TIDMWSL
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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, UK Tel: +44 (0)207 131 4000
Gareth Hughes
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 Friday, 2
Offer, publication and posting of Registration August
Document, Summary and Securities Note, Circular,
Forms of Direction and Forms of Proxy
Despatch of Certificated Application Forms to Friday, 2
Qualifying Certificated Shareholders (other than, August
subject to certain exceptions, Excluded Territory
Shareholders)
Ex-Entitlement date for the Open Offer 8.00 a.m.
on Monday,
5 August
Open Offer Entitlements credited to CREST stock 8.00 a.m.
accounts of Qualifying CREST Shareholders (other on Monday,
than, subject to certain exceptions, Excluded 5 August
Territory Shareholders)
Recommended latest time for requesting withdrawal 4.30 p.m.
of Open Offer Entitlements from CREST on Wednesday,
21 August
Latest time for depositing Open Offer Entitlements 3.00 p.m.
into CREST on Thursday,
22 August
Latest time and date for splitting Certificated 3.00 p.m.
Application Forms (to satisfy bona fide market on Friday,
claims only) 23 August
Latest time for receipt of Forms of Direction 10.00 a.m.
and electronic proxy appointments for Depositary on Tuesday,
Interest holders via the CREST system 27 August
Latest time for receipt of Forms of Proxy and 10.00 a.m.
electronic proxy appointments via the CREST system on Wednesday,
28 August
Latest time for receipt of completed Certificated 11.00 a.m.
Application Forms and payment in full under the on Wednesday,
Open Offer or settlement of relevant CREST instructions 28 August
(as appropriate)
Special General Meeting 10.00 a.m.
on Friday,
30 August
Results of First Placing and the Open Offer announced Post SGM,
through a Regulatory Information Service Friday, 30
August
Admission and commencement of dealings in First 8.00 a.m.
Placing Shares and New Shares, fully paid, on on Thursday,
the London Stock Exchange 5 September
Depositary Interests in respect of New Shares 8.00 a.m.
expected to be credited to accounts in CREST as on Thursday,
soon as practicable after ... 5 September
Expected date of despatch of definitive share 8.00 a.m.
certificates for the First Placing Shares and on Wednesday,
New Shares in certificated form 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
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