Eagle-i Holdings Plc

Issue of Options

Eagle-i Holdings Plc ('Eagle-i' or the 'Company'), the developer and supplier of vehicle positioning and fleet management technology and services, announces the issue of options to subscribe for 10 million ordinary shares of 0.1p each in the capital of the Company ('Ordinary Shares') to each of Ralph Stross, a substantial shareholder and non-executive director of the Company, and Terry Krell, a non-executive director of the Company.  Terry Krell has requested that the options to which he is entitled should be issued to his brother, Stuart Krell, a substantial shareholder of the Company. The options are exercisable at a price of 3 pence per share at any time between 1 February 2009 and 31 January 2012.

The issue of options is in connection with the personal guarantees provided by Ralph Stross and Terry Krell as security for an outstanding bank loan of £2.4 million made available to the Company by The Royal Bank of Scotland Plc.  

If these options were exercised in full, and assuming no other Ordinary Shares were issued by the Company and no other person exercised any options or other rights to subscribe for shares in the Company, Ralph Stross would be interested in 121,884,281 Ordinary Shares, representing 35.17% of the enlarged issued share capital of the Company and Stuart Krell would be interested in 121,767,463 Ordinary Shares, representing 35.13% of the enlarged issued share capital of the Company.

In relation to the options, the Panel on Takeovers and Mergers has agreed to waive the requirement for a general offer by Stuart Krell and/or Ralph Stross pursuant to Rule 9 of the City Code on Takeovers and Mergers to acquire all of the shares of the Company which they do not already own.

The directors of the Company (other than Ralph Stross and Terry Krell) consider, having consulted with the Company's nominated adviser, WH Ireland Limited, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

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