Possible Offer & Notice of GM


 

TIDMHHC 
 
RNS Number : 4153N 
Hexagon Human Capital PLC 
17 February 2009 
 

Hexagon Human Capital plc 
("Hexagon" or "the Company") 
 
 
Possible Offer 
 
 
 Notice of General Meeting 
 
 
The Board of Hexagon announces that it has received an indicative conditional 
proposal from a third party interested in making an offer for the Company. 
Discussions with the third party are at a very preliminary stage and there can 
be no guarantee that any offer will be forthcoming. A further announcement will 
be made as appropriate. 
 
 
The Company also announces that it will shortly be posting a Circular to 
Shareholders setting out a Resolution to be passed at a General Meeting.  The 
Circular sets out the details of a Proposal by the Company to enter in to an 
agreement with Barclays Bank to reduce the level of its senior debt by 
GBP1,500,000 in return for the issue of the Convertible Loan Notes to the same 
value. A condition of the Revised Banking Facilities proposed by Barclays is 
that Hexagon uses the Company's existing authorities and allots new shares for 
cash on a non pre-emptive basis to raise a minimum of GBP300,000 (net of 
expenses) for the Company within 60 days of the issue of the Convertible Loan 
Notes. 
 
 
Despite the current challenging broader economic environment the Board remains 
confident of the short term trading outlook for the Company. The net proceeds of 
the Revised Banking Facilities and the Placing will be used, inter alia, towards 
improving the Group's working capital position. In the event that Hexagon's 
trading deteriorates markedly from the levels currently being experienced, the 
Proposal will provide the Group with significant flexibility against its current 
banking covenants. 
 
 
Approval for the Resolution is being sought from Shareholders as, in light of 
the receipt of the indicative conditional proposal, in accordance with Rule 21 
of The Takeover Code, the Company requires the approval of Shareholders in a 
general meeting before entering into the terms of the Revised Banking Agreement. 
 
 
Definitions in this announcement shall bear the same meaning as those in the 
Circular to Shareholders. 
 
 
 
 
 
 
Enquiries: 
 
 
+-----------------------------------------------+----------------+ 
| Jonathan Wright, Chief Executive              | 020 7337 1133  | 
| Carl Thompson, Finance Director               |                | 
+-----------------------------------------------+----------------+ 
| Hexagon Human Capital plc                     |                | 
+-----------------------------------------------+----------------+ 
 
 
+-----------------------------------------------+----------------+ 
| Matt Davis                                    |                | 
+-----------------------------------------------+----------------+ 
| Alison Barrow                                 |                | 
+-----------------------------------------------+----------------+ 
| Brewin Dolphin Investment Banking             | 0845 213 3219  | 
| Financial Adviser                             |                | 
+-----------------------------------------------+----------------+ 
|                                               |                | 
+-----------------------------------------------+----------------+ 
| Sanna Sumner/Anna Dunkin                      |                | 
+-----------------------------------------------+----------------+ 
| Redleaf Communications                        | 020 7566 6700  | 
|                                               |                | 
+-----------------------------------------------+----------------+ 
Rule 2.10 of The Takeover Code 
The Company also confirms, in accordance with Rule 2.10 of The Takeover Code 
that it has 19,488,553 ordinary shares of 1 pence each in issue which are 
admitted to trading on the AIM Market under ISIN Code GB00B12G3G91. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any 
person is, or becomes 'interested' (directly or indirectly) in 1% or more of any 
class of 'relevant securities' of the Company, all 'dealings' in any 'relevant 
securities' of that company (including by means of an option in respect of, or a 
derivative referenced to, any such 'relevant securities') must be publicly 
disclosed by no later than 3.30pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the 'offer period' 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an 'interest' in 'relevant 
' securities' of the Company, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant 
securities' of the Company by an offeror company or the Company, or by any of 
their respective 'associates', must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
. 
'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a 'dealing' under Rule 8, you should consult the Panel. 
Brewin Dolphin Investment Banking, which is authorised by the Financial Services 
Authority, is acting exclusively for Hexagon Human Capital plc and no one else 
and will not be responsible to anyone other than Hexagon for providing the 
protections offered to clients of Brewin Dolphin Investment Banking or for 
providing advice in relation to the matters referred to herein. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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