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WAP Integrators PLC (WAP)

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Tuesday 29 April, 2003

WAP Integrators PLC

Voluntary Solvent Liquidation

WAP Integrators PLC
29 April 2003

29 April 2003


                              WAP Integrators Plc

              Proposals for Members' Voluntary Solvent Liquidation

Set out below is the text of a letter from the Chairman of WAP Integrators Plc
which has been posted to shareholders today together with Notice of an
Extraordinary General Meeting.

'Dear Shareholder,

Proposals for Members' Voluntary Solvent Liquidation

In the Company's Interim Report for the six months ended 31 December 2002, I
reported that the Board, despite having looked at numerous opportunities, had
not found a suitable company or business to acquire or candidate for a reversal,
and had concluded that the best interests if Shareholders would be served by the
Company returning its remaining cash assets to Shareholders by way of a
voluntary solvent liquidation.  The purpose of this letter is to explain the
Proposals and seek your approval thereto.  Your Board recommends that all
Shareholders vote in favour of the Proposals at the Extraordinary General
Meeting to deliver value back to Shareholders.

1.                  The Proposals

It is proposed that WAP Integrators will be wound up voluntarily by way of a
members' voluntary solvent liquidation and that any resulting cash balance,
after providing for all known net liabilities of the Company, be distributed to
Shareholders pro-rata to their holdings of Shares.

Subject to the passing of the Resolutions, it is anticipated that a cash
distribution to Shareholders will be made within 60 days of the Effective Date.
The Board estimates that the total distribution to Shareholders will be
approximately £800,000.  The amount referred to above is subject to completion
by the Liquidators of the appropriate winding up procedures.  The 60 day period
referred to above is required by the Liquidators in order that they are able to
satisfy their statutory obligations to enquire into the existence and value of
any creditor claims.

The estimated aggregate distribution reflects the unaudited net asset value of
the Company at 31 December 2002 as set out in the Company's unaudited interim
financial statement for the six months ended on that date after deducting
operating costs for the period since that date, redundancy costs and other
expenses associated with the Proposals.

2.                  Dividend

If the Proposals are implemented, no further dividend will be declared or
recommended on the  Shares.

3.                  Taxation

The information below relates to current UK law and practice and is subject
therefore to any subsequent changes therein.  This information is applicable
only to the Company and to persons resident in the UK for tax purposes who hold
their Shares as an investment.  It may not apply to certain categories of
person, such as dealers in securities.  This information is given by way of a
general summary and does not constitute legal or tax advice to any such holders.

Shareholders will be receiving entirely cash on the winding up of the Company.
Any distributions made by the Liquidators will qualify as capital distributions,
and so will not be taxed as income in the hands of the Shareholders but will
instead be treated as a disposal of their shareholding for the purposes of UK
taxation of capital gains.  The Shareholders will therefore make chargeable
disposals which, depending on their precise circumstances, may be subject to
capital gains tax.

The chargeable gain (or allowable loss) is calculated for capital gains tax
purposes by deducting the acquisition base cost plus certain incidental costs
from the proceeds distributed.  In addition, a Shareholder making a chargeable
disposal may be entitled to an indexation allowance and/or taper relief to
reduce the gain which is chargeable to capital gains tax.  Indexation allowance,
calculated by reference to the increase in the Retail Price Index from the date
of acquisition to the date of disposal, is available for corporate Shareholders
holding shares as an investment.  Indexation allowance may also be available to
individual or trustee Shareholders who acquired shares before April 1998.  Taper
relief may apply to reduce the chargeable proportion of any gain realised by
individual or trustee Shareholders.  Individual and trustee Shareholders may
also wish to consider the application of the capital gains tax annual exempt
amount to their particular circumstances.

If you are in any doubt about your taxation position, or may be subject to a tax
in a jurisdiction other than the United Kingdom, you should immediately consult
your professional adviser.

4.                  Implementation of the Proposals

An Extraordinary General Meeting is being convened for 3.30 pm on Friday 23 May
2003 to seek Shareholder approval of the Proposals.  The notice convening the
meeting is set out at the end of this document.  Further details of the EGM and
the Resolutions are set out in paragraph 6 below.

If the Resolutions are passed and the Proposals take effect, the Company will
not be required to send any further audited accounts or other financial
information to Shareholders, save that the Liquidators will be responsible for
sending to Shareholders reports on the progress of the winding up as required by

5.                  Dealings and Transfers

Trading in the Shares of WAP Integrators will be suspended on the day of the
Extraordinary General Meeting, 23 May 2003, and if the Resolutions are passed,
the Proposals will become effective and trading  in the Shares of WAP
Integrators will be cancelled on the next Business Day, 27 May 2003.

The register of members of the Company will be closed at the close of business
on 23 May 2003 and, to be valid, all transfers must be lodged with the
Registrars before that time.  Transfers received by the Registrars after the
close of business on 23 May 2003 will be returned to the person lodging the

If Shareholders dispose of  Shares otherwise than through the London Stock
Exchange, they must make their own arrangements with the other parties concerned
as regards entitlement to distributions in the winding up of WAP Integrators and
other rights attaching thereto.

If the Resolutions are not passed, the Proposals will not become effective and
WAP Integrators will remain as presently constituted and the distribution by the
Liquidators referred to above will not be made.

6.                  Extraordinary General Meeting

The Extraordinary General Meeting is being convened for 3.30 pm on 23 May 2003.
At the meeting, the Resolutions will be proposed to implement the Proposals.
Resolutions 1,4,5 and 6 (being special or extraordinary resolutions) will each
require the approval of 75 per cent of those Shareholders voting in person or by
proxy at the meeting and resolutions 2 and 3 (being ordinary resolutions) will
each require the approval of 50 per cent of those Shareholders voting in person
or by proxy at the meeting.  Shareholders should note that the Resolutions are
all inter- conditional.

The first resolution, which will be proposed as a special resolution, is
required to approve the winding up of the Company.  The second and third
resolutions, which will be proposed as ordinary resolutions, are to appoint the
Liquidators and to fix their  remuneration.

The fourth, fifth and sixth resolutions, each of which will be proposed as
extraordinary resolutions, are required in order to authorise the Liquidators to
exercise certain powers under the Insolvency Act 1986, such as paying classes of
creditors in full and to ensure that the Company's books and records are
preserved for a sufficient time for the Liquidators to complete the winding up.

You will find enclosed with this document a Form of Proxy for use at the
Extraordinary General Meeting.  To be valid, Forms of Proxy must be completed
and returned to the Registrars to be received not less than 48 hours before the
Extraordinary General Meeting.  The completion and return of a Form of Proxy
will not prevent Shareholders who are entitled to vote from attending and voting
in person if they so wish.

7.                  Documents available for inspection

Copies of the following documents will be available for inspection at the
offices of Memery Crystal, 31 Southampton Row, London WC1B 5HT during normal
business hours on any Business Day until the Effective Date:

a.                   the Memorandum and Articles of Association of  the Company;

b.                  the audited consolidated accounts of the Company for each of
the financial years ended 30 June 2001 and 30 June 2002.

8.                  Recommendation

Your Directors believe that the Proposals are in the best interests of
Shareholders as a whole and unanimously recommend all Shareholders to vote in
favour of the Resolutions as they intend to do in respect of their own
beneficial holdings, which amount to 19,413,842 Shares, representing
approximately 12.9 per cent of the issued ordinary share capital of the Company.

Yours faithfully

Peter Kitson

Executive Chairman'


Copies of the circular and Notice of Extraordinary General Meeting sent to
shareholders today are available from the offices of City Financial Associates
Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL for one
month during normal business hours on any business day.

                      This information is provided by RNS
            The company news service from the London Stock Exchange         PUUWUCUPWGQB                                                                                                                                                                                                                                                   

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