Walker Crips Regulatory News (WCW)

11 Feb 2005 08:44

Walker,Crips,Weddle,Beck PLC11 February 2005 Walker, Crips, Weddle, Beck Plc Walker, Crips, Weddle, Beck Plc ("WCWB") announces that it has today enteredinto a conditional agreement to acquire the whole of the share capital of G & EInvestment Services Limited ("G&EIS"). Based in York, G&EIS is the parentcompany for the London York Group comprising six trading companies whichtogether provide a range of investment, fund management, and pension advisoryand management services to private and corporate UK clients predominantly acrossYorkshire and adjacent regions. The initial consideration will comprise £1,200,000 in cash, and the allotment,credited as fully paid, of 800,000 ordinary shares in WCWB. The conditionalacquisition agreement also provides, upon the achievement of certain profitlevels, for deferred consideration of up to £1,600,000 to be satisfied by theissue of further shares in WCWB (the "Further Consideration Shares"). The quantum of the deferred consideration will be dependent upon G&EIS's averageyearly profit for the three financial years to 31st March 2006, 2007, and 2008.Subject to certain conditions, the number of Further Consideration Shares to beissued will also be dependent upon the average mid-market price over the fivedays prior to the allotment date for such shares. The Acquisition is conditional upon, inter alia, the obtaining of certainregulatory consents, and the approval of the shareholders of WCWB at a generalmeeting. All the Directors of WCWB, and certain directors of WCWB'ssubsidiaries, who together hold 19.1% of the issued share capital, will giveirrevocable undertakings to vote in favour of the requisite resolutions, as willthe holders of a further 27.6% of the share capital of WCWB. A circularcontaining further details of the Acquisition, and convening the ExtraordinaryGeneral Meeting, will be posted to WCWB shareholders shortly. Established in 1970, the London York Group is one of the leading independentfinancial advisory and fund management groups in the North of England, with itsasset management company providing discretionary and non-discretionaryinvestment and fund management services to both private and corporate clients,with three in-house unit trusts and PEP and ISA management services. Itsfinancial services business offers corporate and private financial planningadvice and, in conjunction with its pension management service, advises oncorporate and individual pension schemes and plans. The Group currently has some£ 250 million under management. In the financial year to 30th September 2004, on a turnover of approximately£2.134m, audited pre-tax profits were reported at £287,638, with theconsolidated net assets of G&EIS being £871,841 at 30th September 2004. Upon the completion of the Acquisition, David Hetherton and Robert Elliott willbe invited to join the Board of WCWB, in executive and non-executives rolesrespectively. David Hetherton will enter into a service agreement with WCWB atan initial salary of £103,950 per annum, for an initial term running until 31stMarch 2008 which is the final day of the earn-out period. Robert Elliott willcomplete a letter of appointment in respect of his non-executive directorship,providing for an annual fee of £10,000 per annum. The Directors of WCWB believe that the two businesses are complementary, andthat the Acquisition will expand and strengthen both the range of services andthe geographical spread of the WCWB Group's activities. They also believe thatnew outlets for its existing range of services will be created, and will resultin the offering of a broadened range of financial, investment and fundmanagement services to a wider customer base. Application will be made to the UK Listing Authority for the 800,000 new WCWBshares to be issued as part of the initial consideration to be admitted to theOfficial List and, following their allotment to the vendor shareholders of G&EIS, admitted to trading on the London Stock Exchange. If and when furthershares in WCWB are issued as further consideration, application will also bemade for those shares to be admitted and traded. Graham Kennedy, Chairman of WCWB, said: "We are delighted to announce this important corporate development for Walker Crips which further enhances our existing operations and provides the Group with the necessary expertise to take full advantage of the regulatory changes affecting the pensions and savings industry to be introduced in 2006. In due course we will be providing further information to our shareholders concerning this significant acquisition. We look forward to working closely with the directors, management and personnel of the London York Group to develop our complementary activities successfully." David Hetherton, Managing Director of the London York Group, said: "The deal is mutually sound - the beneficial synergies resulting from the merger of the two businesses have been identified, and we believe that these will feed through quite quickly. These, combined with the increased range of recurring revenue streams, make for exciting prospects. I am looking forward to joining the WCWB Board and indeed making a contribution at that level." Dated: 11th February 2005 Further Information: Walker, Crips, Weddle, Beck Plc: London York:Michael Sunderland - CEO David Hetherton - MDRodney Fitzgerald - CFOTel: 0207 253 7502 Tel: 01904 544300 This information is provided by RNS The company news service from the London Stock Exchange