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Hexagon Human Capital plc 

('Hexagon' or 'the Company')

Possible Offer

 Notice of General Meeting

The Board of Hexagon announces that it has received an indicative conditional proposal from a third party interested in making an offer for the Company.  Discussions with the third party are at a very preliminary stage and there can be no guarantee that any offer will be forthcoming. A further announcement will be made as appropriate.

The Company also announces that it will shortly be posting a Circular to Shareholders setting out a Resolution to be passed at a General Meeting.  The Circular sets out the details of a Proposal by the Company to enter in to an agreement with Barclays Bank to reduce the level of its senior debt by £1,500,000 in return for the issue of the Convertible Loan Notes to the same value. A condition of the Revised Banking Facilities proposed by Barclays is that Hexagon uses the Company's existing authorities and allots new shares for cash on a non pre-emptive basis to raise a minimum of £300,000 (net of expenses) for the Company within 60 days of the issue of the Convertible Loan Notes. 

Despite the current challenging broader economic environment the Board remains confident of the short term trading outlook for the Company. The net proceeds of the Revised Banking Facilities and the Placing will be used, inter alia, towards improving the Group's working capital position. In the event that Hexagon's trading deteriorates markedly from the levels currently being experienced, the Proposal will provide the Group with significant flexibility against its current banking covenants.  

Approval for the Resolution is being sought from Shareholders as, in light of the receipt of the indicative conditional proposal, in accordance with Rule 21 of The Takeover Code, the Company requires the approval of Shareholders in a general meeting before entering into the terms of the Revised Banking Agreement.

Definitions in this announcement shall bear the same meaning as those in the Circular to Shareholders.  

Enquiries:

Jonathan Wright, Chief Executive  Carl Thompson, Finance Director	020 7337 1133
Hexagon Human Capital plc

Matt Davis
Alison Barrow
Brewin Dolphin Investment Banking Financial Adviser	0845 213 3219
Sanna Sumner/Anna Dunkin
Redleaf Communications	020 7566 6700

Rule 2.10 of The Takeover Code

The Company also confirms, in accordance with Rule 2.10 of The Takeover Code that it has 19,488,553 ordinary shares of 1 pence each in issue which are admitted to trading on the AIM Market under ISIN Code GB00B12G3G91.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant ' securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company by an offeror company or the Company, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at <http://><www.thetakeoverpanel.org.uk/>. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

Brewin Dolphin Investment Banking, which is authorised by the Financial Services Authority, is acting exclusively for Hexagon Human Capital plc and no one else and will not be responsible to anyone other than Hexagon for providing the protections offered to clients of Brewin Dolphin Investment Banking or for providing advice in relation to the matters referred to herein.

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