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NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION

Supercart plc

('Supercart' or the 'Company')

Proposed Placing and Subscription of 15,000,000 New Ordinary Shares
at 10 pence per share to raise approximately £1.4 million (net of expenses) 

Notice of General Meeting

Highlights

• Placing and Subscription to raise approximately £1.4 million (net of expenses)
• Proceeds to be used to increase working capital facilities following acquisition of US assets

Mike Wolfe, Chief Executive of Supercart said: 'We are delighted to announce the proposed Placing and Subscription which will give us the necessary working capital headroom to help us realise the potential of our innovative product set. Together with the Rehrig acquisition we believe the proposed Placing and Subscription will be a transformational step in our efforts to grow Supercart and allow us to exploit the lucrative North American market.' 

'We appreciate the support of both our existing and new investors and look forward to driving the business forward in order to grow shareholder value.'

For further information please contact:

Supercart plc	01732 459898
Mike Wolfe, Chief Executive
Stephen Wright, Finance Director
Charles Stanley Securities	020 7149 6000
Nominated Adviser
Russell Cook / Ben Johnston / Carl Holmes
Tavistock Communications	020 7920 3150
Jeremy Carey / Matt Ridsdale

Introduction

Supercart is pleased to announce that it proposes to raise approximately £1.4 million (net of expenses) through the Placing and Subscription of, in aggregate, 15,000,000 New Ordinary Shares at 10 pence per share, conditional on, amongst others, the passing of the Resolutions, the completion of the Placing and Admission. 

On 20 March 2009, Supercart announced the Rehrig Asset Purchase for US$1.45 million. Rehrig was formerly one of the largest plastic shopping trolley manufacturers in the United States. Rehrig had traded until 23 December 2008 when it entered Chapter 7 liquidation. 

Supercart, through its wholly owned subsidiary company Plasti-Cart, acquired the plastic trolley moulds of the six Rehrig models, together with stock and intellectual property rights to certain of Rehrig's brands from Bank of America, N.A., which then owned Rehrig and its assets as a result of Rehrig entering Chapter 7 liquidation. Under the terms of the Rehrig Asset Purchase, Plasti-Cart paid an initial cash consideration of US$650,000 and an additional US$39,940 for transportation costs. Further cash payments of up to a total maximum of US$800,000 will be due to Bank of America, N.A., based upon the sale of trolleys produced from the Rehrig moulds. The proceeds of the Placing and the Subscription will be used to enable the Company to meet its working capital requirements for the Group, including Plasti-Cart, and fund the continued organic growth of the business.

The Company also announced on 20 March 2009, that Venture Holdings, a Significant Shareholder of the Company, has made available to Supercart a loan of US$650,000 (the 'Loan') to finance the purchase of the Rehrig business and the further expansion of Supercart's US operations. The Loan is repayable over two years and carries an interest rate of 4.02 per cent per annum. Venture Holdings has since made available an additional loan of US$39,940 (the 'Second Loan') to Supercart on the same terms as the Loan to satisfy the costs associated with transportation.

The Placing and Subscription are subject to, amongst others, approval by Shareholders of the Resolutions at the General Meeting. The General Meeting has been convened for 10.00 a.m. on 13 July 2009, at which Shareholders will be asked to consider and, if thought fit, approve the Resolutions required to implement the Placing, Subscription and the issue of the Warrants. 

If the Resolutions are approved, it is expected that the New Ordinary Shares will be admitted to trading on AIM on 14 July 2009.

Details of the Placing and Subscription

The Company is proposing to raise approximately £1.4 million (net of expenses), by way of the Placing and Subscription of, in aggregate, 15,000,000 New Ordinary Shares at the Issue Price. This represents a discount of 33.3 per cent. to the closing mid-market price of 15 pence per Ordinary Share on 25 June 2009, being the latest practicable date prior to the posting of this announcement. 

The Placing Shares have been placed with institutional and certain other investors, including Directors, conditional on, amongst others, the passing of the Resolutions and on Admission taking place no later than 8.00 a.m. on 31 July 2009. In addition Venture Holdings has irrevocably agreed to subscribe for 4,661,872 New Ordinary Shares at the Issue Price, conditional on, amongst others, the passing of the Resolutions, the completion of the Placing and Admission taking place no later than 8.00 a.m. on 31 July 2009.  

At the last practicable date prior to the release of this announcement, Venture Holdings owns 18,025,000 Ordinary Shares representing approximately 37.16 per cent. of the Company's Existing Ordinary Shares. Under the terms of the Subscription Agreement, Venture Holdings will subscribe for up to 4,661,872 Subscription Shares so that Venture Holdings' shareholding in the Company as a percentage of the Enlarged Share Capital will be no greater than Venture Holdings' existing shareholding as at the date of the Subscription Agreement, but not exceeding 4,661,872 Ordinary Shares.

The New Ordinary Shares, if subscribed for in full, will represent approximately 23.62 per cent. of the Enlarged Share Capital immediately following Admission.  

Neither the Placing nor the Subscription are either a rights issue or an open offer and neither the Placing Shares nor the Subscription Shares will be offered generally to Shareholders on a pre-emptive basis. The Directors believe that the considerable extra cost and delay involved in a rights issue or an open offer would not be in the best interests of the Company, and, accordingly, the Board considers that it is in the best interests of the Company and Shareholders as a whole for the funds to be raised through the Placing and the Subscription.

Conditional on the passing of the Resolutions, application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 14 July 2009.

The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after the date of their unconditional allotment.

It is expected that share certificates for the New Ordinary Shares which are to be held in certificated form will be dispatched to placees by 31 July 2009. The New Ordinary Shares will be in registered form and no temporary documents of title will be issued.

Director and Shareholder Interests

Venture Holdings is the Company's largest Shareholder and long term manufacturing partner. As stated in the Subscription Agreement, Venture Engineering LLC and Venture Holdings, through P.I.M. Management Company Inc, are wholly owned by the Larry Winget Living Trust, of which Larry Winget, Venture Holdings' Non-Executive Chairman, is the sole beneficiary and trustee.

At the date of this announcement and immediately following completion of the Placing and the Subscription (and to the extent, the New Ordinary Shares are subscribed to in full), the Directors and other Significant Shareholders have, and are expected to have, the following interests in Ordinary Shares:

Name of Shareholder	Existing shareholding	Percentage of existing ordinary share capital	New Ordinary Shares placed and subscribed	Enlarged shareholding following the Placing and Subscription	Percentage of Enlarged Share Capital following the Placing and Subscription
Venture Holdings	18,025,000	37.16	4,661,872	22,686,872	35.73
Mike Wolfe	7,525,000	15.52	1,843,928	9,368,928	14.75
Philip Richards1	7,342,500	15.14	836,250	8,178,750	12.88
RAB Special Situations (Master) Fund Limited1	4,250,000	8.76	836,250	5,086,250	8.01
Richard Katz2	2,624,500	5.41	-	2,624,500	4.13
Stephen Wright	1,308,750	2.70	426,486	1,735,236	2.73
Victor Segal	632,500	1.30	418,124	1,050,624	1.65
Charles Price	275,000	0.57	-	275,000	0.43

1.

Based on information provided to the Company at the date of this announcement, Philip Richards' aggregate holding, both direct and indirect, in the Company is 7,342,500 Ordinary Shares, representing 15.14 per cent. of the issued share capital of the Company. Based on information provided to the Company at the date of this announcement, RAB Special Situations (Master) Fund Limited has an aggregate interest in 4,250,000 Ordinary Shares, representing 8.76 per cent. of the issued share capital of the Company. Philips Richards was a co-founder of RAB Capital plc and formerly its Chief Executive prior to the announcement of his resignation on 4 September 2008, where he is now an executive director.

2.

Based on information provided to the Company at the date of this announcement, Richard Katz's direct holding in the Company is 300,000 Ordinary Shares and his indirect holding is 2,324,500 Ordinary Shares, representing 0.62 per cent. and 4.79 per cent. of the issued share capital of the Company, respectively.

Preliminary results for the year to 31 December 2008

The Company has today announced its preliminary results for the year ended 31 December 2008. Supercart reported revenue of £4.81 million for 2008 (2007: £3.34 million) reflecting an increase of 43.9 per cent. to revenues reported for 2007. Despite the increase in revenue the Company announced that the loss before tax for 2008 was £1.20 million (2007: £0.91 million). The Directors believe that the 31.9 per cent. increase in pre tax losses from 2007 was due to a number of factors, particular, the increase in the world oil price in the first half of 2008 which impacted the cost of raw input materials for the Company and resulted in a reduction in the gross profit margin in 2008 to 17.9 per cent. (2007: 19.2 per cent.).

As at 31 December 2008 the Group had net cash of £1.0 million (2007: £1.7 million).

Current trading and future prospects

As detailed in the preliminary results statement as announced today, the Company continues to make progress in each of its major markets, namely South Africa, North America and Europe. Following the Rehrig Asset Purchase, the Directors believe that the future performance of the Company will be significantly enhanced by the integration of Rehrig into the Group's existing operations and the resultant expansion in the Group's operations in North America.

Trading in the year to date has been in line with management's expectations.

Supercart announced on 13 May 2009 that it had received a significant order from a leading Western European grocery retailer. The Board believes that further significant orders are expected to be received during the current year.

However, the Group's focus has been the opportunity in North America following the Rehrig Asset Purchase. As announced previously, Supercart has recruited three senior officers who were formerly Rehrig employees to oversee the installation and on-going manufacturing operations of the Rehrig assets. This recruitment has increased the Group's cost base in North America but the Directors believe that this investment will convert into tangible new sales during 2009.

General Meeting

The General Meeting will be held at the offices of Supercart plc, 3 The Mews, 16 Hollybush Lane, Sevenoaks, Kent TN13 3TH at 10.00 a.m. on 13 July 2009.

Irrevocable undertakings

The Company has received irrevocable undertakings to vote in favour of the Resolutions from Shareholders holding 9,741,250 Existing Ordinary Shares in aggregate, representing approximately 20.09 per cent. of the Existing Ordinary Shares.

Circular

A circular has today been posted to Shareholders with a Notice of General Meeting to approve matters relating to the Placing and Subscription.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	2009
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 11 July
General Meeting	10.00 a.m. on 13 July
Admission and dealings in the New Ordinary Shares	8.00 a.m. on 14 July

DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
'Admission'	the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules
'AIM'	AIM, a market operated by the London Stock Exchange
'AIM Rules'	the AIM Rules for Companies published by the London Stock Exchange from time to time governing the admission of shares to trading on and the operation of, AIM
'Charles Stanley'	Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, the Company's nominated adviser and broker for the purposes of the AIM Rules
'Company' or 'Supercart'	Supercart plc
'Directors' or the 'Board'	the directors of the Company
'Enlarged Share Capital'	the 63,500,000 Ordinary Shares in issue on Admission, assuming issue of all of the New Ordinary Shares
'Existing Ordinary Shares'	the 48,500,000 Ordinary Shares in issue at the date of this announcement
'General Meeting'	the general meeting of the Company convened by the Notice of General Meeting for 10.00 a.m. on 13 July 2009 and any adjournment thereof
'Group'	the Company and its subsidiaries
'Issue Price'	10 pence per New Ordinary Share
'London Stock Exchange'	London Stock Exchange plc
'New Ordinary Shares'	the Placing Shares and the Subscription Shares
'Notice of General Meeting'	the notice of General Meeting set out at the end of the circular to Shareholders
'Ordinary Shares'	the ordinary shares of 0.4 pence each in the capital of the Company
'Placing'	the conditional placing of the Placing Shares as described in this announcement
'Placing Shares'	10,338,128 new Ordinary Shares which are proposed to be allotted and issued pursuant to the Placing as described in this announcement
'Plasti-Cart'	Plasti-Cart Inc, a corporation incorporated in the state of Delaware and a wholly owned subsidiary of the Company
'Rehrig'	Rehrig International Incorporated, a corporation incorporated in the state of Delaware
'Rehrig Asset Purchase'	the purchase by the Company, through Plasti-Cart, of certain of Rehrig's mould tools, stock and intellectual property rights as announced by the Company on 20 March 2009
'Resolutions'	the resolutions set out in the Notice of General Meeting
'Shareholders'	holders of Ordinary Shares
'Significant Shareholder'	a holder of a legal or beneficial interest, whether direct or indirect, of 3 per cent. or more of any class of AIM security (excluding treasury shares) in the Company as defined by the AIM Rules
'Subscription'	the conditional subscription by Venture Holdings for the Subscription Shares as described in this announcement
'Subscription Agreement'	the agreement entered into on 22 June 2009 between the Company and Venture Holdings for the subscription by Venture Holdings for the Subscription Shares conditional on the passing of the Resolutions, the completion of the Placing and Admission
'Subscription Shares'	up to 4,661,872 new Ordinary Shares which are proposed to be allotted and issued pursuant to the Subscription as described in this announcement
'Venture Holdings'	Venture Holdings B.V., a company registered in the Netherlands, whose registered office is at Stravinskylaan 3105, Atrium 7th Floor, 107 7ZX, Amsterdam, the Netherlands
'Warrants'	warrants in respect of 292,699 Ordinary Shares in the Company granted to Charles Stanley at an exercise price of 10 pence per share pursuant to a warrant instrument dated on or around 25 June 2009, conditional on completion of the Placing and Subscription and on Admission

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