RNS Number:8610O
Jetcam International Holdings Ld
20 August 2003





                     JETCAM INTERNATIONAL HOLDINGS LIMITED

                          ("JETCAM" or "the Company")



             Cancellation of admission of ordinary shares from AIM

                                      and

                            share buy-back programme






The directors of JETCAM announce that the Company intends to implement a share
buy-back and give notice to cancel the admission of its Ordinary Shares from
AIM. The resolution for cancellation will be placed before shareholders at the
special general meeting which is being convened for 11th September, 2003.
Application has been made for the cancellation of admission from AIM and,
subject to the passing of the resolution at the special general meeting,
cancellation is expected to become effective at the close of business on 18th
September, 2003.


Background

JETCAM was admitted to AIM in May 1999. At the time of admission, the Company
only raised #100,000 (net of expenses), because the primary reason for becoming
a publicly quoted company was to create the ability to finance acquisitions
through the issue of publicly quoted shares at an attractive valuation, with the
intention of placing the Company in a position to be a consolidator in a
fragmented industry. At the same time, it was hoped that sales in general would
improve through JETCAM's raised profile as a publicly quoted company and that,
over time, there would be increasing liquidity in the Company's shares.


Since 1999, however, the commercial environment for JETCAM's core business has
become more competitive, resulting in a reduction in the Company's margins and
operating profits. In the aftermath of the "dot-com" era, JETCAM, like many
other publicly quoted companies, has experienced a dramatic reduction in its
share price and, therefore, its market capitalisation. Trading in the Company's
shares is minimal and the percentage spread between the bid and offer prices is
significant. Despite having reduced the costs of being publicly quoted to the
minimum, the Directors feel that these costs remain unacceptably high for a
business of JETCAM's size and financial performance.


The Company's ambition to be a consolidator in the sheet metal CNC programming
system sector has, in practice, proved elusive, due to a combination of
unrealistic valuation expectations of potential acquisition targets and a
rapidly declining share price. The only acquisition that was successfully made,
that of Camtek Limited in November 1999, opened new markets outside JETCAM's
traditional sector, but this took JETCAM into another specialised area, where
the scope for diversification and expansion presents its own challenges.


The Company's low market valuation is a matter of concern to the Directors. It
does not enhance the Company's standing with its business partners and does
nothing to enhance future growth. The low valuation makes it impractical to
implement further fund raisings by an issue of Ordinary Shares, or acquisitions
where Ordinary Shares provide the consideration, and the Directors believe this
situation may continue to be the case for the foreseeable future. At the same
time, the trading history in the Ordinary Shares shows very limited liquidity
and the Directors do not see any factors likely to change this situation
materially in the short to medium term.


Current Trading and Prospects

Interim Results for the Six Month Period ended 30th June, 2003.

The interim results for the period are in the course of preparation and are
expected to be announced on 1st September, 2003.



Prospects

Unaudited sales for the first six months of the current year of #1,413,000
(2002: #1,426,000) have continued to exhibit an essentially flat performance
which has continued on from 2002, following the significant declines in turnover
which had preceded this. Underlying operating expenses are similar to those for
the same period last year. The second half of the current year has started
weakly and this makes the results for the year as a whole, therefore, difficult
to predict. The UK machine tool industry in particular, shows little sign of
recovery from the poor performance of recent years.


The Proposals

The Directors now believe that, taking into account all the above factors, the
disadvantages of maintaining the Company's trading facility on AIM outweigh the
advantages. They have been considering options for delisting from AIM, giving
Shareholders the opportunity to sell their shares if they wish to realise their
shareholdings while also maintaining a mechanism for trading in the Ordinary
Shares.


The executive Directors have examined a variety of options including the making
of a formal offer to acquire the Ordinary Shares that they do not already own.
However, taking account of the level of costs involved, both in terms of fees
and of financing, and uncertainty as the extent to which the offer would be
accepted, this was not seen by them to be a viable option.


The Directors now consider that the simplest and most cost effective way of
providing an opportunity to Shareholders to realise their shareholdings is to
utilise the Company's own resources to purchase its Ordinary Shares in a share
buy-back. Under Bermudan Law and the Company's Bye-Laws, the Company is able to
do this without the need for a capital reorganisation to eliminate its deficit
on distributable reserves and without requiring the approval of Shareholders.
Under Bermudan Law, purchases can only be made if they do not impair the
Company's ability to meet its liabilities as they fall due.


On 25th July, 2003, The London Stock Exchange announced a consultation period on
a proposed change in the AIM Rules which, if confirmed following the end of the
consultation period on 19th September, 2003, would require companies seeking to
cancel their admission from AIM to obtain the consent of 75 per cent. of
shareholders voting at a general meeting.


The Directors wish to observe the spirit of the new rule, even though it has not
yet been confirmed. Accordingly set out at the end of this document is a notice
of the Special General Meeting, which has been convened for 11.30 a.m. on 11th
September 2003. The meeting will consider one resolution seeking approval to
cancel the Company's admission from AIM, which will be an ordinary resolution
requiring the approval of over 50 per cent. of the votes cast at the meeting.


The Company has undertaken to John East & Partners, to initiate, as soon as
practicable following the publication of the interim results for the six months
ended 30th June, 2003, a share buy back programme to allow any Shareholder
(other than a Shareholder who is a Director or connected with a Director) who so
wishes, to sell his Ordinary Shares to the Company at a price of 4.5p per share.
This is a discount of 7.69 per cent. to the middle market price of an Ordinary
Share at close of business on 19th August, 2003, the latest practicable time
prior to the announcement of the Proposals.


However, the Directors do not wish existing Shareholders to feel compelled to
realise their investment at a time when they might feel that valuations are low,
and your Board has made arrangements with ShareMark which will enable buyers and
sellers to continue to conduct trades in the Ordinary Shares on a matched
bargain basis. Subject to compliance with Bermuda Law, the buy-back programme
will be conducted on AIM, following the announcement of the Interim Results for
the six month period ended on 30th June, 2003, until the cancellation of
admission from AIM becomes effective and will then be maintained on ShareMark
for a period of one month at which time the Directors may, at their discretion,
continue to operate the buy-back.



In summary, the Proposals are designed to address the dilemma which the
Directors have faced for some time. If the Resolution is passed, Shareholders
will be given the opportunity to sell their Ordinary Shares at a price of 4.5p
per share, which would allow Shareholders, particularly those with large
shareholdings, to realise their investment at a price and in a size not
available in the market. Shareholders who wish to retain their shareholding will
be able to do so and utilise the ShareMark trading facility under which trades
can be conducted on a matched bargain basis. The Company will reduce its
overheads by approximately #22,000 per annum, due to the cancellation of the
Company's admission on AIM, which would only have been implemented in connection
with the Proposals as a whole.


Irrevocable undertakings

The Directors and interests associated with the Directors have given irrevocable
undertakings not to sell Ordinary Shares to the Company under the share buy-back
mentioned above in respect of 16,093,152 Ordinary Shares, representing 67.6 per
cent. of the issued share capital of the Company. Accordingly, the maximum
amount payable to Shareholders holding the remaining issued Ordinary Shares
under the share buy-back would be approximately #347,000, which compares to cash
balances held by the Company as at 18th August, 2003 of approximately #450,000.


20th August, 2003



Further Enquiries:


JETCAM International Holdings Limited

John Wright (Business Development Director)      00377 97 97 16 40

                                                                           








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