Worthington Group PLC Diversification (5415C)
17 April 2013 - 5:11PM
UK Regulatory
TIDMWRN
RNS Number : 5415C
Worthington Group PLC
17 April 2013
RNS Number: 5415C
Worthington Group Plc
17(th) April 2013
FOR IMMEDIATE RELEASE
Worthington Group Plc
Worthington Group Plc (the "Company") - Diversification
The Company has been looking at ways to diversify the Company's
activities in order to develop additional growth opportunities. It
currently has a property in Keighley and a 44% stake in Trimmings
by Design Ltd. Whilst these interests have the potential to deliver
reasonable medium term growth the Company has been looking at other
potential investments which may yield above average growth.
The Company is now pleased to announce that, as the first step
in the possible acquisition of Law Financial Ltd ("LFL"), it has
agreed to acquire a 26% stake in LFL for GBP250,000 payable in
unsecured convertible loan notes. The Company has also been granted
an option to acquire the remaining share capital of LFL. The full
acquisition would be subject to shareholder approval and compliance
with any applicable Listing Rules.
LFL, a recently incorporated company, has a number of
subsidiaries, namely Sevco 5088 Ltd, Law Capital Ltd, Litigation
Capital Ltd and Media Litigation Ltd (LFL and its subsidiaries
hereafter being referred to as the Law Financial Group). The
eventual aggregate purchase price for 100% of LFL will be GBP1m in
unsecured convertible loan notes plus 33.33% of the proceeds of any
assets, claims or rights currently owned by LFG or transferred to
LFG or Worthington pursuant to the agreement payable in
non-convertible unsecured loan notes which may be redeemed for cash
at the option of the holder at any time after six months of issue.
The Company's option to acquire the balance of the share capital of
LFL is exercisable until October 31(st) 2013.
The assets of Sevco 5088 Ltd include a claim, which has been
independently reviewed by Leading Counsel who is also a Deputy High
Court Judge, to all of the business and assets of RFC 2012 Plc
which were purchased by Sevco 5088 Limited or Sevco Scotland Ltd
from the administrators of RFC 2012 plc in June of 2012. Sevco
Scotland Ltd was subsequently renamed The Rangers Football Club
Limited and its share capital was acquired by Rangers International
Football Club Plc, the shares of which are now traded on AIM. It is
the position of Sevco 5088 Ltd that it is the rightful owner of the
business and those assets. After examination of the evidence,
Leading Counsel's advice is that there is a prima facie case to
answer.
It has also been agreed that, pursuant to the agreement certain
other related rights, assets and causes of action will be
transferred to the Law Financial Group or directly to Worthington.
Those assets include the Book, Film and Television rights to the
two takeovers of The Rangers Football Club in 2011 and 2012 as it
relates to Craig Whyte. It is intended that these rights will be
commercialised in due course.
It is LFL's intention to enter the litigation funding and
litigation funding broking markets. Litigation funding is a growing
sector of the commercial litigation market and the Company is of
the view that, in the years to come, the demand for litigation
funding within the corporate sector can only increase.
The unsecured convertible loan notes issued as part of the
consideration will only be convertible to the extent that the
holder or those acting in concert do not exceed 29.9% of the voting
capital of the Company.
The unsecured convertible loan notes will give the holder the
right, at any time within 7 years, to convert each GBP1 of those
loan notes into 20 new Ordinary fully paid shares in the Company,
subject to shareholder approval. The Company will endeavour to
obtain this approval within twelve months of the date of issue. If
approval is not obtained within twelve months, then the holders may
elect to be repaid in cash, or convert each GBP1 of the loan notes
into 10 new Ordinary fully paid shares in the Company.
Douglas Ware, Chief Executive Officer of Worthington Group Plc,
said:
"We believe that the transaction contemplated by this
announcement gives the Company a major opportunity to increase
shareholder value and thus to strengthen the Company's balance
sheet, enabling the Company to look at additional opportunities as
they arise."
Enquiries:
Douglas Ware, CEO Worthington Group Plc:
dougware@worthingtongroupplc.co.uk
Anne Alesbury, PD Cosec Limited,
Company Secretary, Worthington Group plc on 0208 940 0963
17(th) April 2013
This information is provided by RNS
The company news service from the London Stock Exchange
END
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