Nwf Regulatory News (NWF)

24 Aug 2007 07:00

NWF Group PLC24 August 2007 For release at 07.00 on 24 August 2007 NWF GROUP PLC ("NWF" or the "Company") Bonus Issue The Board of NWF Group plc is pleased to announce a proposal to increase theissued share capital of the Company, by way of a bonus issue of four newordinary shares of 25 pence each for every ordinary share held (the "BonusIssue"). This will increase the number of ordinary shares available for tradingthrough the AIM market of the London Stock Exchange with a view to enhancing theliquidity and marketability of the Company's ordinary shares. Commenting on the Bonus Issue Mark Hudson, Chairman of NWF, said: "We have beenconscious for some time that the rise in our share price to its relatively highcurrent level may have created a barrier to investment for some potentialinvestors. The expected adjustment to the Company's share price as a result ofthis Bonus Issue will hopefully provide increased liquidity and marketability ofour shares." Details of the Bonus Issue The Board is proposing that, for each ordinary share held by a Shareholder atthe close of business on 4 October 2007 (the "Bonus Issue Record Date"), fournew ordinary shares will be issued. In order to effect the Bonus Issue,£9,378,211 will be capitalised from reserves, as to which £6,612,895 will becapitalised from the Share Premium Account, £1,394,964 will be capitalised fromthe Revaluation Reserve, £301,888 will be capitalised from Other Reserves and£1,068,464 will be capitalised from the Profit and Loss Account which at 31 May2007 was £9,882,762. The Bonus Issue will result in the issue of 37,512,844 new ordinary shares andthe Company will have an aggregate of 46,891,055 ordinary shares in issue at thedate that the new ordinary shares are admitted to AIM. Holders of ordinary shares, whose names appear on the register at the close ofbusiness on the Bonus Issue Record Date, will receive four new ordinary shares,credited as fully paid, for each ordinary share held by them on the Bonus IssueRecord Date. Rights of the new ordinary shares and effect of the Bonus Issue As a result of the Bonus Issue each Shareholder will hold five ordinary sharesin place of every one ordinary share held at the Bonus Issue Record Date. Thenew ordinary shares to be issued pursuant to the Bonus Issue will be issued andcredited as fully paid to Shareholders on the register of members at the closeof business on the Bonus Issue Record Date. The number of new ordinary shares tobe issued and allotted will be 37,512,844. The market price of the Company'sshares is expected to adjust correspondingly to reflect the Bonus Issue. The new ordinary shares will, on Admission, rank pari passu in all respects withthe existing issued ordinary shares and will rank in full for all dividends andother distributions thereafter declared, made or paid from the ordinary sharecapital of the Company, except for the final dividend declared by the Company on14 August 2007, which is payable to Shareholders on 1 November 2007. Dealings and Settlement The Bonus Issue will be effected by reference to Shareholders and their holdingsof ordinary Shares on the register at the close of business on 4 October 2007,the Bonus Issue Record Date. Subject to the resolution contained in the Noticeof Extraordinary General Meeting being passed and becoming unconditional: • trading on AIM in the new ordinary shares will commence on 5 October 2007; • share certificates in respect of new ordinary shares are expected to be despatched to certified Shareholders by no later than 12 October 2007. Pending receipt of such certificates, transfers will be certified against the register if required; and • the CREST accounts of uncertificated Shareholders will be credited with new ordinary shares as soon as practicable after the admission of the new ordinary shares on 5 October 2007. Extraordinary General Meeting An Extraordinary General Meeting has been convened for 11.00 a.m. on 4 October2007 or immediately following the Annual General Meeting on the same date, wherea resolution will be proposed seeking Shareholders' consent to the Bonus Issue. Timetable 2007 Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 2 October Extraordinary General Meeting 11.00 a.m. on 4 October Record date for the Bonus Issue Close of business on 4 October Admission and dealings in the new ordinary shares expected to commence on AIM 8.00 a.m. on 5 October A circular setting out details of the Bonus Issue and a copy of the AnnualReport and Accounts for the year ended 31 May 2007 will be posted toshareholders today. Copies of the circular will be available free of chargeduring normal business hours on weekdays (excluding public holidays) from thedate hereof until the date falling one month after the date of Admission fromthe offices of Charles Stanley & Co. Limited, 25 Luke Street, London EC2A 4AR. For further information please visit www.nwf.co.uk or contact: Graham Scott, Chief Executive Mark Taylor John WestPaul Grundy, Finance Director Nominated Adviser Clemmie CarrNWF Group plc Charles Stanley Tavistock Communications SecuritiesTel: 01829 260 260 Tel: 020 7149 6000 Tel: 020 7920 3150 This information is provided by RNS The company news service from the London Stock Exchange