Northamber Regulatory News (NAR)

11 Mar 2008 15:50

Northamber PLC11 March 2008 NORTHAMBER PLC Proposed Share Capital Reorganisation Introduction The Board is pleased to announce that it intends to return a net amount of£2,938,310, or 10 pence per Ordinary Share, to Shareholders that it considers tobe surplus to the Company's working capital requirements. The proposed Return of Cash is being made by way of a Share Split of ExistingOrdinary Shares into New Ordinary Shares and C Shares and the subsequentacquisition of the C Shares by Walker Crips. Shareholder approval is required to approve these proposals and an ExtraordinaryGeneral Meeting is being convened at the offices of the Company, 23 Davis Road,Chessington, Surrey KT9 1HS, at 9.00 a.m., on 3 April 2008. A circular is todaybeing posted to Shareholders. Return of Cash The Return of Cash is proposed to be made by means of a C Share structure,pursuant to which Shareholders will receive, following the Share Split, one NewOrdinary Share and one C Share for each Existing Ordinary Share held at 5.00p.m. on 2 April 2008. All of the C Shares received by Shareholders may bepurchased by Walker Crips on 3 April 2008 for £3,064,000, representing 10 penceper C Share plus the Expenses. Shareholders will receive a net payment of 10pence per C Share and the Expenses will be paid to a company within the samegroup as Walker Crips. The C Shares will not be listed on the Official List or admitted to trading onthe London Stock Exchange or any other securities exchange. The New OrdinaryShares will be admitted to the Official List and admitted to trading on the mainmarket for listed securities of the London Stock Exchange in the same way as theExisting Ordinary Shares. Apart from having a different nominal value, the NewOrdinary Shares will be equivalent to the Existing Ordinary Shares in allrespects including as to dividend and voting rights. Walker Crips will, on exercise by it of the Repurchase Option, buy the C Sharesfor £3,064,000, representing 10 pence per C Share plus the Expenses on or about3 April 2008. Subject to Walker Crips exercising its right under the RepurchaseOption, Shareholders will receive a net payment of 10 pence per share for such CShares by 10 April 2008. If the Resolution is not passed at the EGM, theproposed changes to the Articles of Association will not be made, no C Shareswill be created and the Return of Cash will not take effect. Based on the closing middle market price of 56 pence per Existing Ordinary Shareon 10 March 2008 (the latest practicable date prior to this announcement), theproposed Return of Cash represents approximately 18 per cent. of Northamber'smarket capitalisation at that date. It is anticipated that on or about 11 April 2008, the Company will, pursuant tothe Option Agreement, acquire the C Shares from Walker Crips, via an off marketpurchase, which shares will then be cancelled. The Repurchase Option Pursuant to the exercise of the Repurchase Option, Shareholders will have theirC Shares purchased by Walker Crips. Following completion of the purchase of theC Shares, Walker Crips will have the right to require the Company to purchasefrom Walker Crips those C Shares purchased from Shareholders pursuant to theOption. Any C Shares repurchased by the Company from Walker Crips will becancelled and will not be held as treasury shares. Pursuant to the exercise of the Repurchase Option, Shareholders will have theirC Shares purchased by Walker Crips, acting as principal, on 3 April 2008, for£3,064,000, representing 10 pence per C Share plus the Expenses. Shareholderswill receive a net payment of 10 pence per C Share and the Expenses will be paidto a company within the same group as Walker Crips. The Repurchase Option willonly have any effect if the Resolution is passed at the EGM. It is expected that Shareholders whose C Shares are purchased will be sentcheques by 8 April 2008 or have CREST accounts credited in respect of suchpurchase on 3 April 2008 (or such later date as the Directors may determine). Dealings and despatch of documents relating to the Share Split The Share Split will be made by reference to holdings of Existing OrdinaryShares on the register of members as at 5.00 p.m. on 2 April 2008 (or such othertime or date as the Directors may determine). Applications will be made to the UK Listing Authority for the New OrdinaryShares to be admitted to the Official List, and to the London Stock Exchange forthe New Ordinary Shares to be admitted to trading. Subject to the Share Splitbecoming effective, it is expected that admission will become effective anddealings in the New Ordinary Shares will commence at 8.00 a.m. on 4 April 2008.The New Ordinary Shares are expected to be credited to the CREST accounts ofthose Shareholders who hold their Existing Ordinary Shares through CREST on 4April 2008. For those Shareholders who hold their Existing Ordinary Shares incertificated form, no new share certificates will be issued for the New OrdinaryShares and the existing one will remain valid. Any Shareholder who sells or otherwise disposes of Existing Ordinary Shares onor before 5.00 p.m. on 2 April 2008, but who remains on the register of membersat 5.00 p.m. on 2 April 2008, may be obliged to account for the Return of Cashto the purchaser or transferee. 11 March 2008 ENQUIRIES Northamber PlcDavid Phillips Tel: 020 8296 7000(Chairman) Charles Stanley SecuritiesPhilip Davies Tel: 0207 149 6000 EXPECTED TIMETABLE OF EVENTS Latest time and date for receipt of Form of Proxy for Extraordinary General Meeting 9.00 a.m. on 1 April 2008 Record Date for the Share Split 5.00 p.m. on 2 April 2008 Extraordinary General Meeting 9.00 a.m. on 3 April 2008 Record Date for completion of Repurchase Option 10.00 a.m. on 3 April 2008 Repurchase Date 3 April 2008 CREST accounts credited 3 April 2008 New Ordinary Shares admitted to the Official List and dealings commence 8.00 a.m. on 4 April 2008 Despatch of cheques 8 April 2008 DEFINITIONS "Articles of Association" the articles of association of Northamber from time to time "C Shares" the unlisted limited voting shares of 4 pence each in the capital of the Company resulting from the Share Split, "Board" or "Directors" the board of directors of Northamber "Companies Act" the Companies Act 1985, as amended "Company" or "Northamber" Northamber PLC, registered in England and Wales with company number 1499584 "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo is the Operator (as defined in such regulations) "CRESTCo" Euroclear UK & Ireland Limited "Existing Ordinary Shares" issued ordinary shares of 5 pence each in the capital of Northamber "Expenses" an amount equal to £125,690 which will be paid by Walker Crips (as agent for the Shareholders) to Keith, Bayley, Rogers and Co Limited (a company in the same group as Walker Crips) or as it may direct in respect of its fees and expenses "Extraordinary General Meeting" the Extraordinary General Meeting of the Company to be held at 23or "EGM" Davis Road, Chessington, Surrey, KT9 1HS at 9.00 a.m. on 3 April 2008 "Form of Proxy" the form of proxy for use by Shareholders in connection with the EGM "Listing Rules" the Listing Rules made by the UK Listing Authority for the purpose of Part VI of the FSMA "London Stock Exchange" London Stock Exchange plc "Official List" the official list maintained by the UK Listing Authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended "New Ordinary Shares" the new ordinary shares of 1 penny each in the capital of the Company resulting from the Share Split "Option Agreement" the proposed contract expected to be entered into between Walker Crips and the Company on or about 4 April 2008 subject to the Resolution being passed at the EGM "Record Date" 10.00 a.m. on 3 April 2008 (or such other time or date as the Directors may determine) "Repurchase Date" 3 April 2008 being the date of completion of the Repurchase Option "Repurchase Option" the option to be granted to Walker Crips by Shareholders to purchase the C Shares from Shareholders "Resolution" the special resolution to be proposed at the Extraordinary General Meeting to implement the Return of Cash and approve the Option Agreement "Return of Cash" the transaction comprising the creation of the C Shares by way of the Share Split and their subsequent acquisition by Walker Crips "RIS" a regulatory information service as defined by the Listing Rules "Shareholders" holders of Existing Ordinary Shares, New Ordinary Shares and/or C Shares, as the context may require "Share Split" the proposed sub-division and redesignation of each Existing Ordinary Share in issue at 5.00 p.m. on 2 April 2008 into one New Ordinary Share and one C Share "Walker Crips" Walker Crips Stockbrokers Limited (a wholly owned subsidiary of Walker Crips Group plc) This information is provided by RNS The company news service from the London Stock Exchange