TIDMWRN
RNS Number : 1943L
Worthington Group PLC
23 April 2015
Worthington Group plc ("the Company" or "Worthington")
23(rd) April 2015
FOR IMMEDIATE RELEASE
Number and class of relevant securities in issue
In accordance with Takeover Code rule 2.10, regarding the number
of relevant securities in issue, and replacing the Company's
announcement of 15(th) April 2015, the Company announces that, as
at today's date, there are the following classes and numbers of
relevant securities in issue:
25,016,509 ordinary shares in the Company, the International
Securities Identification Number (ISIN) is GB00B01YQ796.
GBP461,393.10 of Secured Convertible Loan notes, convertible at
10p into 4,613,931 new ordinary shares in the Company. They are
repayable on 28(th) January 2019 and the holders have the right to
convert these loan notes at any time until 28(th) January 2019 into
4,613,931 new ordinary shares in the Company.
GBP500,000 of Unsecured Convertible Loan notes, convertible at
10p into 5,000,000 new ordinary shares in the Company. If not
converted, the loan stock must be redeemed before 27(th) October
2020, they are convertible only if legal proceedings with an
aggregate claim value exceeding GBP10m have been commenced by the
Claimants pursuant to the Law Financial transaction by 28(th)
September 2015, or a settlement of GBP10m has been agreed; if not,
then these GBP500,000 Unsecured Convertible Loan notes issued in
relation to the Law Financial transaction will be cancelled.
GBP450,000 of Unsecured Convertible Loan notes, convertible at
50p into 900,000 new ordinary shares in the Company. These
unsecured convertible loan notes pay an interest coupon of 4.5% per
annum and are convertible at any time after three months from the
1(st) September 2014, at the option of the loan note holders, into
Worthington ordinary shares at a price per Worthington ordinary
share of 50p. To the extent that the loan notes have not been
converted within three years thereof, Worthington may elect to
either redeem the loan notes for cash, or issue to the Loan Note
holders new Worthington ordinary shares at a price per Worthington
ordinary share of 40p.
GBP4,440.50 of Unsecured Convertible Loan notes, convertible at
10p into 44,405 new ordinary shares in the Company. If not
converted, the loan stock must be redeemed before 19(th) December
2021.
12,000,000 Placing Warrants, exercisable at 10p at any time
until they expire on 25(th) November 2017 into 12,000,000 new
ordinary shares in the Company.
13,090,378 Warrants, exercisable at 10p at any time after 6(th)
August 2017 into 13,090,378 new ordinary shares in the Company,
they expire on 6(th) September 2018. However, if legal proceedings
with an aggregate claim value exceeding GBP10m have not been
commenced by the Claimants pursuant to the Law Financial
transaction by 28(th) September 2015, or a settlement of GBP10m has
not been agreed; then all of the 13,090,378 warrants issued in
relation to the Law Financial transaction will be cancelled. If
such proceedings are commenced, or settlement has been agreed, then
3,098,378 of the 13,090,378 warrants may only be exercised six
months after any successful re-listing or takeover of the Company,
and the remaining 10m may not be exercised until 1(st) January 2017
unless the share price of Worthington exceeds GBP6 per share. If
the Worthington share price does, at any time prior to 1(st)
January 2017, exceed GBP6 per share then the number of remaining
warrants that can be exercised will reduce from 10m to 3m and be
exercisable at any time, with the balance of 7m being
cancelled.
10,000,000 Warrants, expiring on 6(th) September 2020 and
exercisable at 10p into 10,000,000 new ordinary shares in the
Company under the following circumstances: 3,100,000 of these
warrants may only be exercised six months after any successful
re-listing or takeover of the Company, and the remaining 6,900,000
may not be exercised until 1(st) January 2017 unless the share
price of Worthington exceeds GBP6 per share. If the Worthington
share price does, at any time prior to 1(st) January 2017, exceed
GBP6 per share then the remaining number of these warrants that can
be exercised will reduce from 6,900,000 to 2,900,000 and be
exercisable at any time, with the balance of 4m being
cancelled.
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.
Enquiries:
Charlotte Parham, Media information Tel: +44 203 291 1872
or email: media@worthingtongroupplc.com
PD Cosec - Company Secretary Tel: +44 208 940 0963
Website: www.worthingtongroupplc.com
Statement ends.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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