EGM Circular

RNS Number:7931M
Acquisitor PLC
26 June 2003

Not for release, publication or distribution in or into The United States of
America, Canada, Australia, Japan or the Republic of Ireland.

26 June 2003


                                 Acquisitor plc

                       Authority to allot Ordinary Shares
                  and to disapply statutory pre-emption rights
                   to facilitate the issue of Ordinary Shares



1.  Introduction

The Board of Acquisitor announces that it will today send to Shareholders a
Circular convening an EGM to be held on 29 July 2003 at which the Resolutions
will be proposed to increase the Company's authorised share capital, to grant
authority to the Directors to allot new Ordinary Shares and to disapply
statutory pre-emption rights which will, in turn, allow the Company to issue
Ordinary Shares for cash to Shareholders or non-shareholders alike to raise
funds to invest in accordance with the strategy of the Company as described
below or to allow the Company to issue new Ordinary Shares as consideration for
such investments.

In the Company's circular to shareholders dated 16 July 2002 relating to the
Capital Reduction, the Directors stated that they intended to seek to acquire
one or more controlling interests, or acquire in its entirety, the share capital
of an operating company.  The Directors have identified a number of attractive
acquisition opportunities and believe that the ability to issue shares for cash
or as share consideration without having to offer such shares to existing
Shareholders is the most appropriate method of funding the Company in order to
capitalise upon these opportunities.


2.  Background to the Company


Acquisitor was incorporated on 23 August 1999 and admitted to AIM on 10 January
2000 with the objective of achieving a high rate of capital growth by acquiring
significant holdings in companies which the Directors considered to be
undervalued.  Since its incorporation, the Company has acquired 19 holdings and
by 30 September 2002, the Company's net asset value had increased by 30 per cent
(before exceptional items in connection with the establishment of Acquisitor
Holdings referred to below).

Given that substantially all of the Company's acquisition activity had been in
non-UK companies, the Directors considered that it would be more efficient from
a commercial perspective for those non-UK activities to be carried out by a
company that was not resident or incorporated in the UK.  In 2002, Acquisitor
established a company in Bermuda, Acquisitor Holdings, and transferred
substantially all of its assets into Acquisitor Holdings in return for shares in
Acquisitor Holdings.  Pursuant to the Capital Reduction, approved by the High
Court and registered with Companies House on 5 September 2002, the Company
arranged for the shares it held in Acquisitor Holdings to be distributed to the
Company's shareholders.  Cash balances of #2,525,270 were left in Acquisitor, of
which, pursuant to the Capital Reduction, #1,526,174 was transferred to a
blocked bank account, to pay creditors identified to the Court on 4 September
2002, leaving funds available of #999,096 for acquisition activities in the UK.


3.  Business and strategy


The Directors believe that Acquisitor can take advantage of pricing dislocations
that have become apparent in the current market environment and have identified
a number of public companies that have a Public Market Value substantially below
their estimated Private Market Value.  The Directors intend to acquire stakes of
sufficient size in such companies so as to enable them to enhance or unlock
value for all of that company's shareholders.  Depending on the circumstances,
the Company may take minority, majority or controlling interests in a target
company.  In addition, Acquisitor may decide to bid for a target with the
consideration payable in cash and/or Acquisitor shares.  Whilst the Directors
are concentrating on targets based predominantly in the UK, the Company will
also seek to take advantage of similar situations in companies in continental
Europe.

The acquisition opportunities that the Directors have identified and intend to
identify will have some or all of the following characteristics:

a.     a company selling at a substantial discount to its estimated Private 
       Market Value;

b.     the possibility of a purchase of a significant position in a
       company in the open market or through negotiated transactions;

c.     an opportunity to enhance or unlock shareholder value; and/or

d.     an exit strategy existing at the time of acquisition.

The companies or businesses to be acquired may have a greater value than that of
the Company.  In this case, the acquisition would be classified for the purposes
of the AIM Rules as a reverse takeover and would be subject to the approval of
the Company's Shareholders in a general meeting.


4.  Reasons for seeking the authority to issue shares and issue methodology


As at 31 March 2003, the Company had #1.14 million of net assets.  The Directors
believe that the Company requires additional funds to enable it to investigate,
pursue and fund the numerous acquisition opportunities potentially available to
it and believe that having the authority to issue up to a maximum of 125,000,000
Ordinary Shares, and then issuing up to this number of Ordinary Shares for cash
(or issuing up to such number of Ordinary Shares as non-cash consideration), as
and when new subscribers are identified, is the most appropriate method of
securing such funds.

The Directors are already in the process of making presentations to potential
investors in the Company and once undertakings to invest have been received,
will announce the issue of shares and will apply for them to be admitted to
trading on AIM.  The Directors will endeavour to ensure that any Ordinary Shares
issued will be issued at not less than the last published net asset value per
share when the commitment to issue the Ordinary Shares is made.  Due to the time
involved in documenting such a commitment, it is possible that the price at
which the Ordinary Shares are actually issued will be different to the net asset
value per share on the day of issue, if the net asset value per share has
changed in the intervening period.

Any funds raised by the Company will be used by the Directors to examine and, if
considered appropriate, make potential acquisitions.  Following the admission to
trading on AIM of any shares issued, the net proceeds of such an issue will be
placed on deposit until required by the Company.


5.  Current trading and prospects


The interim accounts for the six month period ending 31 March 2003 were
announced on 21 May 2003 when the Company reported net profits of #87,790 or
3.1p per share.  Net assets at 31 March 2003 were #1,136,515 (40p per Ordinary
Share).

The Directors believe that the current economic environment presents numerous
opportunities for the Company and the Directors wish to exploit them.  The
passing of the Resolutions will provide the Company with the ability to raise
additional funds to pursue these opportunities.


6.  Directors

Acquisitor is managed by its Board of Directors:

John Stanislas Albert Radziwill, Non-Executive Chairman, aged 55

Charles Duncan Soukup, Managing Director, aged 48

Timothy James Carey Lovell, Finance Director, aged 47

Luke Oliver Johnson, Non-Executive Director, aged 41

Christopher Harwood Bernard Mills, Non-Executive Director, aged 49

The Company currently has no employees or consultants other than the Directors.
Further information relating to the Directors is set out on the Company's
website - www.acquisitor.com.


7.  Availability of the Circular

Copies of the Circular will be available, free of charge to the public, from KBC
Peel Hunt, 111, Old Broad Street, London EC2N 1PH, during normal office hours on
any day (Saturdays, Sundays and public holidays excepted) from the date of this
announcement until one month after the EGM.


8.  Extraordinary General Meeting


In order that the Company is able to issue Ordinary Shares for cash as described
herein it is necessary for Shareholders to increase the authorised share capital
of the Company, authorise the Directors to exercise the right of the Company to
allot relevant securities under section 80 of the Act and to disapply statutory
pre-emption rights which arise under section 89 of the Act.

Accordingly, at the Extraordinary General Meeting to be held at * 3.00 pm on 29
July 2003 at the offices of Pinsents, Dashwood House, 69 Old Broad Street,
London EC2M 1NR the following ordinary and special resolutions will be proposed:


(i)     to increase the authorised share capital from #114,285.80
        to #2,614,285.80;



(ii)    to authorise the Directors, generally and unconditionally,
        to allot relevant securities (within the meaning of section 
        80 of the Act) up to an aggregate nominal amount of 
        #2,557,142.90; and



(iii)   to disapply the provisions of section 89 of the Act to
        empower the Directors to allot relevant securities up to 
        an aggregate nominal amount of #2,557,142.90.


9.  Recommendation


The Directors believe the passing of the Resolution to be in the best interests
of the Company and the Shareholders as a whole and are recommending that
Shareholders vote in favour of the Resolutions being proposed at the EGM.  The
Directors have irrevocably undertaken to vote in favour, or to procure their
nominees to vote in favour, of the Resolutions being proposed at the EGM in
respect of their holdings amounting to 222,500 Ordinary Shares, representing
approximately 7.8 per cent. of the existing issued share capital of the Company.

In addition, the Company has received irrevocable undertakings to vote in favour
of the Resolutions from Shareholders holding 1,741,288 Ordinary Shares,
representing approximately 61.0 per cent. of the existing issued share capital
of the Company.


Enquiries:


Duncan Soukup, Managing Director
Tim Lovell, Finance Director
Acquisitor plc                                   020 7581 4455
Website                                          www.acquisitor.com

Adam Hart
KBC Peel Hunt Ltd                                020 7418 8900

Maxine Barnes
Barnes and Walters Ltd                           020 7430 1600



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


"Acquisitor" or "Company"               Acquisitor plc


"Acquisitor Holdings"                   Acquisitor Holdings (Bermuda) Ltd


"Act"                                   the Companies Act 1985 (as amended)


"AIM"                                   the Alternative Investment Market of the London Stock Exchange


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


Capital Reduction                       the reduction of share capital and cancellation of share premium
                                        account of the Company carried out during 2002


"Circular"                              the circular to Shareholders dated 26 June 2003


"Extraordinary General Meeting" or      the extraordinary general meeting of the Company to be held at 3.00
"EGM"                                   pm on 29 July 2003


"Ordinary Shares"                       ordinary shares of 2p each in the capital of the Company


"Private Market Value"                  the estimated value that a financial or industrial buyer would be
                                        willing to pay to acquire a company in a privately negotiated
                                        transaction


"Proposals"                             the proposal to increase the authorised share capital, to authorise
                                        the Directors to allot Ordinary Shares and to disapply statutory
                                        pre-emption rights as described in this document


"Public Market Value"                   a company's market capitalisation plus net debt


"Resolutions"                           the three resolutions to be proposed at the Extraordinary General
                                        Meeting


"Shareholders"                          holders of Ordinary Shares




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