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