Notice of EGM

Screen PLC 21 January 2002 21 January 2002 SCREEN PLC: Extraordinary General Meeting; Share Placing Screen Plc ('Screen' or 'The Company'), a leading provider of advanced security and communication systems, is to hold an Extraordinary General Meeting on 14 February 2002 to seek shareholder approval for the authority to place further shares. As planned, Screen is seeking to place up to £2m worth of ordinary shares, to provide for future working capital requirements for the enlarged Group following the successful acquisition of Joyce-Loebl Group Ltd (' Joyce-Loebl'). Joyce-Loebl, the supplier of technology solutions to the defence and transport markets, was acquired by Screen on 21 December 2001 for a total consideration of £3.325m. The acquisition was secured by an initial placing of 4,604,273 ordinary shares of 1p ('the First Placing'), in accordance with the powers granted to the Company by its shareholders at the Annual General Meeting on 18 June 2001, at 55p per share. This raised approximately £2.5m before expenses. Screen's bankers have provided working capital facilities together with a term loan facility of £1.25 million to part finance the acquisition and associated costs. The balance of the initial consideration has been funded from the proceeds of the First Placing. Shareholder approval will be sought for the enabling resolutions at an Extraordinary General Meeting, to be held at 11 a.m. on 14 February 2002 at the offices of Brobeck Hale and Dorr, Alder Castle, 10 Noble Street, London EC2V 7QJ. Three resolutions will be proposed at the EGM: 1. To increase the authorised capital to £700,000 2. To authorise the Directors to allot the Ordinary Shares created by the first resolution for the purposes of Section 80 of the Companies Act 1985 (the 'Act'). 3. To disapply the statutory pre-emption rights set out in Section 89 of the Act both to enable the Second Placing of those Ordinary Shares to take place and to restore the headroom granted by shareholders at the Annual General Meeting on 18 June 2001. Commenting, Owen Williams, Chairman of Screen said: 'Recent order inflows at Joyce-Loebl confirm the soundness of our acquisition and are an encouraging indication of the future potential now open to us. We are already benefiting by introducing products and technologies available from our other group companies into key European transport projects underway at Joyce-Loebl. As anticipated, other strategic and exciting opportunities meriting investment, have been reconfirmed. 'The Directors believe that the Second Placing is in the best interests of the Company and of Shareholders as a whole. Accordingly the Directors, whose own legal and beneficial holdings represent approximately 18% of the current issued share capital of Screen plc, unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the EGM.' ENDS Background to the acquisition below. Contacts: Screen Plc Binns & Co PR Ltd Owen Williams - Chairman Peter Binns Tel: 01628 820011 Paul McManus info@screenplc.com Tel: 020 7786 9600 www.screenplc.com Background to the acquisition The range of products assembled by Screen through internal development together with those acquired over the last two years has significant potential to be applied to markets adjacent to those previously addressed. Screen formed the view that an optimum way to address such markets would be to acquire a business or businesses having strong market presence and channel capability. As a result of our analysis and subsequent research Screen identified Joyce-Loebl as being such a company, as its focus is on defence and transport, two market sectors of keen interest to Screen. The Joyce-Loebl business was formed 50 years ago and in the audited accounts for the year ended on 28 July 2001 had revenues of £8.2m and a pre-tax profit of £0.4m. Pre-tax profit for the same period, excluding exceptional costs associated with the former owners, which are no longer payable following the Acquisition, would have been £0.8m. The value of Net Assets acquired was approximately £3.9m. Defence Joyce-Loebl is a long-established supplier of ruggedised computer systems and other technology based products to the defence market. Screen's existing products and services are highly relevant to the MoD and other defence authorities and Screen regards this acquisition as one that will greatly increase its penetration into this important market, by using Joyce-Loebl's knowledge and experience of the particular trading requirements of the defence sector. Transport Joyce-Loebl has been active in providing CCTV, electronic information systems and related technology to the transport market with particular focus on rail rolling stock through 'in carriage' signage, surveillance and information displays. The company has made substantial progress in developing Smart Seat products and related services to rail operators, and Screen's existing technologies and market skills can help accelerate this progress. For more information please visit www.screenplc.com This information is provided by RNS The company news service from the London Stock Exchange
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