Christie Regulatory News (CTG)

27 Mar 2006 16:06

Christie Group PLC27 March 2006 Christie Group plc Request for postponement of Capcon Holdings plc EGM and For provision of full information to Capcon shareholders Christie Group plc notes the announcement made by Capcon Holdings plc on Friday24 March 2006 at 4.22 pm. The Board of Capcon have said that, in light of the "comments and actions ofChristie Group plc", they will not propose Resolution 5 at the EGM convened for29 March 2006. This is the resolution authorising the disposal of Capcon'sstocktaking activity to Lakesong Trading Limited, a company owned and controlledby two directors of Capcon. This step has been taken after Christie Group made a legally binding offer tothe Capcon Board to buy the stocktaking business identical in all materialrespects to the Lakesong offer save only that the consideration is £1,000,000rather than £700,000 (the "Christie Offer"). The Christie Offer remains openfor acceptance by the Board of Capcon and Christie has confirmed that it iswilling to complete the acquisition on 29 March 2006. Capcon had put forward the disposal to Lakesong as an alternative to the issueof a series of Convertible Secured Loan Notes which will mostly be subscribed bydirectors of the Company. The Board of Capcon continues to recommend that thecompany issues these Loan Notes to raise only a very modest amount of money, theeffect of which will be to water down all existing holders and pass control to aconcert party including some of the directors. The conversion price under theloan notes is 5p per share. Christie Group plc notes that the closing middle market price of a Capcon sharewas as high as 14p on 24 March 2006 and has remained well above the conversionprice of the loan notes. At no time has Capcon made available to shareholders any current tradinginformation or commentary on the sufficiency of working capital which would flowfrom the proposals being put to the EGM. Christie Group believes that thisinformation is essential to shareholders to consider whether to approve theissue of the Loan Notes instead of the disposal to Christie Group of thestocktaking activities. Christie Group, which is a 14.99% shareholder of Capcon, has made repeatedrequests to Capcon's Board for up-to-date financial information (not includingcommercially sensitive information) to allow it to assess the proposed issue ofLoan Notes and to consider whether its offer to buy the stocktaking activitiescan be improved or indeed whether another proposal can be made by Christie Groupfor the benefit of all the shareholders of Capcon. No such information has beenprovided and no reason for this has been given. It is clear that events have moved on significantly since the publication of thecircular to Capcon's shareholders on 3 March 2006. In particular, the currentshare price of Capcon is nearly double the conversion price under theConvertible Loan Notes. Christie Group believes that it is manifestly in the better interest of allshareholders that the EGM be adjourned for a short period, and that ChristieGroup be given access to the non-commercially sensitive information referred toabove for the purposes of considering whether its offer to buy the stocktakingactivities can be improved or indeed whether another proposal can be made byChristie Group for the benefit of all the shareholders of Capcon. ChristieGroup will be proposing a resolution to that effect at the EGM and urges allshareholders to vote for such an adjournment. 27 March 2006 Enquiries: Christie Group plc David Rugg Chief ExecutiveRobert Zenker Finance Director020 7227 0707 Charles Stanley Securities Philip Davies020 7953 2457 END This information is provided by RNS The company news service from the London Stock Exchange