WFCA Wfca

 
TIDMWFCA 
 
2 April 2009 
 
                                   WFCA plc 
 
                           ("WFCA" or "the Company") 
 
                               Financing Update 
 
The Company today announces that certain of its directors and Southwind Limited 
have provided GBP500,000 to the Company in the form of redeemable, unsecured loan 
notes (the "Redeemable Loan Notes") which the holders intend to convert into 
equity as outlined below. 
 
The Redeemable Loan Notes have been provided by the following parties and in 
the following amounts: 
 
Michael Richards         (Chief Executive)            GBP100,000 
 
Rodger Braidwood         (Non-Executive Director)     GBP53,000 
 
John Foley               (Non-Executive Director)     GBP47,000 
 
Southwind Limited                                     GBP300,000 
 
Southwind Limited is owned by a trust, the principal beneficiary of which is an 
adult son of Bob Morton (Non-Executive Chairman). 
 
The Redeemable Loan Notes rank pari passu with the notes issued under the terms 
of a loan note instrument executed by the Company on 4 April 2008 and 
constituting GBP1,000,000 variable rate unsecured loan notes (the "Unsecured Loan 
Notes") and, unless the Company elects to repay the Redeemable Loan Notes 
earlier without penalty, they are repayable on 31 March 2010. 
 
The Company and the holders of the Redeemable Loan Notes and the Unsecured Loan 
Notes intend to agree the conversion of these loan notes into equity at a price 
of 2 pence per ordinary share once the necessary shareholder approvals have 
been obtained at a General Meeting of the Company. 
 
Furthermore, the Company and the vendors of WFCA Integrated Limited intend to 
agree an amendment to the terms of the sale and purchase agreement, dated 14th 
March 2008, whereby any additional consideration that becomes payable will be 
payable in equity on the same terms as outlined above. Under the terms of the 
sale and purchase agreement this additional consideration cannot exceed GBP 
261,000. 
 
A circular detailing the particulars of the proposed conversions and convening 
a General Meeting seeking shareholder approval for i) the proposals and ii) a 
waiver that will be sought from the Panel on Takeovers and Mergers will be sent 
to shareholders as soon as practible. Subject to receiving the required 
conditional waiver from the Takeover panel the expected date for the general 
meeting is 7 May 2009. 
 
Under the AIM Rules, the issue of the Redeemable Loan Notes to the Directors is 
classified as a related party transaction. However, the independent directors 
consider, having consulted with Daniel Stewart (the Company's nominated 
adviser), that the terms of the Redeemable Loan Notes are fair and reasonable 
insofar as WFCA's shareholders are concerned. 
 
 
 
Further enquiries: 
 
WFCA plc 
 
Stephen Latter, Financial Director Tel: 01892 511 085 
 
Daniel Stewart & Company plc 
 
Simon Leathers/Oliver Rigby Tel: 020 7776 6550 
 
Notes to Editor: 
 
The Company was established in 1994 to create a full service advertising agency 
specialising in direct response advertising. The business grew rapidly and was 
listed on AIM in January 2006. 
 
Significant growth was gained in April 2008 with the acquisition of WFCA 
Integrated Limited a Tunbridge Wells based full service agency originally 
founded in 1996. With the Company's aim of building the business and 
accelerating growth this resulted in the achievement of gaining 28th place in 
the UK agency rankings published by Neilsen in February 2009, together with 
other significant achievements within the industry. 
 
The Company has a broad client list featuring household names and is able to 
provide a full advertising and marketing service. 
 
 
 
END 
 

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