Options Granted/Notice of EGM

Transense Technologies PLC 23 January 2001 Date: 23 January 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN PROPOSED VARIATION OF OPTIONS GRANTED TO DIRECTORS AND EMPLOYEES OF TRANSENSE AND NOTICE OF EXTRAORDINARY GENERAL MEETING CONDITIONAL SECONDARY PLACING ('THE PLACING') OF UP TO 464,800 ORDINARY SHARES IN TRANSENSE The Board of Transense announces today the posting of a circular to Transense shareholders in connection with the proposed variation of certain options over ordinary shares in the capital of the Company, which have been granted to Directors and employees of the Company. It is proposed that these options (the 'Options'), representing approximately 3.4 per cent, of the Company's enlarged issued share capital, which are not normally exercisable until the third anniversary of their respective dates of grant, will, subject to approval from Transense shareholders at an extraordinary general meeting ('EGM') to be convened on 9 February 2001, be varied so as to permit their early exercise on the date of the EGM. All of the holders of Options (the 'Optionholders') will continue to hold other options over the Company's shares that are not subject to the proposed variation. Optionholders who are also Directors have agreed that, following the exercise of their Options, the period during which they may not dispose of the shares issued upon such exercise will be extended by up to one year to 26 November 2003, save that they may sell sufficient number of shares under the placing referred to below to enable them to raise the necessary funds (net of expenses) to exercise the Options and to meet their tax liabilities in respect of such exercise. In the case of the other Optionholders, all of the shares to be issued to them pursuant to the early exercise of their options will be sold under the placing referred to below. In respect of their remaining options granted by the company, the other Optionholders have agreed not to dispose of any ordinary shares acquired following the exercise of such options prior to 26 November 2003 for all other options granted under the Company's Unapproved Share Option Scheme. Subject to the proposed variation to the Options described above being approved by Transense shareholders, the Optionholders, John Francis George (a former director of Transense) and Sensor Technology Limited, a company jointly owned by Anthony Lonsdale (a director of Transense) and his brother Brian Lonsdale ('the selling shareholders') have agreed to sell aggregate 464,800 ordinary shares in the Company (the 'Placing Shares') representing 3.8 per cent of the Company's enlarged issued ordinary share capital at 2275p per placing Share. It has been agreed that HSBC Investment Bank plc ('HSBC') will endeavour to procure placees for the Placing Shares on behalf of the Optionholders and the selling shareholders and that HSBC will act as their agent for these purposes. The Placing is being conducted by way of a limited marketing exercise to institutional investors. The Placing is not being underwritten by HSBC and will not proceed unless all the Placing Shares are placed with investors, the resolution to approve the proposed variation to the options is passed and the shares issued upon exercise of the Options have been admitted to trading on the Alternative Investment Market of London Stock Exchange plc. Placing commission payable in respect of the Placing Shares will be borne by the Optionholders and the selling shareholders. The benefits which will accrue to the Company if the proposal in relation to the Options and the Placing are implemented include the following: the Directors believe the out-performance of the Transense shares to market benchmarks since flotation has created significant demand for the Company's shares and the Placing should provide further liquidity in the Company's shares; and the Company will benefit from the early receipt of the exercise price for the Options amounting to approximately o684,000. For further information, please contact: Jim Perry, Chief Executive Transense Technologies plc 01869 238 030 John Mellett Graeme Bayley HSBC Investment Bank plc 020 7336 9000 John Coyle Clerkenwell Communications 020 7713 0900 0370 687 370 07699 727 796 (pager) This announcement, for which the directors of Transense Technologies plc are solely responsible, has been approved solely for the purposes of section 57 of the Financial Services Act 1986 by HSBC Investment Bank plc, which is regulated in the United Kingdom by The Securities and Futures Authority Limited. HSBC Investment Bank plc is acting solely for Transense Technologies and no-one else in connection with the proposed placing of ordinary shares in Transense Technologies plc, and will not be responsible to anyone other than Transense for providing the protections afforded to its customers nor for providing advice in relation to the proposed placing or any sale or purchase of shares in Transense Technologies plc. This announcement does not constitute an offer to sell or to subscribe for, or the solicitation of an offer to buy or to subscribe for, ordinary shares in Transense Technologies plc and is not for distribution in or into the United States of America, Canada, The Republic of Ireland, The Republic of South Africa, Australia or Japan, or their respective territories or possessions. The value of an investment may go down as well as up. Advice should be sought from an independent financial advisor as to the suitability for the individual or entity concerned. This announcement is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration under the U.S. Securities Act of 1933 or an exemption from registration.
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