Kazera Global Regulatory News (KZG)

10 Nov 2006 07:01

Worthington Nicholls Group plc10 November 2006 Worthington Nicholls Group Placing of 6,666,667 new Ordinary Shares at 90 pence per share to raise £6,000,000 Trading update Notice of Extraordinary General Meeting Nominated Adviser and Broker: Corporate Synergy Plc Worthington Nicholls Group plc ("Worthington Nicholls" or "the Group"), one ofthe UK's leading independent installers of air conditioning, heating,ventilation and chilled water systems, announces today that the Group has,subject to shareholder approval, raised £6 million, before expenses, by way of aplacing of 6,666,667 new Ordinary Shares at 90p per new Ordinary Share, in orderto increase Group working capital and provide further funding for identifiedacquisitions. Highlights: • raised £6 million with institutions at 90p • financial results for the year ended 30 September 2006 will be in line with market expectations • the Group's quotation register is significantly ahead when compared to the same time last year • although Project Air will not have a material impact on the results of the Group for the year ended 30 September 2006, it has performed ahead of Directors expectations for the 3 months since acquisition • further acquisitions have been identified which the Directors believe would impact positively on Group results going forward Mark Worthington, Chief Executive of Worthington Nicholls, said: "With £6 million of new funds secured we will be able to accelerate our growth,particularly if we can deliver the attractive acquisitions that have beenidentified." Placing statistics: Placing Price 90p Number of Ordinary Shares in issue prior to the Placing 66,165,049 Number of Placing Shares to be issued pursuant to the Placing 6,666,667 Number of Ordinary Shares in issue following the Placing 72,831,716 Percentage of enlarged issued share capital represented by the Placing Shares 9.15% Approximate proceeds of the Placing available to the Company (net of expenses) £5.7 millionMarket capitalisation following the Placing at the Placing Price £65.5 million Enquiries: Worthington Nicholls 0870 609 1829Mark Worthington, Chief ExecutiveDavid Levis, Corporate Director Gresham PR Ltd 020 7404 9000Neil Boom / Tanya Feness Corporate Synergy 020 7448 4400Rhod Cruwys / Romil Patel Information on Worthington Nicholls can be accessed via the Group's website:www.worthington-nicholls.co.uk Further information: Background The entire issued share capital of the Company was admitted to trading on AIM inJune 2006 raising £6.6 million, after expenses, in order to fund growth and toprovide working capital for the Group. The Group operates as principalcontractor for delivery of end to end solutions in the air conditioning market,from initial survey through design and specification to installation and ongoingmaintenance. The Group's customers include a range of blue-chip companies operating in anumber of different market sectors including hotel and leisure, retail,restaurants, manufacturing and technology industries. The Group's aim is to become the pre-eminent support services supplier in theheating, ventilating and air conditioning sector in Europe. Current trading and prospects Organic growth The Directors are happy to announce that the Company's financial results for theyear ended 30 September 2006 will be in line with market expectations. This is particularly pleasing considering the significant demands that the AIMadmission process put on the management of the business. The fact that thebusiness continued to make progress during this year is a testament to thequality and commitment of everyone within the Group. The Directors are excited by the current prospects of the Group. The emphasis onthe quality of client service has led to a high percentage of reoccurringrevenue with existing customers, which means that the quotation register issignificantly ahead when compared to the same time last year. In addition toits existing hotel chain customers, the Group is currently in discussions with afurther 5 hotel chains which, in aggregate, own in excess of 90 hotels. Acquisitions On 26 June 2006 the Company acquired the entire issued share capital of ProjectAir Limited which prior to completion, acquired the assets of its associatedpartnership (together referred to as "Project Air"). Project Air is a specialistinstaller of air conditioning systems to the retail sector. Its customersinclude well-known high street retailers, such as Phones 4 U, Hamleys, The BearFactory and TM Lewin. In the year to 30 April 2006, Project Air reported turnover of approximately£3.5 million generating approximately £0.79 million in post-tax profits. The Directors have been very pleased with the performance of Project Air for thethree months since the acquisition. Project Air has provided a valuable routeinto the commercial air conditioning market. The results of Project Air areahead of our expectations although they will not have a material impact on theresults of the Company for the year ended 30 September 2006. The admission of the Company to AIM has seen the profile of the Group increasewith customers, potential customers and other companies operating in the airconditioning, ventilation and heating sector. This increased profile has led toa number of companies in the sector approaching the Group with a view toexploring the possibility of joining the Group. The Directors have been actively assessing these targets, focusing on how theywould fit within the Group's current operations and whether acquisition of thetargets would enhance earnings of the Shareholders. In this respect, the Directors are in active discussions with a number of targetbusinesses and are confident that the Company will be able to conclude twoacquisitions within this quarter which will meet such requirements. Briefdetails of these acquisitions are: • target 'A' (''Target A''), which acts as a building/fit out sub-contractor based in Kent and for the 8 month period to 31 August 2006 had a turnover of approximately £2.7 million. The Group already works closely with Target A and has historically accounted for a large percentage of Target A's turnover; and • target 'B' (''Target B''), which acts as an electrical sub-contractor based in London and for the year to 31 July 2006 had a turnover of approximately £0.8 million. Target B is a NIC EIC (National Inspection Council for Electrical Installation Contracting) approved contractor. The Directors believe that a successful acquisition of Target B would enable the Group, in the future, to retain a significant proportion of the electrical work that, in the previous financial year, had to be subcontracted outside of the Group. The Directors anticipate that these acquisitions will positively affect thefinancial results of the Group and help develop the Group's order book, throughaccess to a wider client base and an increase in the services which the Groupcan offer to its customers. Reasons for the placing and use of proceeds Owing to market demand for the Company's shares and the acquisitionopportunities available to the Company, the Directors consider that the Placingis in the best interests of the Group. The Company raised £6.6 million, after expenses, on admission of the entireissued share capital of the Company to trading on AIM in June 2006. The moniesraised by the Group have been used by the Group as follows: • £3 million for the acquisition of Project Air; • £1 million to repay the Group's bank facility; and • £2.6 million towards working capital to fund growth of the Group. The Directors intend to utilise the net proceeds of the Placing, beingapproximately £5.7 million, to pursue additional, identified acquisitionopportunities and to provide additional working capital to assist furtherexpansion of the Group. Admission to AIM Application will be made to the London Stock Exchange for all the Placing Sharesto be admitted to trading on AIM. Conditional upon the passing of theResolutions, Admission is expected to become effective and trading in thePlacing Shares to commence on AIM on 5 December 2006. EGM An EGM of the Company is to be held at 10.00 a.m. on 4 December 2006 at St.James's Court, Brown Street, Manchester M2 2JF. The following Resolutions willbe proposed at the EGM: (i) resolution number 1 will be proposed as an ordinary resolution to increasethe authorised share capital of the Company from £850,000 to £900,000, by thecreation of 5,000,000 Ordinary Shares each ranking pari passu in all respectwith the Existing Ordinary Shares; (ii) resolution number 2 will be proposed as an ordinary resolution for thepurpose of authorising the Directors, pursuant to section 80 of the Act to allotrelevant securities up to £238,500 in nominal amount; and (iii) resolution number 3 will be proposed as a special resolution for thepurpose of empowering the Directors, pursuant to section 95 of the Act to allotequity securities (as defined in the Act) outside Shareholders' statutorypre-emption rights under the Act to the extent specified in the resolution. Appendix DEFINITIONS "Admission" admission of the Placing Shares to trading on AIM and becoming effective in accordance with the AIM Rules "AIM" AIM, a market operated by the London Stock Exchange "the Company" or "Worthington Nicholls" Worthington Nicholls Group plc (registered in England and Wales under company number 5697574) "Corporate Synergy" Corporate Synergy Plc, nominated adviser and broker to the Company (registered in England and Wales under company number 2617599) "CREST" the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument and which is operated by CrestCo Limited, the operator of CREST "Directors" or "Board" the directors of the Company at the date of this document "Enlarged Share Capital" the issued ordinary share capital of the Company immediately following Admission including the Placing Shares "Extraordinary General Meeting" or "EGM the extraordinary general meeting of the Company" convened for 10.00 a.m. on 4 December 2006, notice of which is set out at the end of this document "Existing Ordinary Shares" the 66,165,049 Ordinary Shares in issue on the date of this document "Group" the Company and its subsidiaries and subsidiary undertakings at the date of this document "London Stock Exchange" London Stock Exchange plc "Ordinary Shares" the ordinary shares of 1 pence each in the capital of the Company "Placing" the conditional placing by Corporate Synergy of the Placing Shares at the Placing Price in accordance with the Placing Agreement "Placing Price" 90 pence per new Ordinary Share "Placing Shares" the 6,666,667 new Ordinary Shares to be issued pursuant to the Placing "Resolutions" the resolutions set out in the notice of Extraordinary General Meeting at the end of this document "Shareholders" holders of Ordinary Shares This information is provided by RNS The company news service from the London Stock Exchange