Christie Group PLC
27 March 2006
Christie Group plc
Request for postponement of Capcon Holdings plc EGM and
For provision of full information to Capcon shareholders
Christie Group plc notes the announcement made by Capcon Holdings plc on Friday
24 March 2006 at 4.22 pm.
The Board of Capcon have said that, in light of the 'comments and actions of
Christie Group plc', they will not propose Resolution 5 at the EGM convened for
29 March 2006. This is the resolution authorising the disposal of Capcon's
stocktaking activity to Lakesong Trading Limited, a company owned and controlled
by two directors of Capcon.
This step has been taken after Christie Group made a legally binding offer to
the Capcon Board to buy the stocktaking business identical in all material
respects to the Lakesong offer save only that the consideration is £1,000,000
rather than £700,000 (the 'Christie Offer'). The Christie Offer remains open
for acceptance by the Board of Capcon and Christie has confirmed that it is
willing to complete the acquisition on 29 March 2006.
Capcon had put forward the disposal to Lakesong as an alternative to the issue
of a series of Convertible Secured Loan Notes which will mostly be subscribed by
directors of the Company. The Board of Capcon continues to recommend that the
company issues these Loan Notes to raise only a very modest amount of money, the
effect of which will be to water down all existing holders and pass control to a
concert party including some of the directors. The conversion price under the
loan notes is 5p per share.
Christie Group plc notes that the closing middle market price of a Capcon share
was as high as 14p on 24 March 2006 and has remained well above the conversion
price of the loan notes.
At no time has Capcon made available to shareholders any current trading
information or commentary on the sufficiency of working capital which would flow
from the proposals being put to the EGM. Christie Group believes that this
information is essential to shareholders to consider whether to approve the
issue of the Loan Notes instead of the disposal to Christie Group of the
stocktaking activities.
Christie Group, which is a 14.99% shareholder of Capcon, has made repeated
requests to Capcon's Board for up-to-date financial information (not including
commercially sensitive information) to allow it to assess the proposed issue of
Loan Notes and to consider whether its offer to buy the stocktaking activities
can be improved or indeed whether another proposal can be made by Christie Group
for the benefit of all the shareholders of Capcon. No such information has been
provided and no reason for this has been given.
It is clear that events have moved on significantly since the publication of the
circular to Capcon's shareholders on 3 March 2006. In particular, the current
share price of Capcon is nearly double the conversion price under the
Convertible Loan Notes.
Christie Group believes that it is manifestly in the better interest of all
shareholders that the EGM be adjourned for a short period, and that Christie
Group be given access to the non-commercially sensitive information referred to
above for the purposes of considering whether its offer to buy the stocktaking
activities can be improved or indeed whether another proposal can be made by
Christie Group for the benefit of all the shareholders of Capcon. Christie
Group will be proposing a resolution to that effect at the EGM and urges all
shareholders to vote for such an adjournment.
27 March 2006
Enquiries:
Christie Group plc
David Rugg Chief Executive
Robert Zenker Finance Director
020 7227 0707
Charles Stanley Securities
Philip Davies
020 7953 2457
END
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