Placing/Notice of EGM
PipeHawk PLC
28 August 2002
PIPEHAWK PLC ('PipeHawk' or the 'Company')
Placing and Extraordinary General Meeting
A circular has been sent to shareholders in connection with a placing of
1,779,500 new ordinary shares of 1p each in the share capital of the Company at
a Placing Price of 25 pence per share to raise £444,875.
The Placing
Shareholders' consent is being sought for the placing of 1,779,500 new ordinary
shares at 25 pence per share (the 'Placing') for working capital purposes
particularly in light of the recent acquisition of Adien Limited and for the
Company's business generally.
J M Finn and Co has conditionally placed the 1,779,500 new ordinary shares with
a number of institutions and certain individuals at 25 pence per share, on
behalf of the Company. The Placing is conditional upon the passing of the
resolution at the Extraordinary General Meeting referred to below and admission
of the new ordinary shares to trading on the Alternative Investment Market of
the London Stock Exchange. It is expected that such admission will take place
on 20 September 2002.
Upon successful completion of the Placing, the Company has agreed to pay JM Finn
a fee of £5,000 and to extend the exercise period of their existing warrant from
22 November 2006 to 22 November 2010.
The fundraising has been structured as a private Placing, and shareholders are
therefore being asked to pass at the Extraordinary General Meeting a resolution
to increase the authorised share capital of the Company and in line with this
increase to update the current authorities they have to allot relevant
securities and to disapply statutory pre-emption rights.
Mr Mahony, the Company's Chairman, will subscribe for 200,000 new ordinary
shares pursuant to the Placing (£50,000) bringing his total shareholding to
937,220 ordinary shares (5.6 per cent of the enlarged issued share capital). In
addition, Mr Watt, the Company's Finance Director, will subscribe for 800,000
new ordinary shares pursuant to the Placing (£200,000) bringing his total
shareholding to 2,846,500 ordinary shares (16.9 per cent of the enlarged issued
share capital).
Extraordinary General Meeting
To enable the Directors to allot the 1,779,500 new ordinary shares under the
Placing the Directors are seeking specific authority by way of special
resolution at an Extraordinary General Meeting which has been convened for 11 am
at the offices of Lawrence Graham, 190 Strand, London WC2R 1JN on 19 September
2002. As a necessary part of the Placing, the Directors are also seeking to
increase the authorised share capital of the Company and in line with this
increase to update the current authorities they have to allot relevant
securities pursuant to section 80 of the Companies Act 1985 and to disapply
pre-emption rights contained in section 89(1) of the Companies Act 1985.
Expected timetable
Latest time and date for receipt of proxy forms 11am on 17 September 2002
Date of Extraordinary General Meeting 11am on 19 September 2002
Recommendation
The Directors consider that the Placing is in the best interests of the Company
and the Shareholders as a whole. The Directors (other than David Mahony and
Gordon Watt, on the basis that they have agreed to subscribe for shares pursuant
to the Placing as described above) unanimously recommend shareholders to vote in
favour of the resolution as set out in the Notice of Extraordinary General
Meeting being despatched to shareholders today, as those Directors (including
for this purpose David Mahony and Gordon Watt) who are shareholders intend to do
so in respect of their own holdings and interests held by them amounting to
5,859,935 new ordinary shares, representing approximately 39 per cent of the
current issued share capital of the Company.
Copies of the circular to shareholders regarding the EGM which has been posted
to shareholders are available at the Company's registered office, 9 Fleet
Business Park, Sandy Lane, Church Crookham, Hampshire GU13 0BF.
Contacts:
Mike Bushell, Managing Director PipeHawk plc 01420 590990
Graeme Thom, Grant Thornton Corporate Finance 020 7383 5100
John Finn or Sam Smith, JM Finn & Co 020 7860 6352
This information is provided by RNS
The company news service from the London Stock Exchange