WYG Regulatory News (WYG)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

WYG Plc ("WYG" , the "Company" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Arndale Court, Otley Road, Headingley, Leeds, West Yorkshire, LS6 2UJ

COUNTRY OF INCORPORATION:

England 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.wyg.com/2investors/investors.php

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

WYG is a multidisciplinary consultant delivering engineering, design, project management, town planning and environmental solutions for clients across a broad range of sectors including healthcare, education, defence, infrastructure and energy. WYG is structured with five business units: Engineering; Management Services; Environment, Planning and Transport; WYG Ireland; and WYG International.

Headquartered in the UK, WYG also operates in most of central and eastern Europe, Russia and the CIS, Turkey, the Balkans, Central Asia, North and Southern Africa, and parts of the Middle East.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

35,289,886 New Ordinary Shares with a nominal value of 10p each

There are no restrictions as to the transfer of these securities

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on admission

Based on the current share price the anticipated market capitalisation on admission will be c.£20m 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

85%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mike McTighe - Non Executive Chairman

Paul Hamer - Chief Executive Officer

David Wilton - Group Finance Director

Robert Barr - Non Executive Director

David Jeffcoat - Non Executive Director

Graham Olver - Group Services Director and Company Secretary

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission

12.64% - Blackrock Investment Management (UK) Limited

7.01% - Barclays PLC

4.77% - Foreign & Colonial Asset Management plc

4.16% - Axa Framlington Investment Management Limited

After Admission

60.5%* - The Lenders (Lloyds Banking Group, Fortis and RBS)

24.5% - New Employee Benefit Trust

* Broken down as follows;

25.1% - Lloyds Banking Group

22.0% - Fortis

13.4% - RBS

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30th June

(ii) 30th June 2009

1) Six month period to 31st December 2009 - latest date for publication 31st March 2010

` 2) Full year results to 30th June 2010 - latest date for publication 31st December 2010

3) Six month period to 31st December 2010 - latest date for publication 31st March 2011

EXPECTED ADMISSION DATE:

4th February 2010

NAME AND ADDRESS OF NOMINATED ADVISER:

Arbuthnot Securities Limited

Arbuthnot House

20 Ropemaker Street

London

EC2Y 9AR

NAME AND ADDRESS OF BROKER:

Arbuthnot Securities Limited

Arbuthnot House

20 Ropemaker Street

London

EC2Y 9AR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A

DATE OF NOTIFICATION:

6th January 2010

NEW/ UPDATE:

NEW

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

UK Official List

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

April 28th 1986

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

WYG has adhered to all legal and regulatory requirements involved in having its securities traded upon the UK Official List.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

http://www.wyg.com/2investors/investors.php

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

WYG has developed a three part strategy to respond to the challenging conditions in its sector and the wider economic environment, and to ensure that the Group is well placed to exploit the recovery when it occurs. The key elements of this strategy are:

To create a 'fit-for-purpose' business. The Group is focused on delivering a more streamlined and devolved operating model, reshaping the Group into a more efficient operation with a more rationalised and competitive cost base. There is an increased focus on cash management with further improvements to working capital management and rigorous control of capital expenditure;

To internationalise the WYG Group. The focus for future growth will be to expand significantly the Group's international operations, transforming the balance of WYG's revenue and offsetting its current dependency on the UK and Irish markets; and

To secure growth in key markets and sectors. The Group will seek to leverage areas where WYG already has significant strength and expertise, including the education, healthcare and transport sectors, providing further strategic and technical focus to grow these areas through the harmonisation of Group-wide skills and capabilities. WYG will also focus on developing its offering in disciplines and sectors where there are attractive long-term growth drivers and visible funding streams.

The Board believes that the increased financial stability and strengthened capital structure which the Restructuring provides, combined with its three-part strategy, will mean that the Group will be well placed to cope with current challenging market conditions and ensure that the Group emerges with a more streamlined and robust business model focused on its key commercial growth areas.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Following the EGM on the 6th January 2010, the Company approved a significant restructuring ("Restructuring") of the Company's bank facilities, combined with a broader restructuring of the Company's capital structure, which includes the conversion of approximately GBP52.9 million of the Group's indebtedness into New Ordinary Shares and Preference Shares. 

In addition the Company has adopted two new share incentive schemes, being the White Young Green Joint Share Ownership Plan 2009 and the White Young Green Performance Share Plan 2009. The Lenders have required, as a condition to the Restructuring, arrangements are put in place to appropriately incentivise certain employees, and the Company has determined that the New Share Incentive Plans will best achieve that end. New Articles of Association have also been adopted following the Restructuring, and a 10 for 1 share consolidation was also approved at the EGM.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Group will be insufficient for at least twelve months from the date of its Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

No lock-in arrangements pursuant to Rule 7 of the AIM Rules.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settled through CREST (the computerised settlement system operated by Euroclear which facilitates the transfer of shares)

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

http://www.wyg.com/2investors/investors.php

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

None

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.wyg.com/2investors/investors.php

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None