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West Pioneer Props (WPR)

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Tuesday 26 March, 2013

West Pioneer Props

Proposed cancellation of trading on AIM

RNS Number : 8300A
West Pioneer Properties Limited
26 March 2013
 



 

Press release

26 March 2013

 

West Pioneer Properties Ltd.

 

("WPR" or the "Company")

 

Proposed cancellation of trading on AIM and Bridgewell Proposal

 

The Company today announces that it intends to seek shareholder approval for the cancellation of admission of its Ordinary Shares to trading on AIM (the "Cancellation").

 

Under the AIM Rules, it is a requirement that any cancellation of admission to trading on AIM must be approved by not less than 75 per cent. of votes cast by shareholders voting in a general meeting. Accordingly, the Company is today sending to shareholders a circular and notice of general meeting (the "Circular") convening the general meeting to be held on 25 April 2013 ("General Meeting" or "GM") at which a special resolution will be proposed to approve the Cancellation, among others. The Circular will be available shortly on the Company's website at www.west-pioneer.com.

 

Strategy following the Delisting

 

Conditional on Delisting, the Board intends to undertake a corporate restructuring of the Group which, subject to regulatory approvals and favourable market conditions and if implemented successfully, would result in the Group being headed by an Indian company listed on a recognised stock exchange in India ("MergedCo"). It is the Board's intention that Shareholders will hold substantially the same percentage holding in the resulting Indian company, MergedCo, after Amalgamation as they do in West Pioneer prior to the Amalgamation. Further details of the strategy post Cancellation are set out below.

 

Bridgewell Proposal

 

Those Shareholders who do not wish to retain all or part of their holding in the Company can sell their Ordinary Shares at a price of 11 pence per Ordinary Share to the Bridgewell Parties under the Bridgewell Proposal. Bridgewell is a shareholder of Winmore, the Company's majority Shareholder, and is considered to be acting in concert with Winmore. Further details of the Bridgewell Proposal are set out below. The Bridgewell Proposal is conditional on approval of the Delisting at the GM. The Independent Directors' views on the Bridgewell Proposal are set out below. Any valid instructions to transfer Ordinary Shares received by the Bridgewell Parties' brokers prior to the close of the General Meeting will not be executed unless or until after the Resolutions are passed at the General Meeting.

 

If you wish to accept the Bridgewell Proposal from the Bridgewell Parties to purchase your Ordinary Shares, you should direct your broker to contact the Bridgewell Parties' brokers, Tony Tharian or Naseer Dean of Eden Financial at 88 Wood Street, London, E2 7QR, United Kingdom or on 0207 523 8000.

 

Irrevocables

 

The Company has received irrevocable undertakings from Shareholders who hold, in aggregate, 64,593,089 Ordinary Shares at the date of this document, representing 80.78 per cent. of the current issued ordinary share capital of West Pioneer, that they will (i) vote in favour of the Resolutions and (ii) not accept the Bridgewell Proposal.  The irrevocable undertakings will lapse four months after the date they were each signed.

 

This means that, provided there is no unforeseen delay to the expected timetable of events, the Resolutions will be passed and that the Cancellation will occur.

 

Effect of cancellation

 

Following the Delisting, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.

 

However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the Registered Office at CCS Management Limited, Sea Meadow House, Blackburne Highway, Road Town, Tortola, BVI.

 



Notice of General Meeting

 

The General Meeting will be held at the offices of Jones Day, 21 Tudor Street, London, EC4Y 0DJ, United Kingdom at 2.00 p.m. on 25 April 2013. Should the Cancellation be approved at the General Meeting, it is expected that it will take effect at 7.00am on Monday 13 May 2013.

 

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Circular.

 

 EXPECTED TIMETABLE OF PRINCIPAL EVENTS



Publication of this document

26 March 2013

Latest time and date for receipt of Forms of Instruction

Close of business on 22 April 2013

Latest time and date for receipt of Forms of Proxy

2.00 p.m. on 23 April 2013

Date and time of General Meeting

2.00 p.m. on 25 April 2013

Expected last day for trading of the Ordinary Shares on AIM

10 May 2013

Expected time and date that admission of the Ordinary Shares to trading on AIM will be cancelled

7.00 a.m. on 13 May 2013

Cancellation of Depositary Interests

17 May 2013

Transfer of Depositary Interests to the Ordinary Share register held by the Company's Registrar

24 May 2013

Termination of Ordinary Share register held by the Company's Registrar and transfer to West Pioneer

24 May 2013

 
Notes:

(1)        References to times in this document are to times in London unless otherwise stated.

(2)        Dates set against events that are expected to occur after the expected date of the General Meeting assume that the General Meeting is not adjourned and that the Resolutions are passed at the General Meeting.

(3)        All of the above times and dates are subject to change at the Company's discretion.  If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service recognised by the London Stock Exchange.

(4)        The Delisting requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

 

For further information:

West Pioneer Properties Limited


Nitin Dattani, Executive Director

Tel: +44 (0) 20 8424 0690

 

Shore Capital & Corporate Limited


Anita Ghanekar / Edward Mansfield

Tel: +44 (0) 20 7408 4090

 

Media enquiries:

Abchurch Communications


Sarah Hollins / Joanne Shears

Tel: +44 (0) 20 7398 7709

[email protected]

www.abchurch-group.com

 

 

The following information is extracted from a circular to Shareholders (the "Circular") expected to be posted today.

 

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

Part I:  LETTER FROM THE CHAIRMAN WEST PIONEER PROPERTIES LTD.

 

INTRODUCTION

Earlier today, the Company announced that it intends to seek Shareholder approval to cancel the admission of its Ordinary Shares to trading on AIM.

The purpose of this letter is to set out the background to and reasons for the Cancellation, provide additional information on the implications of the Delisting for the Company and Shareholders and set out why the Directors believe the Delisting to be in the best interests of Shareholders as a whole and are seeking Shareholders' approval at the General Meeting convened for this purpose. The Notice of General Meeting is set out at the end of this document.

Conditional on Delisting, the Board intends to undertake a corporate restructuring of the Group which, if implemented successfully, would result in the Group being headed by an Indian company listed on a recognised stock exchange in India ("MergedCo").

Those Shareholders who do not wish to retain all or part of their holding in the Company can sell their Ordinary Shares at a price of 11 pence per Ordinary Share to the Bridgewell Parties under the Bridgewell Proposal. Bridgewell is a shareholder of Winmore, the Company's majority Shareholder, and is considered to be acting in concert with Winmore. The Bridgewell Proposal is conditional on approval of the Delisting at the GM. The Independent Directors' views on the Bridgewell Proposal are set out in Part II below.

BACKGROUND AND Rationale for the proposed Delisting

West Pioneer was originally incorporated on 5 September 2006 and was admitted to trading on AIM on 13 December 2006 to pursue construction opportunities in the growing organised retail and leisure sector in India. Since Admission, the Company has developed its site at Kalyan on the outskirts of Mumbai. A shopping mall at the site was opened in April 2008 and the Directors intend to expand the site by the addition of a residential development of in excess of 800,000 square feet and commercial office space of 68,000 square feet, resulting in a retail-led mixed use complex of in excess of 1.3 million square feet. The Company has also acquired two 17 acre sites in the tier II cities of Aurangabad and Nashik.

The global financial crisis which commenced shortly after the opening of the Kalyan Mall has had an impact on the Company. The Company has also been operating during a period of difficulty for the nascent Indian organised retail sector whilst large scale construction projects in India have continued to remain challenging.  Despite an adverse operating environment, significant progress has been made in meeting the Company's objectives.

Against this background, the Board has conducted a review of the benefits and drawbacks to the Group retaining its listing on AIM and maintaining its existing corporate structure. The Board has concluded that it would be in the best interests of Shareholders for the Company to seek cancellation of its Ordinary Shares from trading on AIM. In undertaking this analysis, the Directors have considered the following key factors:

·      Limited stock market appreciation of the Company's business.

·      Liquidity in the Ordinary Shares has declined over the past two years.  This has been exacerbated by the concentration of the Company's Shareholder base, with 62.8 per cent. of the Company's Ordinary Shares not being held in public hands (as defined by the AIM Rules). The resulting limited trading liquidity in the Ordinary Shares is demonstrated by the fact that in the calendar year to date there have only been 16 trades in the Company's Ordinary Shares totalling £21,785.80 in value.

·      The costs and regulatory burden associated with maintaining Admission.

STRATEGY FOLLOWING THE Delisting

It is the Board's intention, subject to the successful completion of the Delisting, regulatory approvals and favourable market conditions, to streamline the Group's corporate structure by amalgamating the Company and its Mauritian subsidiaries, West Brick Investment Limited and West Brick Properties Limited, with an Indian registered company, yet to be identified ("ListCo"), whose shares are listed for trading on a recognised stock exchange in India (the "Amalgamation"). Pursuant to the proposed Amalgamation, Shareholders retaining their Ordinary Shares would receive shares in ListCo in exchange for their Ordinary Shares in a ratio to be determined by independent valuations of West Pioneer and ListCo prior to the Amalgamation. It is the Board's intention that Shareholders will hold substantially the same percentage holding in the resulting Indian company, MergedCo, after Amalgamation as they do in West Pioneer prior to the Amalgamation.

The Group will continue to progress its existing developments in Kalyan, Aurangabad and Nashik in India and look to pursue similar mixed use development in tier II cities, where the Board believes rapid growth and competitive land pricing is more achievable than in established tier I cities and their suburbs.

In addition, following the Amalgamation, as an Indian company, MergedCo would not be subject to the Indian foreign direct investment regulations which to date have limited the Group to large construction projects which can often take significant time to execute and realise any returns. The Board believes the ability to invest in smaller short term projects alongside existing and future large construction projects could be beneficial to shareholders of MergedCo. The Board believes that smaller short term projects can reduce the risk for shareholders in MergedCo as smaller land parcels are easier to source and can be completed comparatively expeditiously, consequently reducing execution risk, the risk of cost overruns arising from rising material prices and potentially providing a quicker return on investments.

bRIDGEWELL PROPOSAL

As there will no longer be a market facility for dealing in Ordinary Shares following the Cancellation, the Independent Directors have discussed with the Board the provision of a cash proposal to Shareholders to provide them with an opportunity to realise their investment through a sale of their Ordinary Shares.

Accordingly, the Bridgewell Parties have agreed to acquire Ordinary Shares from any Shareholders wishing to sell their Ordinary Shares. Under the Bridgewell Proposal, the Bridgewell Parties will acquire such Ordinary Shares at a price of 11 pence per Ordinary Share. The Independent Directors' views on the Bridgewell Proposal are set out in Part II below.

The Bridgewell Proposal provides Shareholders with the opportunity to either (i) retain their Ordinary Shares with the prospect of, following the successful completion of the Amalgamation, holding shares in a merged entity which can be traded on a recognised stock exchange in India or (ii) receive 11 pence in cash per Ordinary Share.

 

The Bridgewell Proposal is conditional upon the passing of the Resolutions at the General Meeting. Any valid instructions to transfer Ordinary Shares received by the Bridgewell Parties' brokers prior to the close of the General Meeting will not be executed unless or until after the Resolutions are passed at the General Meeting. Subject to the passing of the Resolutions at the General Meeting, the Bridgewell Parties have committed to acquiring Ordinary Shares from Shareholders wishing to sell up until 10 May 2013.

If you wish to accept the Bridgewell Proposal from the Bridgewell Parties to purchase your Ordinary Shares, you should direct your broker to contact the Bridgewell Parties' brokers, Tony Tharian or Naseer Dean of Eden Financial at 88 Wood Street, London, E2 7QR, United Kingdom or on 0207 523 8000.

Process for Delisting

In accordance with Rule 41 of the AIM Rules, the Company has today notified the London Stock Exchange of the Delisting, giving at least twenty Business Days' notice. Under the AIM Rules, it is a requirement that any cancellation of admission to trading on AIM must be approved by not less than 75 per cent. of votes cast by shareholders voting in a general meeting. Accordingly, the Notice of General Meeting set out at the end of this document contains the Resolutions to approve the Cancellation and consequential amendments to the Company's Articles of Association.

Subject to the Resolutions being passed at the General Meeting, trading in the West Pioneer's Ordinary Shares will continue on AIM for 10 Business Days after the General Meeting to provide Shareholders wishing to sell their Ordinary Shares the opportunity to take up the Bridgewell Proposal. If the Resolutions are approved, it is expected that the Delisting will take effect at 7:00 a.m. on 13 May 2013.

Effect of cancellation

Following the Delisting, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.

However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the Registered Office at CCS Management Limited, Sea Meadow House, Blackburne Highway, Road Town, Tortola, BVI.

If the Resolutions are passed and the Delisting becomes effective, it is the intention of the Board to cancel the Company's CREST facility so that Ordinary Shares may only be held in certificated form.  Those Shareholders who currently hold Ordinary Shares in uncertificated form in CREST will, following the Delisting becoming effective, be sent a share certificate for those Ordinary Shares which were previously held in uncertificated form and such share certificates will be despatched by 27 May 2013.

Upon the Delisting becoming effective, the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules. The Company would not be bound to announce material events or its annual or interim results. Following the Delisting, while the Company will be required to maintain such financial records as would enable the Company's financial situation to be determined with reasonable accuracy, such accounts will not need to be filed or provided to Shareholders, and general meetings will be held at the discretion of the Company, any requisitioning Shareholders or the Directors in accordance with the Company's Articles of Association.

irrevocable undertakings

The Company has received irrevocable undertakings from Shareholders who hold, in aggregate, 64,593,089 Ordinary Shares at the date of this document, representing 80.78 per cent. of the current issued ordinary share capital of West Pioneer, that they will (i) vote in favour of the Resolutions and (ii) not accept the Bridgewell Proposal.  The irrevocable undertakings will lapse four months after the date they were each signed.

This means that, provided there is no unforeseen delay to the expected timetable of events, the Resolutions will be passed and the Cancellation will occur.

city code

Although the Ordinary Shares are admitted to trading on AIM, because the Company's registered office is in BVI the City Code does not currently apply to the Company. Accordingly, the Company is not subject to takeover regulation in the United Kingdom under the City Code. Investors should be aware in particular that the protections afforded to shareholders by the City Code which are designed to regulate the way in which an offer by a company to acquire shares in a listed company is conducted will not be available, save to the extent that such protections have been incorporated into the Company's Articles of Association. 

TAXATION

If you are in any doubt about your tax position, and/or you are subject to taxation in any jurisdiction outside the United Kingdom, you should consult an appropriate authorised independent financial adviser immediately. You should note that following the Delisting the Ordinary Shares will no longer be quoted on AIM or, until the successful completion of the Amalgamation, on a recognised stock exchange in India.

General Meeting

Set out at the end of this document is the Notice of General Meeting to be held at the offices of Jones Day, 21 Tudor Street, London, EC4Y 0DJ, United Kingdom at 2.00 p.m. on 25 April 2013 at which the Resolutions will be put to Shareholders.

The purpose of the Resolutions is to approve both the Delisting and the proposed amendments to the Articles of Association to facilitate the Amalgamation and the Bridgewell Proposal.

It is proposed that the Company amend and restate its memorandum and articles of association (the "Current M&As") with a new form of memorandum and articles (the "Amended M&As") more suited to a private company limited by shares which is not listed on a recognised exchange. As a result of such amendment and restatement, certain rights and obligations set out in the Current M&As will not be replicated in the Amended M&As, including (without limitation) the right of pre-emption on issues of shares; provisions relating to depository interests and uncertificated shares; provisions relating to disclosure of interests in shares; the requirement to hold an annual general meeting; the provisions detailing the conduct of general meetings will be simplified; the requirement for Directors to retire by rotation; Directors may vote on transactions in which they are interested and provided they have disclosed their interests to the Company then those transactions will be valid (and a general disclosure of interests will be valid notice); provisions relating to the borrowing of money by the Company will be simplified (giving the Directors the right to incur borrowing and grant security on behalf of the Company provided they are acting within the scope of their fiduciary duties); the Company will not be required by law to appoint a secretary; provisions relating to dividends will be simplified (in that the Directors may declare and pay dividends provided that they are satisfied that the Company will, immediately following payment of the dividend, satisfy the solvency test set out in section 56 of the BVI Business Companies Act, 2004); and the equivalent provisions to those set out in Rule 9 of the City Code regarding mandatory offers (which had, to a large extent, been replicated in the Current M&As) will no longer be included in the Amended M&As.

As Bridgewell is a shareholder of Winmore, and both companies are ultimately controlled by the same persons, they are deemed to be acting in concert with each other for the purposes of the mandatory offer provisions incorporated into the Current M&As.  The removal of these provisions will therefore enable the Bridgewell Parties to make the Bridgewell Proposal to Shareholders without potentially triggering a requirement to make a mandatory offer for the entire share capital of the Company.

Action to be taken

Enclosed with this document is a Form of Proxy. Whether or not you propose to attend the GM personally, you are urged to complete and return the Form of Proxy to Computershare Investor Services (Jersey) Limited, C/O The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event to be received not later than 2.00 p.m. on 23 April 2013.

If you hold your interests in Ordinary Shares in the form of Depositary Interests, you should either lodge your vote via the CREST system or return the Form of Instruction sent to you in accordance with the instructions printed thereon as soon as possible but in any event to be received not later than close of business on 22 April 2013.

The return of a Form of Proxy or Form of Instruction will not preclude you from attending and voting at the GM in person should you wish to do so.  Shareholders who wish to attend in person should contact Computershare Investor Services (Jersey) Limited, C/O The Pavilions, Bridgwater Road, Bristol, BS99 6ZY in advance to confirm what identity documents they should bring with them and to complete a form of representation (available on request from Computershare Investor Services (Jersey) Limited) if necessary.  Holders of Depositary Interests should contact the Registrar at [email protected] to request a letter of representation.

If you are in any doubt about the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or if not, from another appropriately authorised independent financial adviser.

Recommendation to Shareholders

The Directors are of the opinion that the Delisting is in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM as they and persons connected with them have irrevocably undertaken to do in respect of their own beneficial holdings which amount in aggregate to 51,683,653 Ordinary Shares representing 64.64 per cent. of the issued Ordinary Shares.

In addition, and as mentioned above, the Company has also received irrevocable undertakings to vote in favour of the Resolutions in respect of a further 12,909,436 Ordinary Shares, representing 16.14 per cent. of the issued Ordinary Shares. When taken together this amounts in aggregate to 64,593,089 Ordinary Shares representing 80.78 per cent. of the issued Ordinary Shares.

PART II:  LETTER FROM THE INDEPENDENT DIRECTORS WEST PIONEER PROPERTIES LTD.

 

As set out in the letter from the Chairman of West Pioneer in Part I above, the Company has announced that it intends to seek Shareholder approval to cancel the admission of Ordinary Shares to trading on AIM. The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. The Company has received irrevocable commitments from over 75 per cent. of its Shareholders to vote in favour of the Resolutions to cancel the admission of Ordinary Shares to trading on AIM.  Shareholders should, therefore, expect the Resolutions to be passed, provided there are no unforeseen delays to the expected timetable of events.

As there will no longer be a market facility for dealing in Ordinary Shares following the Cancellation, the Independent Directors have discussed with the Board the provision of a cash proposal to Shareholders to provide them with an opportunity to realise their investment through a sale of their Ordinary Shares. 

Accordingly, the Bridgewell Parties have agreed to acquire Ordinary Shares from any Shareholders wishing to sell their Ordinary Shares at a price of 11 pence per Ordinary Share.

Factors for consideration by Shareholders in evaluating the Bridgewell Proposal

In order to assist Shareholders in their assessment of the Bridgewell Proposal, the Independent Directors have taken advice from India Advisory Partners Limited. In providing advice to the Independent Directors, India Advisory Partners Limited has relied upon the commercial assessments of the Independent Directors.

1.1        Arguments for not accepting the Bridgewell Proposal

Price

The price of 11 pence per Ordinary Share under the Bridgewell Proposal represents a premium of approximately 29.4 per cent. to the Closing Price of 8.50 pence per Ordinary Share on 25 March 2013 (being the last Business Day before publication of this document, and a premium of approximately 16.8 per cent. to the average price of approximately 9.42 pence per Ordinary Share over the 12 months preceding 25 March 2013.

The Bridgewell Proposal price represents a discount of approximately 75.88 per cent. to West Pioneer's current net asset value of 45.6 pence per Ordinary Share as at 30 September 2012.1 

Consequently, there may be further significant value in West Pioneer that is not reflected in the Bridgewell Proposal price, particularly in relation to West Pioneer's development pipeline and ability to capture additional opportunities leveraging its reputation and main Shareholders' support. By accepting the Bridgewell Proposal, Shareholders will not have the opportunity to benefit from any future uplift in value and any consequent capital returns to Shareholders.

Amalgamation and future potential listing on a recognised stock exchange in India

Subject to the successful completion of the Amalgamation, Shareholders will become shareholders in MergedCo, which will be listed on a recognised stock exchange in India.  Acceptance of the Bridgewell Proposal will therefore preclude Shareholders from potentially becoming shareholders in MergedCo and participating in any potential rise in the MergedCo share price as a result of greater investment opportunities available to the Group including smaller, short term projects, which were previously unavailable to it as a result of the foreign direct investment regulations, which the Board believes could generate faster and higher returns for Shareholders. Shareholders should note that share prices can go down as well as up.

1 Net asset value in pence per Ordinary Share is calculated from the Company's net assets as at 30 September 2012 of $55.4 million using an exchange rate of $1:£0.6581 as quoted by Bloomberg at 11.00 a.m. (London time) on 22 March 2013 (the latest practicable date prior to publication of the Circular).



2.2        Arguments for accepting the Bridgewell Proposal

Cash exit

The Bridgewell Proposal provides a certain cash exit for Shareholders in the near term and would eliminate the investment risks and uncertainties associated with holding Ordinary Shares.  The ability to realise West Pioneer's assets and the value at which they could be realised is uncertain and dependent upon various factors, including (i) the success of the Amalgamation; (ii) the marketability of such assets; (iii) the availability and pricing of similar assets in the market; and (iv) the economic environment in India.

Impact of Cancellation

Upon the Delisting becoming effective, the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

Controlling Shareholder

Shareholders retaining their stake will, until the implementation of the Amalgamation, be shareholders in a private company controlled by Winmore and its concert parties who will be able to control the operational decisions of the Company.

As at the date of this document, Winmore holds 62.55 per cent. of the issued share capital of West Pioneer. As a result of the Bridgewell Proposal, Winmore and its concert parties, including Bridgewell, may become interested in over 75 per cent. of the issued share capital of West Pioneer, enabling them to pass special resolutions of West Pioneer including the passing of amendments to West Pioneer's Articles of Association to affect the rights attaching to Ordinary Shares.

Liquidity

The Ordinary Shares have been largely illiquid over the past two years and if Shareholders do not accept the Bridgewell Proposal it is possible that they might be unable to sell their Ordinary Shares. Additionally, even if the Amalgamation is completed successfully, Shareholders may not be able to realise their MergedCo shares at a price equivalent to that available under the Bridgewell Proposal for some time, if at all.

Implementation and success of future strategy

There is no guarantee that the Amalgamation will be implemented successfully or at all, or that such plans will produce any future returns for Shareholders. There is no assurance that the Amalgamation will be implemented as currently contemplated in a timely fashion or at all.

If the Amalgamation is not successful or circumstances otherwise change, the Board's future plans for the Group cannot be certain. Should Winmore and its concert parties decide to finance the Group's future business by means of equity finance, this may result in significant dilution of minority Shareholders, save to the extent that they are able to take up any Ordinary Shares offered on a pre-emptive basis.

Position of the Independent Directors

Hugh Sandeman, the only Independent Director who holds Ordinary Shares, intends, based on his own personal circumstances, to retain his beneficial holding of 50,000 Ordinary Shares, representing approximately 0.06 per cent. of the entire issued ordinary share capital of West Pioneer and has signed an irrevocable undertaking to not accept the Bridgewell Proposal. This decision is based on Mr. Sandeman's personal investment preferences and should not be interpreted as a reflection on the Bridgewell Proposal.

Opinion of the Independent Directors

The Independent Directors consider that the Bridgewell Proposal undervalues Ordinary Shares as evidenced by the discount of approximately 75.88 per cent. to West Pioneer's estimated net asset value of 45.6 pence per Ordinary Share as at 30 September 2012.2  The Independent Directors do, however, recommend that those Shareholders who wish to sell their Ordinary Shares accept the Bridgewell Proposal. The Independent Directors suggest that Shareholders should carefully consider their own individual circumstances in determining whether or not they should accept the Bridgewell Proposal.

There may be other factors relevant to the personal circumstances of Shareholders which each Shareholder needs to consider before deciding whether the Bridgewell Proposal merits acceptance in whole or in part.  IF YOU ARE IN ANY DOUBT ABOUT THE BRIDGEWELL PROPOSAL OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM, OR IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

  

2 Net asset value in pence per Ordinary Share is calculated from the Company's net assets as at 30 September 2012 of

$55.4 million using an exchange rate of $1:£0.6581 as quoted by Bloomberg at 11.00 a.m. (London time) on 22 March 2013 (the latest practicable date prior to publication of the Circular).


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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