
"participant ID" the identification code or membership number used in CREST to
identify a particular CREST member or other CREST
participant
"Provisional the renounceable provisional allotment letter in respect of
Allotment New Ordinary Shares proposed to be despatched to Qualifying
Letter" Shareholders (subject to certain exceptions) pursuant to the
Rights Issue
"Qualifying CREST Qualifying Shareholders whose Ordinary Shares on the register
Shareholders" of members of the Company on the Record Date are in
uncertificated form
"Qualifying Qualifying Shareholders whose Ordinary Shares on the register
Non-CREST of members of the Company on the Record Date are in
Shareholders" certificated form
"Qualifying holders of Ordinary Shares on the register of members of the
Shareholders" Company on the Record Date, other than certain Overseas
Shareholders to whom the Rights Issue is not being made as
specified in Part II of this document
"Record Date" the close of business on 9 January 2004
"Regulations" the Uncertificated Securities Regulations 1995 (SI 1995 No.
95/3272)
"RF" radio frequency
"Rights Issue" the proposed issue by way of rights of New Ordinary Shares to
Qualifying Shareholders as described in the Circular and the
Provisional Allotment Letter
"Rights Issue 3p per New Ordinary Share
Price"
"Rights Shares" New Ordinary Shares in Nil Paid form provisionally alloted to
Qualifying Shareholders pursuant to the Rights Issue.
"Shareholders" holders of Ordinary Shares
"Sponsor" Grant Thornton Corporate Finance, regulated by the Financial
Services Authority
"Statutes" the Companies Act and every statutory modification or
re-enactment thereof for the time being in force and every
other Act for the time being in force concerning companies
and affecting the Company
"stock account" an account within a member account in CREST to which a
holding of a particular share or other security in CREST is
credited
"the the Uncertificated Securities Regulations 1995 as modified or
Uncertificated re-enacted from time to time
Securities
Regulations"
"uncertificated" recorded on the relevant register of Ordinary Shares as being
or "in held in uncertificated form in CREST and title to which, by
uncertificated virtue of the CREST Regulations, may be transferred by means
form" of CREST
"UK Listing the Financial Services Authority, in its capacity as the
Authority" competent authority for the purposes of Part VI of the FSMA
"Underwriting the agreement dated 15 January 2004 between the Company, the
Agreement" Directors and Fiske Plc, details of which are set out in in
the Circular as has been sent out to the Qualifying
Shareholders.
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
or "UK"
"United States" or the United States of America, its territories and
"US" possessions, any state of the United States and the District
of Columbia
Enquiries:
Barrie Hozier (Finance Director) 01489 570991
Grant Thornton Corporate Finance (Sponsor)
Graeme Thom 0870 991 2790
Words and expressions defined in the Circular dated 15 January 2004 have the
same meaning when used in this announcement, unless the context requires
otherwise.
This announcement does not constitute, or form part of, an offer or solicitation
of an offer, to purchase or subscribe for any rights, shares or other
securities. These may only be made on the basis of information contained in the
Circular published in connection with the transaction.
This announcement is not an offer for sale of securities in or into the United
States, Canada, Japan, Australia, the Republic of South Africa, the Republic of
Ireland or in any other jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR GUURUGUPCGPA