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Worthington Group (WRN)

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Friday 09 January, 2015

Worthington Group


RNS Number : 8373B
Worthington Group PLC
09 January 2015

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

9th January 2015



Further to the company's announcement on 12th December 2014, the FCA have now issued the company with guidance in relation to the transactions that the company asked the FCA to review pursuant to Listing Rule 5.6.4 (Reverse Takeovers). In the opinion of the FCA, following these acquisitions, the Company is, or will be, a fundamentally different business and therefore the transactions constitute a reverse takeover. Whilst the Company believes the arguments are finely balanced (in the Company's view, Worthington was an investment business prior to the transactions and will remain one following the transactions), the Company respects the FCA's view on this. Therefore, the Company's original request to suspend trading in the Company's shares remains in place pending a re-application for listing of the Company's shares and the issue of a prospectus.


The Company has already begun work on the prospectus and will seek to complete it as soon as possible. Once completed, and the application submitted, shares are expected to subsequently resume trading in London and also be traded in Frankfurt, Stuttgart and New York.


Following successful completion of the acquisitions, the Company will have substantial interests in litigation funding, media, clean energy, mining, oil and gas and property. Geographically, the Company will have significant investments in the United Kingdom, Australasia, Africa, North America, and India. Consolidated net assets of the group, following conversion of loan notes used to finance investments and before minority interests, are expected to exceed US $2 billion and generate net profits in excess of US $20 million in the first full year following acquisition, with substantial growth expected thereafter. Net assets per share, after financing costs and on a fully diluted basis, are expected to substantially exceed £5 per Worthington ordinary share.


The Company is in the process of preparing its audited accounts to 30th September 2014 and expects to hold its AGM towards the end of March 2015. The AGM notice and accounts will be available on the Company's website in due course.  


Commenting on the news, Doug Ware CEO commented "Whilst ideally we would have liked to avoid triggering a reverse takeover, we respect the FCA's decision and will press ahead with completion of the Company's prospectus. I'm delighted with the progress that we have been able to make with these acquisitions and our pipeline of investments continues to grow. I would like to express my thanks to our shareholders for their patience and support during this process. In addition to these investments, the acquisition team will continue to progress new transactions which we believe will add further to shareholder value but which, once having produced the prospectus, will not trigger any future RTOs."



About Worthington Group Plc ("Worthington")

 Worthington (Stock Exchange LSE: WRN) is a British investment company that  celebrates its 60th 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.


This information is provided by RNS
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