Information  X 
Enter a valid email address

Wiggins Group Plc (230)

  Print      Mail a friend

Wednesday 10 December, 2003

Wiggins Group Plc

Issue of Equity/Issue of Debt

Wiggins Group Plc
10 December 2003


The following replaces the Placing & Open Offer announcement released 10
December 2003 at 07.01 am under RNS number 0728T

Please be advised that the paragraph headed The Liverpool Property in the
Background to Wiggins Group section of the announcement should have read as
follows:

(iii)  The Liverpool Property

The site is leasehold with an unexpired term of 84 years and comprises
approximately 86 acres that was formerly the site of the International Garden
Festival in Liverpool. The site is a prime development site on the banks of the
Mersey. Liverpool council has produced a 'Brief for Development' for the site,
to redevelop it from leisure use to include residential use, with ancillary
uses, including retail. It is expected that a revised planning application would
be submitted early next year. In order to develop the site for residential use,
it will be necessary to vary the terms of the existing lease which at present
refers to use for leisure purposes. The landlord is the local council that
produced the Brief for Development mentioned above.

All other details remain unchanged, and the full amended text appears below





Press Release

Wiggins Group plc


Introduction

On 5 December 2002, the Board announced within the Company's unaudited interim
results for the six months ended 30 September 2002, that the Directors were
progressing the additional steps needed to achieve their financial objectives.
The Company now has the prospect of obtaining long-term funding to enable the
Company to repay the Mezzanine Debt, which was due for redemption on 14 March
2003, to strengthen the Company's balance sheet and to provide funding for the
Company's working capital requirements.

On 17 July 2003, the Board requested a suspension of trading in the Company's
Ordinary Shares on the Official List pending the outcome of discussions which
may have led to a reverse takeover. These discussions have ceased, as a result
of the announcement made today.

The Board has also announced today that the Company proposes to raise a total of
£46.35 million, net of expenses, by way of a Placing and Open Offer of Offer
Shares and a Placing of Loan Stock. Neither the Placing nor Open Offer are
underwritten. Qualifying Shareholders are invited to apply for Offer Shares on
the basis of one Offer Share for every six existing Ordinary Shares held at the
Record Date. 1,073,750,000 Offer Shares have been conditionally placed with
institutional and other investors to raise £42.95 million, of which 172,106,750
Offer Shares are subject to recall to satisfy valid applications under the Open
Offer. A further £6,550,000 is being raised via a firm placing of the Loan Stock
with institutional and other investors. In addition, Shareholders on the
register of members immediately after the Admission of Offer Shares and Loan
Stock will be issued with Warrants on the basis of one Warrant for every five
existing Ordinary Shares then held.

Implementation of the Placing and Open Offer will transform the Company's
current position and prospects by achieving:

•   the immediate repayment of the Mezzanine Debt of approximately £16.1
    million and the reduction of other indebtedness by £17.65 million;

•   the provision of £12.55 million additional working capital for the
    Group; and

•   the restructuring of the Company's balance sheet.


The suspension of trading in the Company's Ordinary Shares on the Official List
was lifted today following the announcement of the results for the year ended 31
March 2003. The Company's annual report and accounts for the year ended 31 March
2003 and the notice of the Annual General Meeting of the Company have been
posted with this document.

Shareholders should be in no doubt as to the importance of the Placing and Open
Offer to the future of the Group. The Directors believe that the Placing and
Open Offer provide the only viable option to restore the Company to a secure
financial position, and the Directors therefore strongly urge Shareholders to
vote in favour of the Resolutions at the EGM. If the Placing and Open Offer are
not approved at the EGM, your Directors will have no alternative but to apply
immediately for administration or to commence an insolvent liquidation of the
Company. Existing secured creditors of the Group would then be expected to
appoint receivers in respect of those properties that are subject to their
security.

Background to the Wiggins Group

The Company was incorporated in 1945 as a traditional housebuilder and listed in
London in 1964. Today, Wiggins Group is primarily interested in airport
operations, in national and international locations, but with considerable
interest in property developments as well as being involved in the operation and
management of leisure facilities at Fairlop Waters.

As a result of the shift in focus of the Group, the Company applied to FTSE
International to reclassify its shares from the 'Building and Construction
Materials' sector to the 'Transport' sector (sub-sector Airlines and Airports),
which took place on 22 September 2003. The Board has also resolved, subject to
shareholder approval at the Annual General Meeting, to change the name of the
Company to 'PlaneStation Group plc' to reflect this change.

The Company's preference in developing its network of airports has been to
acquire the entire interest at an airport. Nonetheless where opportunities
present themselves the Company could either take a minority shareholding or an
operating concession, such as that at Melbourne Airport, Florida.

The Directors believe property development at the airports within the
PlaneStation network to be strategically important. Accordingly the Group
focuses on airports which either have landside areas available as development
land or alternatively adjacent land which may be acquired for development. The
Group also focuses on sites where development funding is expected to be
available from outside sources, in particular grants from Government, the
European Union or other public sector bodies.

In August 1999, the Company completed its acquisition of London Manston Airport,
since which time it has expanded its portfolio of interests in airports
considerably to include airport services. These airport operations are to be
included within the PlaneStation brand.

In 2001, the Group acquired the two strategically placed airports in Germany at
Schwerin-Parchim (now Baltic Airport Schwerin-Parchim) and at Lahr, in the Black
Forest. It has also secured interests in the smaller regional airports of
Odense, Denmark in April 2000, and Cuneo in Northern Italy in February 2001.
LineAE airport in Pilsen, Czech Republic was acquired in August 2000.

Most recently the Group has entered into an agreement to develop international
air traffic at Melbourne airport in Florida.

To finance the initial projected cash outflows from airport operations and
acquisitions the Company increased its net borrowings primarily through
borrowing from the Mezzanine Lenders.

The Company had anticipated repaying these borrowings from the completion of
sales at Fairfield Park which were expected after planning consent had been
obtained. However, planning took longer than expected, partly due to complex
negotiations on the S106 Agreement. The effect of not being able to dispose of
Fairfield Park in the expected timeframe was effectively to prevent the Company
from repaying the Mezzanine Debt and borrowing from less expensive sources of
finance.

Anticipated growth in traffic at the Company's operational airports was affected
by the repercussions of the events of 11 September 2001 which were keenly felt
in the aviation industry. Re-assessments of forecast growth and cash demands led
the Company to reschedule the Mezzanine Debt and to try to dispose of
non-airport related properties.

The decision to dispose of non-airport related properties was announced in the
annual report for the year ended 31 March 2002. Some sales have been achieved,
notably the sale of the Company's interest in Fairfield Park and Cadbury House.
However, it has not been possible to realise by sale the other non-airport
related properties. This is due to a number of factors, including increased
reluctance on the part of prospective developers to acquire land speculatively,
without the benefit of planning permission.

The Company has already expressed its surprise (Annual Report 2002) at the
Secretary of State's decision to reject its proposals in respect of the
development of Fairlop Waters. It is currently preparing a planning application
for a redesigned scheme at Fairlop Waters. Progress in respect of the
redevelopment of the Liverpool Festival Gardens site has been slower than
expected partly as a result of the need to submit a further revised planning
application. The delay in these two projects also had an adverse effect on the
Group's cashflow and prevented their disposal or funding. In consequence the
repayment of the Mezzanine Debt has had to be deferred.

The approach taken also assumed that in 2003 the Company would see an improved
cash-flow from the airports. The adverse market conditions within the aviation
industry have caused a slower rate of growth in the airport sector, and the
delay in obtaining a passenger licence for Lahr airport means that the
improvement in cashflow has not as yet occurred. Nevertheless the Directors
believe that there are encouraging signs that within the next 12 month trading
period Manston airport will begin to breakeven.

The Directors also took the view that due to the uncertainty in extending the
existing runway the Group should withdraw from Smyrna in the United States,
which was announced in February 2003. This helped to reduce the Group's cost
burden.

On 14 May 2003, at the same time as the Company announced refinancing proposals,
it was also announced that 49,173,359 shares were placed with LNC Investments
Limited at a price of 3p per share to raise approximately £1.48 million (net of
expenses). Part of the proceeds of this placing was used to pay the interest,
charges and expenses of the Mezzanine Debt for the period to 31 July 2003.

It was also announced that the Company was in negotiation with LNC Investments
Limited to provide long term funding to the Company in the form of secured
convertible loan stock combined with the acquisition of LNC Property Group
Limited, the owner of a portfolio of investment properties. Today the Company
announces alternative refinancing proposals that will substantially reduce the
Company's debt. Negotiations with LNC Investments Limited have now ceased.

The Business of the Group - Property Development

The Group owns the following properties which are held in the course of its
property development business.

(i)    The Burford Property

The property is freehold, comprises approximately 265 acres, and is in Broadwell
Grove, West Oxfordshire. The Company considers that the site is suitable for
residential and ancillary development. Wiggins has recently tendered to the
Defence Housing Executive in response to a requirement for a provision of up to
900 housing units which could be satisfied at the Burford property to
accommodate RAF servicemen stationed at RAF Brize Norton. Were planning
permission for residential housing to be obtained in respect of the site, an
arrangement under which the previous owners are entitled to a payment of forty
per cent. of the increased value of the land resulting from the planning
permission would need to be settled. Should this present proposal not proceed,
it is likely that any grant of planning permission for this site would take
several years.

(ii)   The Fairlop Waters Property

This property is leasehold and comprises approximately 345 acres at Fairlop
Waters, Forest Road, Barkingside, Essex, which is presently operated as a
leisure facility.

A planning application was made for change of use of the site to develop a
racecourse, grandstand and ancillary buildings. Following a positive
recommendation at the planning enquiry, the application was rejected by the
Secretary of State who objected to the scale of the grandstand. A detailed
application for a redesigned scheme is being prepared and will be submitted in
early 2004.

(iii)  The Liverpool Property

The site is leasehold with an unexpired term of 84 years and comprises
approximately 86 acres that was formerly the site of the International Garden
Festival in Liverpool. The site is a prime development site on the banks of the
Mersey. Liverpool council has produced a 'Brief for Development' for the site,
to redevelop it from leisure use to include residential use, with ancillary
uses, including retail. It is expected that a revised planning application would
be submitted early next year. In order to develop the site for residential use,
it will be necessary to vary the terms of the existing lease which at present
refers to use for leisure purposes. The landlord is the local council that
produced the Brief for Development mentioned above.

(iv)   Manston Park

This site is adjacent to London Manston Airport, and will be marketed and
developed in conjunction with the airport. The site is freehold, comprises
approximately 70 acres and has outline planning permission for B1, B2 and B8
uses (i.e. offices, light industrial and warehouses and ancillary uses including
retail).

(v)    Lincoln

This site is freehold, comprises approximately 15 acres and is the remnant of
the development at St John's Park, and constitutes the central building and
surrounding development land. The land is zoned for residential and other uses,
although planning permission will be needed for these uses. The Company intends
to dispose of this site and is currently negotiating with prospective
purchasers.

(vi)   Redworth

This site is freehold and comprises approximately 125 acres retained by the
Company on the sale of Redworth Hall Hotel in October 1997. The site has
agricultural use but no formal designation in the local plan. The Company
currently intends to dispose of this site.

(vii)  Hellaby

This site is freehold and comprises 3 acres retained by the Company on the sale
of Hellaby Hall Hotel in October 1997. It is zoned for B1 use. The Company
currently intends to dispose of this site.

The PlaneStation Network

PlaneStation is a new and innovative concept in airports. It is intended to be a
global network of regional airports. The Directors believe it has enormous
potential and will offer unique benefits to cargo carriers, low cost airlines,
business passengers and tourists, by relieving congestion and opening up more
cost effective airline routes. The Group's current airport interests are:

(i)    London Manston Airport, Kent

London Manston Airport predominantly services cargo traffic but also holds a
passenger licence and has existing facilities for passenger transportation. It
comprises approximately 700 acres of freehold land and has a 2,752 metre runway
that is capable of supporting intercontinental passenger flights. Other features
include air traffic control facilities and fire services. A new apron and linked
taxiways were completed last year increasing annual freight apron capacity from
36,000 tonnes to approximately 200,000 tonnes. Cargo tonnage handled for the 12
month periods to 31 March 2001 was 32,220 tonnes; to 31 March 2002 was 36,400
tonnes; and to 31 March 2003 was 33,899 tonnes. In the 6 month period to 30
September 2003, the cargo handled was 22,095 tonnes, an increase of over 37%
above the tonnage handled in the 6 month period to 30 September 2002.

(ii)   Black Forest Airport, Lahr, Germany

Black Forest Airport, Lahr predominantly services occasional cargo traffic and
it has applied for a general licence that would permit scheduled passenger
traffic. The airport consists of 515 acres of licenced airport land occupied by
the Group under a licence for an indefinite term that is to be succeeded by a
lease once the airport's NATO status permits. Of an additional 570 acres of
adjacent land which has been zoned for airport related developments, 380 acres
has been offered by the local authorities for sale to the Group. Facilities
include a 3,525 metre runway, 3.5 acres of hangar space, 15 acres of concrete
aprons and taxiways, a traffic control tower, fire station and parking
facilities. The airport sits adjacent to the A5, the major motorway that runs
from Karlsruhe to Basle, and is within 30 minutes driving time of Strasbourg.

(iii)  Baltic Airport Schwerin-Parchim, Germany

Baltic Airport Schwerin-Parchim has approximately 1,030 acres of land of which
240 acres is available to be developed as a trading estate. The airport
facilities consist of a 3,000 metre runway (plus full parallel taxiway) and 9.4
acres of apron space. There is unrestricted 24 hour operational consent. At
present the airport services occasional cargo traffic and general aviation. It
has facilities for passenger traffic but does not serve passengers at present.

(iv)   Cuneo-Levaldigi Airport, Italy

Cuneo-Levaldigi Airport consists of a 2,496 metre runway on a 400 acre site.
State grants have enabled the development of a passenger terminal, the
installation of improved navigation and landing equipment and the construction
of fire fighting and helicopter rescue facilities. The Group has a 27.7 per cent
interest in the company that owns and operates this airport.

(v)    Melbourne Airport, Florida USA

The Company holds an operating licence for the international terminal for an
initial period of ten years with five consecutive five year extensions, subject
to performance thresholds, up to a total of 35 years. There is a right within
three years to take an option to acquire 10 acres of adjacent land, for a lease
period of 40 years, with four consecutive five year extensions, up to a maximum
period of 60 years for retail development.

(vi)   Pilsen Airport, Czech Republic

Pilsen Airport has approximately 1,180 acres of leasehold land of which
approximately 400 acres is available for landside development of retail
shopping, industrial, commercial and leisure facilities. The airport currently
has a 2,453 metre runway which the Company expects to extend to over 3,000
metres subject to a successful outcome to discussions that have commenced with
the European Bank for Reconstruction and Development for funding. This airport
is operational for general aviation but at present does not have other cargo or
passenger traffic.

(vii)  Odense Airport, Denmark

Odense Airport has a full international licence and at present services
intermittent passenger charter flights, occasional cargo traffic and general
aviation. The runway has recently been extended to 1,845 metres. The Group has
leased 114 hectares of landside property at Odense Airport, including passenger
and freight terminals and other facilities, from the airport company that owns
the airside land at the airport. A dispute has occurred with regard to the terms
of the lease, which may lead to the Company exercising its right to terminate
the lease.

The various airports within the Group's portfolio are at different stages of
operational development. They are all operational as licensed airports but the
extent of aviation activity at the overseas airports is at present limited and
in some cases negligible. In the case of Melbourne Airport in Florida, the Group
intends to develop the international traffic at this airport which already has
an established presence for domestic traffic in the United States.

Typically the development of material volumes of passenger and cargo traffic
depends on the programmes of investment that are proposed to be carried out at
each airport and demand. The concept of the PlaneStation network is to support
the development of the operational capacity at those airports which are
considered by the Directors to have the potential to become active regional
airports handling significant volumes of passenger and cargo traffic.

The Company will finance development of its existing assets through a
combination of interest bearing loans and joint venture arrangements as and when
planning and other permissions are granted, save where they are disposed of.

Current trading and prospects for the Group

In the current financial year the Group has continued to incur operational
losses, but taking into account the additional working capital now being raised,
the Directors believe that the prospects for the Group are good.

The results for the six months to 30 September 2003 are in the process of
preparation and these will be announced later this month. The results will
include the profits resulting from the sale of Fairfield Redevelopments Ltd in
April 2003 comprising £1.35 million on the sale of the investment and
recognition of the £5.3 million profit which was held back on the sale of land
to Fairfield Redevelopments Ltd in August 2002. However even after the
recognition of these profits, the management figures for the first half of 2003/
04 will be severely affected by net interest expense for the period of more than
£4 million, due to the high cost of servicing the Mezzanine Debt.

As stated above the Company anticipates that in the financial year to 31 March
2005 Manston airport will begin to breakeven at the operating level. The Company
is also confident that planning permission will be forthcoming on the Liverpool
property and the Fairlop Waters property, although the timing of those
permissions is uncertain, and that non-airport related properties will become
more attractive to prospective developers thereby improving their marketability.

There has however been consistent real growth in cargo throughput at London
Manston, with cargo handled in the six months to 30 September 2003 being over
37% higher than in first half of 2002/03. Moreover this growth has been achieved
without the commissioning of the new border inspection post and enlarged cargo
handling facilities which are due to become operational in the first half of the
next financial year to 31 March 2005. With the opening of the new apron at
London Manston, the prospect of passenger flights is being promoted with strong
interest being shown at our recent local travel agents conference held at London
Manston. Additionally the Group has accepted an offer to dispose of a site of
about 3.5 acres at Manston Park to a specialist food processing company
achieving over £120,000 per acre. This provides a robust platform for the
Company's continued development of its additional industrial land holdings at
Manston.

Furthermore several aircraft operators have expressed interest in the provision
of aircraft maintenance facilities at London Manston, and these proposals are
now being pursued in the light of the Group having recently obtained planning
permission for two new maintenance hangars with capacity for wide bodied jets.

At Black Forest Airport Lahr, the Company has concentrated its efforts on
obtaining a scheduled passenger licence for domestic and long haul services.

Accordingly, the Directors view the future of the Group with confidence.

The Mezzanine Debt

The Mezzanine Debt consists of a series of secured loans advanced by financial
investors the terms for which were restated in August 2002, as a means to meet
the Group's short-term funding needs. The terms of the Mezzanine Debt are such
that, as a result of the Company's requirement to extend the terms beyond 14
March 2003, interest and facility fees accrue at an approximate weighted average
rate of 48 per cent. per annum. These loans, for the reasons stated above,
represent a significant burden on the available cash resources of the Group.

The Company has entered into the Standstill Agreement with the Mezzanine Lenders
so that the Mezzanine Debt, and outstanding interest and charges, are to be
repaid from the proceeds of the Placing and Open Offer on or before 12 January
2004 and the Mezzanine Lenders will not require repayment or enforce their
security prior to that date. In the event that this arrangement lapses the
Mezzanine Lenders could call for an immediate repayment of the Mezzanine Debt
and interest which would result in the Company being put into insolvent
liquidation.

Increased borrowing facilities

The facility letter dated 1 December 2003 between (1) London Manston Airport PLC
and (2) Bank of Scotland restates the terms of the Group's present borrowing
facility which is increased from £20.0 million to £28.5 million (which is to
reduce to £22.0 million on completion of the Placing and Open Offer). The
increase in the facility is to be applied to fund (a) £5.0 million of
infrastructure works at London Manston Airport and operating costs of the Group
up to completion of the Placing and Open Offer; and (b) £3.5 million to pay MEPC
Limited under the MDL Settlement Deed. The facility is secured by first legal
charges over London Manston Airport and Manston Park and by way of corporate
guarantees from the Company, London Manston Airport PLC and Kent International
Business Park Limited.

Repayment of the Mezzanine Debt and other liabilities

From the proceeds of the issue of the Loan Stock and the Placing and Open Offer
approximately £33.75 million will be used to repay indebtedness as detailed
below.

(a)   A total of £16.1 million (calculated to 12 January 2004) of Mezzanine Debt
remains outstanding and is proposed to be repaid from the proceeds of the
Placing and Open Offer in accordance with the proposals set out in this document
and under the terms of the Standstill Agreement.

(b)   The MDL Settlement Deed will require the Company to pay £7.0 million
overall to MEPC with £0.5 million being payable from the proceeds of the Placing
and Open Offer. The initial £3.5 million which will be paid being funded by Bank
of Scotland, and this additional borrowing will be repaid from the proceeds.

(c)   The sum of £2.0 million, being the balance of the deferred consideration
due to the Ministry of Defence on the purchase by the Company of RAF Manston, is
to be repaid from the proceeds.

(d)   The sum of £1.3 million, being the balance of the deferred consideration
due to the M Bourne Charitable Trust on the purchase by the Company of Kent
International Airport PLC (now London Manston Airport PLC), is to be repaid from
the proceeds.

(e)   An unsecured loan of £2.3 million from Dallah Albaraka Investment Company
Limited is to be repaid from the proceeds.

(f)    Additionally the borrowings under the banking facility with Bank of
Scotland for London Manston Airport are to be reduced by an expected minimum sum
of £8.5 million.

(g)   The sum of £1.5 million to HM Customs & Excise, for arrears of value added
tax.

(h)   The sum of £1.4 million to the Inland Revenue, for arrears of PAYE and
national insurance contributions.

(i)    The sum of £149,375 for deferred payments, in lieu of pension
contributions that are outstanding to the Executive Directors.

Future Property Sales and Use of Proceeds

It is intended that the Group will realise funds to be used for working capital
by the sale or other disposal of interests in its properties during the first
half of 2004. Under the terms of the Trust Deed applicable to the Loan Stock,
although the stock is not secured, there are restrictions on Norham's ability,
as the owner of the Burford, Liverpool and Fairlop Waters properties, to create
security over or dispose of those properties. Norham is able to sell or
otherwise dispose of interests in those properties on the basis that Norham may
use the first £13 million of the proceeds realised for the working capital of
the Group. Proceeds in excess of that threshold of £13 million are to be offered
to Loan Stockholders who are entitled to redeem a proportion of the stock from
the amount available. To the extent that they do not redeem their stock, the
remaining proceeds will be released to Norham.

The Placing and Open Offer

The Company proposes to raise a total of £46.35 million, net of expenses, by way
of a Placing and Open Offer of up to 1,073,750,000 Offer Shares and a Placing of
£6,550,000 of Loan Stock. Neither the Placing nor Open Offer are underwritten.

Qualifying Shareholders are invited to apply for Offer Shares on the basis of:

             one Offer Share for every six existing Ordinary Shares

held at the Record Date and so in proportion for any greater number of existing
Ordinary Shares then held. Fractions of Offer Shares will not be allocated to
Qualifying Shareholders, but will be aggregated and sold for the benefit of the
Company. Qualifying Shareholders may apply for any number of Offer Shares up to
and including their maximum pro rata entitlement.

In addition to the Open Offer, £6,550,000 Loan Stock are being placed firm with
institutional and other investors.

Certain of the Directors have irrevocably undertaken to take up their respective
entitlements in respect of 888,768 Ordinary Shares under the Open Offer. In
addition Mr Godfrey has committed to subscribe for 766,667 Ordinary Shares under
the Placing.

The Offer Shares to be issued pursuant to the Open Offer and the New Ordinary
Shares to be issued on conversion of the Loan Stock and exercise of the
Warrants, will rank pari passu in all respects with the Ordinary Shares in
Wiggins then in issue. Permission will be sought from the UK Listing Authority
and the London Stock Exchange for listing of the Offer Shares and the Loan Stock
to be issued under the Open Offer and the Placing.

Issue of Warrants

Shareholders on the register of members on the Warrant Record Date will be
issued with one Warrant for every five Ordinary Shares held. Accordingly
Warrants will be issued in respect of both existing Ordinary Shares and Offer
Shares issued pursuant to the Open Offer. Each Warrant will entitle the holder
to subscribe for one New Ordinary Share at the price of 10p during the period
commencing on Admission and ending on the date falling seven years from the date
of Admission. Permission will be sought from the UK Listing Authority and the
London Stock Exchange for listing of the Warrants.

The Proposed Director

Geoffrey James Ambrose (Age 62) (Proposed Non-Executive Director)

Geoffrey has spent most of his career with BAA plc, including time as General
Manager, Stansted Airport and Planning Director, Heathrow, and Operations
Director Australia Pacific Airports. He was Aviation Advisor to the Sydney
Gateway Group, a bidding vehicle for Sydney Airport from 2001 to 2002.

Corporate Governance and Future Board Changes

Following the successful refinancing of the Group, which was my primary mission
when I was appointed Chairman of the Company just over a year ago, it is now
appropriate that I hand over to a new Chairman who will be able to guide the
growth of the PlaneStation project. I therefore propose to stand down as
Chairman as soon as a suitable replacement has been identified. It would then of
course be appropriate for the Board, under the new Chairman, to consider other
appointments that would further strengthen the Board.

Share Option Plan

The Board is proposing the introduction of the Wiggins Share Option Plan (the 
'Plan').

The Company's existing Executive Share Option Scheme has recently expired. The
Board believes that this Scheme has proved successful in aligning the interests
of employees and shareholders in the long-term growth and development of the
Company and that, accordingly, the Scheme should be renewed in the form of the
Plan.

In line with current investor guidelines, the Plan will provide for the annual
grant of options over shares worth up to the amount of the participant's annual
earnings (or twice those earnings in special circumstances) at the date of
grant.

The current intention is that options under the Plan should not normally be
exercisable unless specific performance targets are met. The performance targets
will be set at the date of any grant under the Plan and disclosed in the annual
report and financial statements for the Company for that year.

Extraordinary General Meeting

The Circular being posted to shareholders today contains a notice of meeting
convening an EGM of the Company to be held at Fairlop Waters, Forest Road,
Ilford, Essex IG6 3HN on 5 January 2004 at 11.00 a.m., or, if later, immediately
following the conclusion of the Annual General Meeting of the Company to be held
at 10.00 a.m. on that day.

Working Capital

The Company is of the opinion that the working capital available to the Group is
not sufficient for the Group's present requirements, that is, for at least 12
months from the date of publication of the listing particulars relating to these
proposals.

The Group does not have sufficient working capital as a result of:

•   ongoing trading losses

•   interest payments on Mezzanine Debt and other borrowings; and

•   delays in realisation of property assets

utilising all the Group's available cash resources and borrowing and debt
facilities.

In order to restore the working capital position the Company proposes to:

•   implement cost savings by reviewing budgets and reducing operating
overheads;

•   use approximately £16.1 million of the net proceeds of the Placing and
Open Offer to repay the Mezzanine Debt on or before 12 January 2004 and use
£17.65 million of the net proceeds of the Placing and Open Offer to reduce other
indebtedness; and

•   dispose of certain property assets.

Assuming that the above is achieved the Directors believe that the working
capital available to the Group will be sufficient for the Group's present
requirements, that is, for at least 12 months from the date of publication of
the listing particulars relating to these proposals.

Shareholders should be aware that if the Placing and Open Offer are not approved
at the EGM, the Directors will have no alternative but to apply immediately for
administration or to commence an insolvent liquidation of the Company. Existing
secured creditors of the Group would then be expected to appoint receivers in
respect of those properties subject to their security.

Grant of Options and potential future sale of shares

Today, the Company has entered into an option agreement under which the Company
has granted to Mr Iny, one of the Directors, an option to subscribe for up to
10,000,000 ordinary shares at an exercise price of 4p per share, exercisable
after the middle market price of the ordinary shares on the official list has
been not less than 14p per share for a period of at least twenty (20)
consecutive dealing days. The period during which the option is exercisable
commences after three years and expires after ten years, and is otherwise
subject to terms that are consistent with those of the Wiggins Share Option
Scheme. This option is not exercisable unless and to the extent that the total
number of shares that may be issued on the exercise of warrants and other
options to subcribe for Ordinary Shares of the Company (not including options
issued under the Share Option Schemes) would not as a result amount to more than
20 per cent. of the Issued Share Capital.

As a result of existing commitments, Harlequin Holdings Limited and Castlegold
Properties Limited which hold shares on behalf of a trust of which Mr Iny is a
potential beneficiary may need to dispose of ordinary shares within the period
of twelve months after the date of this document in order to raise up to £1.5
million.

Expected Timetable of Events


Record date for the Open Offer                                                                   3 December 2003

Posting date of these listing particular and the Application Form                               10 December 2003

Latest time and date for splitting Application Forms (to satisfy bona fide         3.00 p.m. on 31 December 2003
market claims only)

Latest time and date for receipt of Forms of Proxy for the Extraordinary            11.00 a.m. on 3 January 2004
General Meeting

Latest time and date for receipt of completed Application Forms and payment in       3.00 p.m. on 5 January 2004
full under the Open Offer

Extraordinary General Meeting                                                       11.00 a.m. on 5 January 2004

Admission effective and dealings expected to commence in the Open Shares and                      9 January 2004
Loan Stock

CREST accounts for offer shares credited and definitive share and loan stock                      9 January 2004
certificates despatched by

Record date for Warrants                                                                          9 January 2004

Admission effective and dealings expected to commence in the Warrants                            13 January 2004

CREST accounts for Warrants credited                                                             13 January 2004

Warrant certificates despatched by                                                               16 January 2004


Application Forms are personal to shareholders entitled thereto and can only be
transferred to satisfy bona fide market claims.



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

a d v e r t i s e m e n t