Issue of Equity

Cater Barnard PLC
31 January 2002

              Cater Barnard plc ('the Company' or 'Cater Barnard')

         Open Offer of 360,691,520 New Ordinary Shares at 1p per share

           Placing of 395,000,000 New Ordinary Shares at 1p per share

       Acquisition of further ordinary shares in Cater Barnard (USA) plc



Summary


  • Open Offer of 360,691,520 New Ordinary Shares at 1p per share

  • Placing of 395,000,000 New Ordinary Shares at 1p per share

  • Acquisition of further ordinary shares in Cater Barnard (USA) plc

  • Minimum gross proceeds of £5.299m from the Open Offer and the Placing

  • Repayment of Loan Notes

Stephen Dean, Chairman of Cater Barnard plc commented,

'This is an important set of proposals for the further development of Cater
Barnard plc. This transaction will enable the Company to invest in our growth as
we seek to increase the range of financial services we offer.

I am confident that our achievements to date give us a substantial base on which
to build. The board will continue to identify acquisition opportunities that
will contribute new products and services to our client offering.'

For further information please contact:-
Stephen Dean, Chairman                                             0870 066 0830
Mark Garratt, Finance Director
Cater Barnard plc

Sarah Wharry                                                       020 7648 8700

Seymour Pierce Limited

Adam Reynolds / Takki Sulaiman                                     020 7735 9415
Hansard Communications                                             07778 419 218
[e-mail]



Your Board announced today that the Company proposes to raise up to £7.557
million (before expenses) by way of an Open Offer of 360,691,520 Offer Shares at
a price of 1p per share and a Placing of 395,000,000 Placing Shares at 1p per
share. The Open Offer has been underwritten as to £1 million by Seymour Pierce
Ellis and, in addition, Stephen Dean and Adrian Stecyk have each given an
irrevocable undertaking to the Company and Seymour Pierce to subscribe for one
half of their respective entitlement to Offer Shares amounting in aggregate to
34,929,712 Offer Shares (£349,297.12).

Qualifying Shareholders are invited to subscribe for Offer Shares under the Open
Offer on the basis of:

               2 Offer Shares for every 1 Existing Ordinary Share

held at the Record Date. The Open Offer is conditional, inter alia, on the
passing of the Resolutions to be proposed at the Extraordinary General Meeting
and to Admission

The Company is proposing to use the proceeds of the Placing for the purpose of
repaying the Loan Notes held by Hemery Trustees Limited, on behalf of Stephen
Dean. Further details of the Loan Notes repayment are set out below.

The Company is further proposing to acquire 3,333,330 Carter Barnard (USA) plc
Shares from the Vendors, the consideration for which will be satisfied by the
issue of 12,592,576 Consideration Shares. The Acquisition requires the approval
of Shareholders pursuant to Section 320 of the Act, as two of the vendors are
Adrian Stecyk, who is a director of the Company and Chrystyna Stecyk, his wife.

The Placing, together with the take-up of Offer Shares by the Concert Party
under the Open Offer and completion of the Acquisition, will result in the
Concert Party holding an interest in a maximum interest of 66.24 per cent. of
the Enlarged Issued Share Capital of the Company.

Subject to approval on a poll of Independent Shareholders, the Panel has agreed
to waive the obligation arising under The City Code for the Concert Party, as
described below, to make a general offer to Shareholders, which would otherwise
arise as a result of the Placing and Open Offer.

COMPANY BACKGROUND

Cater Barnard (formerly VoyagerIT.com plc) was established in 1999 to acquire or
invest in growth orientated smaller companies specifically within the
information technology and internet sectors which required further funding for
expansion.

At the end of 2000, due to the shift in sentiment of the investment community
away from internet and technology investment companies generally, the Board made
the decision to change the strategy of the Company and look to invest in sectors
which the Directors believed would offer a better return for shareholders. To
this end the Directors began to realise the Company's investments and announced
their decision to focus on financial services sector.

The change in strategy was endorsed by shareholders at the Company's annual
general meeting held in April 2001 when the Chairman outlined the Company's
revised business plan and shareholders approved the Company's change of name of
to Cater Barnard plc. In April 2001, Cater Barnard was re-established as a
financial services company.

Following this change in strategy, Cater Barnard now has investments in Carter
Barnard (USA) plc and two other companies. The first is a 53.88 per cent.
ordinary shareholding in an AIM-listed specialist telecoms company, Envesta plc.
The second investment is a 36 per cent. holding of common stock in IMX
Pharmaceuticals Inc., a company quoted on the OTC bulletin board. It is the
Directors' intention to dispose of these two investments in Envesta plc and IMX
Pharmaceuticals, Inc. in due course.

The Company now operates as an international financial services provider and
advisory group with offices in New York and London and a staff of 14, including
the Directors. The Group's UK business includes consultancy services and
advising on mergers and acquisitions. The Group also provides research on listed
smaller-cap companies through its research division which is distributed to
institutional investors, fund managers and the financial press.

The Company announced on 30 November 2001 that Cater Barnard Securities Limited
had been authorised by the Securities and Futures Authority (now the Financial
Services Authority) to provide corporate finance advice. The Directors expect
authorisation to increase the range of financial services that can be offered by
the Group in the UK.

INFORMATION ON Carter Barnard (USA) plc

Carter Barnard (USA) plc's business is the provision of investment banking
services and research through its wholly owned subsidiary, Griffin Securities,
Inc. ('Griffin') whose activities include brokerage, investment banking services
and providing detailed equity research. Griffin is a member of the National
Association of Securities Dealers and the Securities Investor Protection
Corporation in the US.

Carter Barnard (USA) plc's entire issued share capital was admitted to trading
through OFEX on 20 January 2000. In July 2000, Carter Barnard (USA) plc acquired
80% of the issued share capital of Griffin, which was formed in 1997 and
maintains an office in New York. In July 2001, Cater Barnard (USA) acquired the
remaining 20% of Griffin's issued share capital.

Griffin has received press coverage in 2001 from investment research into
companies in the HIV/AIDS and stem cell research sectors, which the Directors
believe has given Griffin credibility within these sectors in the US.

In July 2001, Carter Barnard (USA) plc also acquired Cater Barnard's entire US
investment portfolio, providing Carter Barnard (USA) plc with US-based
investment assets. Cater Barnard currently owns 69.16 per cent of Carter Barnard
(USA) plc and, following implementation of the Proposals, Cater Barnard will own
86.4 per cent of Carter Barnard (USA) plc. Cater Barnard intends to acquire the
balance of any equity in Carter Barnard (USA) plc which it will not own,
following the Acquisition, as soon as the opportunity arises subject to
agreement of satisfactory terms.

REASONS FOR AND DETAILS OF THE OPEN OFFER AND USE OF PROCEEDS

The Company proposes to issue up to 360,691,520 Offer Shares pursuant to the
Open Offer at the Issue Price which will raise up to £3.607 million for the
Company (before expenses), to be used as working capital. Stephen Dean and
Adrian Stecyk have each irrevocably undertaken to the Company and to Seymour
Pierce to subscribe (or procure subscription) for one half of their respective
beneficial entitlement to Offer Shares amounting in aggregate to 34,929,712
Offer Shares (£349,297.12). Seymour Pierce Ellis has undertaken to underwrite
the first £1 million of the Offer Shares over and above the Irrevocable Shares.
Part II of this document comprises a letter from Seymour Pierce, which invites
Qualifying Shareholders to apply for Offer Shares at the Issue Price on the
basis of:

               2 Offer Shares for every 1 Existing Ordinary Share

held at the Record Date. The Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares of the Company and
will rank in full for all dividends and other distributions hereafter declared,
made or paid on the share capital of the Company.

Qualifying Shareholders may apply for more than their pro rata entitlement using
the excess application facility. To the extent that applications from Qualifying
Shareholders exceed 360,691,520 Offer Shares, all excess applications shall be
scaled back in such manner as the Board and Seymour Pierce shall in their
absolute discretion determine. Monies in respect of excess applications which
are not successful will be returned to the applicants without interest as soon
as is practicable following Admission.

Qualifying Shareholders will receive an Application Form containing details of
their entitlement to subscribe for Offer Shares. To be valid, completed
Application Forms and payment in full must be received by the Company's
registrars and receiving agents, Connaught St Michaels Limited, by 3.00 p.m. on
22 February 2002.

Application forms are personal to the shareholder named thereon and cannot be
transferred except to satisfy bona fide market claims.

The Open Offer is conditional on the Placing and the passing of the Resolutions
to be proposed at the Extraordinary General Meeting and to Admission. It is
expected that dealings in the New Ordinary Shares will commence on AIM at 8.00
a.m. on 4 March 2002 (or such later time and date as shall be determined by
Seymour Pierce and the Company, being not later than 29 March 2002). If
Admission has not so occurred, application monies will be returned to applicants
without interest as soon thereafter as is practicable.

REASONS FOR AND DETAILS OF THE ACQUISITION

Cater Barnard currently holds 13,397,059 ordinary shares in Cater Barnard (USA)
plc representing 69.16 per cent of Cater Barnard (USA) plc's issued share
capital. The Company has entered into a conditional agreement with the Vendors
to acquire from them a further 3,333,330 ordinary shares in Cater Barnard (USA)
plc. This acquisition will result in Cater Barnard owning 16,730,389 ordinary
shares in Carter Barnard (USA) plc representing 86.4 per cent of Cater Barnard
(USA) plc's issued ordinary share capital thereby consolidating Cater Barnard's
control over Cater Barnard (USA) plc.

The consideration for the Acquisition will be satisfied by the issue of the
Consideration Shares comprising 12,592,576 New Ordinary Shares. The
Consideration Shares are to be issued and allotted as fully paid to the Vendors.
At the Issue Price, the aggregate consideration for the Acquisition is
£125,925.76.

The Acquisition is a related party transaction in which one of the Directors and
his wife are interested and therefore requires the prior approval of
Shareholders pursuant to Section 320 of the Act.

Reasons for and Details of the Placing and Repayment of the Loan Note

Periodically Stephen Dean, through Hemery Trustees Limited, has provided debt
finance to the Company. The aggregate principal outstanding is currently
£3,950,000. Servicing the interest payments on this loan costs the Company
approximately £326,000 every year at an average interest rate of 8.25 per cent.
per annum. The Loan Notes are held in the name of Hemery Trustees Limited.

The Loan Notes are due for repayment in November 2002. However, the Independent
Director believes that having regard to the Company's anticipated cash
resources, it will not be possible to repay the Loan Notes in accordance with
their terms without the liquidation of a substantial proportion of the Company's
investment holdings.

Hemery Trustees Limited have agreed, subject to Shareholder approval of the
waiver from Rule 9 of the City Code granted by the Panel, to subscribe for
395,000,000 Placing Shares on the basis that the proceeds are used for the
repayment of the Loan Notes in full.

Stephen Dean will, following the implementation of the Proposals, be
beneficially interested in 456,683,486 Ordinary Shares which will represent
48.14 per cent. of the Enlarged Issued Share Capital (assuming the Maximum
Subscription) or 63.18 per cent. of the Enlarged Issued Share Capital (assuming
the Minimum Subscription).

Although this Proposal results in significant dilution to existing Shareholders,
the benefit to the Company is that the interest repayments to service the Loan
Notes will be eliminated. The Company will save £326,000 of interest payments
per annum and in the opinion of the Independent Director, the Proposal will
improve the Company's balance sheet by increasing net assets.

CURRENT TRADING AND PROSPECTS

The Company announced the Group's final results for the 12 months ended 30
September 2001 on 29 November 2001 and these showed a pre-tax profit of
£1,906,358. Further details of the Company's trading position up to 30 September
2001 are set out in Part III of this document.

The Directors believe that there are opportunities for the Company to grow its
investment banking and corporate advisory business and the outcome for the
current financial year is in line with the Directors expectations.

The Directors intend to develop the business of the Group by increasing the
range of financial services offered and by seeking further acquisition
opportunities to accelerate this growth into new areas. The Directors are in
negotiation (subject, inter alia, to due diligence and contract) with an
acquisition target whose business strategy is to unite a number of currently
independently owned independent financial advisers within the UK, offering
centralised services to build a national brand. If the negotiations are
successfully concluded, the consideration for the acquisition would most likely
be satisfied by the issue of Ordinary Shares. On the information currently known
to the Directors, this could require the issue of between 65,000,000 and
100,000,000 Ordinary Shares.

The Independent Director, who has been so advised by Seymour Pierce Limited in
respect of the waiver of Rule 9 of the City Code, and having consulted with the
Company's nominated adviser on the Proposals in respect of the AIM Rules,
consider the Proposals to be in the best interests of the Company and
Shareholders as a whole. In providing advice to the Independent Director,
Seymour Pierce has taken into account the Independent Directors commercial
assessments.

Copies of the document concerning the Proposals, which will be posted to
Shareholders on 1 February 2002, will be available from the Company's registered
office, 6 Lloyd's Avenue, London EC3V 3AX, until 4 April 2002.

Timetable of key events:-
Record Date for the Open Offer                                   29 January 2002
Document posted to shareholders                                  1 February 2002
Latest time date for splitting application forms         3.00pm 20 February 2002
Latest time and date for application and payment in full 3.00pm 22 February 2002
Latest time and date for receipt of proxies for the EGM 10.00am 27 February 2002
EGM                                                         10.00am 1 March 2002
Admission of the New Ordinary Shares                         8.00am 4 March 2002
CREST accounts credited                                             4 March 2002
Despatch of definitive share certificates                       by 11 March 2002



END



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