News Releases
News releases 2009
20 May 2009
Posting of admission document
Proposed acquisition of Hanson Westhouse Holdings Limited
Further to the announcement made on 6 May 2009, SovGEM Limited (“SovGEM” or the “Company”) (AIM: SOV), the emerging market equity finance house, is pleased to announce that an admission document (the “Admission Document”) in relation to the proposed acquisition (“the Acquisition”) of Hanson Westhouse Holdings Limited (“Hanson Westhouse”), the holding company of Hanson Westhouse Limited, a full-service investment bank specialising in small and mid-cap companies and emerging markets, is today being posted to shareholders. As a result, the restoration of the shares of the Company to trading on AIM is expected to be effective from 7am today.
The Acquisition will constitute a reverse takeover of the Company under the AIM Rules and so will require the prior approval of the Company’s existing shareholders. A notice convening an extraordinary general meeting of the Company to be held at 11am on 15 June 2009 at Windward House, La Route de Liberation, St Helier, Jersey JE2 3BQ, Channel Islands, is therefore included in the Admission Document.
The results of the Company for the year ended 31 December 2008, together with a notice of annual general meeting to be held at 10.30am on 15 June 2009 at Windward House, La Route de Liberation, St Helier, Jersey JE2 3BQ, Channel Islands, are also being posted to the Company’s shareholders today.
Key information
- The Company has entered into a conditional sale and purchase agreement to acquire the entire issued share capital of Hanson Westhouse.
- It is intended that the consideration for the Acquisition will be satisfied by the allotment to the shareholders of Hanson Westhouse of new ordinary shares in SovGEM (the “Consideration Shares”). For the purpose of the Acquisition, Hanson Westhouse is valued at £3,000,000 (excluding the £258,000 proceeds of a preliminary placing previously undertaken by Hanson Westhouse at this valuation). The number of the Consideration Shares to be issued as consideration for Hanson Westhouse will imply a valuation for SovGEM of £2,710,225 (equivalent to 11.9p per Ordinary Share) which equates to a 20 per cent. discount to the SovGEM directors’ estimate of the Company’s average net asset value over the five business days ending on 5 May 2009.
- The Board has concluded that the combination of SovGEM and Hanson Westhouse (“the Enlarged Group”) will be one that will be beneficial for existing shareholders. The Board believes that the proposals will allow existing shareholders to derive enhanced benefits from the Company’s portfolio and strategy as well as creating the opportunity, particularly given current market conditions, to expand the corporate and advisory business of the Enlarged Group.
- The Board believes that the Enlarged Group will benefit from the skills of accomplished corporate advisory, broking and research professionals with considerable experience in the small and mid-cap broking sector. Their expertise will be complemented by an advisory panel whose members’ experience in growing advisory businesses is well recognised throughout the corporate broking industry.
- Hanson Westhouse raised approximately £258,000 through a preliminary placing. In addition, the Company has conditionally raised a further £850,000 through the placing of new ordinary shares in the Company, to fund the costs of the transaction and to provide the Enlarged Group with additional working capital going forward.
For further information:
| SovGEM Limited Garth Milne, Chairman Hugh de Lusignan, Chief Executive Officer hdelusignan@sovereigngroup.com |
Tel: +44 (0) 7768 992470 Tel: +44 (0) 20 7389 0655 www.sovgem.com |
| Hanson Westhouse Holdings Limited William Staple, Chief Executive bill.staple@Hanson Westhouse.com |
Tel: +44 (0)20 7601 6100 www.Hanson Westhouse.com |
| Nominated Adviser Smith & Williamson Corporate Finance Limited Azhic Basirov/Joanne Royden-Turner corpfinance@smith.williamson.co.uk |
Tel: +44 (0) 20 7131 4000 www.smith.williamson.co.uk |
| Broker Hanson Westhouse Limited Tim Metcalfe tim.metcalfe@Hanson Westhouse.com |
Tel: +44 (0)20 7601 6100 www.Hanson Westhouse.com |
| Media enquiries: Abchurch Communications Limited Henry Harrison-Topham/Quincy Allan quincy.allan@abchurch-group.com |
Tel: +44 (0) 20 7398 7710 www.abchurch-group.com |