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Webb Capital Plc (WCAP)

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Thursday 17 March, 2011

Webb Capital Plc

Update re BWA Group PLC


                                                                  16 March 2011

               Webb Capital plc (`the Company'or `Webb Capital')               

                Copy of Letter to Shareholders of BWA Group PLC                 

                       Requisitioning of General Meeting                       

On 23 February 2010 Webb Capital plc (`the Company'), the PLUS Markets quoted
financial services group announced that it had written to the Directors of PLUS
quoted BWA Group plc (`BWA') to request that the Directors of BWA convene a
General Meeting at which Resolutions can be proposed to remove Mr Richard
Battersby and Mr James Butterfield as Directors and to appoint Mr Peter Webb
and Mr Dwight Mighty to serve in their place.

The letter was sent on behalf of the Company, which holds a 9.9 per cent
shareholding in BWA and Mr Peter Webb and family who hold a 14.9 per cent
shareholding.

Peter Webb has written by letter to the Directors of BWA; this letter is to be
attached to the Notice of Meeting which was due to despatched to shareholders
last evening by BWA Group.

The attached appendix contains the text of that letter.

The Directors accept responsibility for this announcement

A copy of this announcement is available on www.webbcapital.com

For further information

Webb Capital plc

Peter Webb - Chief Executive Tel: 020 7634 9510

Daniel Stewart & Co plc

Paul Shackleton / Noelle Greenaway Tel: 020 7776 6550

                                   Bow House                                   

                         1A Bow Lane, London EC4M 9EE                          

Dear Shareholder,

I am writing to explain the background to my petition to the Directors of BWA
Group plc to convene a General Meeting to consider Resolutions to remove Mr
Richard Battersby and Mr James Butterfield as Directors and to appoint myself
and Mr Dwight Mighty to serve in their place.

When the Company joined PLUS Markets in March 2010 the Board set out its
strategy as follows:

"Whilst the Directors have no bias towards a specific sector, the business (or
businesses) which the Company invests in will, it is envisaged, meet certain
conditions which, the Directors believe, will best position the Company to
maximise shareholder value. These conditions include, inter alia, a robust
business model demonstrating how shareholder value will be created and increase
over time, including the generation of strong positive cash flows, and an
experienced management team with a proven track record of success in their area
of operation. The investment opportunities which the Directors are focussing
on:

  * Are established, companies which are profitable, largely ungeared and which
    will be earnings enhancing for shareholders, capable of paying dividends
    and operating in mature markets;
   
  * Are primarily engaged in manufacturing and/or trading activities;
   
  * Are largely UK based and operating ; and
   
  * Have developed products which may require additional funding to grow"
   
Since then the Company has invested in three companies:

  * Webb Capital plc. ( a company of which I am a Director);
   
  * Charles Street Capital plc.; and
   
  * Harrogate Group plc.
   
All three companies are start up or near start up, two are essentially cash
shells and in all cases the stakes that have been acquired are small minority
interests. In the case of Charles Street Capital plc the Company has already
started to sell its investment.

It has also been announced that the Company has recently lent money to a
de-listed AIM company Zyzygy plc which it is proposed will now be converted
into equity. Again Zyzygy has no existing business but intends to' Target
investment opportunities in oil & gas, mining and media... `

None meet the majority of the investment criteria set out in the Admission
document.

It is therefore clear that, at a time when funding for growth companies is more
difficult to source than at any time I can remember; companies are crying out
for additional capital and valuations are extremely attractive, that the
Directors have not managed to find suitable investment opportunities to meet
the majority of the investment criteria they originally set out.

Additionally, I have noted that Mr Butterfield has been very busy in trying to
rescue the business of Wren Extracare Group plc, where he serves as Group
Development Director and it appears from a recent letter to Shareholders and
Creditors there has been evidence of malfeasance by a former Director and
substantial destruction of shareholder value during the time Mr Butterfield has
served on the Board.

Furthermore, the decision of Mr Battersby and Mr Butterfield to join the Board
of ex AIM Listed company Zyzygy plc on 17 January 2011 together with their
plans to re-capitalise that business using BWA funds and thereafter seek
suitable acquisitions would seem to bring them into possible conflict with the
interests of shareholders in the Company. I would ask the question `'If a
suitable investment opportunity arises which company gets to see the
opportunity?''

In summary, I do not believe that Mr Battersby and Mr Butterfield are best able
to deliver the strategy set out over 12 months ago and now have potential
conflicts of interest prejudicial to the interests of Shareholders in the
Company.

I believe there are presently many interesting opportunities to invest in
growth companies at valuations that would be attractive to shareholders in the
company. Unfortunately I do not believe that Mr Battersby and Mr Butterfield
are capable of ensuring that the Company benefits from these opportunities.

During the 15 years that I managed The Eaglet Investment Trust plc from 1993 to
2008, I received many awards that resulted from my decisions in backing
successful growth companies and thereby delivering above average returns to our
shareholders.

Similarly Dwight Mighty has experience in the world of Private Equity where
again he has helped growth companies to succeed.

In addition to our own efforts to identify attractive investment opportunities
we each have extensive personal contacts throughout the business and financial
world.

When I increased my shareholding in the Company to 14.99% in May last year, at
a premium to the underlying net assets, it was because I believed that there
was the potential for significant value to be created for shareholders.
Regrettably, I have come to the conclusion that the current Board are not
likely to prove capable of achieving significant value for shareholders and in
fact may well be conflicted in their management of the company.

I strongly believe that shareholders will benefit from a change in management
and more active investment style that Dwight and I will bring to the company. I
also believe that the company lacks the scale to properly take advantage of the
sizeable SME investment opportunity that currently exists.

Subject to shareholders supporting my appointment, I propose to increase the
funds available to the Company by raising additional equity. I am prepared to
invest additional capital of my own to support this expansion.

I would urge you to vote in favour of the Resolutions to be proposed at the
General Meeting and should you have any questions please feel free to contact
me on 020 7634 9510

Yours faithfully,

Peter Webb


                 

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