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Danka Business Systems files preliminary proxy materials with the SEC.

ST. PETERSBURG, Fla.--(BUSINESS WIRE)--Feb. 9, 1995--Danka Business Systems PLC (NASDAQ:DANKY) announced Thursday that it has filed preliminary proxy materials with the Securities and Exchange Commission relating to a shareholders' meeting to be held on March 6, 1995, at which the shareholders of the company will be asked to approve the waiver of their preemptive rights with respect to the possible issuance of subordinated notes convertible into American Depositary Shares ("ADSs").

The requested waiver by shareholders coupled with a previous similar waiver would result in a waiver of preemptive rights for notes convertible into a maximum of 7,122,760 ADSs.

As stated in the proxy materials, provided that the shareholders approve the waiver of their preemptive rights at the meeting (a vote of 75% of the shares represented and voted at the meeting is required for approval), the company anticipates making a private offering of $150 million with an option for an additional $22.5 million, aggregate principal amount of convertible subordinated notes immediately thereafter.

It is presently anticipated that the notes will be due in 2002, will be convertible into ADSs or, under certain limited circumstances, ordinary shares of the company, and will be redeemable at any time on or after three years from the date of issuance, in whole or in part, at the option of the company at premiums declining to par plus accrued interest to the redemption date.

Further, it is anticipated that the notes will be unsecured general obligations of the company and will be subordinated in right of payment to all existing and future senior indebtedness. The notes will not require a sinking fund. The interest rate, conversion rate, and other terms of the notes have not yet been determined.

The net proceeds of the offering will be used primarily to pay down the outstanding balance of the company's principal credit facility, to satisfy various other long and short term debt, and for general corporate purposes, including future acquisitions.

It is anticipated that the notes will be offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to other exemptions from registration under the Securities Act.

The notes will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The company will not solicit or accept proxies from U.S. shareholders until it has first provided definitive proxy materials to such shareholders.

CONTACT: Danka Business Systems PLC, St. Petersburg

William T. Freeman, 813/576-6003

or

Paul G. Dumond, 011-4471-603-1515 (London)
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Publication:Business Wire
Date:Feb 9, 1995
Words:444
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