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Hexagon Human Capital plc, Possible Offer

Hexagon Human Capital plc, Possible Offer and Notice of General Meeting

The Board of Hexagon has announced that it has received an indicative conditional proposal from a third party interested in making an offer for the Company. Discussions with the third party are at a very preliminary stage and there can be no guarantee that any offer will be forthcoming. A further announcement will be made as appropriate.

The Company also announces that it will shortly be posting a Circular to Shareholders setting out a Resolution to be passed at a General Meeting. The Circular sets out the details of a Proposal by the Company to enter in to an agreement with Barclays Bank to reduce the level of its senior debt by 1,500,000 in return for the issue of the Convertible Loan Notes to the same value. A condition of the Revised Banking Facilities proposed by Barclays is that Hexagon uses the Company's existing authorities and allots new shares for cash on a non pre-emptive basis to raise a minimum of 300,000 (net of expenses) for the Company within 60 days of the issue of the Convertible Loan Notes.

Despite the current challenging broader economic environment the Board remains confident of the short term trading outlook for the Company. The net proceeds of the Revised Banking Facilities and the Placing will be used, inter alia, towards improving the Group's working capital position. In the event that Hexagon's trading deteriorates markedly from the levels currently being experienced, the Proposal will provide the Group with significant flexibility against its current banking covenants.

Approval for the Resolution is being sought from Shareholders as, in light of the receipt of the indicative conditional proposal, in accordance with Rule 21 of The Takeover Code, the Company requires the approval of Shareholders in a general meeting before entering into the terms of the Revised Banking Agreement.


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