CVE Culver Hldgs

RNS Number:3195O
Culver Holdings PLC
30 June 2005


                              Culver Holdings plc

 Proposals for reorganisation of share capital, adoption of an executive share
                 scheme and the issue of warrants to directors


Introduction

In the Chairman's statement accompanying the preliminary announcement of results
for the year ended 31 December 2004, the Chairman referred to the proposed
re-organisation of the Company's share capital to create a class of ordinary
share which would have a share price above par (thus enabling shares to be
issued) and the intention to adopt a share option scheme. Since then, the
Directors (other than Richard Read and John Biles) have agreed that John Biles
and Richard Read, who have waived all their remuneration apart from benefits in
kind since the end of 2002, should be issued with warrants to subscribe new
ordinary shares, subject to approval by shareholders.

Publication of Report and Accounts, Notice of AGM and EGM

The Company's report and accounts, published today, includes full details of the
re-organisation of the share capital and a summary of the proposed share option
scheme. The notice of Annual General Meeting includes resolutions necessary to
approve and implement these proposals. In addition, notice of an Extraordinary
General Meeting of the Company to be held on the same day, 29 July 2005, is
being published today at which the proposed issue of warrants described below
will be considered.

Share capital reorganisation

The details of the proposed re-organisation of the Company's share capital are
that each existing ordinary share of 25p will be subdivided into 50 shares of
0.5p each, with 49 of such shares being re-designated as deferred shares. Every
50 shares of 0.5p and every 50 deferred shares of 0.5p will then be consolidated
into, respectively, a new ordinary share of 25p or a deferred share of 25p as
appropriate, so a shareholder would, following implementation of the
re-organisation, hold one new ordinary share of 25p and 49 deferred shares of
25p each for every 50 existing ordinary shares of 25p each held. The deferred
shares will have effectively no economic value, so, subject to market
fluctuations and fractions, there should be no change in the overall economic
value of a shareholders' holding.

As appropriate, new certificates in respect of new ordinary shares of 25p each
will be despatched on 1 August 2005 or, on the same day, new ordinary shares of
25p each will be credited to the appropriate CREST stock account. Application
will be made for the new ordinary shares of 25p each to be admitted to the
Official List and for such shares to be admitted to trading on the London Stock
Exchange and it is expected that such listing will become effective and such
dealings commence on 1 August 2005. It is not intended that certificates will be
issued, or admission to the Official List or any other trading facility sought,
in respect of the deferred shares. Existing share certificates will cease to
have any value after 29 July 2005.

Share Option Scheme

The existing share option schemes of the Company will expire shortly (having
been adopted in 1997). It is therefore proposed that a new share option scheme
be approved by shareholders and that the old scheme be terminated. There are
currently options over in aggregate 263,500 shares exercisable at 25p until 2006
extant under the old schemes held by 11 employees who have agreed to waive any
rights they have under their options for no consideration. The new scheme is
proposed to be essentially the same as the 1997 unapproved scheme with updated
limits and a new five year life. The limits on the grant of options under the
new scheme will not, however, include the cumulative effect of options granted
under the existing schemes and will make available 10 per cent. of the Company's
issued share capital (from time to time)

Issue of warrants to Richard Read and John Biles

In the year to 31 December 2002, Richard Read was entitled to an annual salary
of #30,000 and a service company which supplied the services of John Biles was
entitled to fees of #100,000 per annum. As a result of cash constraints within
the business, none of these amounts were paid. An amount of #35,803 has been
accrued in respect of Richard Read by the end of 2002 and #26,000 was paid to
John Biles in respect of that year. All other amounts from 2002, 2003, 2004 and
2005 to date have been waived and the agreement with the service company
terminated without payment of any compensation. The amount accrued in respect of
Richard Read will be paid in due course having regard to the Company's
circumstances.

During this period, they have both continued to perform their roles within the
Group and, indeed, John Biles has assumed responsibility for the Group's
finances since the resignation of Mr Asprou in early 2004.

Richard Read and John Biles have agreed that they will not seek any other
remuneration or other reward in respect of the period following the issue of
these warrants if approved by shareholders. It is intended that, in due course
and in keeping with the Company's circumstances, Richard Read's salary will once
again start being paid and that a new agreement for the services of John Biles
will be negotiated.

In recognition of these significant unremunerated contributions to the Group, it
is considered that some reward is due to Richard Read and John Biles and, in
order to continue to conserve the Group's cash for the development of the
business, it is being proposed that issuing a warrant to each of them is an
appropriate means of achieving this.

Accordingly, it is proposed to issue to Richard Read and John Biles,
respectively, warrants to subscribe 4,000 and 20,000 new ordinary shares
(conditional upon, completion of the re-organisation of the Company's share
capital) at an exercise price of 500p per share payable in cash on subscription.
This is equivalent to, prior to the re-organisation, an aggregate of 1,200,000
shares at an exercise price of 10p per share - substantially more than the
current market price of the shares. The warrants would be exercisable at any
time during the period of just over three years to the date which is one week
after the announcement of the Company's results for the six months to 30 June
2008.

As Richard Read and John Biles are directors of the Company and are therefore
related parties, the issue of the warrants is subject to the approval of
shareholders. Richard Read and John Biles will abstain from voting on the
resolution to approve the issue in respect of the ordinary shares held by them
and have undertaken to take all reasonable steps to ensure that their respective
associates will also abstain from voting.


30 June 2005




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