Notice of EGM

RNS Number:1981J
Prestige Publishing PLC
25 March 2003



25 March 03



               Prestige Publishing Plc ("Prestige" or "Company")

                    Notice of Extraordinary General Meeting



A Notice convening an Extraordinary General Meeting of the Company (EGM) to be
held at 25 North Row, London, W1K 6DJ on 24th April 2003 at 11am has today been
posted to shareholders.



The purpose of the meeting is to consider and, if thought fit, approve the
restructuring of the Company and the Company's share capital with the view of
settling debt and increasing shareholder value.  The restructuring comes as a
result of an approach from Hanover Capital Group Plc (Hanover), an AIM listed
mining finance Company and a group of investors with extensive knowledge of and
contacts in the gold mining industry who will introduce the Company to other
investment opportunities and alternative sources of finance.



To this end, Hanover has acquired from the major professional creditors of
Prestige and others, their outstanding debt of #222,447.95.  These creditors
have agreed to accept ordinary shares of 1p each in Hanover in full and final
settlement of their debts.



Following the assignment of these debts to Hanover, Prestige will owe
#222,447.95 to Hanover and is proposing to issue to Hanover 2,780,599 ordinary
shares of 1p each in the capital of the Company (Ordinary Shares) at a price
agreed with Hanover of 8p each.  This will not take place however, until such
time as the Company's issued share capital has increased sufficiently so that
Hanover does not have to make an offer to acquire the remainder of the Ordinary
Shares not then owned by it in accordance with Rule 9 of the City Code on
Takeovers and Mergers.



The Company has agreed, in consideration of Peter Catto's role in facilitating
and introducing to the Company a suitable company, to pay Mr Catto a fee of
#50,000, of which #25,000 is payable in cash and #25,000 will be settled through
the issue to Mr Catto of 250,000 ordinary shares of 1p each in the capital of
the Company, assuming approval of the resolutions at the extraordinary general
meeting to be held on 24 April 2003, at an issue price of 10p per share (Fee).
The Fee is conditional upon the completion of the acquisition by the Company of
a suitable company.



Finally, and considering the Company's proposed shift from the new technologies
sector towards investment in the mining sector, it has been agreed that
following the appointment of Ronald Lowenthal and Simon Robinson, both directors
of Hanover, the Company will also appoint an independent non-executive chairman
in due course.



The Nominated Advisor to Prestige is Grant Thornton and Hoodless Brennan are the
Company's brokers.



Peter M Catto, Chairman, commented on the proposals:



"It is my belief that if approved, the resolutions proposed will give Prestige a
new lease of life and will in turn provide shareholders with optimum shareholder
value.  Hanover's proposal comes at a time when, like us, many companies are
suffering due to difficult market conditions and I believe that the proposed
resolutions will enable Prestige to prosper in the future."



                                    - Ends -



A circular has been posted to shareholders today.



For further information please contact:



Simon Robinson/ Ana Ribeiro

Parkgreen Communications

020 7287 5544


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