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LONDON (Alliance News) - Worthington Group PLC Tuesday said it "remains confident" of completing the acquisitions that will lead to its shares resuming trading, and said it is talking about merging with an overseas listed company to avoid having to declare itself as an investment fund.
The company had said in January that UK regulators had ruled the company's new acquisitions, which have not been named, constituted a reverse takeover and deemed Worthington to be a "fundamentally different business" following the deals, something the company had denied.
Following the transactions, Worthington said it would have interests in litigation funding, media, clean energy, mining, oil and gas and property across the world, including the UK, Australasia, Africa, North America and India.
On Tuesday, Worthington said it would split its interests into five key divisions; energy, media, entertainment, litigation and property.
The mining division is expected to have "substantial interests in coal production, rare earth exploration and substantial gold production," it said. Proven global coal reserves stand in excess of 250 million tonnes.
The energy division will include shale gas exploration in the US and oil and gas exploration in Africa and will include the company's planned acquisition of a clean energy business, one of the acquisitions announced in January.
The media and entertainment divisions will include a "revolutionary" new music business, while the property division will include a GBP300 million UK development project, a leisure complex in Scotland and overseas property, it said.
"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," it said in a statement.
Worthington said the Financial Conduct Authority views the company as an investment entity, and thinks it should apply to list as an investment firm. However, Worthington said this does not suit it as it would mean it would be restricted on the size of acquisitions it can make and because it would have to manage its interests as an investment fund with a more "passive hands approach," it said.
"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," said Worthington.
The merged company would be trading on three European exchanges as well as in the US. It is expected that the merged company would also apply for a secondary listing in London, said Worthington.
Negotiations regarding the merger are due to be finalised before the end of April, it said.
"We are pleased that our plans to develop Worthington into a 21st century conglomerate with substantial international interests are now reaching fruition," said Chief Executive Doug Ware.
In a separate statement, Worthington said once the company has completed the acquisition of its key takeover targets, improved terms relating to the conversion of secured loan notes and the exercise of related warrants will also be achieved. It said it had already agreed a reduction in the outstanding warrants it has.
By Joshua Warner; joshuawarner@alliancenews.com; @JoshAlliance
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