Information  X 
Enter a valid email address

Worldsec Ld (WSL)

  Print      Mail a friend

Friday 02 August, 2013

Worldsec Ld

Proposed Placing and Open Offer

RNS Number : 8868K
Worldsec Ld
02 August 2013
 



2 August 2013

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO US PERSONS.

This Announcement is an advertisement. It is not a prospectus and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Worldsec Limited (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the documents to be published by the Company for the purposes of the Listing Rules comprising of, a Circular together witha Summary and Securities Note and a Registration Document (together the "Prospectus") in connection with the admission of new Ordinary Shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Copies of the Prospectus will be available from the offices of TLT LLP, 20 Gresham Street, London EC2V 7JE.

Terms used in this announcement shall have the same meaning as set out in the Prospectus.

Worldsec Limited

("Worldsec" or "the Company")

 

Proposed Placing and Open Offer and Notice of Special General Meeting to vote amongst others, on a related party transaction

 

Worldsec today announces that it intends to conditionally place under the First Placing up to 30,000,000 First Placing Shares at a price of US$: 10 cents per Share, thereby raising gross proceeds of US$3.0 million, assuming full subscription.  The Company also intends to retain the right to issue up to 50,000,000 new Placing Shares at any time within a period of 12 months from the date of the Registration Document or, if earlier, the date of the next annual general meeting of the Company in 2014 by way of one or more further Placing. The First Placing is subject to a number of conditions including the Minimum Subscription of US$2.5 million being achieved.

 

The Company is providing all Qualifying Shareholders other than, subject to certain exceptions, Excluded Territory Shareholders with the opportunity to subscribe, also at US$: 10 cents per Share, for an aggregate of 13,367,290 New Shares on the basis of 1 New Share for every existing 1 Ordinary Share held at the Record Date. The Open Offer is subject to a number of conditions, including the Minimum Subscription being achieved under the First Placing.

 

The Directors and their associates who are Shareholders, are taking up their Open Offer Entitlements in full. Henry Ying Chew Cheong, the Deputy Chairman of the Company, is underwriting the Open Offer to the extent of 6,242,925 Ordinary Shares in his personal capacity.

 

Henry Ying Chew Cheong may also subscribe for up to 6,242,925 First Placing Shares in his personal capacity (depending upon the outcome of the Open Offer). Henry Ying Chew Cheong is a substantial Shareholder and a person exercising significant influence over the Company and his potential participation in the First Placing constitutes a related party transaction (the "Related Party Transaction") and is subject to  approval in advance of its completion by Shareholders (other than the related party). The maximum aggregate number of Ordinary Shares that Henry Ying Chew Cheong can subscribe for in his personal capacity as Underwriter or pursuant to the First Placing or both is 6,242,925.

 

The Circular and the Prospectus (comprising a Summary and Securities Note and a Registration Document) have been approved by the UK Listing Authority and are expected to be posted to Qualifying Shareholders shortly. The Notice of the Special General Meeting to approve certain matters necessary to implement the Placing and Open Offer and approve the Related Party Transaction is contained within the Circular.

 

A copy of the Circular and Prospectus, when posted, will be submitted to the National Storage Mechanism and be available for inspection at: www.morningstar.co.uk/uk/NSM. Ticker reference: WSL.

 

 

Highlights

 

·      Conditional First Placing and Open Offer to raise gross proceeds of US$4.3 million at a price of US$: 10 cents per Share, assuming full subscription under the First Placing.

 

·      First Placing of 30,000,000 First Placing Shares, Open Offer of 13,367,290 New Shares and the authority to issue up to 50,000,000 additional Placing Shares within the next 12 months. The Company may issue additional Placing Shares as all or part consideration on the acquisition of shares in investee companies.

 

·      Qualifying Shareholders have the opportunity to apply for 13,367,290 New Shares at the Open Offer Price under their Open Offer Entitlements on the basis of 1 New Share each for every Existing Share held by them.

 

·      The net proceeds of the First Placing and Open Offer will allow the Directors to pursue the Company's new Investment Policy focused on established small to medium sized trading companies, based mainly in Greater China and South East Asia.

 

·      The Company's new Investment Policy will constitute a material change in the Company's operations and therefore under the Listing Rules, the approval of Shareholders will be sought at the SGM.

 

·      Admission of the new Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market is expected to take place on  5 September 2013.

 

·      The Placing and Open Offer and Related Party Transaction are subject to approval by the Company's Shareholders at a Special General Meeting, which is to be held at 10.00 am on Friday, 30 August 2013 in London.  The Company's Annual General Meeting for 2013 will be held at 9.30 a.m. on the same day.

 

·      The Board of Worldsec has been strengthened by the appointment of Ernest Chiu Shun She as an Executive Director and Martyn Stuart Wells a Non-Executive Director both of whom have significant experience of making investments in China and the South East Asia. 

 

 

For further information, please contact:




Worldsec Limited


Henry Ying Chew Cheong, Deputy Chairman

Hong Kong Tel:  +852 2868 9217



Smith & Williamson Corporate Finance Limited

("Smith & Williamson")


Siobhan Sergeant, Martyn Fraser, Gareth Hughes

UK Tel: +44 (0)207 131 4000

 

 

Cautionary note regarding forward-looking statements

 

This Announcement contains certain forward-looking statements which may include reference to one or more of the following: the Company's financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditure, competitive positions, plans and objectives of management and other matters. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" or "should" or (in each case, their negative or other variations or comparable terminology). Statements in this document that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, capital needs, expected cost savings, interest costs and income, in each case relating to the Company, wherever they occur in this document, are not necessarily based on assumptions reflecting the views of Worldsec and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements should, therefore, be considered in the light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: economic and business cycles, the terms and conditions of Worldsec's financing arrangements, including fluctuations in interest rates, foreign currency rate fluctuations, competition in Worldsec's and its investee companies' principal markets, acquisitions or disposals of businesses or assets by Worldsec and trends in Worldsec's and its investee companies' principal industries and markets.

 

These forward-looking statements are not intended to give any assurances in respect of the future performance of Worldsec. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, Worldsec does not have any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules, FSMA or any law, Worldsec expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Worldsec's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur.

 

 

Important Notice

 

This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the Placing Shares or New Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The availability of the Placing and Open Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements. 

 

The Placing Shares and New Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the Placing Shares or New Shares in the United States.

 

The distribution of this Announcement and the offering of the Placing Shares and New Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Smith & Williamson that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Smith & Williamson to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 

 

This Announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.

 

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by Smith & Williamson or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. 

 

Smith & Williamson, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer, the Related Party Transaction and Admission. It will not be responsible to anyone other than the Company for providing the protections afforded to customers of Smith & Williamson or for advising any other person on the transactions and arrangements referred to herein. No representation or warranty, express or implied, is made by Smith & Williamson as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Smith & Williamson has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Smith & Williamson for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible. This summary should be read in conjunction with the full text of the announcement.

 

 

Introduction

 

Today, the Company announced it proposes to raise gross proceeds of approximately US$4.3 million (US$3.8 million net of expenses) by way of the First Placing of up to 30,000,000 First Placing Shares and the Open Offer of 13,367,290 New Shares.

 

The First Placing and Open Offer are each conditional upon, amongst other things, the approval of Shareholders at the SGM and upon the Placing & Underwriting Agreement becoming unconditional in all respects.

 

 

Background

 

Following cessation of all business operations during 2002, Worldsec pursued a strategy of realising assets into cash in order to return funds to Shareholders. A US$0.45 distribution per Share was made to the then Shareholders on 12 August 2003 followed by a second distribution of US$0.70 per share on 28 April 2004. In aggregate these distributions resulted in US$15,372,384 being returned to the then Shareholders.

 

On 6 December 2005, Grand Acumen Holdings Limited, a company in which Henry Ying Chew Cheong, the Deputy Chairman of Worldsec, is a 25 per cent. shareholder, acquired a 24.13 per cent. shareholding in the Company. At 31 December 2005, the Worldsec had remaining net assets of approximately US$2.1 million, principally comprising bank deposits and cash. Consultation with Grand Acumen Holdings Limited, and other major Shareholders, led to cessation of the asset realisation programme during 2005 and development of a new strategy whereby the Company would seek to maintain an interest in the financial services sector.

 

Since 2005, the Board has explored a number of business opportunities although ultimately none have been pursued. After careful consideration the Board now believes the future direction of the Company lies in investing in small and medium sized businesses based mainly in Greater China and South East Asia.

 

Accordingly the Directors have decided that it is in the best interests of the Company and its security holders as a whole at this time to raise new equity capital in order to facilitate creation of the new business.

 

 

Reasons for the Placings and Open Offer

 

The Company is listed under Chapter 15 of the Listing Rules as a closed ended investment company. The Company aims to make investments in unlisted companies mainly in Greater China and the South East Asia region. The Company will seek investments in companies it believes will either generate positive cash flows within two to three years or which will be suitable for listing in their own right within that period. In appropriate circumstances the Company will seek board representation on investee company boards.

 

The proceeds from the First Placing and Open Offer will enable the Company to raise investment capital to pursue this objective and service the working capital requirements thereafter. The proceeds of the First Placing and Open Offer will be invested in accordance with the Company's new Investment Policy.

 

The Company is also seeking approval from Shareholders under the Resolutions to retain the right to issue up to 50,000,000 Placing Shares (in addition to up to 30,000,000 First Placing Shares to be issued contemporaneously with the New Shares to be issued under the Open Offer) at any time and on such number of occasions as the Directors deem necessary within the period of 12 months from the date of the Registration Document or, if earlier, the date of the next annual general meeting of the Company in 2014. This means that where the Directors deem it appropriate the Company may issue new Placing Shares as all or part consideration on the acquisition of shares in investee companies.

 

This will provide the Company with an alternative to using cash and debt to fund its acquisitions. The Directors also believe that this will allow the Company to build a diverse portfolio of investments without relying on the ability to raise further cash through debt or equity issue.

 

The Minimum Subscription under the First Placing is US$2,500,000. The Directors consider that the cash proceeds of the Open Offer and the Minimum Subscription under the First Placing will provide the Company with a suitable level of cash to enable it to make its initial investments.

 

In accordance with the Investment Policy, if adopted at the SGM, any further Placing Shares issued after Admission will be issued at a price to be determined by reference to the Middle Market Price and shall not be less than 90 per cent. of that Middle Market Price.

 

On the allotment of further Placing Shares in consideration for the acquisition of shares in investee companies, the number of consideration Placing Shares to be issued shall be calculated by reference to that Middle Market Price.

 

Under the Listing Rules, the Company is unable to issue Shares at a price per Share less than the net asset value per Share unless authorised to do so by the Shareholders. Accordingly the Company is seeking this authority under the Resolutions as set out in the notice of SGM.

 

There has been no significant change in the financial or trading position of the Group since 31 December 2012, being the date of the Company's audited annual consolidated financial statements for the year ended 31 December 2012. Save for certain payables and accruals, the Company had no short term or long term debt outstanding as at 31 December 2012.

 

In the event that Shareholders do not approve any of the Resolutions other than Resolution 5, the Open Offer and First Placing will not proceed and the Company will not make any investments. In that circumstance the Board will consider whether it is appropriate for the Company to maintain its listing on the London Stock Exchange. In the event the Company de-lists Shareholders will not be able to realise their investment in the Company.

 

 

Details of the First Placing

 

Placees will be procured in accordance with the terms of the Placing & Underwriting Agreement by the Company only. Placees will subscribe for the First Placing Shares at a Placing Price of US$: 10 cents per First Placing Share. The First Placing will be subject to the same conditions as the Open Offer, as set out below in the paragraph entitled: Principal terms of the Open Offer. The First Placing comprises up to 30,000,000 First Placing Shares (representing 224.43 per cent. of Worldsec's existing ordinary share capital) and will therefore, if fully subscribed, raise gross proceeds of US$3.0 million. The First Placing Shares, assuming full subscription, will represent 52.88 per cent. of the Enlarged Share Capital.

 

The price per First Placing Share is not directly connected to the Open Offer Price. The First Placing and subsequent Placings are subject to Shareholder approval, which will be sought at the Special General Meeting.

 

 

Principal terms of the Open Offer

 

The Company is proposing to raise gross proceeds of approximately US$1.3 million by way of the Open Offer.

 

The New Shares will be offered for subscription to Qualifying Shareholders by way of Open Offer Entitlements (other than, subject to certain exceptions, Excluded Territory Shareholders), on the basis of:

1 New Share at US$: 10 cents each for every Existing Share

 

 

The Open Offer is conditional upon:

 

·      the Minimum Subscription of US$2,500,000 being achieved under the First Placing;

·      the Placing & Underwriting Agreement becoming unconditional in all respects save for the condition relating to Admission and not having been terminated in accordance with its terms;

·      Admission becoming effective by not later than 8.00 a.m. on 5 September 2013 (or such later time and date as may be agreed pursuant to the Placing & Underwriting Agreement); and

·      the passing, without amendment, of Resolutions 1, 2, 3, 4, 6, 7 and 8 as set out in the Notice of SGM.

 

If any of such conditions are not satisfied the First Placing and Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

 

The Open Offer will result in 13,367,290 New Shares being issued (representing 100 per cent. of the existing issued share capital of the Company and 23.56 per cent. of the Enlarged Share Capital). Qualifying Shareholders who take up their Open Offer Entitlements in full will suffer an immediate dilution of 52.88 per cent. to their economic interests in the Company as a result of the First Placing (assuming full subscription) but will suffer no further dilution to their interests in the Company as a result of the Open Offer. Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer an immediate dilution of 76.44 per cent. to their interests in the Company as a result of the First Placing (assuming full subscription) and the Open Offer and assuming the successful placing of all Placing Shares, a total dilution of 87.48 per cent. to their interests in the Company.

 

 

Related Party Transaction

 

Henry Ying Chew Cheong, being a Director, a substantial Shareholder and a person exercising significant influence over the Company, constitutes a related party under Listing Rule 11.1.

 

Henry Ying Chew Cheong holds 25 per cent. of the issued share capital of Grand Acumen Holdings Limited and the entire issued share capital of HC Investment Holdings Limited. HC Investment Holdings Limited and Grand Acumen Holdings Limited constitute associates of Henry Ying Chew Cheong for the purposes of Listing Rule 11.1.

 

Henry Ying Chew Cheong may subscribe for up to 6,242,925 First Placing Shares pursuant to the First Placing in his personal capacity (depending upon the outcome of the Open Offer). The possible issue of First Placing Shares to Henry Ying Chew Cheong pursuant to the First Placing constitutes a related party transaction for the purposes of Listing Rule 11 between the Company and a related party.

 

Shareholder approval is required under the Resolution 5 for the Related Party Transaction in advance of its completion by the Shareholders other than that related party, unless certain exemptions apply. Since none of the exemptions are applicable in relation to the Related Party Transaction, the proposed participation of Henry Ying Chew Cheong in the First Placing is subject to the passing of Resolution 5, which will be proposed as an ordinary resolution and will require the approval of more than 50 per cent. of the votes cast in respect of it by independent shareholders of the Company.

 

Henry Ying Chew Cheong will not, and has undertaken all reasonable steps to ensure that his associates will not, vote on Resolution 5 at the SGM and Henry Ying Chew Cheong has not taken part in the Board's consideration of this Related Party Transaction.

 

The Board considers that the Related Party Transaction is in the best interests of Shareholders as a whole because it enables Henry Ying Chew Cheong to demonstrate his long standing support of Worldsec through a further investment of up to US$624,292 pursuant to the terms of the First Placing (depending upon the outcome of the Open Offer).

 

 

Shareholder Resolutions

 

At the SGM, Shareholders will be asked to vote on eight Resolutions:

 

·      Resolution 1 seeks the approval of Shareholders to confirm, ratify and acknowledge that the ordinary resolution passed by the Company at the special general meeting held on 23 July 2003 did not have the effect of reducing the then authorised share capital of the Company.

·      Resolution 2 seeks authority for the Directors to increase the authorised share capital of the Company.

·      Resolution 3 seeks authority for the Directors to allot up to 93,367,290 Ordinary Shares.

·      Resolution 4 seeks the approval of Shareholders in accordance with the Listing Rules to the adoption of the Company's new Investment Policy.

·      Resolution 5 seeks the approval of Shareholders in accordance with Chapter 11 of the Listing Rules to the proposed Related Party Transaction with Henry Ying Chew Cheong being his possible participation in the First Placing to a maximum of 6,242,925 First Placing Shares in his personal capacity.

·      Resolution 6 seeks the consent of Shareholders to the bonus scheme.

·      Resolution 7 seeks approval for the Directors in accordance with the Listing Rules to issue Shares at a price below net asset value.

·      Resolution 8 seeks the approval of the Shareholders to the disapplication of any and all pre-emption rights under the constitution of the Company..

 

The New Shares and the Placing Shares will rank equally with the existing Ordinary Shares in issue pari passu for all purposes including dividends, interest and on a winding up of the Company.

 

 

Investment Policy

 

The Company will invest in established small to medium sized trading companies, being companies with a turnover typically between US$5 million to US$20 million, based mainly in the Greater China and South East Asian region, and thereby create a portfolio of minority investments in such companies.

 

The Company's investment objective is to achieve attractive investment returns through capital appreciation on a medium to long term horizon. The Directors consider between two to four years to be medium term and long term to be over four years. The Directors intend to build an investment portfolio of small to medium sized companies based mainly in the Greater China and South East Asian region, where economic growth is expected to remain strong. The Company may also take advantage of opportunities to invest in companies in other jurisdictions, such as the UK, which have close trading links with Greater China and South East Asia. Investments will normally be in equity or preferred equity but if appropriate convertible loans or preference shares may be utilised.

 

The Company has no intention to employ gearing, but reserves the right to gear the Company to a maximum level of 25 per cent. of the last published net asset value of the Group should circumstances arise where, in the opinion of the Directors, the use of debt would be to the advantage of the Company and the Shareholders as a whole.

 

The investment portfolio will consist primarily of unlisted companies but the Directors will also consider investing in undervalued listed companies, if and when such an opportunity arises. Where suitable opportunities are identified, investment in companies considering a stock market listing at the pre-initial public offering stage will be considered.

 

No more than 20 per cent. of the gross assets of Worldsec will be invested in any single investment. The Directors consider that opportunities will arise to invest in investee companies by the issue of new Ordinary Shares at a discount of no more than 10 per cent. of the Middle Market price at the time of agreement of their issue in exchange for new equity, preferred equity or convertible instrument in the investee company. Up to 50 million Ordinary Shares may be issued in this way, subject to the overall investment limit per investment.

 

Initial target sectors are financial services, consumer retail distribution, natural resources and infrastructure but the Company will seek to take advantage of opportunities in other sectors if these arise.

 

The Company will invest in at least five different investee companies, thereby reducing the potential impact of poor performance by any individual investment. The Directors will endeavour to identify at least two suitable investments and complete investment agreements with such investee companies within the first 12 months and complete at least five investments within two years.

 

The Company does not intend to take majority interests in any investee company, save in circumstances where the Company exercises any rights granted under legal agreements governing its investment. Each investment by the Company will be made on terms individually negotiated with each investee company, and the Company will seek to be able to exercise control over the affairs of any investee company in the event of a default by the investee company or its management of their respective obligations under the legal agreements governing each investment. Where appropriate, the Company will seek representation on the board of companies in which it invests. Where board representation is secured in an investee company, remuneration for such appointment will be paid to the benefit of the Company thereby enhancing returns on the investment. There will be no intention to be involved in the day to day management of the investee company but the skills and connections of the board representative will be applied in assisting the development of the investee company, with the intention of enhancing shareholder value. The Company will arrange no cross funding between investee companies and neither will any common treasury function operate for any investee company; each investee company will operate independently of each other investee company.

 

Where the Company has cash awaiting investment, it will seek to maximise the return on such sums through investment in floating rate notes or similar instruments with banks or other financial institutions with an investment grade rating or investment in equity securities issued by companies which have paid dividends for each of the previous three years.

 

 

Dividend Policy

 

The Board will consider a future dividend policy taking into account the Group's earnings, cash flows and balance sheet position. However, the First Placing and Open Offer are being undertaken to provide funds to create a new investment business and, in view of this, the Directors do not expect to declare any dividends in the near future, preferring to invest any returns into the future growth of the business.

 

 

Special General Meeting

 

The Company is required to obtain certain Shareholder approvals in connection with the Placing and Open Offer and the Related Party Transaction and a Special General Meeting is therefore to be held at 10.00 a.m. on 30 August 2013 at which the recommended Resolutions containing such approvals will be sought.

 

The Board considers the Placing and Open Offer and the Resolutions to be in the best interests of the Shareholders as a whole and accordingly recommends that Shareholders vote in favour of the Resolutions to be proposed at the SGM.

 

Henry Ying Chew Cheong has not taken any part in the Board's consideration of the Related Party Transaction and has confirmed that he will not vote on, and will take all reasonable steps to ensure that his associates will not vote on Resolution 5.

 

The Board intends to vote in favour of the Resolutions in respect of their own beneficial holdings amounting (as at 1 August 2013, being the latest practicable date prior to the publication of this document) to an aggregate of 7,124,365 existing, issued Ordinary Shares representing 53.30 per cent. of the existing, issued Ordinary Shares in respect of Resolutions 1, 2, 3, 4, 6, 7 and 8.

 

The Board (excluding Henry Ying Chew Cheong) intends to vote in favour of Resolution 5 (Related Party Transaction) in respect of their own beneficial holdings amounting (as at 1 August, being the latest practicable date prior to the publication of this document) to an aggregate of 198,365 existing, issued Ordinary Shares representing 1.48 per cent. of the existing, issued Ordinary Shares.

 

In addition, the Board which, in respect of the Related Party Transaction, has been so advised by Smith & Williamson, considers that the Related Party Transaction is fair and reasonable so far as the Shareholders are concerned. In providing its advice to the Board, Smith & Williamson has taken in to account the Board's commercial assessments.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS



Record Date for entitlement under the Open Offer

close of business on Thursday, 1 August

Announcement of the First Placing and the Open Offer, publication and posting of Registration Document, Summary and Securities Note, Circular, Forms of Direction and Forms of Proxy

Friday, 2 August

Despatch of Certificated Application Forms to Qualifying Certificated Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders)

Friday, 2 August

Ex-Entitlement date for the Open Offer

8.00 a.m. on Monday, 5 August

Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Territory Shareholders)

8.00 a.m. on Monday, 5 August

Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on Wednesday, 21 August

Latest time for depositing Open Offer Entitlements into CREST

3.00 p.m. on Thursday, 22 August

Latest time and date for splitting Certificated Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on Friday, 23 August

Latest time for receipt of Forms of Direction and electronic proxy appointments for Depositary Interest holders via the CREST system

10.00 a.m. on Tuesday, 27 August

Latest time for receipt of Forms of Proxy and electronic proxy appointments via the CREST system

10.00 a.m. on Wednesday, 28 August

Latest time for receipt of completed Certificated Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

11.00 a.m. on Wednesday, 28 August

Special General Meeting

10.00 a.m. on Friday, 30 August

Results of First Placing and the Open Offer announced through a Regulatory Information Service

Post SGM, Friday, 30 August

Admission and commencement of dealings in First Placing Shares and New Shares, fully paid, on the London Stock Exchange

8.00 a.m. on Thursday, 5 September

Depositary Interests in respect of New Shares expected to be credited to accounts in CREST as soon as practicable after …

8.00 a.m. on Thursday, 5 September

Expected date of despatch of definitive share certificates for the First Placing Shares and New Shares in certificated form

8.00 a.m. on Wednesday, 11 September



(1)

Each of the times and dates set out in the above timetable of principal events, and mentioned elsewhere in this Announcement may be adjusted by the Company with the agreement of Smith & Williamson, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders and Placees.

(2)

All references to times in this timetable are to London times unless otherwise stated.

 


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

a d v e r t i s e m e n t