RNS Number:7492J
Magnum Power PLC
07 April 2003


FOR IMMEDIATE RELEASE


                        MAGNUM POWER PLC ("the Company")

         Proposed Re-financing, Board Changes and New Business Strategy


The Board is pleased to announce a proposed re-financing of the Company by an
investor group together with a new business strategy.


Background


On 24 January 2003, the Company announced the sale of its operating subsidiaries
and group property, its intention being to meet outstanding group liabilities
and to examine all available options for the Company's future.


The Board is now pleased to report that, in the light of the Proposals and
subject to certain shareholders resolutions to be proposed at the EGM (as
defined below), being passed, it will no longer need to wind up the Company. The
Company's existing cash balances will now be applied in settling all external
creditors in full. The proceeds of the re-financing are to be applied solely
towards (a) the Company refocusing as a Property and Leisure Investment Company
and (b) the payment of all professional costs incurred by the Company in
connection with the Proposals, with the current shareholders retaining some
value in their holdings.


The Proposals


Proposed Re-financing

The investor group, comprising Edward Adams, Nicholas Lebetkin and Laurence
Selman, (details of whom are set out below) and the Company signed Heads of
Terms on 4 and 6 March 2003 pursuant to which the investor group has undertaken
to invest #200,000 in the Company by way of a conditional subscription of
ordinary shares in the capital of the Company which, following a share
reconstruction in due course, will equate to a fully diluted aggregate
shareholding, equal to 80 per cent. of the Company's then issued ordinary share
capital. The investor group has agreed to underwrite all the professional costs
relating to the re-financing and the issue of a circular (containing a Notice of
an Extraordinary General Meeting ("EGM") and attendant resolutions). The
foregoing share subscription by the investor group is conditional upon the
resolutions to be proposed at the EGM (the "Resolutions") being duly passed.


The completion of the share subscription by the investor group, following the
passing of the Resolutions, will be a 'related party transaction' in accordance
with Rule 12 of the AIM Rules. Brian McGhee and James Morrison, as independent
directors of the Company, having consulted with Beaumont Cornish Limited, which
has been appointed as the Company's Nominated Adviser, consider that the
proposed share subscription is fair and reasonable so far as the shareholders of
the Company are concerned.




Under the proposed share reconstruction the existing issued and unissued
ordinary shares of 10p each will be sub-divided and converted into new ordinary
shares of 0.01p each and deferred shares. A proportion of the unissued deferred
shares will also be sub-divided and converted into new ordinary shares. In view
of the number of new ordinary shares resulting from the sub-division and
conversion and the fractional nominal value and potential trading price per
ordinary share, the New Directors (see Board Changes below) consider that, to
assist in making the new ordinary shares more attractive for trading, a
consolidation be effected by converting every hundred new ordinary shares of
0.01p each into one new ordinary share of 1p each. A consequence of this
consolidation is that holders of less than 100 existing ordinary shares of 10p
will not be entitled to receive new ordinary shares of 1p and other holders of
existing ordinary shares of 10p will not be entitled to receive new ordinary
shares of 1p in respect of their fractional entitlements. Fractional
entitlements will be aggregated and sold in the market for the benefit of the
Company in accordance with the Company's articles of association.


As stated above, the proposed subscription by the investor group will result in
the investor group having an aggregate shareholding equal to 80 per cent. of the
Company's then issued ordinary share capital. Obtaining an interest of this size
would normally result in an obligation under Rule 9 of the City Code on
Takeovers and Mergers (the "Code") for the investor group to make a general
offer to the Company's shareholders for the remaining shares not held by them.


At the EGM an ordinary resolution will be proposed for the existing shareholders
of the Company to approve a waiver of the obligation which would otherwise by
imposed on the investor group to make a general offer for the ordinary shares in
the capital of the Company not already held by them.


The Panel on Takeovers and Mergers will be approached with a view to obtaining a
waiver in respect of the obligation that would otherwise fall on the investor
group under Rule 9 of the Code if the Company's existing shareholders vote in
favour of the ordinary resolution referred to above to be proposed at the EGM.


Board Changes

Edward Adams and Nicholas Lebetkin ("the New Directors") join the Board with
immediate effect and it is intended that Laurence Selman will join the Board
following the EGM. Following the Company's recent Annual General Meeting,
William Miller retired from the Board and two other members of the current
Board, Peter Black and Tom Frame have resigned with immediate effect. Brian
McGhee and James Morrison will resign from the Board following the EGM and after
settlement has been made in respect of all outstanding debts due to external
creditors of the Company. As a consequence of it being agreed that the proceeds
of the re-financing are to be employed solely to the ongoing development of the
Company and meeting the professional costs of the Company incurred in connection
with the Proposals, the current Board have agreed to waive certain fees and
accruals owed to them for their services in order to ensure that all debts due
to the Company's existing external creditors are settled in full.




New Business Strategy

Subject to the Resolutions being duly passed, it is intended that the Company
will re-focus its activities on Property and Leisure Development. Edward Adams,
Nicholas Lebetkin and, once appointed as a director, Laurence Selman (the "New
Board") intend to employ their experience in these related sectors to establish
and develop an investment company for the benefit of the Company's shareholders.
The New Board is already actively pursuing a number of opportunities that would
be suitable for the Company.


Investor Group

Brief details of the investor group are as follows:


Edward Adams (aged 43)

With a background in fund management and research with Touche Remnant and
Carnegie International between 1983 and 1991, Mr Adams has since been an active
investor in a number of private businesses in areas such as hotels, hi-fi and
media.  Between 1993 and 1996, he was a director of the AIM listed games
developer and publisher, Rage Software plc.  At the current time, he is
Executive Chairman of Medi@Invest plc and also a non-executive director of AIM
listed investment company, London and Boston Investments plc.


Nicholas Lebetkin (aged 37)

Mr Lebetkin has been involved in the property industry for 17 years. Over this
period he has acted as agent, adviser and principal in a vast array of
development and investment transactions throughout the United Kingdom. In recent
years he has had considerable success in the property development arena by
virtue of his particular skills and experience in exploiting the complexities of
the UK planning environment.


Laurence Selman,(aged 45)

Mr Selman has been involved in the property industry for 29 years. He has been
involved in transactions as agent, adviser and principal, with particular focus
on the motor and petrol property sector and latterly general commercial. In
recent years he has worked closely with Nicholas Lebetkin, acting as principals,
and using their experience of the planning environment, on a range of
transactions relating to Brownfield property assets.




EGM, Restoration of Trading and Admission to Trading on AIM


Shareholders' approval for the Proposals will be sought at the EGM which it is
envisaged will be held in the first half of May. A circular containing a Notice
convening the EGM will be sent to shareholders shortly.


It is expected that restoration of trading in the issued share capital of the
Company and admission to trading in respect of the new ordinary shares to be
issued to the investor group will become effective and that such trading will
commence on the trading day following the EGM.






Advisers


Beaumont Cornish Limited, which is regulated by the Financial Services
Authority, has been appointed as Nominated Adviser to the Company.


CLB Corporate Finance LLP, which is regulated by the Financial Services
Authority, has been appointed as the Company's independent financial adviser in
accordance with Rule 3 of the City Code on Takeovers and Mergers. This Rule
requires a company, in receipt of an offer for its shares or in circumstances
where there might be an obligation for a third party make an offer for its
shares, to obtain competent independent advice.


7 April 2003



Enquiries:


James Morrison, Magnum Power plc                       Tel: 01506 463330
Roland Cornish, Beaumont Cornish Limited               Tel: 020 7628 3396



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