5 for 2 Rights Issue at 100p Per Share
Tarpan PLC
3 February 2000
TARPAN PLC
5 FOR 2 RIGHTS ISSUE OF UP TO 5,300,000 RIGHTS SHARES
AT 100 PENCE PER SHARE
Introduction
The Company announces that it intends to raise up to £5.3 million
(approximately £5.1 million net of expenses) by way of a Rights Issue of up to
5,300,000 Rights Shares at 100p per share in order to provide the Company with
the necessary funds to make investments primarily in internet, media and
technology related companies.
A notice of an extraordinary general meeting is being sent to Shareholders
today.
Background to and reasons for the Rights Issue
Since disposing of its trading assets and property investments in April 1999,
the Company has been actively investigating acquisition and investment
opportunities with a view to enhancing shareholder value. As a result, the
Directors believe that there are growing and potentially lucrative
opportunities for the provision of financing primarily for internet, media and
technology related companies which have successfully emerged from the start-up
process and for which a flotation, sale or other realisation of an investment
can be facilitated by the injection of such financing. There are currently a
number of investment opportunities which the Directors are investigating.
The Directors intend to establish the Company as an investment company
specialising primarily in intermediate financing with a view to building up a
portfolio of investments primarily in internet, media and technology related
companies. Opportunities for investment are expected to arise from a number
of sources, including from the Company's stockbroker, Peel Hunt, which has
established itself in the internet and technology flotation market. It is
intended that investments will be realised, in whole or in part, at the
appropriate time, which may be at or around the time of flotation or sale of
such companies.
In order to give the Company greater flexibility in operating as such an
investment company, the Directors cancelled the listing of the Company's
ordinary shares on the Official List and the existing Ordinary Shares are now
trading on AIM.
The purpose of the Rights Issue is to provide the Company with the necessary
funds to make investments and to pay the costs associated with research into
and due diligence (if required) in respect of potential investee companies.
The Directors intend to invest in a number of companies but do not intend to
invest in any one company more than 15 per cent. of the Company's gross assets
at the time an investment is made.
Board changes
It is proposed that, immediately following the Extraordinary General Meeting
and subject to the Resolutions being passed, Ben Harrison will join the Board
as an executive director, assuming responsibility for investigating and
researching potential investments on a full time basis. In addition, the Hon.
Kim Fraser will become a non-executive director. Richard Blackburn and Michael
Beardmore will resign from the Board.
Details of the Proposed Directors are as follows:
Ben Harrison, aged 31, is the former managing director of public relations
consultancy Project X Limited which he founded in 1996. Prior to this (1992-
1996) he was an account executive with Laister Dickson Limited, an
entertainment public relations agency.
The Hon. Kim Fraser, aged 53, has spent the last 27 years in the investment
industry, having begun his career with Jardine Fleming before joining London
stockbroker Strauss Turnbull (now Societe Generale) in 1974. He left Societe
Generale in 1995 and is now a self-employed consultant, advising and managing
clients' investment portfolios. He is a director of Edinburgh World Wide
Investment Trust plc and sits on the investment committee of the GEMS Oriental
and General Fund.
Change of name
The Directors believe that it is appropriate for the Company to have a new
name. Accordingly, it is proposed to change the name of Tarpan plc to I2S
plc. The issue of new share certificates in respect of the Rights Shares will
reflect the change of name. Existing share certificates with the current name
will continue to be valid.
Share option scheme and arrangements with Neville Buch
The Board believes that it is appropriate to introduce a new share option
scheme to incentivise all the Directors to source and evaluate investment
opportunities for the Company. Neville Buch has agreed that he will refer to
the Company any investment opportunities which come to him and which meet the
Company's investment criteria (other than in respect of investments which are
relevant or complementary to the business of Tarsus Group plc, of which he is
Chairman). He will only take up such opportunities himself if the Company
chooses not to make an investment. Accordingly, the Company proposes to grant
an option to him over 1.5 million shares. The terms, conditions and
performance criteria relating to this option are the same as those for the
other Directors.
Details of the Rights Issue
The Directors propose that Qualifying Shareholders should be offered Rights
Shares on the basis of:
5 Rights Shares for every 2 Ordinary Shares
held on the Record Date and so, in proportion, for any greater number of
Ordinary Shares then held.
The Rights Shares will be issued free of all liens, charges and encumbrances
and 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 on the Ordinary Shares.
It is expected that Provisional Allotment Letters in respect of the Rights
Shares will be despatched on 28 February 2000 by first class post and that,
subject to Admission, dealings in the Rights Shares (nil paid) will commence
on 29 February 2000.
Peel Hunt has agreed, subject to the terms and conditions for the Rights Issue
Agreement, to use its reasonable endeavours to place any Rights Shares not
taken up pursuant to the Rights Issue with institutional and other investors.
However, since the Rights Issue is not underwritten, there is no guarantee
that the Company will issue all of the Rights Shares and receive the Rights
Issue proceeds in full.
The Rights Issue is conditional, inter alia, on the passing of the Resolutions
at the forthcoming Extraordinary General Meeting and on the Admission of the
Rights Shares (nil paid) becoming effective by 8.30 a.m. on 29 February 2000
or such later time and/or dates as the Company and Peel Hunt may agree.
Directors' intentions
Irrevocable undertakings have been received from all of the Directors and
Proposed Directors who are Shareholders to take up or procure the take up of
certain of their entitlements under the Rights Issue representing in aggregate
1,877,025 Rights Shares, equivalent to approximately 35.4 per cent. of the
Rights Shares.
The Directors and Proposed Directors (other than the Retiring Directors) have
each undertaken not to dispose of any of their shareholdings in the Company
for one year following Admission without the prior written consent of Peel
Hunt (such consent not to be unreasonably withheld or delayed).
In addition, the Retiring Directors have each undertaken not to dispose of any
of their shareholdings in the Company for six months following Admission nor
to dispose of more than 50 per cent. of their shareholdings in the Company for
a further six months, without the prior written consent of Peel Hunt (such
consent not to be unreasonably withheld or delayed).
Extraordinary General Meeting
An Extraordinary General Meeting of the Company is proposed to be held on 28
February 2000 at which resolutions will be proposed for the following:
- to increase the authorised share capital of the Company, to authorise the
Directors to allot the Rights Shares and to disapply statutory pre-
emption rights in order to give effect to the Rights Issue;
- to change the name of the Company to I2S plc;
- to amend the Memorandum of Association of the Company in order to permit
the Company to carry on the business of investing primarily in internet,
media and technology related companies;
- to adopt new Articles of Association; and
- to adopt a new share option scheme.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2000
Record Date for the Rights Issue Close of business,
18 February
Latest time and date for receipt of 10.00 a.m., 26
Forms of Proxy February
Extraordinary General Meeting 10.00 a.m., 28
February
Provisional Allotment Letters posted 28 February
Dealings in Rights Shares commence, nil 29 February
paid
Latest time and date for splitting 3.00 p.m., 20 March
Latest time and date for acceptance and 3.00 p.m., 22 March
payment in full and for registration of
renunciation
Definitive share certificates in 29 March
respect of Rights Shares despatched by
Enquiries:
Ben Harrison, Tarpan plc, 0802 430926
Gillian Pattison, Media Relations, 0181 315 4800