TIDMWCH
RNS Number : 4472U
Wilmcote Holdings PLC
25 November 2019
This announcement contains inside information.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
any Member State of the European Economic Area (other than the
United Kingdom), Australia, Canada, Japan, South Africa or New
Zealand or any jurisdiction where to do so might constitute a
violation of local securities laws or regulations.
Wilmcote Holdings plc
Notice of Annual General Meeting & Proposed Open Offer
London, 25 November 2019 - Wilmcote Holdings plc ("Wilmcote" or
the "Company") announces the publication of its notice of Annual
General Meeting and a proposed Open Offer available to all existing
holders of ordinary shares in the Company on the register of
members at the record date (excluding overseas shareholders in a
restricted jurisdiction) ("Qualifying Shareholders").
The Annual General Meeting is to be held at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 12 December
2019 at 11.00 a.m.
The circular relating to the proposed Open Offer and which
contains notice of the Annual General Meeting (the "Circular"),
Form of Proxy and Open Offer Application Form are available on the
'Shareholder Documents' page of the Company's website at
www.wilmcoteplc.com.
Capitalised terms used and not otherwise defined in this
announcement shall have the same meaning as in the Circular.
The Circular includes details of an Open Offer being made to
Qualifying Shareholders on the register as at the Record Date of
close of business on 22 November 2019, for up to 650,000,000 New
Ordinary Shares at GBP0.01 per Open Offer Share, raising gross
proceeds of up to GBP6.5 million, on the basis of:
31.199996 New Ordinary Shares for every 1 Existing Ordinary
Share
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlements in full,
to apply for additional New Ordinary Shares through an Excess
Application Facility.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM ("Admission"), and it is expected that
Admission will become effective and that dealings will commence in
the New Ordinary Shares at 8.00 a.m. on 13 December 2019.
Following the issue of the New Ordinary Shares (assuming full
take-up under the Open Offer), the enlarged ordinary share capital
of the Company will be 670,833,336 Ordinary Shares.
REASONS FOR FUNDRAISE
Wilmcote was established (and was admitted to trading on AIM)
with the objective of creating value for its investors through the
acquisition and subsequent development of target businesses, to
date considering opportunities in the downstream and specialty
chemicals sector.
Over the last two years, the Company has reviewed and engaged
with a substantial number of potential acquisition opportunities in
the specialty chemicals sector, including businesses with links to
the construction, building products and broader industrial sectors.
During this period the Company has progressed two potential
acquisitions, under exclusivity, to within days of a successful
completion and then been forced to abort these transactions. The
financial consequences of these aborted transactions have been
significant, and these have accounted for the vast majority of the
Company's expenditure.
Consistent with the normal process employed by Marwyn-sponsored
companies, during the period of due diligence and negotiation, the
Company had significant ongoing dialogue with existing and
potential investors (in both cases with more than 50 investors
wall-crossed for material periods of time). While the Company was
not able to subsequently conclude these acquisitions in either
circumstance, each of them, remain in the Directors' view, high
quality businesses in specialist segments that have continued to
show growth in the period following the termination of our
discussions.
While the Directors recognise the risk of future losses arising
from the pursuit of future transactions remains, the priority for
the Company will be to manage its exposure to the financial costs
of progressing and securing a successful acquisition. Alongside the
existing risk procedures, the Directors will seek to further
mitigate these risks as follows:
- reducing the target size of potential acquisitions to consider
taking one or more controlling or non-controlling stakes, in
businesses with an enterprise value generally expected to be up to
GBP500 million;
- seeking appropriate risk-sharing measures with professional
service providers and, to the extent possible, with vendors;
- continuing the model of early stage market sounding and
consultation with potential investors throughout the transaction
process; and
- maintaining a flexible attitude to which international capital
markets/exchanges would provide the optimal environment for initial
and future capital raising.
The fundraising pursuant to the Open Offer will secure the
Company's ability to respond quickly to opportunistic investment
prospects which the Directors continue to see in the specialty
chemicals sector, as well as in the market in general, while also
providing an attractive platform for the Company to secure sector
specific operational executives and management teams.
MAML irrevocable undertaking
The Company has received an irrevocable undertaking to vote in
favour of the Resolutions from MAML (in its capacity as manager of
the Marwyn Shareholders) accounting for 12,591,670 Existing
Ordinary Shares, representing 60.44 per cent. of the issued share
capital.
On the basis that (i) Resolutions 1 to 7 (inclusive) are to be
proposed as Ordinary Resolutions requiring a simple majority of
votes cast to be in favour in order to be passed; and (ii) MAML
acting alone controls over 50 per cent. of the voting interests in
the Company, Resolutions 1 to 7 (inclusive) will be passed at the
AGM if MAML approves such Resolutions in accordance with the
irrevocable undertaking described in the above paragraph.
MAML commitment
MAML has undertaken to the Company that it will procure that
each of the Marwyn Shareholders subscribes for its pro rata share
of all of the New Ordinary Shares comprising its Open Offer
Entitlement (the "Marwyn Subscription"), equating to a minimum
aggregate subscription of GBP3,928,600.54.
Either or both of the Marwyn Shareholders may also subscribe for
Excess Shares pursuant to the Excess Application Facility.
Dilutionary impact of the Open Offer
The proposed issue of the New Ordinary Shares pursuant to the
Open Offer will dilute existing shareholdings of Shareholders who
do not participate.
Qualifying Shareholders will be able to mitigate this dilution
by applying for New Ordinary Shares in the Open Offer.
The maximum dilution which a Shareholder (who is not a
Qualifying Shareholder), and a Qualifying Shareholder if he/she
does not participate in the Open Offer at all, will be subject to
will be 96.89 per cent. of his or her existing shareholding.
UPDATE TO INVESTMENT POLICY
In order to provide additional flexibility for the Company to be
opportunistic and reflecting the breadth of deal flow seen in
adjacent sectors, the Directors believe the Investment Policy
should be expanded to consider opportunities in other sectors and a
broader range of potential investment structures.
This includes the consideration of acquiring controlling or
non-controlling stakes in one or more businesses or companies
(quoted or private) on a long-term basis. The investments made by
the Company may be in the form of equity or other types of capital
investment.
The Company intends to focus on the industrials, manufacturing,
engineering, construction, building products or support services
sectors. The Directors believe that opportunities exist to create
value for shareholders through a properly executed, acquisition-led
strategy in one of these sectors.
The Company may either seek to recruit sector-leading executive
management in advance of an acquisition, or alternatively may
consider identifying acquisition opportunities with impressive
incumbent management teams that require a catalyst to unlock
growth.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open Offer close of business on 22 November 2019
Announcement of the AGM and the Open Offer 7.00 a.m. on 25 November 2019
Ex-entitlement date 25 November 2019
Publication of Circular, Application Forms and Forms of 25 November 2019
Proxy
Open Offer Entitlements and Excess CREST Open Offer as soon as possible after 8.00 a.m. on 26 November 2019
Entitlements credited to stock accounts
in CREST of Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open 4.30 p.m. on 5 December 2019
Offer Entitlements and Excess CREST
Open Offer Entitlements from CREST
Recommended latest time for depositing Open Offer 3.00 p.m. on 6 December 2019
Entitlements and Excess CREST Open Offer
Entitlements in to CREST
Recommended latest time for splitting Application Forms (to 3.00 p.m. on 9 December 2019
satisfy bona fide market claims
only)
Latest time and date for receipt of Forms of Proxy and 11.00 a.m. on 10 December 2019
electronic proxy appointments via CREST
Latest time and date for receipt of completed Open Offer 11.00 a.m. on 11 December 2019
Application Forms and payment in
full under the Open Offer or settlement of relevant CREST
instructions (as appropriate)
Announcement of the results of the Open Offer 12 December 2019
Annual General Meeting 11.00 a.m. on 12 December 2019
Announcement of results of Annual General Meeting 12 December 2019
Admission and commencement of dealings in the New Ordinary 13 December 2019
Shares
CREST stock accounts expected to be credited for the New 13 December 2019
Ordinary Shares by
Share certificates for New Ordinary Shares expected to be 20 December 2019
despatched by
Each of the times and dates in the table above is indicative
only and may be subject to change. References to times in this
announcement are to London time. The times and dates set out in the
table above and mentioned throughout this announcement may be
adjusted by the Company, in which event details of the new times
and dates will be notified to the London Stock Exchange and, where
appropriate, Shareholders. Any Existing Ordinary Shares sold prior
to the close of business on 22 November 2019, the date on which the
Existing Ordinary Shares will trade with entitlement, will be sold
to the purchaser with the right to receive entitlements under the
Open Offer.
Enquiries:
Wilmcote
Tel: +44(0)207 004 2700
Mark Brangstrup Watts
James Corsellis
Axio Capital Solutions Limited (Company Secretary)
Tel: +44(0)1534 761 256
Scott Danks
Numis Securities Limited (Nominated Adviser)
Tel: +44(0)207 260 1000
Kevin Cruickshank
Jamie Loughborough
James Corsellis is Chairman of Wilmcote Holdings plc, which has
its offices at 11 Buckingham Street, London, WC2N 6DF and has the
LEI number 2138004EUUU11OVHZW75.
IMPORTANT INFORMATION
A copy of this announcement and the Circular will be available
on the Company's website at www.wilmcoteplc.com. Neither the
content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000 ("FSMA") by Marwyn Investment Management LLP,
which is authorised and regulated by the Financial Conduct
Authority.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor.
Recipients of this announcement who are considering acquiring
New Ordinary Shares are reminded that any such acquisition must be
made only on the basis of the information contained in the
Circular. The Open Offer is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and will not be offered, sold,
exercised, resold, transferred or delivered, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US person (as defined under Regulation S under
the US Securities Act).
Neither this announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in any member state of the
European Economic Area (other than the United Kingdom), Canada,
Australia, Japan or the Republic of South Africa or to any resident
thereof, or (ii) taken or transmitted into or distributed in Japan
or to any resident thereof. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this document comes should inform
themselves about, and observe, any such restrictions.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will", or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts regarding the Company's investment
strategy, financing strategies, investment performance, results of
operations, financial condition, prospects and dividend policies of
the Company and the instruments in which it will invest. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. There are a number of factors
that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, changes
in general market conditions, legislative or regulatory changes,
changes in taxation regimes or development planning regimes, the
Company's ability to invest its cash in suitable investments on a
timely basis and the availability and cost of capital for future
investments.
The Company expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by FSMA, the AIM Rules for Companies or the
Financial Conduct Authority or other applicable laws, regulations
or rules.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval
process, which has determined that the Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Open Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAFELESLFUSESF
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