Notice of Annual General Meeting and Extraordinary General Meeting,
Capital Reduction, Capital Reorganisation and Placing by Teather & Greenwood Limited of 23,571,425 Placing Shares at 3.5p per share

THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION.

If you are in any doubt about what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.  

The Directors and Proposed Director of Micap plc, whose names appear on page 6 of this document, accept responsibility both individually and collectively, for the information contained in this document. To the best of the knowledge and belief of the Directors and the proposed Director, who have taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

If you have sold or transferred all your shares in Micap plc, (“the Company”) please forward this document at once, together with the accompanying form of proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

Application will be made for the New Ordinary Shares and Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares and Placing shares will commence on 13 December 2005.

The Placing Shares will be issued free of expenses and will on issue rank pari passu in all respects with the Ordinary Shares.

MICAP PLC

(Incorporated with limited liability in England and Wales
with registered number 4000124)

 Notice of Annual General Meeting and Extraordinary General Meeting

Capital Reduction

Capital Reorganisation

and Placing by

Teather & Greenwood Limited

of 23,571,425 Placing Shares

at 3.5p per share

Action to be taken by Shareholders is set out on page 10. Notice of an AGM and EGM to be held at 10.45am and 11.00am respectively on 12 December 2005 at Sigma Technology Management Ltd, 6th Floor, Bucklersbury House, Cannon St , London EC4N 8ST is set out at the end of this document.

Teather & Greenwood Limited (“Teather & Greenwood”), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person as its customer nor be responsible to anyone other than the Company for providing the protections afforded to customers of Teather & Greenwood or for providing advice in relation to the Placing, the contents of this document or any matter, transaction or arrangement detailed in this document. Teather & Greenwood is not making any representation or warranty, express or implied, as to the contents of or accuracy of the information contained within this document. Teather & Greenwood’s responsibilities as nominated adviser under the AIM Rules are owed to the London Stock Exchange and are not owed to any Director or any other person in respect of their decision to acquire the Placing Shares.

 “the Act” the Companies Act 1985 (as amended)

“Admission” the effective admission of the Placing Shares to trading on AIM

“AGM” the annual general meeting of the Company to be held at 10.45 am on 12 December 2005 at the offices of Sigma Technology Management Limited, 6th Floor, Bucklersbury House, Cannon St, London EC4N 8ST notice of which is set out at the end of this document

“AIM” a market operated by the London Stock Exchange

“Applied Analysis” Applied Analysis Limited

“Capital Reduction” the proposed cancellation of the Deferred Shares as described on page 6 of this document

“Capital Reorganisation” the proposed sub-division of each of the issued and unissued Ordinary Shares into one New Ordinary Share and one Deferred Share

“Deferred Shares” deferred shares of 24p each in the capital of the Company created pursuant to the Capital Reorganisation

“Directors” or “Board” the board of directors of the Company

“Enlarged Share Capital” the entire issued share capital of the Company immediately following completion of the Proposals and the allotment of New Ordinary Shares to Shane Delaney in consideration for the sale to Micap of his shares in Micap Encapsulates

“EGM” the extraordinary general meeting of the Company to be held at 11.00am on 12 December 2005 at the offices of Sigma Technology Management Limited, 6th Floor, Bucklersbury House, Cannon St, London EC4N 8ST (or any adjournment thereof), notice of which is set out at the end of this document

“Forms of Proxy” the Forms of proxy accompanying this document for use by Shareholders at the EGM and AGM

“Group” the Company and its subsidiaries

“ London Stock Exchange” London Stock Exchange plc

“Micap” or “the Company” Micap plc

“Micap Encapsulates” Micap Encapsulates Limited (registered in Ireland )

“Micap Flavours” Micap Flavours Limited

“Microencapsulation” the process whereby tiny droplets of liquid or particles of solid material are coated with a continuous film of polymeric material, which offers benefits including: conversion of liquids to solids; separating reactive compounds; protecting substances against environmental factors; and improving material handling properties

“New Ordinary Shares” the fully paid ordinary shares of 1p each in the capital of the Company created pursuant to the Capital Reorganisation

“Ordinary Shareholders” or the holders of the issued Ordinary Shares as of the date of this “Shareholders” document

“Ordinary Shares” or “Shares” ordinary shares of 25p each in the capital of the Company as at the date of this document

“Placing” the proposed placing by Teather & Greenwood as agent for the Company of the Placing Shares in accordance with the terms of the Placing Agreement

“Placing Agreement” the conditional placing agreement dated 17 November 2005 between (1) Teather & Greenwood and (2) Micap relating to the Placing, brief details of which are set out on page 6 of this document

“Placing Price” 3.5 pence per Placing Share

“Placing Shares” 23,571,425 New Ordinary Shares to be issued pursuant to the Placing

“Proposals” the Placing, the Capital Reorganisation and the Capital Reduction

“Resolutions” the resolutions to be proposed at the EGM as set out at in the notice of EGM at the end of this document

“Teather & Greenwood” Teather & Greenwood Limited

Placing Price 3.5p

Number of Ordinary Shares in issue prior to the Placing 28,825,229

Number of new Ordinary Shares being issued pursuant to the Placing 23,571,425

Number of Ordinary Shares in issue immediately following Admission and the allotment of New Ordinary Shares to Shane Delaney 55,825,225

Market capitalization following the Placing and Admission at the placing price £1,953,883

Percentage of Enlarged Share Capital being placed pursuant to the placing 42.22 per. cent.  

Estimated gross proceeds of the Placing £825,000  

Estimated net proceeds of the Placing receivable by the company £741,500

PART I

LETTER FROM THE CHAIRMAN OF MICAP PLC

(Incorporated with limited liability in England
and Wales with registered number 4000124)  

Directors: I McManus (Non- Executive Chairman) M J Norris (Chief Executive) N D Crabb (Non-Executive Director) Proposed Director: Shane Delaney (Commercial Director)

Registered Office: Pemberton Business Centre Enterprise House Richmond Hill Pemberton Wigan , WN5 8AA

17 November 2005

 To Shareholders and (for information purposes only) option holders

Dear Shareholder

Capital Reduction, Capital Reorganisation and Placing

It was today announced that Micap has conditionally raised £825,000 by way of the Placing. The net proceeds of the Placing will be used as additional working capital by the Company.

In order to effect the Placing, the Capital Reorganisation and the Capital Reduction need to be undertaken and completed. The Capital Reorganisation, the Capital Reduction and the issue and allotment of New Ordinary Shares pursuant to the Placing require certain approvals of the Shareholders in general meeting. The purpose of this document is to provide you with further details of, and the reasons for, the Proposals and to give notice of the AGM and EGM which have been convened for 10.45am and 11.00am respectively on 12 December 2005 .

Shareholders should be aware that the Capital Reduction will not, of itself, have any effect on the net assets of the Group.

Current Trading
As I highlighted in our preliminary announcement of 21 September 2005 , Micap has undergone significant changes over the last year. The return of our pharmaceutical licence from SkyePharma and the subsequent reorganisation of our senior management team have, however, given us the opportunity to refocus the Company.

There are now four distinct operating companies within the Group, each with its own revenue opportunities, but also with an integrated role in the overall offering to our customers.

Micap Flavours, which utilises the natural properties of yeast cells to provide a protective capsule for volatile chemicals, continues to make good progress in the field of agrochemicals. Trials are ongoing with a number of partners, and we are seeing early positive results from these studies. I hope to be in a position to bring further news on these trials soon.

The acquisition of Micap GmbH, our German subsidiary, has considerably expanded our range of partnership opportunities. We now have access to a variety of microencapsulation technologies, such as spray drying, spray chilling and hot melt processes, which enable us to offer our services to a much wider range of customers. A number of development contracts are underway at our facility in Bremerhaven , Germany , which should achieve commercialisation over the coming year.

Applied Analysis is an established business providing stability, formulation and analytical services to pharmaceutical and nutraceutical companies. As part of our aim to offer a wider range of services to our customers, we are promoting the skills of Applied Analysis as a formulation and stability expert to those partners for whom we have developed an encapsulation product.

Finally, we have also acquired a spray drying plant based in Athlone , Ireland , which is trading as Micap Encapsulates. The facility was originally purchased as a joint venture with Shane Delaney. As part of this transaction, Shane will exchange his equity investment in the joint venture for New Ordinary Shares, further details of which are given below. Micap has provisionally agreed a contract with a major flavour manufacturer to produce 100 tonnes of product per annum, and has a number of other potential opportunities to manufacture for other customers. One of the key benefits of the acquisition, however, is to produce those products generated by Micap Flavours and Micap GmbH for our customers.

We now have a number of direct revenue opportunities through our four subsidiaries. We are aiming to build our range of services whereby we will solve the technical challenges presented by our customers at Micap Flavours or Micap GmbH, provide full regulatory and stability data via Applied Analysis, and where applicable, manufacture the product through Micap Encapsulates.

Purchase of remaining shares in Micap Encapsulates

The original structure of Micap Encapsulates was as a joint venture owned equally between Micap and Shane Delaney . Shane was a director of Redbook Group Limited, from whom Micap purchased the plant. Shane has, conditionally on Admission occurring, agreed to exchange his equity investment in Micap Encapsulates for New Ordinary Shares in Micap, whereby Micap Encapsulates will become a wholly-owned subsidiary of Micap. It is intended that Shane’s original equity investment of £120,000 will, be converted into 3,428,571 New Ordinary Shares being 6.1 per cent. of the Enlarged Share Capital. On conclusion of the Proposals, it is intended that Shane will join the Board.

Reasons for the Placing

As a result of the cost reduction exercise and the revenues we now have within the Group, the cash needs of the business have reduced in recent months. The proceeds of the Placing will be used to provide working capital, allowing the Group to continue trading and conclude negotiations on a number of commercial agreements. The Directors believe this should generate adequate revenues to enable us to become cash generative in the medium term.

Details of the Placing

Under the terms of the Placing Agreement, Teather & Greenwood, as agent for the Company, has agreed to use its reasonable endeavours to place the Placing Shares with institutional and other investors at the Placing Price. The Placing, which is not underwritten, is conditional, amongst other things, on Admission taking place by 13 December 2005 , or such later time, not being later than 28 December 2005 , as Teather & Greenwood and the Company agree.

The Placing is intended to raise approximately £825,000 gross for the Company or £741,500 net of expenses. The proceeds will provide additional working capital for the Company.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that the Placing Shares will be admitted to trading on AIM on 13 December 2005 . The Placing Shares will rank pari passu in all respects with all existing New Ordinary Shares in the Company including the right to receive all dividends and other distributions thereafter declared made or paid.

The Placing is not a rights issue or an open offer and New Ordinary Shares will not be offered generally to Shareholders, whether on a pre-emptive basis or otherwise. The Directors believe that the considerable extra cost and delay involved in a rights issue or open offer would not be in the best interests of the Company in the present circumstances.

The Directors are of the opinion, having made due and careful enquiry, taking into account the estimated net proceeds of the Placing receivable by the Company, that the working capital available to the Company will, from the time of Admission, be sufficient for its present requirements, that is, for at least twelve months from the date of Admission.

Details of the Capital Reorganisation and Capital Reduction 

The nominal value of each Ordinary Share is 25p, which is higher than the proposed Placing Price of 3.5p per Placing Share. Under company law the Company is prohibited from issuing shares for consideration less than nominal value. In addition, the audited accounts of the Company for the year ended 31 March 2005 show an accumulated deficit of £7,744,933 on the profit and loss account. The Company is prohibited, therefore, from paying dividends until this deficit is eliminated.

In order to remedy these problems it is proposed to implement the Capital Reorganisation pursuant to which it is proposed that each Ordinary Share will be divided into one New Ordinary Share with a nominal value of 1p and one Deferred Share with a nominal value of 24p. The New Ordinary Shares created will have the same rights (including voting and dividend rights and rights on a return of capital) as the Ordinary Shares. The Deferred Shares created by the Capital Reorganisation will be non-voting, carry no right to participate in any future dividend, have a minimal entitlement to share in Micap’s capital and will not be listed or quoted on any recognised investment exchange. They will be effectively valueless. The necessary amendments to the articles of association of the Company to effect the Capital Reorganisation and Reduction are set out in full in the Resolutions.

Upon implementation of the Capital Reorganisation, new share certificates will, where relevant, be issued in respect of the New Ordinary Shares in issue and certificates for the Ordinary Shares will be cancelled. No share certificates will be issued in respect of the Deferred Shares. The Company then proposes to reduce its share capital from £10,333,626 to £3,415,571 by cancelling all of the Deferred Shares created by the Capital Reorganisation (having an aggregate nominal value of £6,918,055). This will result in a credit of £6,918,055, reducing the deficit on the profit and loss account of the Company. To be effective, the Capital Reduction must be approved by the Court and the Court Order and Minute showing the revised capital of the Company lodged with the Registrar of Companies.

It is intended to apply to Court, as soon as practicable after approval of the Resolutions. It is anticipated that the Court may require the Company to give undertakings for the protection of its creditors. The Company will offer such undertakings as the Court may require. Subject to the passing of the Resolutions and the necessary Court Order being obtained and lodged, it is expected that the Capital Reduction should become effective by the end of 31 March 2006 (although it is not possible to say with certainty when the approval of the Court will be obtained). Shareholders should be aware that the capital reduction will not, of itself, have any effect on the net assets of the Group or on the market value of the issued New Ordinary Shares.

Subject to Resolution 1 being passed, the Capital Reorganisation will be effected by reference to Shareholders and their holdings of Ordinary Shares on the Register as at the close of business on the date of the EGM.

Key points consequential on the Capital Reorganisation are:

• Dealings in Ordinary Shares will cease on 12 December 2005 and dealings in New Ordinary Shares will commence on 13 December 2005 ;
• Settlements effected on or after 13 December 2005 of bargains made before that date will be in New Ordinary Shares;
• For Shareholders holding their shares in certificated form, new share certificates will be despatched (at the risk of the addressee) in respect of New Ordinary Shares by no later than 28 December 2005;
• For Shareholders holding shares in uncertificated form, the relevant number of New Ordinary Shares will be credited to their existing stock accounts on 13 December 2005 , in place of their existing Ordinary Shares.  

Directors and Other Interests  

The interests of the Directors and proposed Director (all of which are, unless otherwise stated, beneficial) in the issued share capital of the Company as at the date of this document and immediately following admission, such interests being those which are required to be notified by each Director to the Company under the provisions of section 324 or 328 of the Act or which are required to be entered in the register of interests required to be maintained pursuant to section 325 of the Act or which are interests of persons connected with the Director within the meaning of section 346 of the act, the existence of which is known or which could, with reasonable diligence, be ascertained by a Director are, and will be as follows:

	At the date of this document		Following Admission
Director	Number of Ordinary Shares	Percentage of issued ordinary share capital	Number of Ordinary Shares	Percentage of issued ordinary share capital
I McManus	13,600	0.0%	13,600	0.0%
M Norris 1	65,000	0.2%	350,174	0.6%
N Crabb 2	3,691,404	12.8%	5,548,546	9.9%
S Delaney 3	-	-	4,142,856	7.4%

1 MJ Norris is subscribing £10,000 for 285,714 Ordinary Shares in the Placing.

2 N Crabb is subscribing £15,000 for 428,571 Ordinary Shares in the Placing, and a further £50,000 for 1,428,571 Ordinary Shares in the Placing through the Sigma Venture Fund

3 S Delaney is subscribing £25,000 for 714,285 Ordinary Shares in the Placing

Shareholder meetings

In order to issue the Placing Shares and certain New Ordinary Shares it is proposed that the Directors be given authority to allot shares in the capital of the Company and that statutory pre-emption rights are disapplied. Accordingly, there is set out at the end of this document a notice convening an AGM and EGM to be held at 10.45am and 11.00am respectively on 12 December 2005 at the offices of Sigma Technology Management Limited, 6th Floor, Bucklersbury House, Cannon St , London EC4N 8ST . At this meeting, the following resolutions will be proposed:

• to amend the articles of association of the Company in accordance with the Capital Re-organisation;

• to sub-divide each Ordinary Share into one New Ordinary Share and one Deferred Share;

• subject to the requisite confirmation from the High Court of Justice being obtained, to reduce the share capital of the Company by cancelling the Deferred Shares;

• to authorise the Directors to allot relevant securities (for the purposes of and pursuant to section 80 (1) of the Act) up to an aggregate nominal amount of £437,475.63; and

• to authorise the Directors to allot equity securities otherwise than on a pre-emptive basis in the circumstances as set out in the notice of the EGM.

Action to be taken

You will find enclosed with this document, forms of proxy for use at the AGM and EGM to be held at 10.45am and 11.00am respectively on 12 December 2005 at the offices of Sigma Technology Management Limited, 6th Floor, Bucklersbury House, Cannon St , London EC4N 8ST . The forms of proxy should be completed and returned so as to be received by the Company Secretary at the Company’s registered office not later than 48 hours before the appointed time of the meetings.

Completion and return of a form of proxy will not prevent a Shareholder from attending the meeting and voting in person if he/she wishes to do so.

Recommendation

Your Directors believe that the Resolutions are in the interests of the Company and its Shareholders as a whole and unanimously recommend that all Shareholders vote in favour of the Resolutions, as they have irrevocably undertaken to do so in respect of their own beneficial holdings, amounting in aggregate to 3,770,004 Ordinary Shares representing 13.1 per cent. of the existing issued ordinary share capital of the Company.

Yours faithfully

I D Mcmanus

Chairman

Micap plc  

(Incorporated in England and Wales with registered number 4000124)  

NOTICE IS HEREBY GIVEN that the annual general meeting of Micap plc (the Company") will be held at 10.45am on 12 December 2005 at the offices of Sigma Technology Management Limited, 6th Floor, Bucklersbury House, Cannon St, London EC4N 8ST , for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions.

ORDINARY RESOLUTIONS

• That the report and accounts of the Company for the period ended 31 March 2005 be received and approved.
•  
• That Michael Norris , who retires by rotation in accordance with the Company's articles of association, be re-elected as a director.
•  
• That Bowmans Chartered Accountants be re-appointed as auditors of the Company and that the directors be authorised to fix their remuneration.

REGISTERED OFFICE: BY ORDER OF THE BOARD

Pemberton Business Centre
Enterprise House
Richmond Hill
Pemberton
Wigan
WN5 8AA

Michael Norris
Company Secretary

DATED 17 November 2005

NOTES :

• Every member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company. Appointment of proxies does not preclude members from attending and voting at the meeting in person should they wish to do so.

• To be effective, the form of proxy (together with any power of attorney or other written authority under which it is signed or notarially certified copy of such power or written authority) must be lodged at the registered office of the Company not later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) not less than 24 hours before the time appointed for the taking of the poll at which it is to be used.

• Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the annual general meeting is 5.00pm on 10 December 2005 . If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.

• Any corporation which is a member of the Company may authorise a person (who need not be a member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf.
  

Micap plc  

(Incorporated in England and Wales with registered number 4000124)  

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Micap plc (the "Company") will be held at 11.00am on 12 December 2005 at the offices of Sigma Technology Management Ltd, 6th Floor, Bucklersbury House, Cannon St, London EC4N 8ST , for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions.

SPECIAL RESOLUTIONS

RESOLUTION 1

 THAT :  

1.1 the articles of association of the Company be amended by the insertion of a new definition as follows:

““Deferred Share”

a deferred share of 24p in the capital of the Company having the rights, and being subject to the restrictions contained in Article 7.5;”,

and the deletion of the wording of article 7.2(i) and the insertion in substitution thereof of the words:

“(i) first, in paying to the holder of the Convertible Shares and the Deferred Shares 0.000001 pence per share; and”

and the renumbering of article 7.5 headed “General” as new article 7.6 and the insertion of a new article 7.5 as follows:

“7.5 Deferred Shares

The rights attached to and imposed on the Deferred Shares are as follows:-

(i) the holders of the Deferred Shares shall have no entitlement to any participation in the profits or assets of the Company except as detailed in article 7.2(i); and

(ii) the holders of Deferred Shares shall have no right to receive notice of or to attend or vote at any general meeting of the Company.

The Deferred Shares carry no rights other than those detailed in article 7.2(i) and this article 7.5."; and

1.2 each issued and unissued ordinary share of 25p in the capital of the Company be and is hereby sub-divided with effect from the passing of this resolution into one ordinary share of 1p and one deferred share of 24p, such shares conferring upon the holders thereof the rights, and being subject to the restrictions, contained in the articles of association of the Company as amended pursuant to paragraph 1.1 above.

RESOLUTION 2

THAT , subject to the confirmation of the High Court of Justice, the capital of the Company be reduced by cancelling all of the deferred shares of 24p each whether issued or unissued in the capital of the Company.

RESOLUTION 3

Subject to the passing of resolution 1, THAT:

3.1 conditional on the Placing Agreement (as defined in the circular of the Company dated 17 November 2005 (the “Circular”)) becoming unconditional (save in respect of any condition relating to the resolutions to be passed at this meeting and admission of the Placing Shares (as defined in the Circular) becoming effective) in substitution for any and all authorities previously conferred on the directors of the Company for the purposes of and pursuant to section 80 (1) of the Companies Act 1985 (the “Act”), the directors of the Company be and they are hereby authorised generally and unconditionally to exercise all powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) up to an aggregate nominal amount of £437,475.63 to such persons at such times and upon such terms and conditions as they may determine (subject always to the articles of association of the Company) provided this authority and power shall, unless renewed, varied or revoked, expire at the conclusion of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution (whichever is the earlier) and provided further that the Company may before the expiry of such period make any offer, agreement or arrangement which would or might require relevant securities to be allotted after the expiry of such period and the directors of the Company may then allot relevant securities pursuant to any such offer, agreement or arrangement as if the authority or power hereby conferred had not expired;

3.2 conditional on the Placing Agreement becoming unconditional in all respects (save in respect of any condition in it relating to the resolutions to be passed at this meeting and Admission becoming effective) for the purposes of and pursuant to section 95(1) of the Act, the directors of the Company be and they are hereby authorised and empowered to allot equity securities (within the meaning of section 94 of the Act) pursuant to the general authority and power conferred by the paragraph 3.2 as if section 89(1) of the Act did not apply to any such allotment provided that this authority and power shall, unless renewed, varied or revoked, expire at the conclusion of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution (whichever is the earlier) and provided further that this authority and power shall be limited to:

(a) the allotment of equity securities pursuant to a rights issue or similar offer to ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate or as nearly as practical (and taking into account any prohibitions against or difficulties concerning the making of an offer or allotment to shareholders whose registered address or place of residence is overseas and subject to such exclusions as the directors of the Company may deem necessary or expedient to deal with fractional entitlement or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory) to the respective numbers of ordinary shares held by them;

(b) the allotment of equity securities up to an aggregate nominal amount of £235,714 in connection with the Placing (as defined in the Circular);

(c) the allotment of equity securities up to an aggregate nominal amount of £34,286 in connection with the arrangement with Shane Delaney (as detailed in the Circular); and

(d) the allotment (otherwise than pursuant to paragraph (a) above) for cash of equity securities up to an aggregate nominal amount of £83,738 representing 15% of the current issued share capital of the Company.

REGISTERED OFFICE: BY ORDER OF THE BOARD

Pemberton Business Centre
Enterprise House
Richmond Hill
Pemberton
Wigan
WN5 8AA

Michael Norris
Company Secretary

DATED 18 November 2005

NOTES :

• Every member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company. Appointment of proxies does not preclude members from attending and voting at the meeting in person should they wish to do so.

• To be effective, the form of proxy (together with any power of attorney or other written authority under which it is signed or notarially certified copy of such power or written authority) must be lodged at the registered office of the Company not later than 48 hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) not less than 24 hours before the time appointed for the taking of the poll at which it is to be used.

• Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the annual general meeting or extraordinary general meeting is 5.00pm on 10 December 2005 . If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.

• Any corporation which is a member of the Company may authorise a person (who need not be a member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf.