Last checked at 23 Apr 2015 17:54
Worthington Group plc ("the Company" or "Worthington")
23rd April 2015
FOR IMMEDIATE RELEASE
Number and class of relevant securities in issue
In accordance with Takeover Code rule 2.10, regarding the number of relevant securities in issue, and replacing the Company's announcement of 15th April 2015, the Company announces that, as at today's date, there are the following classes and numbers of relevant securities in issue:
25,016,509 ordinary shares in the Company, the International Securities Identification Number (ISIN) is GB00B01YQ796.
£461,393.10 of Secured Convertible Loan notes, convertible at 10p into 4,613,931 new ordinary shares in the Company. They are repayable on 28th January 2019 and the holders have the right to convert these loan notes at any time until 28th January 2019 into 4,613,931 new ordinary shares in the Company.
£500,000 of Unsecured Convertible Loan notes, convertible at 10p into 5,000,000 new ordinary shares in the Company. If not converted, the loan stock must be redeemed before 27th October 2020, they are convertible only if legal proceedings with an aggregate claim value exceeding £10m have been commenced by the Claimants pursuant to the Law Financial transaction by 28th September 2015, or a settlement of £10m has been agreed; if not, then these £500,000 Unsecured Convertible Loan notes issued in relation to the Law Financial transaction will be cancelled.
£450,000 of Unsecured Convertible Loan notes, convertible at 50p into 900,000 new ordinary shares in the Company. These unsecured convertible loan notes pay an interest coupon of 4.5% per annum and are convertible at any time after three months from the 1st September 2014, at the option of the loan note holders, into Worthington ordinary shares at a price per Worthington ordinary share of 50p. To the extent that the loan notes have not been converted within three years thereof, Worthington may elect to either redeem the loan notes for cash, or issue to the Loan Note holders new Worthington ordinary shares at a price per Worthington ordinary share of 40p.
£4,440.50 of Unsecured Convertible Loan notes, convertible at 10p into 44,405 new ordinary shares in the Company. If not converted, the loan stock must be redeemed before 19th December 2021.
12,000,000 Placing Warrants, exercisable at 10p at any time until they expire on 25th November 2017 into 12,000,000 new ordinary shares in the Company.
13,090,378 Warrants, exercisable at 10p at any time after 6th August 2017 into 13,090,378 new ordinary shares in the Company, they expire on 6th September 2018. However, if legal proceedings with an aggregate claim value exceeding £10m have not been commenced by the Claimants pursuant to the Law Financial transaction by 28th September 2015, or a settlement of £10m has not been agreed; then all of the 13,090,378 warrants issued in relation to the Law Financial transaction will be cancelled. If such proceedings are commenced, or settlement has been agreed, then 3,098,378 of the 13,090,378 warrants may only be exercised six months after any successful re-listing or takeover of the Company, and the remaining 10m may not be exercised until 1st January 2017 unless the share price of Worthington exceeds £6 per share. If the Worthington share price does, at any time prior to 1st January 2017, exceed £6 per share then the number of remaining warrants that can be exercised will reduce from 10m to 3m and be exercisable at any time, with the balance of 7m being cancelled.
10,000,000 Warrants, expiring on 6th September 2020 and exercisable at 10p into 10,000,000 new ordinary shares in the Company under the following circumstances: 3,100,000 of these warrants may only be exercised six months after any successful re-listing or takeover of the Company, and the remaining 6,900,000 may not be exercised until 1st January 2017 unless the share price of Worthington exceeds £6 per share. If the Worthington share price does, at any time prior to 1st January 2017, exceed £6 per share then the remaining number of these warrants that can be exercised will reduce from 6,900,000 to 2,900,000 and be exercisable at any time, with the balance of 4m being cancelled.
About Worthington Group Plc ("Worthington")
Worthington (Stock Exchange LSE: WRN) is a British investment company that celebrates its 61st anniversary as a London Stock Exchange main market listed company this year. The Company has four areas of investment focus: property, litigation claims, new economy and emerging markets. The Company believes that exceptional shareholder returns can be achieved by utilising its main market Sterling paper to acquire investments in these sectors worldwide.
Note: Forward-looking statements contained in this announcement, including Worthington's strategy and plans, as well as expectations for future revenue and earnings, reflect Worthington's current views and assumptions with respect to future events and are subject to certain risks, uncertainties and assumptions. There are many factors that may cause actual results achieved to differ materially from expectations for future results and expectations that may be expressed in or form an assumption of such forward-looking statements. Such factors include risks related to the day to day business of Worthington, client volatility, sales fluctuations, the general economic climate, political and environment and other risks, cancellations, software failures and interruption to service to customers due to technical problems, acquisition delays and failure as well as other uncertainties related to the results of Worthington including risks of delays or closure of projects, price falls, currency fluctuations and changes in contract terms, legislation and administrative practices, as well as competition risk and other unforeseen factors. If one or more of such risks or factors of uncertainty were to materialise, or should one or more of the statements provided prove to be incorrect, actual developments may differ materially from the forward-looking statements contained in this announcement.
Enquiries:
Charlotte Parham, Media information Tel: +44 203 291 1872
or email: media@worthingtongroupplc.com
PD Cosec - Company Secretary Tel: +44 208 940 0963
Website: www.worthingtongroupplc.com
Statement ends.