Kazera Global Regulatory News (KZG)

29 Oct 2007 07:01

Worthington Nicholls Group plc29 October 2007 Worthington Nicholls Group Plc ("Worthington Nicholls" or the "Company" or "the Group") RESPONSE TO REQUISITION Introduction On 24 October 2007, the board of directors (the "Board") of Worthington Nichollsannounced it had received a notice (the "Notice") from certain shareholders(together the ''Requisitioning Group'') requisitioning a general meeting (the"EGM") to consider resolutions for: - the removal from office as a director of the Company of the Chairman, Alastair Stoddart, and Christopher Neilson, David Levis and Stephen Mulligan; and - the appointment as directors of the Company of Simon Delaval Beart, Ian Rodney Mann and Thomas William Good. This announcement provides further details of the Notice and an update on: - the EGM requisition process and timing; - the process of identifying a Chief Executive and permanent Finance Director; - consideration being given to alternative options available to the Company; - discussions held with the requisitionists prior to receipt of the Notice; and - the strategic and operational review. The EGM requisition process and timing In accordance with the provisions of the Companies Act 2006, the Company has aperiod of 21 days from receipt of the Notice in which to write to shareholdersas a whole to convene an EGM to consider the matters set out in the Notice. SuchEGM must be held no later than 28 days following the notice from the Companyconvening the EGM. Accordingly, the Company will, by no later than 8 November 2007, write toshareholders to convene an EGM of the Company, which will be held no later than6 December 2007, to allow shareholders to vote on the matters set out in theNotice. Update on the process of identifying a Chief Executive and permanent FinanceDirector Following the trading update on 17 August 2007 and the appointment ofChristopher Neilson as interim Finance Director on 19 September 2007, the Boardbegan a strategic and operational review of the Company and its subsidiaries(together the "Group"), a financial review and a process designed to strengthenthe management of the Company. It has always been the Board's stated intention to run an orderly andwell-considered process in order to deliver the best option to the Company'sshareholders. Indeed, it is the duty of each of the Directors to ensure thatthey promote the success of the Company and consider all of the optionsavailable to it. Early in the process it became apparent that the search for suitable candidatesfor the Chief Executive role and other management positions was being hamperedby the uncertainty surrounding the Company whilst its financial review wasongoing. Since the findings of the KPMG review were announced on 15 October 2007,however, the search for suitable candidates has gathered momentum. The search is being co-ordinated by Alastair Stoddart, Chairman, and ChristopherNeilson, interim Finance Director, with the assistance of its professionaladvisory team. Candidates have been identified through a number of channelsincluding financial intermediaries, headhunters, the Board's own contacts and anumber of direct approaches from candidates. From the interest received to date,the Company has interviewed 7 candidates. The first stage of the process is designed to establish each individual'ssuitability and availability for the role. The Board continues to receiveadditional candidates and expects this first stage of the process to becompleted by 2 November 2007. Candidates selected for the second stage of the process will be provided withfurther information on the Company and access to operational team members toenable them to formulate an initial outline strategy for the Group, upon whichthe candidates will be assessed and the appropriate individual or team selected. If practicable, the final stages of this process will be undertaken inconsultation with a number of the Company's significant shareholders, so toensure support ahead of any formal proposal, which, it is envisaged, would bemade ahead of the EGM. The identification of a permanent Finance Director is an important appointmentfor the Group and the Board considers that the new Chief Executive has to beinvolved in that process. Alternative Options Alongside this process, the Board is considering a number of alternative optionsthat have presented themselves or may be available to it. The Board has notedthe recent press speculation regarding a possible merger and in this regardconfirms that, at present, it is not in possession of a formal proposal from anyparty that may lead to it making an acquisition or to the Company or its assetsbeing acquired. Messrs Beart, Good and Mann Prior to the commencement of the formal process of identifying a Chief Executiveand prior to the announcement of the initial findings of the financial review,on 30 August 2007 the Non Executive Directors met with Mr Beart, who had beenproposed as a replacement candidate for the role of Chief Executive of theCompany. On 4 October 2007, Alastair Stoddart and Chris Neilson met with MrBeart again with a view to progressing discussions on this subject. Despite the Board's best intentions, these initial meetings proved inconclusivefrom the Company's point of view. Notwithstanding these discussions, in a letter dated 5 October 2007, the Boarddid invite Mr Beart to be part of the candidate process described above.Instead, Mr Beart, supported by the Requisitioning Group, who are interested in12,628,188 ordinary shares in the Company, representing 14.51% of the votingshare capital of the Company, chose a route that they knew might have an adverseaffect on the Company's business. The Board is seeking to engage in fresh discussions with Mr Beart, as part ofits ongoing process, in an effort to establish whether Mr Beart and his teamrepresent the best option available to the Company. The Board hopes that MrBeart will join in this process, consider the information that will be madeavailable to him and take advantage of discussions with management. Update on strategic and operational review The strategic and operational review is ongoing. KPMG continues to assist withthis exercise and initial findings are being communicated to the Board. Afurther update will be provided as and when appropriate. Conclusion The Board reiterates its disappointment at the actions of the RequisitioningGroup, given that the process the Board is undertaking is designed solely toidentify the best way to take the Company forward. Management is working to secure orders and contracts from its continuingcustomer relationships and continues to believe in the strength of the businessopportunities available to the Group. The Board will continue its process of assessing all the options available tothe Company, including Mr Beart's team, whilst trying to minimise any damage tothe Company caused by the Requisition. The Board is aware of the urgentrequirement to conclude its process and aims to provide further details toshareholders on its recommended course of action shortly. Enquiries please contact: Worthington Nicholls Group 0870 609 1829Alastair Stoddart, ChairmanChris Neilson, Finance Director Smithfield Group 020 7360 4900Reg Hoare / Will Henderson Blue Oar Securities 020 7448 4400Rhod Cruwys / Romil Patel This information is provided by RNS The company news service from the London Stock Exchange