5 for 2 Rights Issue at 100p Per Share

Tarpan PLC 3 February 2000 TARPAN PLC 5 FOR 2 RIGHTS ISSUE OF UP TO 5,300,000 RIGHTS SHARES AT 100 PENCE PER SHARE Introduction The Company announces that it intends to raise up to £5.3 million (approximately £5.1 million net of expenses) by way of a Rights Issue of up to 5,300,000 Rights Shares at 100p per share in order to provide the Company with the necessary funds to make investments primarily in internet, media and technology related companies. A notice of an extraordinary general meeting is being sent to Shareholders today. Background to and reasons for the Rights Issue Since disposing of its trading assets and property investments in April 1999, the Company has been actively investigating acquisition and investment opportunities with a view to enhancing shareholder value. As a result, the Directors believe that there are growing and potentially lucrative opportunities for the provision of financing primarily for internet, media and technology related companies which have successfully emerged from the start-up process and for which a flotation, sale or other realisation of an investment can be facilitated by the injection of such financing. There are currently a number of investment opportunities which the Directors are investigating. The Directors intend to establish the Company as an investment company specialising primarily in intermediate financing with a view to building up a portfolio of investments primarily in internet, media and technology related companies. Opportunities for investment are expected to arise from a number of sources, including from the Company's stockbroker, Peel Hunt, which has established itself in the internet and technology flotation market. It is intended that investments will be realised, in whole or in part, at the appropriate time, which may be at or around the time of flotation or sale of such companies. In order to give the Company greater flexibility in operating as such an investment company, the Directors cancelled the listing of the Company's ordinary shares on the Official List and the existing Ordinary Shares are now trading on AIM. The purpose of the Rights Issue is to provide the Company with the necessary funds to make investments and to pay the costs associated with research into and due diligence (if required) in respect of potential investee companies. The Directors intend to invest in a number of companies but do not intend to invest in any one company more than 15 per cent. of the Company's gross assets at the time an investment is made. Board changes It is proposed that, immediately following the Extraordinary General Meeting and subject to the Resolutions being passed, Ben Harrison will join the Board as an executive director, assuming responsibility for investigating and researching potential investments on a full time basis. In addition, the Hon. Kim Fraser will become a non-executive director. Richard Blackburn and Michael Beardmore will resign from the Board. Details of the Proposed Directors are as follows: Ben Harrison, aged 31, is the former managing director of public relations consultancy Project X Limited which he founded in 1996. Prior to this (1992- 1996) he was an account executive with Laister Dickson Limited, an entertainment public relations agency. The Hon. Kim Fraser, aged 53, has spent the last 27 years in the investment industry, having begun his career with Jardine Fleming before joining London stockbroker Strauss Turnbull (now Societe Generale) in 1974. He left Societe Generale in 1995 and is now a self-employed consultant, advising and managing clients' investment portfolios. He is a director of Edinburgh World Wide Investment Trust plc and sits on the investment committee of the GEMS Oriental and General Fund. Change of name The Directors believe that it is appropriate for the Company to have a new name. Accordingly, it is proposed to change the name of Tarpan plc to I2S plc. The issue of new share certificates in respect of the Rights Shares will reflect the change of name. Existing share certificates with the current name will continue to be valid. Share option scheme and arrangements with Neville Buch The Board believes that it is appropriate to introduce a new share option scheme to incentivise all the Directors to source and evaluate investment opportunities for the Company. Neville Buch has agreed that he will refer to the Company any investment opportunities which come to him and which meet the Company's investment criteria (other than in respect of investments which are relevant or complementary to the business of Tarsus Group plc, of which he is Chairman). He will only take up such opportunities himself if the Company chooses not to make an investment. Accordingly, the Company proposes to grant an option to him over 1.5 million shares. The terms, conditions and performance criteria relating to this option are the same as those for the other Directors. Details of the Rights Issue The Directors propose that Qualifying Shareholders should be offered Rights Shares on the basis of: 5 Rights Shares for every 2 Ordinary Shares held on the Record Date and so, in proportion, for any greater number of Ordinary Shares then held. The Rights Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid rank pari passu in all respects with the existing Ordinary Shares including the right to receive all dividends and other distributions hereafter declared, made or paid on the Ordinary Shares. It is expected that Provisional Allotment Letters in respect of the Rights Shares will be despatched on 28 February 2000 by first class post and that, subject to Admission, dealings in the Rights Shares (nil paid) will commence on 29 February 2000. Peel Hunt has agreed, subject to the terms and conditions for the Rights Issue Agreement, to use its reasonable endeavours to place any Rights Shares not taken up pursuant to the Rights Issue with institutional and other investors. However, since the Rights Issue is not underwritten, there is no guarantee that the Company will issue all of the Rights Shares and receive the Rights Issue proceeds in full. The Rights Issue is conditional, inter alia, on the passing of the Resolutions at the forthcoming Extraordinary General Meeting and on the Admission of the Rights Shares (nil paid) becoming effective by 8.30 a.m. on 29 February 2000 or such later time and/or dates as the Company and Peel Hunt may agree. Directors' intentions Irrevocable undertakings have been received from all of the Directors and Proposed Directors who are Shareholders to take up or procure the take up of certain of their entitlements under the Rights Issue representing in aggregate 1,877,025 Rights Shares, equivalent to approximately 35.4 per cent. of the Rights Shares. The Directors and Proposed Directors (other than the Retiring Directors) have each undertaken not to dispose of any of their shareholdings in the Company for one year following Admission without the prior written consent of Peel Hunt (such consent not to be unreasonably withheld or delayed). In addition, the Retiring Directors have each undertaken not to dispose of any of their shareholdings in the Company for six months following Admission nor to dispose of more than 50 per cent. of their shareholdings in the Company for a further six months, without the prior written consent of Peel Hunt (such consent not to be unreasonably withheld or delayed). Extraordinary General Meeting An Extraordinary General Meeting of the Company is proposed to be held on 28 February 2000 at which resolutions will be proposed for the following: - to increase the authorised share capital of the Company, to authorise the Directors to allot the Rights Shares and to disapply statutory pre- emption rights in order to give effect to the Rights Issue; - to change the name of the Company to I2S plc; - to amend the Memorandum of Association of the Company in order to permit the Company to carry on the business of investing primarily in internet, media and technology related companies; - to adopt new Articles of Association; and - to adopt a new share option scheme. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2000 Record Date for the Rights Issue Close of business, 18 February Latest time and date for receipt of 10.00 a.m., 26 Forms of Proxy February Extraordinary General Meeting 10.00 a.m., 28 February Provisional Allotment Letters posted 28 February Dealings in Rights Shares commence, nil 29 February paid Latest time and date for splitting 3.00 p.m., 20 March Latest time and date for acceptance and 3.00 p.m., 22 March payment in full and for registration of renunciation Definitive share certificates in 29 March respect of Rights Shares despatched by Enquiries: Ben Harrison, Tarpan plc, 0802 430926 Gillian Pattison, Media Relations, 0181 315 4800

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