RNS Number:2826S
Inditherm PLC
20 November 2003



                                                              20 November 2003

                                 Inditherm plc

            Proposed Placing and Offer to raise #5.3 million (gross)

Inditherm plc, the specialist heating technology company, announces that it is
intending to raise approximately #4.8 million (net of expenses) by way of a
Placing and Open Offer of 10,534,990 new Ordinary shares. The Placing and Open
Offer is underwritten by Collins Stewart.

  * Since last year Inditherm has successfully created a more effective
    sales force and redesigned its products.

  * Inditherm has developed a much broader customer base and, since July
    2003, increased industrial order level and the value of quotations
    significantly beyond levels previously achieved.

  * The Company has now reached a level where a number of opportunities
    exist for expansion through increasing direct sales in the UK, establishing
    a number of international distributors and creating the distribution
    channels for the medical business.

  * Given the current limited cash resources available, the business is
    constrained through the inability to commit funds to additional resources.
    The proceeds of the Placing and Open Offer therefore will:

    -   Enable additional management and sales resources to be acquired
    -   Allow the development of greater business infrastructure
    -   Provide the working capital necessary to support business growth

Commenting on prospects Mark Abrahams, Chairman, said:
"The improvements we have introduced over the last year have enhanced
Inditherm's operational structure, product base and prospects. We are very
encouraged by the level of support we have received from the financial
community. These funds will allow us to take advantage of the platform we have
established and exploit the very considerable market opportunities now available
to Inditherm."

                                    - ends -


For further information:

Inditherm plc                                                     01709 761000
Mark Abrahams, Chairman
Colin Tarry, Chief Executive
Keith Lees, Finance Director

Collins Stewart Limited                                          020 7523 8310
Stuart Lane
Chris Howard

Weber Shandwick Square Mile                                      020 7067 0700
Nick Oborne

Notes to Editors
Inditherm's technology is based on an innovative flexible polymer that heats
uniformly across its entire surface powered by an energy-efficient, low voltage
charge. Current uses include heated products for maintaining core body
temperature during operations and heated solutions and frost protection for a
wide range of pipelines and storage containers. Other products include heated
inserts for steering wheels and pizza delivery bags, plus a heating system for
pharmaceutical transportation.



                                                              20 November 2003

                                 Inditherm plc

                       Proposed Placing and Listing Offer

Introduction

Inditherm is intending to raise approximately #4.8 million (net of expenses) by
way of a Placing and Open Offer of 10,534,990 new Ordinary shares. The Placing
and Open Offer is underwritten by Collins Stewart.

Background to the Proposals and Reasons for the Placing and Open Offer

Introduction
Since flotation, Inditherm has established an operation enabling it to offer a
credible service to its customers. This includes setting up a modern and more
efficient factory and, following the senior management change last year, the
creation of a more effective sales force and restructured operational
management. The Company's products have now been redesigned by increasing
standardisation and providing enhanced operator control, which simplifies the
selling process and manufacturing. The new team have developed a much broader
customer base and from July 2003 have increased our industrial order level and
the value of quotations given significantly beyond levels previously achieved.
The increased number of customers gives the Board confidence that the Company's
technology has been accepted in the market.

Industrial
Although the Company's industrial business is still at an early stage in its
development, a pattern is starting to emerge which shows that for larger orders
there is an expected lead time of several months from initial enquiry to receipt
of confirmed order. Furthermore, due to the fitting of Inditherm being the final
part of a system, the time between order and installation can also be several
months. Accordingly, it is encouraging to the Directors that the Company is
issuing an increasing value of quotations and has increased order rates. At 31
October 2003 the Company had outstanding quotations of #715,000 and an order
book of #90,000. Experience over the last six months indicates that the Company
can expect to convert over 50 per cent. of quotations by value into sales.

The redesigned products now provide the customer with a broad range of heating
and insulation options. Whilst the core polymer technology remains the same,
enhanced techniques for temperature control enable user specifications to be
met. The level of control required for the process ranges from simple on/off
mechanisms to full integration into production process systems. Simplifying the
products into standard ranges has enabled manufacturing to become much more
efficient significantly impacting product costs to make the system more
competitive in the Company's industrial heating market.

This business pattern indicates that since 30 June 2003, growth has been
encouraging whilst also reflecting that it takes longer to establish new
technology in the Company's industrial market than originally anticipated.

Medical
Over the last 12 month period, the sales of our medical product have declined
following a sales reorganisation within our exclusive distributor. Following
renegotiation of the arrangements, Inditherm can now open alternative channels
to market, including selling directly, which has already delivered some initial
sales.

Although sales have been restricted, the medical range has continued to be
improved by increasing user control over the patient warming process. Product
enhancements enable the patient temperature to be varied depending on type of
surgery and patient needs. Clinical research has been conducted that provides
evidence of the product capability compared to market competition. With access
to the medical market restored to the control of the Company and supported by
the clinical evidence, it is now possible to re-establish the Inditherm product
range in the market.

Summary
From the recent months trading a pattern has begun to emerge where the sales
team are able to generate a level of quotations which on current conversion
rates will generate an improved revenue stream. The next phase of the Company's
development, therefore, is to increase the selling resources with the aim of
growing the quotations and order level substantially. In the Directors' opinion,
given the size of our target markets, the opportunity for this expansion is
significant.

The Company has now reached a level where a number of opportunities exist for
expansion through increasing direct sales in the UK, establishing a number of
international distributors and creating the distribution channels for the
medical business.

Use of Proceeds

Given the current limited cash resources available, the business is constrained
through the inability to commit funds to additional resources. Accordingly, the
proceeds of the Placing and Open Offer will enable additional management and
sales resources to be acquired. This will be accompanied by the development of a
greater business infrastructure together with the working capital necessary to
support the business growth.

Current Trading and Prospects

For the six months ended 30 June 2003, the Company reported an operating loss of
#427,000 on turnover of #165,000. At 30 June 2003, the Company had net assets of
#1,069,000 including cash at bank of #451,000.

Whilst current trading has improved since 30 June 2003, the business has
continued to incur losses albeit at a reduced rate.

As reported in the 2003 interim Chairman's Statement, the Company expects to
achieve its first break-even month in the second half of 2003. As noted above,
in the Background to the Proposals, the Company's results at this stage of its
development are, however, subject to inherent uncertainties in the timing of
conversion from quotation to order and from order to sale.

Details of the Placing and Open Offer

The Company is proposing to raise approximately #4.8 million net of expenses, by
way of a Placing and Open Offer of 10,534,990 Offer Shares. The Placing and Open
Offer is being underwritten by Collins Stewart.

Collins Stewart, as agent for the Company, has conditionally agreed to use its
reasonable endeavours to place the balance of the Offer Shares with its
institutional and other clients subject to recall to the extent required to
satisfy valid applications under the Open Offer. To the extent that Collins
Stewart is unable to procure placees for the Offer Shares at the Issue Price, it
will itself subscribe at the Issue Price for any Offer Shares for which valid
applications under the Open Offer are not received.

Qualifying Shareholders may subscribe for Offer Shares, up to the number of
their Ordinary Shares held on the Record Date, on the basis of:

                1 Offer Share for every 1 existing Ordinary Share

held at the close of business on the Record Date at a price of 50p per share.
The Offer Shares must be paid for in full on application, which must be lodged
not later than 11 December 2003. To the extent that the Offer Shares are not
taken up under the Open Offer, they will be allotted to Placees under the
Placing.

The Offer Shares will, when issued, rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all dividends
and other distributions declared, made or paid on or after, or by reference to a
record date on or after, the date of their issue and will be issued free of all
liens, charges and encumbrances. It is expected that Admission will become
effective and dealings in the Offer Shares will commence on AIM on 17 December
2003.

If Admission does not occur, application monies will be returned to applicants
without interest as soon as is practicable.

The Placing and Open Offer is conditional, inter alia, on the passing of the
Resolutions to be proposed at the EGM and upon Admission.

Extraordinary General Meeting

An Extraordinary General Meeting of the Company has been convened for 10.00am on
15 December 2003. At the meeting, Shareholders will be asked to consider the
Resolutions, which are conditional upon Admission and which will be proposed as
follows:

(a) to confer the authority on the directors of the Company pursuant to
    section 80 of the Act to allot the Offer Shares for the purpose of the 
    Placing and the Open Offer; and

(b) to disapply the pre-emption rights conferred by section 89 of the Act for
    the purpose of the Placing and Open Offer.

To be passed, the Resolution described in (b) above requires a majority of not
less than 75 per cent. Of votes cast in person or, on a poll, by proxy in favour
of the Resolution at the Extraordinary General Meeting.

This Resolution gives authority to the Directors to allot shares otherwise than
pro rata to Shareholders but this authority is limited to (i) the allotment of
Ordinary Shares where the offer gives rise to legal or practical problems
associated with the requirements of other territories (in which events the
Directors may make such exclusions or arrangements as they deem expedient); and
(ii) the allotment of Offer Shares for the purpose of the Placing and the Open
Offer.

Recommendation

The Directors, who have been advised by Collins Stewart consider that the
Proposals are in the best interests of the Company and the Shareholders taken as
a whole. Accordingly, the Directors, so advised, unanimously recommend
shareholders to vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting. The Directors have irrevocably undertaken to vote
in favour of the Resolutions in respect of their own beneficial holdings of
3,759,992 Ordinary Shares held at the date of this document representing
approximately 36 per cent. of the Company's issued ordinary share capital.

Mark Abrahams
Chairman



Placing and Open Offer

Issue Price per share                                                        50p

Market capitalisation at the Issue Price                           #10.5 million

Number of Ordinary Shares subject to the Placing and Open Offer       10,534,990

Number of Ordinary Shares in issue following the 
Placing and Open Offer                                                21,069,980

Gross proceeds of the Placing and Open Offer                        #5.3 million

Net proceeds of the Placing and Open Offer (after expenses)         #4.8 million



Timetable
                                                                            2003

Record Date for the Open Offer                  close of business on 18 November

Latest time and date for splitting
(to satisfy bona fide market claims only)                  3.00 pm on 9 December

Latest time and date for receipt of Application Forms
and payment in full under the Open Offer                  3.00 pm on 11 December

Latest time and date for receipt of Forms of Proxy       10.00 am on 12 December

Extraordinary General Meeting                            10.00 am on 15 December

Dealings on AIM expected to commence                      8.00 am on 17 December

CREST member accounts credited                                       17 December

Expected date of despatch of definitive certificates by              22 December

                                    - ends -

For further information:

Inditherm plc                                                     01709 761000
Mark Abrahams, Chairman
Colin Tarry, Chief Executive
Keith Lees, Finance Director

Collins Stewart Limited                                          020 7523 8310
Stuart Lane
Chris Howard

Weber Shandwick Square Mile                                      020 7067 0700
Nick Oborne



Definitions

The following definitions apply throughout this announcement, unless the context
requires otherwise:

"Act"            the Companies Act 1985, as amended

"Admission"      the admission of the Offer Shares to trading on AIM becoming
                 effective in accordance with the AIM Rules

"AIM"            AIM is a market regulated by the London Stock Exchange

"Application     the application form accompanying this document on which
Form"            Qualifying Shareholders may apply for Offer Shares under the
                 Open Offer and which forms part of the terms and conditions of
                 the Open Offer

"Articles of     the articles of association of the Company
Association"

"Board" or       the board of directors of the Company
"Directors"

"Collins         Collins Stewart Limited
Stewart"   
      
"Company" or     Inditherm plc
"Inditherm"

"CREST"          the relevant system (as defined in the CREST Regulations) in
                 respect of which Crestco Limited is the Operator (as defined in
                 the CREST Regulations) in accordance with which securities may
                 be held in uncertificated form

"CREST           the Uncertificated Securities Regulations 2001 (SI 2001/3755)
Regulations"

"EGM" or         the extraordinary general meeting of the Company convened for
"Extraordinary   10.00 am on 15 December 2003 (or any adjournment thereof)
General Meeting"

"Existing        the Ordinary Shares in issue at the date of this document
Ordinary Shares"

"Form of Proxy"  the form of proxy accompanying this document for use at the
                 EGM

"Group"          the Company and its subsidiaries

"London Stock    London Stock Exchange plc
Exchange"

"Issue Price"    50p per Offer Share

"Ordinary        ordinary shares of 1p each in the capital of the Company
Shares"

"Offer Shares"   the 10,534,990 new Ordinary Shares which are to be issued
                 pursuant to the Placing and Open Offer

"Open Offer"     the conditional offer by Collins Stewart, on behalf of the
                 Company, to Qualifying Shareholders to subscribe for the Offer
                 Shares on the terms and subject to the conditions set out in
                 this document and in the Application Form

"Placing"        the conditional placing by Collins Stewart, as agent of the
                 Company of 10,442,034 Offer Shares at the Issue Price in
                 accordance with the Underwriting Agreement of which 6,774,998
                 new Ordinary Shares are subject to clawback to satisfy valid
                 applications under the Open Offer

"Placees"        persons to whom Offer Shares are unconditionally allotted
                 pursuant to the Placing

"Proposals"      the Placing and Open Offer

"Qualifying      holders of existing Ordinary Shares on the register at the
Shareholders"    Record Date other than certain overseas holders

"Record Date"    close of business on 18 November 2003

"Resolutions"    the resolutions to effect the Proposals to be proposed at the
                 EGM

"Share Incentive the Company's Share Incentive Plan and the Enterprise
Schemes"         Management Incentive Scheme

"Shareholders"   holders of Ordinary Shares

"Underwriting    the agreement dated 20 November 2003 between the Company and
Agreement"       Collins Stewart






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            The company news service from the London Stock Exchange

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