New UK Holding Company

Vislink PLC
24 October 2000


Introduction of new UK holding company 
 
Vislink plc the focused technology company providing solutions to the
broadcast and telecommunications and video technology markets has today
announced its proposal to introduce a new UK holding company ('NewCo') in
place of the present Irish registered holding company. 
 

Highlights of the proposal are:
 
     - The introduction will in due course allow Vislink plc to be included as
a UK company in the relevant FTSE indices 
 
     - Implementation of the proposal will widen the range of potential
institutional investors capable of investing in the Vislink Group 
 
     - An Extraordinary General Meeting will be held on 17 November 2000 to
obtain shareholder approval for the proposal 
 
     - A shareholder meeting will be convened by the Irish High Court also to
be held on 17 November 2000 to seek approval for the proposal 
 
     - Under the proposal Vislink plc shareholders will receive shares in
NewCo on a one-for-one basis 
 
     - It is expected that dealings in the shares of NewCo will commence on 21
December 2000

     - The Group's name will remain the same.
 
Commenting on the scheme, Ian Scott-Gall, Chief Executive of Vislink plc,
said: 
 
'With the majority of our shareholders both by value and number now being
based in the UK, this is the right step for the Vislink Group to take in
pursuit of its strategy to develop as a high growth technology Group.' 
 
 
For further information on Tuesday 24 October 2000, please contact: 
 
Ian Scott-Gall 
Chief Executive, Vislink plc                    01488 685 500 
 
James Trumper 
Group Finance Director, Vislink plc             01488 685 500 
 
Andrew Edwards 
Investec Henderson Crosthwaite                  020 7597 5970 
 
Emmanuel Kenning/Daniel Guthrie 
Luther Pendragon                                020 7618 9100 
 
 
 
Vislink plc 
 
Introduction of new UK holding company. 
 
The board (the 'Board') of Vislink plc ('Vislink') expressed its intention to
introduce a new UK holding company ('NewCo') to Vislink and its subsidiaries
(the 'Vislink Group') in its most recent circular sent to shareholders on 30
June 2000. 
 
The Board today announces proposals to establish NewCo as the new UK holding
company for the Vislink Group to be effected by means of a scheme of
arrangement under section 201 of the Companies Act, 1963 of Ireland (the
'Scheme'). Under the Scheme, Vislink shareholders will receive shares in
NewCo, a new company incorporated in England and Wales, which will become the
holding company for the Vislink Group (and is also named Vislink plc), on the
basis of one NewCo share for each Vislink share held.  
 
It is also proposed, subject to Vislink shareholder approval, to introduce an
SAYE scheme (the 'Sharesave Scheme') for all UK employees of NewCo and its
subsidiaries. 
 
A meeting of shareholders of Vislink (the 'Court Meeting') will be convened,
pursuant to an order of the High Court of Ireland, on 17 November 2000, to
seek approval for the Scheme. An extraordinary general meeting (the
'Extraordinary General Meeting') will also be held on 17 November 2000 to
commence after the Court Meeting has concluded or been adjourned, to seek
approval for the Scheme and the introduction of the Sharesave Scheme. 
 
Background to and reasons for the Scheme 
 
The Board believes that the Vislink Group will be better served by having a
holding company incorporated in England and Wales rather than a holding
company incorporated in Ireland for the following reasons: 
 
(1)     the majority of the Vislink Group's activities are based in the UK,
Norway and the United States of America; 
 
(2)     the Vislink Group has no trading assets in Ireland and, in the
context of its strategy, any remaining assets in Ireland are unlikely to
become significant to the future growth of the Vislink Group; 
 
(3)     the Vislink Group's head office is located in Hungerford, England; 
 
(4)     Vislink is tax resident in the UK; 
 
(5)     all the executive directors and the majority of the non-executive
directors and senior management of Vislink are British and reside in England
and the Vislink Group is therefore managed and controlled from the UK; 
 
(6)     the majority of Vislink shareholders, both by number and percentage
of shares held, are situated outside Ireland. Approximately 72 per cent. have
registered addresses outside Ireland and they hold approximately 89 per cent.
of the issued share capital of Vislink; 
 
(7)     some UK-based institutional investors are unable to hold investments
in Irish incorporated companies and a UK incorporated holding company will
therefore widen the range of potential institutional investors capable of
investing in the Vislink Group. 
 
Outline of the Scheme 
 
It is proposed that, by means of the Scheme, Vislink will become wholly-owned
by NewCo, which will be the new holding company owned by all Vislink
shareholders. Under the Scheme, Vislink shareholders will receive one fully
paid NewCo share in exchange for each Vislink share held. Applications will
be made to de-list the Vislink shares and for the NewCo shares to be listed
on the Official Lists of the UK Listing Authority and Irish Stock Exchange
and to be traded on the main market of the London Stock Exchange. 
 
The Scheme will be subject to a number of conditions including, inter alia,
the approval of Vislink shareholders by the requisite majorities at both the
Court Meeting and the Extraordinary General Meeting, and the sanction of the
High Court of Ireland. 
 
The resolution to be proposed at the Court Meeting must be passed by a
majority in number, representing at least 75 per cent. in value of those
present and voting in person or by proxy at the Court Meeting. Voting will be
by way of a poll and each holder of Vislink shares will be entitled to one
vote for each Vislink share held. The special resolution to be proposed at
the Extraordinary General Meeting must be passed by at least 75 per cent. of
those present and voting in person or by proxy at that meeting. 
 
Further details of the Scheme are set out in a circular which is expected to
be posted to Vislink shareholders later today. 
 
Share Option Schemes 
 
The Board consider it appropriate for the share option schemes operated by
Vislink to be preserved in NewCo. In order to do this, NewCo has adopted
share option schemes which mirror the terms of the Vislink share option
schemes adopted in 1999. 
 
All holders of outstanding options under the existing Vislink share option
schemes will be offered the opportunity to release their options in exchange
for equivalent options over shares in NewCo. The terms of each new option
will in all material respects be the same as those of the original option,
except that it will be an option to acquire NewCo shares in place of Vislink
shares. 
 
If the Scheme becomes effective, no further options will be granted over
Vislink shares. 
 
Sharesave Scheme 
 
The Board believes that it is important for the continuing success of the
Vislink Group that the interests of employees are aligned with those of
shareholders. Therefore, the Board proposes to introduce the Sharesave
Scheme. 
 
Since the Vislink shareholders immediately prior to the Scheme becoming
effective are to become NewCo shareholders, the approval of Vislink
shareholders is being sought at the Extraordinary General Meeting for the
Sharesave Scheme, the approval of which would ordinarily have been sought
from NewCo shareholders. The introduction of the Sharesave Scheme is
conditional upon the passing of the special resolution to be proposed at the
Extraordinary General Meeting to approve the Scheme and the Scheme becoming
effective. 
 
The principal terms of the Sharesave Scheme are set out in the listing
particulars published by NewCo (the 'Listing Particulars'), which are
expected to be posted to Vislink shareholders later today. 
 
Copies of the Listing Particulars 
 
The Listing Particulars may be obtained during normal business hours on any
weekday (Saturdays and public holidays excepted) up to and including 17
November 2000 from Investec Henderson Crosthwaite Corporate Finance, 2
Gresham Street, London EC2V 7QP and Vislink plc, Marlborough House, Charnham
Lane, Hungerford, Berkshire RG17 0EY and Computershare Services (Ireland)
Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18,
Ireland. 
 
Expected Timetable of Principal Events 
 
Court Meeting                                      10.30am on 17 November 2000

Extraordinary General Meeting *                    10.40am on 17 November 2000
 
Date for Court approval of the Scheme **           12 December 2000 
 
Last day of dealings in Vislink shares **          20 December 2000 
 
First day of dealings in NewCo Shares **           21 December 2000  
 
Date of despatch of definitive 
NewCo share certificates **                        4 January 2001
 
 
 
*     To commence after the Court Meeting shall have concluded or been
adjourned. 
**     This is indicative only and may be subject to change if confirmation
is not obtained from the Court on 12 December 2000 

 
Ian Scott-Gall                                         01488 685 500 
Chief Executive, Vislink plc 
 
James Trumper                                          01488 685 500 
Finance Director, Vislink plc 
 
Andrew Edwards                                         020 7597 5970 
Investec Henderson Crosthwaite 
 
Emmanuel Kenning/Daniel Guthrie                        020 7618 9100 
Luther Pendragon