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Worthington Group (WRN)

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Tuesday 31 March, 2015

Worthington Group

Update in relation to acquisitions and relisting

RNS Number : 0407J
Worthington Group PLC
31 March 2015

Worthington Group plc ("the Company" or "Worthington")

31st March 2015


Update in relation to acquisitions and relisting


The Company remains confident of completing the transactions referred to in its announcement dated 9th January 2015, completion of which is subject to the resumption of trading in the Company's shares. In addition, the Company has entered into negotiations to acquire substantial gold producing assets to add to its mining interests. The Company's total interests will be split into five primary divisions: mining; energy; media and entertainment; litigation; and property.


The mining division is therefore expected to include substantial interests in coal production, rare earth exploration and substantial gold production. The proven coal reserves alone exceed 250 million tons.


The energy division is expected to include shale gas exploration in the United States and oil and gas exploration in Africa. This division will also include the Company's planned clean energy acquisition.


The media and entertainment division is expected to include the portfolio of interests announced on 29th September 2014 and further related acquisitions. In addition, since 9 January, the Company has agreed, in principle, to acquire a substantial interest in a revolutionary new music business supported by leading figures in the entertainment industry.


The Company's property division is expected to include a £300 million UK development project, a significant leisure complex in Scotland and substantial overseas property.


Until such time as the Company has, either been approved for relisting, or merged with another company already admitted to trading, the owners of the businesses in question have asked for the terms of the transactions to remain confidential because, without a resumption of trading in the Company shares, the deals themselves will not complete.


In relation to the application for the relisting of Worthington on the main market of the London Stock Exchange, the Company has received further guidance from the FCA relating to the Company's proposed application for re-listing. It is the current view of the FCA that Worthington is an investment entity and should therefore potentially apply for listing under Rule 15 for Premium List companies as opposed to Rule 14 for Standard List commercial companies. This particular category would not suit Worthington for two reasons. Firstly, the class test rules would restrict Worthington's ability to make the size of acquisitions that the Company has identified. And secondly, Worthington would have to manage its interests effectively as an investment fund, with a more passive hands off approach.


The Company is therefore pleased to inform shareholders that it has been negotiating to merge with an overseas listed company on terms that would represent a significant premium to the Company's suspended share price. Assuming a successful outcome to the negotiations, the merged company will be traded on three European exchanges as well as in the United States. It is expected that the merged company would also apply for a secondary listing in London.


The Company expects to be able to announce the outcome of these negotiations before the end of April.


The Company's new website will be available for viewing on Monday 6th April.


Doug Ware, CEO of Worthington, commented "We are pleased that our plans to develop Worthington into a 21st century conglomerate with substantial international interests are now reaching fruition. In today's global market, there are considerable benefits to being a genuinely international company, traded by investors around the world. The pipeline of deals that we are reviewing continues to grow and, along with our shareholders, we are impatient to ensure that the Company's shares are back trading again, so that we can complete these acquisitions as soon as possible. The benefit of the planned merger, as well as adding significant value to shareholders, is to ensure that completion of the deals can take place before we run the risk of losing any of the acquisitions that we have successfully negotiated".


About Worthington Group Plc ("Worthington")  

Worthington (Stock Exchange LSE: WRN) is a British investment company that  celebrates its 61st anniversary as a London Stock Exchange main market listed company this year. The Company has four areas of investment focus: property, litigation claims, new economy and emerging markets. The Company believes that exceptional shareholder returns can be achieved by utilising its main market Sterling paper to acquire investments in these sectors worldwide.


Note: Forward-looking statements contained in this announcement, including Worthington's strategy and plans, as well as expectations for future revenue and earnings, reflect Worthington's   current views and assumptions with respect to future events and are subject to certain risks, uncertainties and assumptions. There are many factors that may cause actual results achieved to differ materially from expectations for future results and expectations that may be expressed in or form an assumption of such forward-looking statements. Such factors include risks related to the day to day business of Worthington, client volatility, sales fluctuations, the general economic climate, political and environment and  other risks,  cancellations,  software failures and interruption to service to customers due to technical problems, acquisition delays  and failure as well as other uncertainties related to the results of Worthington including risks of delays or closure of projects, price falls, currency fluctuations and changes in contract terms, legislation and administrative practices, as well as competition risk and other unforeseen factors. If one or more of such risks or factors of uncertainty were to materialise, or should one or more of the statements provided prove to be incorrect, actual developments may differ materially from the forward-looking statements contained in this announcement.



 Charlotte Parham, Media information                           Tel: +44 203 291 1872

or email: [email protected] 

PD Cosec - Company Secretary                                        Tel: +44 208 940 0963


Statement ends.







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