RNS Number:0221V
Cashbox PLC
17 April 2007


                                  Cashbox plc

       Proposed Issue of Equity, Notice of EGM and Further re Directorate

The Board is pleased to announce a proposal to issue 21,762,618 new ordinary
shares of 1 penny each ("New Ordinary Shares") at 15p per share to raise
approximately #3.26 million as part of proposals for Cashbox plc ("the Company")
to obtain new banking facilities, to repay existing loans and raise additional
working capital (the "Proposals"). The Company is seeking shareholder approval
to grant the Directors the requisite authority to issue the New Ordinary Shares
and to renew the authorities granted to the Directors under the Companies Act
1985 ("the Act") to issue new shares in the Company.

The Company will today post a circular to shareholders to explain the reasons
for the issue of the New Ordinary Shares and to seek shareholders' approval of
the resolutions to be proposed at an Extraordinary General Meeting ("EGM") on 11
May 2007 ("Resolutions"), notice of which is set out in the circular to
shareholders.

Background to and reasons for the Proposals

As a direct result of the difficulties experienced with the current lease
provider, General Capital Venture Finance Limited ("GCVF"), and as stated in the
Company's interim results for the six months to 31 December 2006 published on 30
March 2007, the Board decided to seek alternative financing for the business.
The Company has secured loans of #2.8 million as an interim measure, while
discussions are taking place with Bank of Scotland to provide new lending
facilities. These discussions are at an advanced stage, credit approval has been
received, and the Company is working towards completion in the near future. The
Company has also secured commitments for additional equity investment of
#585,000 from certain directors and other investors.

The Company has repaid #130,000 (plus accrued interest) of these loans and is
proposing to settle the balance of #2,670,000 (plus accrued interest (although
one group of lenders, being clients of UK investment bank Fairfax I.S. plc, has
waived its entitlement to accrued interest)) and raise #585,000 of additional
working capital through the issue of 21,762,618 New Ordinary Shares at 15p per
share to the outstanding lenders and other investors, conditional on approval of
the Resolutions at the EGM and admission of the New Ordinary Shares to AIM. Part
of the new equity is required to satisfy a pre-condition of the proposed new
lending facilities that the Company raises at least #2 million in new equity
capital. The new facility is expected to comprise #8 million of debt finance,
#500,000 of vehicle finance and a #750,000 overdraft facility.

The Company currently has 1,264 ATMs in operation with its customers and
continues to see strong demand for more ATMs to be installed both with existing
customers and potential new customers. The Bank of Scotland facilities, together
with additional capital that will be made available to the Company on completion
of the fundraising, will enable the Company to resolve matters with GCVF and
will enable a faster roll-out of ATMs to meet such demand than would otherwise
be the case and enable the Company to aggressively pursue new sites.

As part of the equity issue, the following Directors are investing in the
business and will be issued New Ordinary Shares at the same price of 15p per
share as follows (conditional on approval of the Resolutions at the EGM and
admission to AIM of the New Ordinary Shares):

                             New   Total shareholding     Approx. % of enlarged 
                        Ordinary            after the      issued share capital
                          Shares         equity issue    after the equity issue
Anthony Sharp (via 
Annenberg Investment 
Management S.A.)       1,666,666           24,004,666                    28.84
Ciaran Morton            200,000              200,000                     0.24
Robin Saunders           676,334              676,334                     0.81
John Maples              135,184              135,184                     0.16
David Auger              133,333              133,333                     0.16

Admission to AIM

The Company will make application for the New Ordinary Shares to be admitted to
trading on AIM and admission is expected to take place on 14 May 2007. The New
Ordinary Shares will rank pari passu with the existing ordinary shares of 1
penny each in the capital of the Company, including the rights to all dividends
and other distributions declared, paid or made after the date of issue.

Extraordinary General Meeting

At the Extraordinary General Meeting on 11 May 2007 shareholders will be asked
to consider and if thought fit to pass the following resolutions:

 1. an ordinary resolution to give the directors authority under section 80 of
    the Act to allot the 21,762,618 New Ordinary Shares and to allot new
    ordinary shares of 1 penny each up to an aggregate nominal amount of
    #415,858, such authority to expire at the conclusion of the next AGM of the
    Company; and

 2. a special resolution to authorise the Directors to allot the New Ordinary
    Shares, to allot new ordinary shares of 1 penny each up to an aggregate
    nominal amount of #124,757 and to allot ordinary shares of 1 penny each
    pursuant to a rights issue, as if Section 89 (1) of the Act did not apply,
    such authority expiring at the conclusion of the next AGM of the Company.

As an explanation of Resolution 2, Section 95 of the Act concerns the
dis-application of statutory preemption rights pursuant to Section 89 of the
Act. Section 89 of the Act provides that, if the directors wish to issue new
securities for cash, they must be first be offered to current holders of shares
in proportion to the number of shares they each hold at that time. By Section 95
of the Act, shareholders can resolve by special resolution, as proposed above,
to dis-apply Section 89 of the Act for a specified nominal amount of shares.

Recommendation

The Directors consider that the passing of the Resolutions is in the best
interests of the Company and its shareholders as a whole. Accordingly, the Board
unanimously recommends shareholders to vote in favour of the Resolutions to be
proposed at the EGM as they intend to do in respect of their own beneficial
holdings of, in aggregate, 25,494,000 Ordinary Shares, representing
approximately 41.5 per cent. of the Company's existing issued share capital.

The independent Directors consider, having consulted with Seymour Pierce Limited
as nominated adviser, that the Proposals are fair and reasonable insofar as
shareholders are concerned.

Further copies of the circular to shareholders and notice of EGM will be
available from the offices of Seymour Pierce Limited, Bucklersbury House, 3
Queen Victoria Street, London EC4N 8EL.

Further re Directorate

Further to the announcement on 30 March 2007 regarding the appointment of
William Hughes, Mr Hughes was also a director of Medicsight Inc. and Tactica
Fund plc within the last five years. William Hughes was also a director of Megap
Limited when a receiver (Scottish Companies) was appointed on 4 September 1987
and net liabilities were estimated at being less than #500,000. William Hughes
was also a director of Caledonian Golf and Leisure Limited until 1 December 1997
which later, on 25 September 1998, had a receiver (Scottish Companies)
appointed.




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

END
IOEEAKLXFFDXEFE
Cake Box (LSE:CBOX)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Cake Box Charts.
Cake Box (LSE:CBOX)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Cake Box Charts.