RNS Number:4656K
Host Europe PLC
28 April 2003


Monday, 28 April 2003



Host Europe plc



Extraordinary General Meeting requisitioned for 16 May 2003



Recommendation of the Board (other than Abby Hardoon Adulayavichit ("Mr Hardoon")) to vote AGAINST proposed resolutions



London, England: Host Europe plc ("Host Europe" or the "Company"), the web hosting company, is today posting a circular
to shareholders (the "Circular") giving notice of an extraordinary general meeting ("EGM") to be held on Friday 16 May
2003.



Mr Hardoon, Victor Gareh and Marcus James Paul Lauder (the "Requisitionists"), who each have substantial shareholdings
in Host Europe, have requisitioned the EGM for the purpose of proposing resolutions to remove from office the entire
Board of directors, with the exception of Mr Hardoon, and to replace it with a new team (the "Resolutions").  The
recommendation of the Board of Host Europe (except Mr Hardoon) to shareholders is to vote AGAINST the Resolutions.



The Circular sets out reasons why the passing of the Resolutions would not be in the best interests of the shareholders
of Host Europe and would have a disastrous impact on the Company, and why shareholders should vote AGAINST the
Resolutions.  Some of these reasons are as follows:



  * The Company's recent financial performance under the current Board has been exceptional.  The Company's recently
    published preliminary results for the year ended 31 December 2002 show its turnover had grown by 44% and its EBIDTA
    was up by 316% on the year ended 31 December 2001.  Cash balances exceeded #2,500,000 as at 31 December 2002
    compared with less than #1,000,000 as at 31 December 2001.



  * The number of satisfied customers has increased under the current Board and management structure.



  * As Chief Executive Officer of Host Europe, Mr Hardoon (one of the Requisitionists) has displayed a lack of
    leadership skills, consistently poor management decision-making and improper behaviour at work.  His lack of
    contribution to Host Europe's turnover or profitability is an indication that, in the Board's opinion, Mr Hardoon
    is significantly out of his depth in his position.



  * Of the other proposed new directors, Victor Gareh and Uwe Braun have proven to be unsuccessful in their positions
    as employees of Host Europe and are wholly unsuitable for their roles proposed by the Requisitionists.  The
    proposed non-executive directors, Garry Southern and Jonathan Willis-Richards, are both directors of the financial
    advisers currently retained by the Requisitionists, which, in the Board's opinion, compromises their ability to act
    in the interests of those shareholders of the Company not associated with the Requisitionists.



Commenting on the Resolutions, the Board (other than Mr Hardoon), has said:



'The Board considers the recent performance of the Company to have been very strong in what has emerged to be a
competitive market'.



'The quality of the Company's customer base continues to improve and we believe that the Company has in place an
excellent senior and middle management team'.



'Performance for the first three months of this year has also been better than expected, with strong sales growth from
our dedicated servers range of products and better than expected sign-ups for our shared hosting accounts.  We believe
that under the current management this trend will continue'.



'We believe that the outlook for 2003 under the current management team, which includes significant cost saving
programmes and product enhancements, is positive.  The Company's brokers recently issued a broker note forecasting
profit before goodwill amortisation of in excess of #1,000,000 for 2003'.



'The Company has been considering dismissing Mr Hardoon for the last few months on grounds which include the following:



-         Lack of leadership skills combined with an ineffective management style and a track record of consistently
poor management decision-making;

-         Inability to communicate effectively, including inarticulate written and oral communication;

-         Highly irregular attendance at work;

-         Favourable remuneration and benefits given to the directors' secretary (with whom Mr Hardoon has been having
an extra-marital affair), which were unilaterally implemented explicitly against the will of all other directors and
contrary to the provisions contained in the budget as approved and signed off by the Board'.



'We believe that the sole reason behind the requisition is Mr Hardoon's fear of losing his job as a result of what we
consider to be his incompetence and poor performance, and his inability to maintain a positive working relationship
with any of his fellow directors'



'We believe that if the Resolutions are passed, the consequences will include a material loss in value of the Company's
shares and loss of customers, and it may result in the Company's bank requesting significant additional cash security
for potential credit card liabilities'.



'Your Board (other than Mr Hardoon) is of the opinion that the Resolutions are NOT in the best interests of the Company
and its shareholders as a whole and REJECTS the Resolutions'.



The Company's nominated adviser, Altium Capital Limited ("Altium"), considers that public awareness of the Resolutions
will have a highly detrimental effect on the Company and its business.  By a letter dated 3 April 2003, Altium gave
notice to the Company of its intention to terminate its role as the Company's nominated adviser if a notice containing
the Resolutions was sent to the shareholders.  Accordingly, with effect from today, Altium has resigned as nominated
adviser to the Company.  In accordance with Rule 32 of the Alternative Investment Market ("AIM"), Altium's resignation
means that trading in the Company's shares on AIM will be suspended immediately.



The EGM will be held at the offices of Berwin Leighton Paisner at Adelaide House, London Bridge, London EC4R 9HA at
11.00 a.m. on Friday 16 May 2003 as set out in the Circular distributed to shareholders today.  Copies of the Circular
are available from The Company Secretary, Host Europe, Host Europe House, Kendal Avenue, London W3 0XA.



- ENDS -



Host Europe plc                                   E-mail: invest@hosteurope.com

Maurice Benisty, Chairman

Stephen Halstead, Chief Financial Officer




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

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