Restoration of Trading
Mercury Group PLC
13 February 2007
13 February 2007
Mercury Group plc
('Mercury' or the 'Company')
Restoration of Trading
Further to the suspension of trading in the Company's ordinary shares on 18
January 2007, the Company announces that it has created a loan note instrument
constituting £1,000,000 of Unsecured Loan Stock 2012 ('ULS') and has issued
£500,000 of ULS. The Company has received binding commitments to subscribe for
up to a further £500,000 of ULS at the Company's option up until 31 July 2007.
The subscribers for the issued and committed ULS include Pendana Limited
('Pendana'), an investment company which is ultimately owned by the Tchenguiz
Family Trust, Ethel Austin Investment Properties Limited, a major shareholder of
which is Barry Owen and his family, Corrina Limited, a company owned by Paul
Whight, REIT Asset Management, a specialist investment, finance and asset
management partnership, and White Star Property Holdings Plc ('White Star'), a
property investment company quoted on AIM. The ULS are repayable on (or, at the
Company's discretion, before) 31 January 2012 and will bear an interest rate of
two per cent. over LIBOR per annum, payable three months in arrears except that
the first payment of interest will be on the date being 18 months from the date
of creation of the loan note instrument.
The directors of Mercury have undertaken to put a resolution before shareholders
(subject to approval by the Takeover Panel) at the next general meeting to be
held by the Company to enable the ULS to become convertible into new ordinary
shares of 1p each in the Capital of the Company (to rank pari passu in all
respects with the then existing ordinary shares of 1p in the capital of the
Company) at a conversion price of 1p per share at any time thereafter prior to
31 January 2012.
Pendana and White Star hold 23.6 and 10.27 per cent. of the issued share capital
of the Company, respectively. Under the AIM Rules, Pendana and White Star are
regarded as related parties as they both hold in excess of 10 per cent. of the
issued share capital of the Company. The independent directors of Mercury
consider, having consulted with John East & Partners Limited, that the terms of
the Loan Notes are fair and reasonable insofar as the Mercury shareholders are
concerned.
The directors of Mercury have requested that the London Stock Exchange restore
the trading in the ordinary shares in the Company with immediate effect.
The directors of Mercury are pleased to announce that George Kynoch, aged 60,
has been appointed as Non-Executive Chairman of the Company and that Brian
Basham, aged 63, and Andrew Lovelady, aged 51, have been appointed as
Non-Executive Director and part time Finance Director of the Company,
respectively, with immediate effect.
Walter Goldsmith, who has been the Non-Executive Chairman of the Company since
his appointment in May 2006 will continue to act as a Non-Executive Director of
the Company.
In addition, having played a major role in the fund raising and restructuring of
the business, Simon Michaels, Finance Director, has stepped down from the Board
with immediate effect to pursue other opportunities.
Following the proposals set out above, the constitution of the Board will be:
George Kynoch, Non-Executive Chairman
Ronnie Franks, Chief Executive
Andrew Lovelady, part time Finance Director
Walter Goldsmith, Non-Executive Director
James Lugg, Non-Executive Director
Brian Basham, Non-Executive Director
Further information on the new directors
In the past five years the new directors have had the following directorships:
Current Previous
George Alexander Bryson Madwaves (UK) Ltd Benson Group Limited
Kynoch
Mountwest 146 Ltd (Muir Jetcam International
Matheson) Holdings Ltd
Muir Matheson Ltd London Marine Group Ltd
Talent Group plc PremiSys Group plc
TEP Exchange Group plc RDF Group plc
Toluna plc Tecc-Is plc
OCZ Technology Group Inc
George Kynoch was a non-executive director of Benson Group Limited and resigned
on 18 January 2005. On 6 January 2005 the company went into creditors' voluntary
liquidation. The estimated deficiency to creditors was £2.69 million.
Current Previous
Brian Arthur Accrediting Bureau for Fundraising Abbeygrove Trading
Basham Organisations Limited
Armchair Investor Limited Abraxus Investments (UK)
Limited
Daygreen Limited Homebill Limited
Equity Development Limited Intershare Limited
Equity Education Limited Mezzanine Group Plc
Equity Eye Limited Microlight Marathons
Limited
Equity Holdings Limited RIFF Net Limited
Equity Research Limited Talk (Mobile Phone Stop)
Limited
FISMA Limited The Experience Corps
Intershare Limited The QCA Educational
Trust
Liberty Data Systems Limited Tomatin Limited
White Star Property Holdings Plc Wine Net Limited
Performance Analysis Limited XSWeb Limited
The Quoted Companies Alliance
Brian Basham was a director of Abbeygrove Trading Limited prior to it going into
a voluntary creditors' liquidation on 13 May 2003. Having regard to the relevant
statement of affairs filed, the estimated deficiency as regards creditors was
£1.05 million.
Current Previous
Andrew Robert 101 OHS Limited Beetham Austin Limited
Lovelady
Actis Print Services Limited Beetham Office Hotels
Limited
Active Retail Antrim Fund General Chartfront Jupiter Limited
Partner) Limited
Active Retail Rookery Fund (General City Quays (Chester)
Partner) Limited Management Company Limited
Alabama Land Limited Coolrate Limited
Austin Bilton Properties (Crosby) Delamere Palatine Limited
Limited
Austin Dransfield Morpeth Limited EB Homes Ltd
Austin Emery Estates Ltd Erleygrove Limited
Austin Emery Investments Limited Fellgate Properties
(Chester) Limited
Austin GBB (Oswestry) Limited GBI Systems Limited
Austin Hill Property Investments Grendale Developments
Limited (Darlington) Limited
Austin Owen Properties Limited Grendale Developments
(Portrack) Limited
Austin Park Estate Limited Grendale (Felling) Limited
Austin Sefton Developments Limited HGA Limited
Austin Sefton Holdings Limited Pacific Property
Developments Limited
Austin Sefton Investments Limited Riverside Arena Limited
Austin Trinity Chepstow Limited Stretton Palatine
(Middlewich) Limited
Austin Trinity Hotels Limited
Austin Trinity Leominster Limited
Barlows Autozone Limited
Barlows Eastbourne Holdings
Limited
Barlows Falkirk Limited
Beetham Equities Limited
Beetham Great Bridgewater Street
Limited
Blakeshall Estates Limited
Breezeclip Limited
Brickstamp Limited
Bunbury Properties Limited
Carolina Land Limited
Chartbranch Limited
Chartbranch (Chapel En Le Frith)
Limited
Chartbranch (Ripon) Limited
Chartfront Developments Limited
Chartfront Group Limited
Chartfront Investments Limited
Chartfront Jupiter Limited
Chester Business Park Management
Company Limited
Choicestall Limited
Clerkdiary Limited
Cobra Gal (Holdings) Limited
Cobra London Markets Limited
Coretrend Limited
Crestnight Limited
CRLS Nominees Limited
Datarapid Limited
Delamere Easi Limited
Easycrown Properties Limited
Eastern Gate Properties Limited
Elm Park Developments Limited
Ethel Austin (I) Limited
Ethel Austin (II) Limited
Ethel Austin (III) Limited
Ethel Austin Commercial Properties
Limited
Ethel Austin Investments Limited
Ethel Austin Investment Properties
Limited
Ethel Austin Investment Properties
(Falmouth) Limited
Ethel Austin Investment Properties
(Foregate Street) Limited
Ethel Austin Properties Limited
Ethel Austin Properties Holdings
Limited
Ethel Austin Properties Nominees
Limited
Ethel Austin Regeneration
(Latchford) Limited
Ethel Austin (Rose Place) Limited
Ethel Austin (Sefton) Limited
Ethel Austin Shared Investments
Limited
Evans Easyspace (Chester) Limited
Fellgate Properties (Minerva Court)
Limited
Flightdrive Limited
Flintshire Industrial Developments
Limited
Gardenbook Holdings Limited
Gardenbook Leicester Limited
Gardenbook Projects Limited
Gardenbook Properties Limited
Gladstone Projects Limited
Goldrock Investments Limited
Goldrock Investment Properties
Limited
Goldrock Property Investments
Limited
Granddream Limited
Hallco 1038 Limited
Hansan Limited
Knightbrook Limited
Lanchester Investments Limited
Lanchester Securities Limited
Landfolder Limited
Library Estates Limited
Lightbanner Limited
Lightbanner Investments Limited
Lightbanner (Manchester) Limited
Lightbanner (Stratford) Limited
Linden Stourport Limited
Linenhall Chester Limited
Linenhall Developments Limited
Linenhall Holdings Limited
Liverpool Charity and Voluntary
Services
Liverpool Society of Chartered
Accountants
London and Palatine Estates
Limited
London and Palatine (Northwich)
Limited
London & Palatine Saltney Limited
London & Palatine Spring Gardens
Limited
Magnetvital Limited
Mapfield Properties Limited
Maritime Park Developments Limited
Market Cross Properties (Selby)
Limited
Mason Owen Regeneration Limited
Med Kitchen Properties Limited
Med Kitchen Restaurants Limited
Mersey and Metropolitan Developments
Limited
Minster Mill Limited
Modelform Limited
Mollington Developments Limited
Morpeth II Limited
MP Nantwich Limited
Muller Palatine Properties Limited
Oakgate (Hereford) Limited
Oakgate (Williamson Square)
Limited
Office Village Management Company
Limited
Plas Madoc Developments Limited
Plas Madoc Estates Limited
Plas Madoc Group Limited
Quarry Properties Limited
Riverguide Limited
Rocket Centre Properties Limited
Rufus Estates (Boughton) Limited
Saxon Cross Properties Limited
Seamoor Investments Limited
Signature House Properties Limited
Sitequest Estates Limited
Sitequest Properties Limited
Stampscreen Limited
Stone Place Hoole Limited
Stour Vale Limited
Stripemicro Limited
Stripepearl Limited
Switant Investments Limited
Telegraph Properties (Kirkby)
Limited
The Day Spa Properties (UK)
Limited
Watermill Estates Limited
Waterville Investments Limited
Woodbury Park Limited
ZA Properties Limited
Andrew Lovelady was appointed a director of Actis Print Services Limited
(company number 04493996) on 30 November 2003. Actis Print Services Limited went
into administration on 14 June 2006. Ethel Austin Property Group was a major
shareholder. The company ceased to trade due to debts and the administration and
liquidation is ongoing.
Mr Kynoch, Mr Basham and Mr Lovelady have confirmed that there is no further
information required to be disclosed under paragraph 17 of the AIM Rules.
For enquiries: 020 7393 4001
Mercury Group plc
Walter Goldsmith (non-executive director) 020 7628 2200
John East & Partners Limited 020 7457 2020
David Worlidge/Simon Clements
College Hill Associates
Jamie Ramsay
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