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Osprey Comms. (OSPY)


Friday 01 December, 2000

Osprey Comms.

Issue of Equity

Osprey Communications PLC
1 December 2000

                        Osprey Communications plc
     Capital Reorganisation and Reduction of Capital, Open Offer of
 135,292,041 New Ordinary Shares at 1p per share with Excess Application
    Facility, Capitalisation of Loans and Admission to trading on the
                      Alternative Investment Market

The  Directors of Osprey Communications plc 'Osprey' announced today that
the  Company  proposes  to  raise  approximately  £1.35  million  (before
expenses)  by way of an Open Offer of 135,292,041 New Ordinary Shares  at
1p  per share.  The New Ordinary Shares to be issued pursuant to the Open
Offer  will be conditionally placed by Seymour Pierce Ellis Limited  with
investors, subject to the right of Qualifying Shareholders to participate
in  the Open Offer. Qualifying Shareholders are invited to subscribe  for
New Ordinary Shares under the Open Offer on the basis of:

 9 New Ordinary Shares for every 2 Existing Ordinary Shares

held  at  the Record Date.  Qualifying Shareholders may apply for  more
than  their maximum pro rata entitlement under the Open Offer by  way  of
the excess application facility as further described in the Prospectus to
be posted to Shareholders today.

In order to effect the Open Offer at the Offer Price it will be necessary
to  reduce  the  nominal value of the Existing Ordinary  Shares.   It  is
proposed  therefore  to  effect  the Capital  Reorganisation  as  further
described in the Prospectus.

In  addition  it is proposed that, on completion of the Open  Offer,  the
Existing Ordinary Shares cease to be listed on the Official List and  the
Ordinary  Shares be admitted, together with the New Ordinary  Shares,  to
trading on AIM.

The  Open  Offer  is  conditional, inter alia,  on  the  passing  of  the
Resolutions to be proposed at the Extraordinary General Meeting  and  the
Admission  of the Ordinary Shares.  It is expected that dealings  in  the
Ordinary Shares will commence on AIM on 11 January 2001.

Capitalisation of Loans
Certain  lenders to the Company have agreed to capitalise their loans  in
Osprey  into  Ordinary Shares at the Offer Price.  Subject to Shareholder
approval,  71,666,700  will  be  issued  to  the  loan  holders  on   the
capitalisation of the loans.

Capital Reduction
At  present  the  authorised share capital of the company  is  38,000,000
Ordinary  Shares of 25p each and the issued share capital  is  30,064,898
Ordinary  Shares  of 25p each.  It is proposed that each issued  Existing
Ordinary Share of 25p be subdivided into two Ordinary Shares of 0.1p  and
one Deferred Share of 24.8p.  It is also proposed that the authorised but
unissued  Existing  Ordinary Share capital be  redesignated  as  Ordinary
Shares  of  0.1p  each  by  the sub-division of  each  unissued  Existing
Ordinary  Share  of 25p into 250 Ordinary Shares of 0.1p.   The  Ordinary
Shares will have equivalent rights to the Existing Ordinary Shares  under
the Company's Articles of Association.

Share  certificates  in respect of the New Ordinary Shares  will  reflect
this change.  Existing share certificates in respect of Existing Ordinary
Shares  will be cancelled and new certificates posted to Shareholders  in
due course.  No share certificates in respect of the Deferred Shares will
be issued.

The  Company's audited balance sheet as at 31 March 2000 showed  negative
distributable reserves of £8,978,000 and therefore the Company is unable,
under  the  Act,  to pay dividends until the deficit is  eliminated.   In
order to remove this deficit one of the Resolutions to be proposed at the
EGM will contain provisions to cancel the Deferred Shares which will have
minimal  rights attaching to them and to reduce the share premium account
of the Company (including share premium arising on the Open Offer and the
Loan Capitalisation)

The document and Application Forms will be posted to Shareholders on 1
December 2000.

Application forms are personal to Shareholders named thereon and may not
be assigned or transferred except to satisfy bona fide market claims.
The Application Form is not a document of title and may not be traded.

For further information please contact;

Osprey Communications plc               020 8795 4559
Jack Rubins
Munir Samji

Seymour Pierce Limited                  020 7648 8700
Sarah Wharry

Timetable of principal events

Record Date for the Open Offer             24 November 2000

Latest time and date for splitting                         
of Application Forms (to satisfy             3.00 p.m. on 4
bona fide market claims only)                  January 2001

Latest time and date for receipt of                        
completed Application Forms and              3.00 p.m. on 8
payment in full under the Open Offer           January 2001

Latest time and date for receipt of         10.10 a.m. on 8
Forms of Proxy                                 January 2001

Extraordinary General Meeting              10.10 a.m. on 10
                                               January 2001

Cancellation of listing on the              7.59 a.m. on 11
Official List                                  January 2001

Dealings commence on AIM in the New                        
Ordinary Shares and CREST member            8.00 a.m. on 11
accounts credited (where applicable)           January 2001

Expected despatch of definitive                            
share certificates for the New           By 18 January 2001
Ordinary Shares


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