Last checked at 17 Apr 2013 08:11
RNS Number: 5415C
Worthington Group Plc
17th April 2013
FOR IMMEDIATE RELEASE
Worthington Group Plc
Worthington Group Plc (the "Company") - Diversification
The Company has been looking at ways to diversify the Company's activities in order to develop additional growth opportunities. It currently has a property in Keighley and a 44% stake in Trimmings by Design Ltd. Whilst these interests have the potential to deliver reasonable medium term growth the Company has been looking at other potential investments which may yield above average growth.
The Company is now pleased to announce that, as the first step in the possible acquisition of Law Financial Ltd ("LFL"), it has agreed to acquire a 26% stake in LFL for £250,000 payable in unsecured convertible loan notes. The Company has also been granted an option to acquire the remaining share capital of LFL. The full acquisition would be subject to shareholder approval and compliance with any applicable Listing Rules.
LFL, a recently incorporated company, has a number of subsidiaries, namely Sevco 5088 Ltd, Law Capital Ltd, Litigation Capital Ltd and Media Litigation Ltd (LFL and its subsidiaries hereafter being referred to as the Law Financial Group). The eventual aggregate purchase price for 100% of LFL will be £1m in unsecured convertible loan notes plus 33.33% of the proceeds of any assets, claims or rights currently owned by LFG or transferred to LFG or Worthington pursuant to the agreement payable in non-convertible unsecured loan notes which may be redeemed for cash at the option of the holder at any time after six months of issue. The Company's option to acquire the balance of the share capital of LFL is exercisable until October 31st 2013.
The assets of Sevco 5088 Ltd include a claim, which has been independently reviewed by Leading Counsel who is also a Deputy High Court Judge, to all of the business and assets of RFC 2012 Plc which were purchased by Sevco 5088 Limited or Sevco Scotland Ltd from the administrators of RFC 2012 plc in June of 2012. Sevco Scotland Ltd was subsequently renamed The Rangers Football Club Limited and its share capital was acquired by Rangers International Football Club Plc, the shares of which are now traded on AIM. It is the position of Sevco 5088 Ltd that it is the rightful owner of the business and those assets. After examination of the evidence, Leading Counsel's advice is that there is a prima facie case to answer.
It has also been agreed that, pursuant to the agreement certain other related rights, assets and causes of action will be transferred to the Law Financial Group or directly to Worthington. Those assets include the Book, Film and Television rights to the two takeovers of The Rangers Football Club in 2011 and 2012 as it relates to Craig Whyte. It is intended that these rights will be commercialised in due course.
It is LFL's intention to enter the litigation funding and litigation funding broking markets. Litigation funding is a growing sector of the commercial litigation market and the Company is of the view that, in the years to come, the demand for litigation funding within the corporate sector can only increase.
The unsecured convertible loan notes issued as part of the consideration will only be convertible to the extent that the holder or those acting in concert do not exceed 29.9% of the voting capital of the Company.
The unsecured convertible loan notes will give the holder the right, at any time within 7 years, to convert each £1 of those loan notes into 20 new Ordinary fully paid shares in the Company, subject to shareholder approval. The Company will endeavour to obtain this approval within twelve months of the date of issue. If approval is not obtained within twelve months, then the holders may elect to be repaid in cash, or convert each £1 of the loan notes into 10 new Ordinary fully paid shares in the Company.
Douglas Ware, Chief Executive Officer of Worthington Group Plc, said:
"We believe that the transaction contemplated by this announcement gives the Company a major opportunity to increase shareholder value and thus to strengthen the Company's balance sheet, enabling the Company to look at additional opportunities as they arise."
Enquiries:
Douglas Ware, CEO Worthington Group Plc: dougware@worthingtongroupplc.co.uk
Anne Alesbury, PD Cosec Limited,
Company Secretary, Worthington Group plc on 0208 940 0963
17th April 2013