RIN Rii

RNS Number:1144W
RII PLC
04 March 2004


FOR IMMEDIATE RELEASE                                               4 March 2004

                                    RII PLC

                Proposed Issue of Ordinary Shares and Loan Notes

The Company announces details of plans to place 27,536,231 Ordinary Shares at a
placing price of 0.345p each and to create and issue #355,000 unsecured zero
coupon 7 year convertible #1 loan notes. The placing price of 0.345p per share
will be payable in full on allotment. Each of the Loan Notes may be converted at
any time up to their repayment date by the holders in to approximately 290
Ordinary Shares based on the conversion price of 0.345p per share. The Loan
Notes may be redeemed by the Company at any time after three years following
their issue.

Reasons for the Proposals

In order to make the Company a more attractive proposition to an incoming
business, it has now proposed that it raises an additional #450,000 before
expenses. It is intended that the monies raised will be used to expand the
Company.

The Proposals

The Company has arranged for Hichens, Harrison & Co. plc, to place the
27,536,231 Ordinary Shares and #355,000 nominal of Loan Notes with private
investors. The placing of Ordinary Shares and the issue of the Loan Notes will
not, your Board has been advised, require any party to make a mandatory offer
for the other issued Ordinary Shares nor will it require the Company to seek
re-admission to AIM and it is a term of the Loan Notes that their conversion by
placees may not be such as to put the Company under Rule 9 of The City Code on
Take-overs and Mergers.

In order to progress these plans shareholder approval is sought to authorise
your Directors to allot shares for the purposes of the placing, the conversion
of the Loan Notes and for future, additional cash raisings.

Application will be made in due course for the new Ordinary Shares now being
placed to be traded on the Alternative Investment Market of the London Stock
Exchange. The new Ordinary Shares will rank pari parsu with the existing
Ordinary Share in issue.

Proposed issue of warrants to Directors

To preserve cash, the Company's expenditure will be kept to a minimum and the
Directors do not currently draw salaries. However, the Directors will be awarded
warrants to acquire one million Ordinary Shares at a price of 0.345p each for a
period of five years following the date of the Extraordinary General Meeting
referred to below, representing 2% of the Company's enlarged share capital
following the placing of 27,536,231 Ordinary Shares but before conversion of the
Loan Note.

Extraordinary General Meeting

An Extraordinary General Meeting of the Company to seek shareholders approval
for the Resolutions necessary for the placing, will be held on 6 April 2004.

Availability of Circular

Copies of the Circular being sent to shareholders are available from the offices
of Beachroft Wansboroughs, 100 Fetter Lane, London EC4A 1BN free of charge up
until 6 April 2004.

4 March 2004


Enquiries:

Robert Stubbs, Chairman, RII PLC, 020 7355 4071
Roland Cornish, Chairman, Beaumont Cornish Limited, 020 7628 3396



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

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