TSTR.L Regulatory News (TSTR)

21 Apr 2008 17:24

Canisp PLC21 April 2008 Canisp plc ("Canisp" or "the Company") Convertible Loan Agreement Notice of Extraordinary General Meeting ("EGM") Trading Update Canisp (AIM: CN.L) announces that it has sent a circular and notice of EGM toshareholders today providing details of the consolidation of all outstandingloans made by Corvus Capital Inc ("Corvus") to the Company, amounting to£1,600,000, into a single assignable, convertible loan agreement. A copy of thefull text of the circular is set out below. EGM The EGM is to be held at 10:00 am on 22 May 2008 at the offices of Fladgate LLP,25 North Row, London W1K 6DJ. A copy of the Notice of the EGM is available fromthe Company's registered office. Trading Update Although Canisp's results for the year ended 31 March 2008 will show a smalltrading loss for the period (full details will be published in due course), theBoard is pleased by recent progress, particularly the strong order book. Inaddition the business has recently won a significant new contract, the fullbenefits of which will be realised over the coming 12 - 18 months. Circular to Shareholders The following is the letter from Mark Shrosbree, Chief Executive of Canisp,which is set out in a circular sent to shareholders today (copy of circular hasbeen posted on the Company's website at www.canispplc.com): "Notice of extraordinary general meeting Convertible loan agreement Introduction As at 18 April 2008, the Company was indebted to Corvus Capital Inc (Corvus) inthe sum of £1,600,000. The Company has agreed with Corvus to consolidate all ofits outstanding debt into a single, assignable convertible loan facility of£1,600,000 (one million six hundred thousand pounds) (Loan). On Corvus's demand,the Loan and any interest accrued may be capitalised in whole or in part throughthe issue of new ordinary shares at one penny per share. If the capitalisationdoes not occur by 31 December 2009, the Loan and any interest accrued at two percent. per annum, will be repayable on demand although the Loan will remaincapable of being capitalised on the above terms. Attached to this document is a notice of extraordinary general meeting to beheld on 22 May 2008 at 10:00 a.m. at the offices of Fladgate LLP, 25 North Row,London W1K 6DJ (EGM). At the EGM, resolutions will be proposed to approve theallotment and issue of new ordinary shares arising on capitalisation of the Loan(Proposals). Reasons for the Loan Corvus was a founder investor in Canisp and has provided funding and financialsupport over a number of years, providing both working capital and bankguarantees. In July 2006, £257,500 of the balance which had accrued as at thatdate was capitalised into 2,575,000 new ordinary shares. Since then additionalcash funds have been advanced and the balance now stands at £1,600,000. Thisfunding has been provided under a mixture of formal and informal arrangementsand both Corvus and your board have agreed that these arrangements should beformalised by encapsulating them into a single agreement. Capitalisation of the Loan Corvus currently holds 27.8 per cent. of the Company's issued share capital. Ifcapitalised in full, 160,000,000 ordinary shares in the capital of the Companywill be allotted and issued to Corvus, giving Corvus a theoretical 71.36 percent. holding in the Company. Corvus, however, has informed the Company that itdoes not intend to increase its shareholding (when aggregated with any concertparties) above 29.9 per cent. The Company expects Corvus to assign part or allof the convertible debt or sell such number of its shares in the Company so asto ensure that it and its concert parties hold less than 30 per cent. of theCompany's voting rights. Independent directors Michael Hirschfield, an executive director of the Company, is deemed to beinterested in the Proposals by virtue of his directorship of Corvus.Accordingly, Michael Hirschfield has not participated in the Board'sdeliberations with regard to the above proposals. Timothy Moss, an executive director of the Company, is deemed to be interestedin the Proposals by virtue of his employment by Corvus. Accordingly, TimothyMoss has not participated in the Board's deliberations with regard to the aboveproposals. The remaining directors, John Maundrell, Ian Tickler and myself, are consideredto be independent of Corvus. Action to be taken Enclosed with this letter is a notice of the EGM to be held at 10:00 a.m. on 22May 2008 at the offices of Fladgate LLP at 25 North Row, London W1K 6DJ. Themeeting is being convened to consider and, if thought fit, approve theProposals. A form of proxy for use at the EGM is enclosed. Whether or not you intend to bepresent at the meeting, you are requested to complete, sign and return the formof proxy by first class post to the Company's registrars, Capita Registrars, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and inany event so as to arrive not later than 48 hours before the time of the meetingor adjourned meeting. The completion and return of the form of proxy will notpreclude you from attending the meeting and voting in person should yousubsequently wish to do so. Recommendation Since Corvus is a related party under the AIM rules, the independent directorshave consulted with the Company's nominated adviser, Canaccord Adams Limited,and consider that the terms of the Loan and the Proposals are fair andreasonable insofar as the Company's shareholders are concerned. The directors believe that the Loan is essential to the restructuring of theCompany's debts to Corvus. Accordingly the independent directors believe thatthe Loan is in the best interests of the Company and shareholders as a whole andaccordingly recommend shareholders to vote in favour of the resolutions to beproposed at the EGM as they will be doing so in respect of their ownshareholdings." A copy of the circular is also available on the Company's websitewww.canispplc.com. -ends- Enquiries: Nominated advisor and broker:Andrew Chubb, Canaccord Adams Limited tel: +44 (0) 207 050 6500 John Bick, Hansard Group tel: +44(0)7917 649362 www.canispplc.com This information is provided by RNS The company news service from the London Stock Exchange