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Kingsbridge Hldgs (PNC)

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Tuesday 03 September, 2002

Kingsbridge Hldgs

Further re Acquisition

Kingsbridge Holdings PLC
03 September 2002

KINGSBRIDGE HOLDINGS PLC


Benson McGarvey - Variation of Earn-Out


Kingsbridge Holdings Plc, ('Kingsbridge') a provider of financial services and
advice, to sports and entertainment clients and high net worth individuals,
announces that it has entered into a variation agreement with the vendors of
Benson McGarvey Limited ('Benson McGarvey'), relating to the payment of the
deferred consideration.



The deferred consideration of up to a maximum of £3 million payable on the
achievement by Benson McGarvey of profit targets in respect of the period ending
30 August 2002, was due to be satisfied by the issue and allotment of ordinary
shares to the vendors at an issue price calculated by reference to the average
mid-market price of a Kingsbridge share in the preceding 30 days.  Under the
variation agreement, the deferred consideration will now be satisfied by the
issue of fixed rate unsecured convertible loan notes with a principal amount
equivalent to the amount of the deferred consideration.



The loan notes will carry a coupon of 4 per cent. and will be convertible into
Kingsbridge ordinary shares at an issue price calculated by reference to the
average mid-market price of a Kingsbridge share in the preceding 30 days prior
to  the receipt by Kingsbridge of the notice of  conversion.  Each loan note
holder may elect to convert all of the loan notes held by him into ordinary
shares in Kingsbridge on the dates which are 28 Business Days after the
announcement of:



(i)         the preliminary results of Kingsbridge for the year ending 30 August
            2003; or



(ii)        the interim results of Kingsbridge for the year ending 30 August
            2004;



All outstanding loan notes will be automatically convertible into ordinary
shares in Kingsbridge on the date which is 5 Business Days after the preliminary
announcement of results for the year ending 30 August 2004 at an issue price
calculated by reference to the average mid-market price of a Kingsbridge share
in the preceding 30 days prior to such announcement.



However, on every conversion date, Kingsbridge retains an overriding right to
redeem all loan notes in relation to which conversion rights have been exercised
at par in cash or alternatively, Kingsbridge may in proportions determined by
Kingdsbridge convert part only of any loan notes into ordinary shares in
Kingsbridge and redeem any outstanding balance of such loan notes in cash at
par.



In addition, all outstanding loan notes are redeemable in cash at par upon any
offer being made for the issued share capital for Kingsbridge which becomes
wholly unconditional.



Peter McGarvey, a director of Kingsbridge, is also a vendor of Benson McGarvey
and will have a beneficial interest in the loan notes to be issued to him. As
such the variation agreement is regarded as a related party transaction for the
purposes of the AIM Rules.  In the opinion of the directors (with the exception
of Peter McGarvey), having consulted with Teather & Greenwood Limited, the
Company's Nominated Adviser, the variation agreement is fair and reasonable
insofar as Shareholders are concerned.  The Board believes that the variation
agreement is in the best interests of the Company and its shareholders since
given the current share price levels, the impact of the share issue in
satisfaction of the deferred consideration would be very dilutive to existing
shareholders.



The Board also announces that subsequent to the trading statement announced on 5
July 2002 it is undertaking a review of its non-sports division as a result of
the continuing uncertainty in equity markets and the current level of activity
generated by the Group's non-sports related client base.  In line with the
earlier statement the sports division continues to trade satisfactorily given
the particular characteristics of its client base and has been largely
unaffected by recent events, such as the collapse of ITV Digital.





                                                              3rd September 2002


ENQUIRIES:

Teather & Greenwood                                          Tel:  020 7426 9064
Mark Taylor

College Hill                                                 Tel:  020 7457 2020
Michael Padley
Simon Astley





                      This information is provided by RNS
            The company news service from the London Stock Exchange