Issue of Convertible Loan Stock

13 August 2010 PipeHawk Plc ("Pipehawk" or the "Company") Issue of £1 million Convertible Unsecured Loan Stock to Director The Company announces that it has issued £1 million of Convertible Unsecured Loan Stock 2014 ("CULS") to Gordon Watt, the Chairman of the Company.  The CULS have been issued to replace loans made by Gordon Watt to the Company amounting to £1 million. In March 2010, the Company's bankers gave the Company notice that it intended to withdraw all the facilities that it had made available to the Company.  The Directors sought to obtain replacement facilities from other banks but were unsuccessful.  Gordon Watt agreed to advance further funds to the Company on similar terms to the loans he has previously advanced to the Company on the understanding that negotiations would commence on converting £1 million of loans into convertible unsecured loan stock. The principal terms of the CULS are as follows: -      The CULS may be converted at the option of Gordon Watt at a price of 7p per share at any time prior to 13 August 2014; -      Interest is payable at a rate of 10 per cent. per annum on the principal amount outstanding until converted, prepaid or repaid, calculated and compounded on each anniversary of the issue of the CULS.  On conversion of any CULS, any unpaid interest shall be paid within 20 days of such conversion; -      The CULS are repayable, together with accrued interest on 13 August 2014 ("the Repayment Date"); -            The Company has the option, after one year, to repay the CULS before the Repayment Date, subject to the Company providing 10 days' notice and paying a premium of 10 per cent. of the principal amount repaid; -            Except as may be agreed with the Panel on Takeovers and Mergers, no conversion shall be permitted which would result in Gordon Watt and persons deemed to be acting in concert with him holding in excess of 29.99 per cent. of the voting rights of the Company. The directors, other than Gordon Watt who took no deliberation in the discussions, consider, having consulted with Merchant Securities Limited, that the terms of the CULS are fair and reasonable insofar as the shareholders of the Company are concerned.  Merchant Securities Limited has relied on the commercial assessments of the independent directors. Following the issue of the CULS, the following summarises the amount of indebtedness owing to Gordon Watt at 12 August 2010:                                               £ CULS                                    1,000,000 Loans                                    1,607,597 Unpaid salary                                492,590 Accrued interest                              213,899                                          -------------                                         3,314,086                                         ======= Other than the CULS, these loans have been made in accordance with a letter of support dated 12 November 2009. The loans are unsecured and accrue interest at an annual rate of base rate plus 2.15 per cent. Enquiries: PipeHawk Plc Gordon Watt (Chairman) 01252 343018 Merchant Securities Limited David Worlidge 020 7628 2200 Simon Clements [HUG#1437948] This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. All reproduction for further distribution is prohibited. Source: Pipehawk PLC via Thomson Reuters ONE

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Pipehawk (PIP)
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