Options Granted/Notice of EGM
Transense Technologies PLC
23 January 2001
Date: 23 January 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC
OF SOUTH AFRICA, AUSTRALIA OR JAPAN
PROPOSED VARIATION OF OPTIONS GRANTED TO DIRECTORS AND EMPLOYEES OF TRANSENSE
AND NOTICE OF EXTRAORDINARY GENERAL MEETING
CONDITIONAL SECONDARY PLACING ('THE PLACING') OF UP TO 464,800 ORDINARY SHARES
IN TRANSENSE
The Board of Transense announces today the posting of a circular to Transense
shareholders in connection with the proposed variation of certain options over
ordinary shares in the capital of the Company, which have been granted to
Directors and employees of the Company. It is proposed that these options
(the 'Options'), representing approximately 3.4 per cent, of the Company's
enlarged issued share capital, which are not normally exercisable until the
third anniversary of their respective dates of grant, will, subject to
approval from Transense shareholders at an extraordinary general meeting
('EGM') to be convened on 9 February 2001, be varied so as to permit their
early exercise on the date of the EGM. All of the holders of Options (the
'Optionholders') will continue to hold other options over the Company's shares
that are not subject to the proposed variation.
Optionholders who are also Directors have agreed that, following the exercise
of their Options, the period during which they may not dispose of the shares
issued upon such exercise will be extended by up to one year to 26 November
2003, save that they may sell sufficient number of shares under the placing
referred to below to enable them to raise the necessary funds (net of
expenses) to exercise the Options and to meet their tax liabilities in respect
of such exercise.
In the case of the other Optionholders, all of the shares to be issued to them
pursuant to the early exercise of their options will be sold under the placing
referred to below. In respect of their remaining options granted by the
company, the other Optionholders have agreed not to dispose of any ordinary
shares acquired following the exercise of such options prior to 26 November
2003 for all other options granted under the Company's Unapproved Share Option
Scheme.
Subject to the proposed variation to the Options described above being
approved by Transense shareholders, the Optionholders, John Francis George (a
former director of Transense) and Sensor Technology Limited, a company jointly
owned by Anthony Lonsdale (a director of Transense) and his brother Brian
Lonsdale ('the selling shareholders') have agreed to sell aggregate 464,800
ordinary shares in the Company (the 'Placing Shares') representing 3.8 per
cent of the Company's enlarged issued ordinary share capital at 2275p per
placing Share. It has been agreed that HSBC Investment Bank plc ('HSBC') will
endeavour to procure placees for the Placing Shares on behalf of the
Optionholders and the selling shareholders and that HSBC will act as their
agent for these purposes. The Placing is being conducted by way of a limited
marketing exercise to institutional investors. The Placing is not being
underwritten by HSBC and will not proceed unless all the Placing Shares are
placed with investors, the resolution to approve the proposed variation to the
options is passed and the shares issued upon exercise of the Options have been
admitted to trading on the Alternative Investment Market of London Stock
Exchange plc. Placing commission payable in respect of the Placing Shares
will be borne by the Optionholders and the selling shareholders.
The benefits which will accrue to the Company if the proposal in relation to
the Options and the Placing are implemented include the following:
the Directors believe the out-performance of the Transense shares to market
benchmarks since flotation has created significant demand for the Company's
shares and the Placing should provide further liquidity in the Company's
shares; and
the Company will benefit from the early receipt of the exercise price for the
Options amounting to approximately o684,000.
For further information, please contact:
Jim Perry, Chief Executive
Transense Technologies plc 01869 238 030
John Mellett
Graeme Bayley
HSBC Investment Bank plc 020 7336 9000
John Coyle
Clerkenwell Communications 020 7713 0900
0370 687 370
07699 727 796 (pager)
This announcement, for which the directors of Transense Technologies plc are
solely responsible, has been approved solely for the purposes of section 57 of
the Financial Services Act 1986 by HSBC Investment Bank plc, which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited.
HSBC Investment Bank plc is acting solely for Transense Technologies and
no-one else in connection with the proposed placing of ordinary shares in
Transense Technologies plc, and will not be responsible to anyone other than
Transense for providing the protections afforded to its customers nor for
providing advice in relation to the proposed placing or any sale or purchase
of shares in Transense Technologies plc.
This announcement does not constitute an offer to sell or to subscribe for, or
the solicitation of an offer to buy or to subscribe for, ordinary shares in
Transense Technologies plc and is not for distribution in or into the United
States of America, Canada, The Republic of Ireland, The Republic of South
Africa, Australia or Japan, or their respective territories or possessions.
The value of an investment may go down as well as up. Advice should be sought
from an independent financial advisor as to the suitability for the individual
or entity concerned.
This announcement is not an offer of securities for sale in the United States
of America. Securities may not be offered or sold in the United States of
America absent registration under the U.S. Securities Act of 1933 or an
exemption from registration.