RNS Number:0527Q
Sky Capital Holdings Limited
23 September 2003


SKY CAPITAL HOLDINGS LTD ("SKY" or the "COMPANY")


Offer for Subscription - New Convertible Preferred Shares


The Company announces an Offer for Subscription of up to 10,000,000 New
Convertible Preferred Shares offered in units of 50,000 shares at 200p per share
to raise up to #20 million before expenses.


The New Convertible Preferred Shares will:

*    each be convertible into one Common Share. Investors will
be able to convert, at their option, in three tranches between 30 June 2004, 31
December 2004 and 30 June 2005.  The Company does not intend to provide
additional information to holders of New Convertible Preferred Shares prior to
conversion, beyond that which is publicly available at that time:-

*    entitle the holder to vote on all matters submitted to a
vote of the Shareholders as if the New Convertible Preferred Shares had been
converted to Common Shares:-

*    be redeemable, at the Company's option, at a redemption
price of US$3.20 at any time after 30 June 2005. The New Convertible Preferred
Shares are not redeemable at the holder's option:-

*    entitle the holder, until 30 June 2005, to a cumulative
dividend at an annual rate of US$0.068. After 30 June 2005 holders of the New
Convertible Preferred Shares will share ratably with the holders of Common
Shares and Existing Convertible Preferred Shares in all dividends declared by
the Company.


The proceeds of the Offer will be used, inter alia, to provide working capital
for the Group, funds to carry out due diligence on potential investments and to
make acquisitions in line with Sky's business strategy and to meet the expenses
of the Offer.

No application is being made for the New Convertible Preferred Shares to be
admitted to trading on AIM.  Application will be made for the Common Shares
arising on New Preferred Conversion to be admitted to trading on AIM following
such Conversion.

Expected Timetable of Events

Publication of Prospectus                                                         22 September 2003

Subscription lists for Offer open                                                 25 September 2003

Final Closing Date (unless closed earlier or extended by the Directors)           23 December 2003

Despatch of definitive share certificates for the New Convertible Preferred      15 January 2004
Shares by

The Company also announces that Sky Ventures Capital, Inc. ("SVC") has agreed to
make available to the Company a revolving credit facility of up to US$1,500,000
at an interest rate of 8 per cent per annum.  In consideration for entering into
this facility the Company has granted SVC a three year warrant to subscribe for
up to 34,250 Common Shares in the Company at an exercise price of US$4.38 per
Common Share.


The facility will terminate on 31 December 2003 at which time all outstanding
monies drawn down will be repayable.


SVC is a company controlled by Ross Mandell and, as a director and substantial
shareholder in the Company, the transaction falls to be disclosed as a related
party one under rule 12 of the AIM rules.  Accordingly, the directors, other
than Ross Mandell, having consulted with Grant Thornton, the Company's nominated
adviser, consider the terms of the credit facility to be fair and reasonable.


The Company also announce that it has appointed Sky Capital UK Limited as broker
with immediate effect.


23 September 2003


Contact Details


Ross Mandell - Chief Executive                     Tel:  (00 1) 212 709 1900

Sky Capital Holdings Ltd

www.skycapitalholdings.com



Adam Reynolds / Ben Simons                         Tel:  020 7245 1100

Hansard Communications                             ben@hansardcommunications.com

www.hansardcommunications.com

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