TIDMWHL
RNS Number : 5941J
Westhouse Holdings PLC
08 August 2012
8 August 2012
Westhouse Holdings plc
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 GBP1.25 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.
Board Changes
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
christopher.getley@westhousesecurities.com www.westhousesecurities.com
Smith & Williamson Corporate Finance Limited
Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000
corpfinance@smith.williamson.co.uk www.smith.williamson.co.uk
Tim Grey Associates Limited Tel: +44 (0) 20 7871 8611
Tim Grey
tg@timgrey.org
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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