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Strathmore One-for-One Options Issue


Strathmore One-for-One Options Issue to Fund Increased Stake in Global Online Systems

Strathmore Group Ltd (NZSE: SMR) today announced a one-for-one renounceable rights issue of Options to enable it to increase its investment in Global Online Systems Limited ("GOSL") - developer of the innovative reward and loyalty programme, Kachingo!.

The offer is for one option for every one share held in the company, at an issue price of 1 cent per option. A further payment of 1 cent is required from option holders when they wish to exercise the option to acquire one new ordinary share in the Company any time within a two year time period.

The Offer will raise up to $1,789,000 before costs. The money will enable Strathmore to subscribe for up to a maximum of 750,000 convertible notes (part of an offer of 2 million to be issued by GOSL at an issue price of $1.00 per convertible note), in addition to providing ongoing working capital, and a suitable cash reserve.

"Strathmore's investment in the Global Online Group of companies is its core asset," says Strathmore Chairman, Phil Norman. "We support GOSL's convertible notes issue as a means of funding the further extension of Global Online's international footprint. This, in turn, will significantly enhance the value of Strathmore's investment over time.

"It is the view of all Directors that it is in the best interests of all Strathmore shareholders for the company to consolidate and increase its position in relation to the technologies and systems of GOSL."

The record date for the calculation of entitlements will be 1 November 2002. Rights trading will commence on 4 November 2002 and cease on 27 November 2002. The closing date for acceptance and payment is 5.00pm on 29 November 2002.

Special Meeting As a related announcement Strathmore has also called a special meeting of shareholders, who will be asked to authorise Strathmore to subscribe for up to a maximum of 750,000 convertible notes having a face value of $1.00 each, to be issued by GOSL.

Ferrier Hodgson has formed the opinion that the subscription for the convertible notes is fair to the shareholders of Strathmore not associated with the related parties.

The meeting will be held at City Life, Auckland, on Thursday, 21 November 2002 commencing at 9:00 am.

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