TIDMWRN
RNS Number : 0035S
Worthington Group PLC
26 November 2012
26 November 2012
FOR IMMEDIATE RELEASE
Worthington Group Plc
Placing
Total voting rights
Placing of 1,250,000 Ordinary Shares of 10p each in the Company
(the "Placing Shares") at GBP0.10 per Placing Share (the "Placing
Price") and GBP475,000 of Secured Convertible Loan Stock
Bonus Placing of 2 Five Year Warrants to subscribe for Ordinary
Shares in the Company (the "Placing Warrants") at GBP0.05 for each
Placing Share subscribed and for each GBP0.10 of Secured
Convertible Loan Stock subscribed (subject to the Company's
shareholders agreeing in General Meeting to a Capital
Reorganisation)
Further to the announcement of 1(st) June 2012 regarding the
placing of Ordinary Shares in the Company to the value of at least
GBP125,000 to be issued at the par value of 10p per Ordinary Share
we are pleased to announce a Placing of 1,250,000 new Ordinary
Shares at 10p per share raising GBP125,000, before expenses.
In addition, investors in the Placing are subscribing for
GBP475,000 of Secured Convertible Loan Stock ("SCLS").
For each new Ordinary Share and for every GBP0.10 of Secured
Convertible Loan Stock subscribed the subscriber will receive 2
Five Year Warrants to subscribe for Ordinary Shares in the Company
(the "Placing Warrants")
Application is being made for the admission of 1,062,631 new
Ordinary Shares to the standard segment of the Official List of the
UK Listing Authority and to trading on the London Stock Exchange
plc's main market for listed securities. The new Ordinary Shares
will rank pari passu in all respects with the existing Ordinary
Shares and it is expected that the admission will become effective
and that dealings in the new Ordinary Shares will commence on or
around 4 December 2012. It is the intention of the Company to list
the remaining new Ordinary Shares in due course in accordance with
the Listing Rules. For the avoidance of doubt, the issue of the new
Ordinary Shares is not conditional on this listing being
effected.
No application is being made for the Warrants issuable in
connection with the Placing to be submitted to trading.
Summarised details of the Placing
-- Placing of 1,250,000 new ordinary shares to raise
approximately GBP125,000 from investors at a price of 10 pence per
ordinary share
-- Placing of GBP475,000 of Secured Convertible Loan Stock to
raise approximately GBP475,000 from investors
-- Each participant in the Placing will receive 2 Five Year
Warrants to subscribe for Ordinary Shares in the Company (the
"Placing Warrants") for each new Ordinary Share and for every
GBP0.10 of Secured Convertible Loan Stock subscribed at a price of
5p per Ordinary Share subject to shareholders approving a Capital
Reorganisation
-- The issue price of 10 pence per new Ordinary Share under the
Placing represents a 25% premium to the price of 8 pence per share,
being the mid-market closing price of the Company's Ordinary Shares
on 20(th) November 2012
-- The proceeds from the Placing will be used to part fund
acquisitions and fund general business costs.
The Secured Convertible Loan Stock is secured by a first fixed
and floating charge over all the assets and undertaking of the
Company and gives the holder the right at any time within 7 years
to convert each GBP1 of Loan Stock into 20 new Ordinary shares in
the Company subject to the Company's shareholders agreeing in
General Meeting within twelve months from the date of this Placing
Letter to a Capital Reorganisation. In the event that shareholders
do not agree, or the Company becomes insolvent, the SCLS shall
become immediately due and payable by the Company. Loan Stock
holders will then have the option to demand repayment or elect to
convert each GBP1 of Loan Stock into 10 Ordinary shares in the
Company. In the event that the Loan Stock holder elects to convert
each GBP1 of Loan Stock into 10 new Ordinary shares then the Bonus
Placing Warrants will then give the holder the right to subscribe
for new Ordinary shares at 10p per share rather than 5p. The SCLS
may only be converted and the Bonus Warrants exercised to the
extent that following conversion or exercise the holder does not
own more than 29.9% of the Company's issued voting capital
Douglas Ware, Chief Executive Officer of Worthington, said:
"We are encouraged by the prospects for the Company and believe
that the new money raised by this Placing will substantially assist
in the Company's development"
Total voting rights
Following the admission to trading of the 1,062,631 new Ordinary
Shares, the number of Ordinary Shares in the Company with voting
rights will consist of 12,869,645 Ordinary Shares with a nominal
value of 10p each. The Company does not hold any Ordinary Shares in
Treasury. Therefore the total number of Ordinary Shares in the
Company with voting rights is 12,869,645 and this number should be
used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Service
Authority's Disclosure and Transparency Rules.
Doug Ware, Chief Executive
Website: www.worthingtongroupplc.co.uk
Enquiries:
Anne Aylesbury, PD Cosec Limited, Company Secretary, Worthington
Group plc on 0208 940 0963
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
Fundraising Statistics
Market price per existing Ordinary Share 8 pence
Premium to existing Ordinary Shares 25% per cent.
Number of existing Ordinary Shares in issue 11,807,014
Issue Price of each new Ordinary Share 10 pence
Number of Warrants to be issued in respect of the Placing up to
12,000,000
Number of Placing Shares to be offered by the Company up to
1,250,000
Amount of Secured Convertible Loan Stock up to GBP475,000
Proceeds of the Placing (before expenses) GBP600,000
Maximum Enlarged Share Capital following Admission of the
Placing Shares 13,107,014
26 November 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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