Convertible Loan

Canisp PLC 21 April 2008 Canisp plc ('Canisp' or 'the Company') Convertible Loan Agreement Notice of Extraordinary General Meeting ('EGM') Trading Update Canisp (AIM: CN.L) announces that it has sent a circular and notice of EGM to shareholders today providing details of the consolidation of all outstanding loans made by Corvus Capital Inc ('Corvus') to the Company, amounting to £1,600,000, into a single assignable, convertible loan agreement. A copy of the full text of the circular is set out below. EGM The EGM is to be held at 10:00 am on 22 May 2008 at the offices of Fladgate LLP, 25 North Row, London W1K 6DJ. A copy of the Notice of the EGM is available from the Company's registered office. Trading Update Although Canisp's results for the year ended 31 March 2008 will show a small trading loss for the period (full details will be published in due course), the Board is pleased by recent progress, particularly the strong order book. In addition the business has recently won a significant new contract, the full benefits of which will be realised over the coming 12 - 18 months. Circular to Shareholders The following is the letter from Mark Shrosbree, Chief Executive of Canisp, which is set out in a circular sent to shareholders today (copy of circular has been posted on the Company's website at www.canispplc.com): 'Notice of extraordinary general meeting Convertible loan agreement Introduction As at 18 April 2008, the Company was indebted to Corvus Capital Inc (Corvus) in the sum of £1,600,000. The Company has agreed with Corvus to consolidate all of its outstanding debt into a single, assignable convertible loan facility of £1,600,000 (one million six hundred thousand pounds) (Loan). On Corvus's demand, the Loan and any interest accrued may be capitalised in whole or in part through the issue of new ordinary shares at one penny per share. If the capitalisation does not occur by 31 December 2009, the Loan and any interest accrued at two per cent. per annum, will be repayable on demand although the Loan will remain capable of being capitalised on the above terms. Attached to this document is a notice of extraordinary general meeting to be held on 22 May 2008 at 10:00 a.m. at the offices of Fladgate LLP, 25 North Row, London W1K 6DJ (EGM). At the EGM, resolutions will be proposed to approve the allotment and issue of new ordinary shares arising on capitalisation of the Loan (Proposals). Reasons for the Loan Corvus was a founder investor in Canisp and has provided funding and financial support over a number of years, providing both working capital and bank guarantees. In July 2006, £257,500 of the balance which had accrued as at that date was capitalised into 2,575,000 new ordinary shares. Since then additional cash funds have been advanced and the balance now stands at £1,600,000. This funding has been provided under a mixture of formal and informal arrangements and both Corvus and your board have agreed that these arrangements should be formalised by encapsulating them into a single agreement. Capitalisation of the Loan Corvus currently holds 27.8 per cent. of the Company's issued share capital. If capitalised in full, 160,000,000 ordinary shares in the capital of the Company will be allotted and issued to Corvus, giving Corvus a theoretical 71.36 per cent. holding in the Company. Corvus, however, has informed the Company that it does not intend to increase its shareholding (when aggregated with any concert parties) above 29.9 per cent. The Company expects Corvus to assign part or all of the convertible debt or sell such number of its shares in the Company so as to ensure that it and its concert parties hold less than 30 per cent. of the Company's voting rights. Independent directors Michael Hirschfield, an executive director of the Company, is deemed to be interested in the Proposals by virtue of his directorship of Corvus. Accordingly, Michael Hirschfield has not participated in the Board's deliberations with regard to the above proposals. Timothy Moss, an executive director of the Company, is deemed to be interested in the Proposals by virtue of his employment by Corvus. Accordingly, Timothy Moss has not participated in the Board's deliberations with regard to the above proposals. The remaining directors, John Maundrell, Ian Tickler and myself, are considered to be independent of Corvus. Action to be taken Enclosed with this letter is a notice of the EGM to be held at 10:00 a.m. on 22 May 2008 at the offices of Fladgate LLP at 25 North Row, London W1K 6DJ. The meeting is being convened to consider and, if thought fit, approve the Proposals. A form of proxy for use at the EGM is enclosed. Whether or not you intend to be present at the meeting, you are requested to complete, sign and return the form of proxy by first class post to the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to arrive not later than 48 hours before the time of the meeting or adjourned meeting. The completion and return of the form of proxy will not preclude you from attending the meeting and voting in person should you subsequently wish to do so. Recommendation Since Corvus is a related party under the AIM rules, the independent directors have consulted with the Company's nominated adviser, Canaccord Adams Limited, and consider that the terms of the Loan and the Proposals are fair and reasonable insofar as the Company's shareholders are concerned. The directors believe that the Loan is essential to the restructuring of the Company's debts to Corvus. Accordingly the independent directors believe that the Loan is in the best interests of the Company and shareholders as a whole and accordingly recommend shareholders to vote in favour of the resolutions to be proposed at the EGM as they will be doing so in respect of their own shareholdings.' A copy of the circular is also available on the Company's website www.canispplc.com. -ends- Enquiries: Nominated advisor and broker: Andrew Chubb, Canaccord Adams Limited tel: +44 (0) 207 050 6500 John Bick, Hansard Group tel: +44(0)7917 649362 www.canispplc.com This information is provided by RNS The company news service from the London Stock Exchange
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