PLC News 2012
08 August 2012
Completion of Placing and Conversion announced in May 2012, Board Changes
and Total Voting Rights
Completion of Placing and Conversion announced in May 2012
Westhouse Holdings plc ("Westhouse" or the "Group") (LSE: WHL), the corporate and institutional stockbroking group, announces the completion of a placing of 4,166,667 ordinary shares of 0.005p each ("Ordinary Shares") at a price of 30p per share with Bermuda Commercial Bank ("BCB"), to raise £1.25 million (the "Placing").
Additionally Westhouse announces that BCB has converted all of its outstanding interest in the Perpetual Convertible Loan ("PCL") into Ordinary Shares at a price of 30p per share.
Following these transactions BCB will own 15,235,277 shares in Westhouse representing 46.13% of the outstanding share capital. The remaining holders of the PCL may elect to convert their holdings into Ordinary Shares and, if all elected to do so, the total number of Ordinary Shares in issue could increase to a maximum of 36,483,835 shares in which case the BCB holding would be 41.76%.
BCB intends to be a passive investor in Westhouse Holdings plc and not to actively exercise control over Westhouse Securities Limited, Westhouse Holdings plc's FSA authorised subsidiary. BCB will be entitled to appoint a non-executive director to the board of Westhouse Holdings plc who will help and assist with strategy and direction as required by Westhouse Holdings plc. However, BCB has no plans to become involved in the day to day operations or management of Westhouse Holdings plc or Westhouse Securities Limited.
Certain shareholders of the Company, who together hold over 50 per cent. of the independent voting rights of the Company have confirmed to the Panel on Takeovers and Mergers (the "Panel") that they would vote in favour of an ordinary resolution to be passed on a poll at a general meeting (a "Whitewash Resolution") to waive the requirement for BCB to make a general offer under Rule 9 of the City Code on Takeovers and Mergers (the "Code") for Ordinary Shares in the Company which would ordinarily be required under Rule 9 of the Code in connection with the issue of Ordinary Shares to BCB. Accordingly, the Panel has confirmed that, in these circumstances, it will waive the requirement for a Whitewash Resolution to be considered at a general meeting and BCB will, therefore, not be required to make a general offer under Rule 9 of the Code in cash for the Ordinary Shares which might otherwise arise as a result of the issue of equity to BCB.
Following the transaction, BCB will be interested in Ordinary Shares which carry not less than 30 per cent. and not more than 50 per cent. of the voting rights of the Company and, therefore, BCB would not be able to increase its holding without incurring an obligation under Rule 9 of the Code to make a general offer, otherwise than with the agreement of the Panel.
Application has been made for the admission to trading on AIM of the 13,540,000 new Ordinary Shares issued in relation to the Placing and conversion of BCB's interest in the PCL and it is expected that dealings in the new Ordinary Shares will commence on 9 August 2012.
The Board is pleased to welcome Sandra Pope as a non-executive director, representing BCB. Sandra is a chartered accountant with considerable experience in corporate finance and investment companies. Further details regarding Sandra Pope's appointment as required under the AIM Rules for Companies have been notified separately.
Andrew Beeson and Nicholas Bull have resigned from the board with effect from today and Jonathan Azis has decided to leave Westhouse with effect from 30 September in order to devote more time to his other commitments.
The Chairman, Garth Milne, comments:
"Andrew, Nicholas and Jonathan, who all have extensive City experience, have contributed hugely to the development of Westhouse. Jonathan, as an Executive Director, was instrumental in guiding the company through various structural and ownership changes over the last few very difficult years. We are extremely grateful to all of them and I am very pleased they have each expressed their continuing support for the business and will remain involved through membership of our Advisory Panel.
Westhouse continues to grow in a coherent and determined fashion, both through acquisition and by attracting very high quality professionals to its business. While the financial markets and the global economy continue to face unprecedented challenges, it is clear that both institutional and corporate clients value the high quality service and integrity that Westhouse delivers. Those core values will enable Westhouse to deliver sound returns for our shareholders."
Total Voting Rights
For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue as at 9 August 2012 will be 33,023,835 with each share carrying the right to one vote. There are no shares held in treasury.
The total number of voting rights in the Company will be 33,023,835.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Westhouse, under the Disclosure and Transparency Rules.
For further information:
|Westhouse Holdings plc|
|Christopher Getley, Chief Executive||Tel: +44 (0) 20 7601 6103|
|Smith & Williamson Corporate Finance Limited|
|Azhic Basirov / David Jones||Tel: +44 (0) 20 7131 4000|
|Tim Grey Associates Limited||Tel: +44 (0) 20 7871 8611|
Notes to editors:
Westhouse Holdings plc
Westhouse is a corporate and institutional stockbroking group with particular sectoral expertise in resources, investment funds, UK industrial, growth companies, technology, media and environmental technology. Regionally the group's clients have significant exposure across Europe, Africa, Central Asia and China.
Westhouse is based in London and employs approximately 65 people. Westhouse Securities is authorised and regulated by the FSA, is a member of the London Stock Exchange, a NOMAD for AIM listed companies and a Sponsor of Official List companies.