Last checked at 12 May 2017 07:00
12 May 2017
Walker Crips Group plc
Issue of Equity and Total Voting Rights
Further to its announcement of 9 March 2015 regarding the acquisition of Barker Poland Asset Management LLP ("BPAM"), Walker Crips Group plc ("Walker Crips" or the "Company"), the financial services group with activities including stockbroking, investment and wealth management, announces that an aggregate of 173,161 new ordinary shares in the capital of Company (the "BPAM Shares") have been issued and allotted to the Sellers of BPAM in order to satisfy the Company's obligations in connection with the payment of the year two BPAM deferred consideration. The BPAM business has met the targets required to trigger a payment by the Company of the full amount of the 2nd of 3 potential payments of deferred consideration.
Under the terms of the agreement for the acquisition of BPAM, deferred consideration may become due in each of the first three years following completion, dependent on the results achieved by the legacy BPAM Business. All deferred consideration due under the agreement is payable 90% in cash and 10% in new ordinary shares in the Company. The cash element of the year two deferred consideration has been satisfied from the Company's existing cash resources.
In addition, a further 178,574 new ordinary shares (the "Additional Shares" and, together with the BPAM Shares, the "Shares") have been issued and allotted to personnel associated with the Company in order to meet contractual commitments made by the Company as part of the ongoing recruitment of investment advisers and expansion of its client base. It has been agreed that the onward sale of these Additional Shares will be restricted for the period until 21 March 2021 at the earliest.
Application is being made to the UK Listing Authority for the Shares (which, in aggregate, amount to 351,735 Shares) to be admitted to the Official List, and application is being made to the London Stock Exchange for the Shares to be admitted to trading on its main market for listed securities. It is expected that such admission will become effective at 8.00 am on 16 May 2017 ("Admission").
In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company notifies the market that following Admission, the Company's issued share capital will consist of 42,738,158 ordinary shares with a nominal value of 6 2/3 pence each ("Ordinary Shares") with each Ordinary Share carrying the right to one vote. The Company holds 750,000 Ordinary Shares in Treasury. Therefore, following Admission, the Company will have 41,988,158 Ordinary Shares in issue (excluding treasury shares) and, accordingly, the total number of voting rights in the Company will be 41,988,158.
The above figure 41,988,158 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Walker Crips Group plc under the Financial Conduct Authority's Disclosure and Transparency Rules.
For further information contact:
Walker Crips Group plc +44 (0) 20 3100 8000
Rodney FitzGerald, Chief Executive
Cantor Fitzgerald Europe +44 (0) 20 7894 7667
Rishi Zaveri
Forward-Looking Statements
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such has "aim, "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of a similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, neither the Company, nor any member of its group, its Directors or its Financial Adviser assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained therein. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.