Not for release, publication or distribution in or into or from the United
States of America, Canada, Australia, Japan or the Republic of Ireland. Please
refer to the definitions at the end of this announcement.
OFEX HOLDINGS PLC
(Incorporated in England and Wales with registered number 4606754)
CONDITIONAL PLACING OF UP TO 63,000,000 NEW ORDINARY SHARES AT 5 PENCE PER
SHARE TO RAISE UP TO GBP3,150,000 (BEFORE EXPENSES)
PROPOSED CHANGE OF NAME TO PLUS MARKETS GROUP PLC
BOARD CHANGES
INTRODUCTION
The Company has today announced a Placing of up to 63,000,000 new Ordinary
Shares at 5p per share to raise up to GBP3,150,000 million before expenses.
The Placing has been underwritten as to the minimum amount of GBP2,841,000 by
Numis. This is a significant equity fundraising for the Company and the Placing
Shares represent 74.5 per cent. of the Enlarged Issued Share Capital.
The Directors and the Proposed Directors propose to use the net proceeds of the
funds raised pursuant to the Placing to provide working capital now and for the
longer term and to finance the Group's marketing expenditure which it intends
to use, inter alia, to develop the Group's product, increase its presence in
the regions outside London and the South East, to promote its market more
widely overseas and to enhance the branding of the Group's product. As part of
this process, the Company has decided, subject to shareholder approval, to
change its name to PLUS Markets Group plc, which will become effective on the
date of the Extraordinary General Meeting referred to below.
In addition, the Company has today announced certain board changes, further
details of which are set out below.
On 5 October 2004, Zyzygy PLC ("Zyzygy") announced that it was considering the
possibility of making an offer for the Company and the Board has since received
written confirmation from Zyzygy of its interest in pursuing discussions with a
view to making an offer to acquire the entire issued share capital of the
Company. The Board regards this interest as preliminary and no detailed
discussions have subsequently taken place with Zyzygy.
The Company has also received other intimations of interest from further
parties including from two parties who have indicated that they will make
offers of funding for the Company. The Board considers all of these
expressions of interest as tentative and provisional in nature.
Under Rule 21.1 of the City Code on Takeovers and Mergers, during the course of
an offer or before the date of an offer if the board of an offeree company has
reason to believe that a bona fide offer might be imminent, the board is not
permitted, except in pursuance of a contract entered into earlier, without the
approval of shareholders in general meeting to issue any new shares or grant
any share options, amongst other things. Accordingly, the issue of the Placing
Shares pursuant to the Placing and the grant of the option to Numis as set out
below require the approval of Shareholders.
An Extraordinary General Meeting of the Company has been convened for 1
November 2004 to approve the Placing and related matters and to approve the
change of name.
BACKGROUND TO THE PLACING
The Company's business is to provide an unlisted public market for smaller
companies. As at 7 October 2004, (the latest practicable date prior to the
publication of this announcement) there were over 130 companies from 27 sectors
with their securities traded on the OFEX market and with a combined market
capital of approximately GBP1 billion.
The Directors and the Proposed Directors believe that many small companies are
unwilling to accept the costs and burdens of a full listing and over recent
years the number of such listings has been declining. In contrast, the Unlisted
Sector has grown in recent years. Since the commencement of the OFEX market in
1995, it has admitted over 500 companies and the number of trades and shares
traded in companies on the OFEX market in the period January to July of this
year is 77 per cent. and 84 per cent. higher respectively than the equivalent
period last year. Since its inception, AIM has admitted over 1,500 companies
and averaged a net growth of approximately 100 companies per annum. The
Unlisted Sector as a whole has seen an average growth of approximately 220
companies per annum since inception in 1995.
The Directors and the Proposed Directors believe that the Government's proposed
changes, which will increase the tax benefits available for investment in
venture capital trusts ("VCTs") and remove the restrictions on self-invested
pension schemes ("SIPPS"), should stimulate further interest in the Unlisted
Sector - as will changes effected by new EU directives which will impose
additional obligations on listed companies.
OFEX has traditionally acted as a feeder market for more senior markets. As at
7 October 2004, (the latest practicable date prior to the publication of this
announcement) 90 companies have graduated from the OFEX market to AIM and 10
have graduated from the OFEX market to the Official List. The Directors and the
Proposed Directors continue to believe in a tiered structure of markets which
in the UK currently comprises the main market of the London Stock Exchange, AIM
and the OFEX market. However, the Directors and the Proposed Directors consider
that certain companies have moved to other markets prematurely and the Group is
seeking to concentrate on its natural customer base with the aim of retaining
the companies it attracts for longer which will enable them to grow on the OFEX
market.
THE GROUP AND ITS BUSINESS
The Company's operating subsidiary, OFEX, has been authorised and regulated by
the Financial Services Authority since January 2002 when it was demerged from S
J & S Plc.
OFEX operates the OFEX market in the UK, providing an off-exchange equities
market for unlisted and unquoted companies. The model now involves competing
market makers with Teather & Greenwood, Winterfloods, Hoodless Brennan and J P
Jenkins making markets in OFEX securities. Each OFEX security has at least two
market makers. Following the introduction of this system in July of this year,
36 per cent. of issuers experienced narrowed spreads, on average by a third.
Each applicant company must have a corporate adviser which is a member of the
OFEX market. The corporate adviser must satisfy itself that the applicant is
suitable for admission and submit application documents to OFEX on the
applicant's behalf. There are currently over 70 corporate advisers.
Private investors cannot approach a market maker directly if they wish to deal
in securities traded on OFEX and must instead retain the services of a
stockbroker (known as a broker dealer), which is a member of the OFEX market.
The broker dealer acts on behalf of the private investor, buying and selling
securities traded on the OFEX market, thus providing the demand and supply for
the relevant security. There are over 100 broker dealer members.
OFEX is required to maintain an orderly market at all times and must monitor
issuers and members. Accordingly, OFEX maintains a continuing obligations
department whose role is to ensure that issuers are complying with the OFEX
rule book.
The Group also provides a news and information service, the "Newstrack
Service", which provides prices, details of all announcements required by the
OFEX rule book, trading information and background financial information for
all securities traded on the OFEX market and their underlying issuers.
OFEX market data is carried by a number of large professional data suppliers:
Reuters Limited, Bloomberg LP, Thomson Financial Limited, Telekurs
Finanzinformationen AG, AFX News Limited, and FT Interactive Data (Europe)
Limited, the latter supplying amongst others Yahoo, ADVFN and Updata. Digital
Look Limited have recently signed a data supply agreement and intend to
commence distributing market data later this year. The dissemination of OFEX
market data by these vendors ensures that real-time trade information is
supplied to the broking, advisory and institutional community. The OFEX website
carries all OFEX market data and currently has approximately 62,000 registered
users. Private investors can access information via the OFEX website and
companies willing to pay can have their closing prices quoted in newspapers
such as the Financial Times and the London Evening Standard.
The Group's revenues are generated from the following sources:
Issuer Fees - comprising (i) a fixed one-off application fee from proposed
issuers prior to admission of their shares to OFEX and (ii) an annual charge
that applies to all companies throughout their time on the market.
Membership fees - annual fees payable by each corporate adviser authorised to
operate on the OFEX market.
Information Sales - regular periodic fees payable by the data suppliers
referred to above for the provision of the Newstrack Service information to
their clients.
RECENT DEVELOPMENTS AND FUTURE PLANS
Competing Market Makers
Originally, every OFEX security had a single specialist or market maker. In
July 2004, OFEX introduced a competing market maker system. As previously
stated, each OFEX security now has at least two market makers and OFEX
securities are now regarded as more easily tradeable. The introduction of
competing market makers provides greater connectivity to on-line trading and
provides a more precise, objective measure of the value of companies'
securities. In turn, the Directors believe that this will make it easier for
companies to use OFEX traded securities as consideration for acquisitions.
New Board and Management
The Company has recently recruited a number of executives from the London Stock
Exchange, including Simon Brickles and Cyril Theret. This has enabled OFEX to
set up a new business development team, which is helping to increase interest
in the OFEX market from prospective companies and corporate advisers.
Conditional on Admission there will be the following changes to the existing
Board; Simon Brickles and Darren Francis will join the Board and assume the
roles of Chief Executive Officer and Chief Financial Officer respectively.
Emma Jenkins and Jonathan Jenkins will step down from the Board and will be
leaving the Group. Consideration will be given to the arrangements necessary
to ensure there is an orderly transition to the new management team. The
Company is actively looking for a suitable new Chairman with the appropriate
expertise and experience to replace John Jenkins who announced his decision to
retire in August 2004.
Cost Savings
The Company has recently conducted a review of its existing fixed cost base and
the Directors and the Proposed Directors have identified potential cost savings
of approximately GBP340,000 per annum which they propose to implement as soon
as practicable after completion of the Placing.
OFEX Advisory Group
In April 2004, OFEX held the inaugural meeting of the OFEX Advisory Group of
key market participants to review OFEX's proposals for its market and suggest
improvements. The group meets quarterly and is chaired by an external
Chairperson, Rachel Maguire, who was formerly Head of AIM UK and Head of UK
Issuer Services at the London Stock Exchange.
Primary Market Regulation
A new set of rules for issuers will be published in October 2004. These will
introduce significant new measures for investor protection especially where
this can be accomplished cost-effectively. It is intended that the new rules
will be more user-friendly for OFEX companies.
The OFEX market's status as a self-regulated market gives it the flexibility to
dovetail its regulation to suit the type of companies and investors whom it
serves. For example, it is not obliged to require quarterly reporting,
reporting to International Financial Reporting Standards or routine pre-vetting
of prospectuses by the FSA. However, OFEX intends to introduce suitable
safeguards in such areas and intends to adopt certain measures voluntarily,
where this adds to the proper protection of investors.
OFEX is committed to policing properly its markets and being seen to do so.
Whilst most of OFEX's actions and decisions in carrying out this role are
private and confidential, it will make public decisions in appropriate cases.
New Branding and Two-tiered market
As part of the Company's re-branding it is intending to split its market into a
two-tiered structure, comprising a premier section and a regular section.
Premier Section
To attract further companies and investors, and to encourage its existing
companies to remain and grow on the Group's market for longer, it is proposed
to create a premier section of the market. This section will be designed to
showcase certain companies which seek to bring themselves to the attention of
additional investors.
Companies will be required to meet certain size and liquidity thresholds before
being admitted to this section. Companies joining the premier section will
receive higher profiling, an enhanced Newstrack Service and will be included in
a separate index. They will be required to pay an additional fee and commit to
an ongoing investor relations programme.
Regular Section
The regular section will cover all existing OFEX companies who do not join the
premier section and will benefit from the new primary market rules, the
introduction of competing market makers in the secondary market and the wider
changes and improvements outlined in this document. For an additional fee,
companies traded upon the regular section can also benefit from the
enhancements to the Newstrack service which companies on the premier section
benefit from automatically.
REGIONAL AND OVERSEAS DEVELOPMENT
The Group is seeking to increase the presence of the OFEX market in the regions
outside London and the South East. In this connection, discussions are ongoing
with certain of the Regional Development Agencies about assisting them in their
endeavours to promote economic development in their areas and the Company is
intending to recruit a regional development marketing manager.
The Group intends, over time, to appoint representatives in the various regions
to work with local advisers, regional development agencies, companies, local
government, regional investors and the Welsh and Scottish executives to promote
the OFEX market.
The Group also intends to promote the OFEX market more widely overseas,
particularly in Canada and Australia where the Directors believe that there are
certain congruities with the UK.
RECOGNISED INVESTMENT EXCHANGE
The Group intends to become a recognised investment exchange either by way of
an application to the FSA within the next two years or in conjunction with an
existing recognised investment exchange. Subject to there being no material
change in the taxation and regulatory regimes affecting the OFEX market, the
Directors and Proposed Directors believe that the status, if granted, would
enhance the profile of the OFEX market in the eyes of the investing and
advisory community and other exchanges in the UK and abroad and could provide
opportunities for potential increases in revenue.
The decision of the London Stock Exchange to change AIM's status to that of a
self-regulated market has stimulated interest from other exchanges looking to
set up similar markets or models in their domestic economies. As an existing
European self-regulated market the Directors and the Proposed Directors believe
that OFEX is well positioned to develop and form alliances with overseas
exchanges.
CURRENT TRADING AND PROSPECTS
On 29 September 2004 the Company announced its interim results for the six
months ended 30 June 2004.
The Group made an operating loss for the six months ended 30 June 2004 of
GBP533,000. This loss was mainly due to the increased staff costs resulting
from the recruitment of additional key personnel, the costs of the competing
market maker project and the office relocation.
With the benefit of the proceeds of the Placing and the proposed cost savings,
coupled with the introduction of competing market makers, the strengthening of
the management team and the proposed introduction of a two-tiered market, the
Directors and the Proposed Directors view the prospects of the Group with
confidence.
WORKING CAPITAL
As at 7 October 2004, the latest practicable date prior to the publication of
this document, the Company had cash resources of approximately GBP182,000. If
the Placing does not proceed, the Group will have insufficient working capital
for its purposes and would require funding from alternative sources to carry on
its business.
THE NON-EXECUTIVE DIRECTORS
JOHN PETER JENKINS, AGED 57, NON-EXECUTIVE CHAIRMAN
John started his City career with S Jenkins & Son Limited in 1962 at the age of
15. S Jenkins & Son Limited specialised in trading in leisure stocks and small
cap companies generally on the London Stock Exchange, and made a name for
itself in this sector. He became senior partner in 1981 and sold the firm to
Guinness Peat Group plc ("GPG") in 1986.
In 1988, GPG demerged its investment banking activities through Guinness Mahon
Holdings plc and decided to withdraw from market making in October 1989. John
decided to set up a new business, having researched the potential for trading
in unlisted securities, something he had always been interested in doing. J P
Jenkins Limited was created specifically for this purpose in February 1991.
John joined the Board of OFEX Holdings at the time it was incorporated in
December 2002.
In August 2004, John announced his decision to retire as Chairman as soon as a
suitable replacement is found.
JOHN WEDGWOOD, AGED 64, NON-EXECUTIVE DIRECTOR
John began his City career, in banking, with Westminster Bank in 1960. Having
qualified as a Company Secretary, in 1963, he moved first to Wiggins Teape
Limited, then to Slater Walker Securities Limited and, from there, to Ozalid
Group Holdings Limited. In 1978, he was appointed Group Secretary of Guinness
Peat Group Limited, and, following the demerger of its investment banking
division, he was appointed Director and Group Secretary of Guinness Mahon
Holdings plc. In 1992, he became Group Secretary of LASMO plc. In 1998, he was
appointed Executive Chairman of ProVen Holdings Limited, the then parent
company of a private equity firm. John joined OFEX as a Non-Executive Director
in 2001. He is Chairman of the Trustees of two pension schemes.
HELEN BAGAN, AGED 45, NON-EXECUTIVE DIRECTOR
Helen is a Chartered Accountant with a number of years' experience in financial
management in both quoted and private companies. From 2000 to 2003, Helen was
Finance Director of private equity firm, Beringea Limited (formerly ProVen
Private Equity Limited). Formerly, she served as Finance Director on the board
of Majedie Investments plc. Helen has investment management experience, having
been an Investment Director and Manager of private equity investment firms
Dunedin Capital Partners Limited and Henderson Venture Managers Limited. She
presently holds no other directorships. Helen chairs the Audit Committee. Helen
joined the Board in November 2003.
THE PROPOSED DIRECTORS
Following Admission, Simon Brickles will become Chief Executive Officer and
Darren Francis will become Chief Financial Officer.
SIMON BRICKLES, AGED 40, CHIEF EXECUTIVE OFFICER
Educated at Cambridge University, Simon practised as a barrister before joining
the London Stock Exchange in 1994. After serving as the AIM Regulator, he
became Head of AIM, with responsibility for co-ordinating AIM as a product.
Simon was responsible for drafting the current AIM Rules, introduced a
fast-track procedure for companies with overseas listings seeking admission to
AIM, and lobbied to secure AIM's positioning under the new European legislative
framework. He also undertook considerable work marketing and promoting AIM both
in the UK and overseas. Simon was also responsible for acting as the principal
spokesman for AIM with the press and media in general. Simon joined the Group
in January 2004.
DARREN FRANCIS, AGED 37, CHIEF FINANCIAL OFFICER
A Chartered Certified Accountant, with a number of years' experience in
financial services, Darren joined the Group in October 2003 as Financial
Controller. Prior to joining the Group, he was the Financial Controller for
retail funds at Royal & Sun Alliance Investment Management where he was part of
the retail funds executive team. He is responsible for the Group's financial
management.
KEY EMPLOYEES
PETER MASON, COMPLIANCE OFFICER AND HEAD OF MARKET SUPERVISION
Peter joined J P Jenkins Limited as Compliance Officer in June 2002, having
spent time previously at Toyo Securities Europe Ltd as Compliance & Trade
Support and Deutsche Bank AG as Middle Office Support to the International
Sales Trading Desk.
In August 2003, Peter joined OFEX as Manager, Market Supervision, and played a
leading role in the competing market makers project.
CYRIL THERET, BUSINESS DEVELOPMENT MANAGER
Cyril joined the business development team of OFEX in January 2004. He
previously spent five years with the London Stock Exchange where he held
several positions within Market Supervision and Issuer Services. Prior to
joining OFEX, he was the London Stock Exchange's Business Development manager
for North America. Cyril previously worked for State Street Bank and Trust in
Paris, Munich and London. He graduated in 1994 with a Maitrise d'Ingenierie
Financiere and BA in International Economics.
JAMIE WHITEHORN, GENERAL COUNSEL
Jamie began his City career in October 2000 with the London Stock Exchange,
where he was most recently the Manager of AIM Regulation responsible for
co-ordinating the supervision of AIM companies and their advisers, and helping
to develop the AIM Rules. Jamie joined OFEX in March 2004 as General Counsel,
and is responsible for managing its regulatory activities and advising the
Board on compliance and policy issues. He was educated at Durham University
and was called to the Bar in 1999.
CHANGE OF NAME
In line with the Group's new direction, the Company is proposing to change its
name from OFEX Holdings plc to PLUS Markets Group plc.
LOCK-INS
Each of Simon Brickles and John Wedgwood has agreed not to dispose of any
interest in Ordinary Shares for a period of 12 months following Admission save
in certain limited circumstances and thereafter for a period of 6 months on an
orderly market basis. John Jenkins, Emma Jenkins, Jonathan Jenkins and S J & S
Limited have each agreed that any disposals of Ordinary Shares in the 6 months
following Admission will be made on an orderly market basis save in certain
limited circumstances.
ENTERPRISE INVESTMENT SCHEME AND VENTURE CAPITAL TRUSTS
The Directors have obtained confirmation from the Inland Revenue that the issue
of Ordinary Shares in the Company will rank as a qualifying investment for the
purposes of the Enterprise Investment Scheme ("EIS") and will be a "qualifying
holding" for the purposes of investment by Venture Capital Trusts ("VCTs").
The continuing availability of EIS and the status of the Ordinary Shares as a
"qualifying holding" for VCT purposes will be conditional, inter alia, on the
Company continuing to satisfy the requirements for a qualifying company
throughout the period of three years commencing with the date of the investor
making his investment for EIS, and for VCT purposes, throughout the period the
Ordinary Shares are held as a "qualifying holding" by the VCT.
DIVIDEND POLICY
It is the intention of the Directors and the Proposed Directors to reinvest any
profits in order to achieve capital growth. It is not, therefore, the
Directors' or the Proposed Directors' intention to pay any dividends in the
short term.
PLACING
The Company is proposing to raise up to GBP3.15 million, before expenses
(GBP2.54 million after expenses), by the issue of up to 63,000,000 new Ordinary
Shares to institutional and other investors, pursuant to the Placing, at 5p per
Ordinary Share. Numis, as agent for the Company, has agreed conditionally to
use all reasonable endeavours to procure subscribers for the Placing Shares,
failing which, it has conditionally agreed to subscribe as principal for such
number of Placing Shares to the extent that they are not subscribed for under
the Placing as will enable the Company to raise the Minimum Amount.
The Placing Price represents a discount of approximately 35.5 per cent. to the
closing mid-market price of 7.75p per Ordinary Share on 7 October 2004, being
the last dealing day prior to the publication of this document.
The Placing Shares represent approximately 74.5 per cent. of the Enlarged
Issued Share Capital (being 84,532,701 ordinary shares).
Pursuant to the Placing Simon Brickles has agreed to subscribe for 600,000
Placing Shares.
It is a condition of OFEX's FSA authorisation that it is not permitted to allow
any person to acquire direct or indirect control of it, defined as holding 10
per cent. or more of its (or its parents') issued share capital, unless the
prior consent of the FSA is obtained. As a consequence, no individual placee
will be permitted to subscribe for 10 per cent. or more of the Enlarged Issued
Share Capital, unless the prior consent of the FSA is obtained.
Winterflood Securities Limited ("Winterflood") has confirmed that it intends to
subscribe for 14,000,000 Placing Shares in the Placing which would represent
16.6 per cent of the Enlarged Issued Share Capital. Should the FSA's approval
of Winterflood as a controller (for the purposes of s.422 FSMA) not be
forthcoming, Winterflood's participation in the Placing will be limited to a
maximum of 7,820,000 Placing Shares (9.9 per cent.) and the Placing would be
the Minimum Amount.
The issue of the Placing Shares is conditional upon the passing of certain
Resolutions to be proposed at an Extraordinary General Meeting of the Company
to be convened on 1 November 2004, and the Admission of the Placing Shares to
AIM. Application will be made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM and it is anticipated that dealings in
the Placing Shares will commence on 2 November 2004.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The proceeds of the Placing will be used to provide working capital, to finance
the Group's marketing expenditure relating to the wider promotion of its market
and to enhance the branding of the Group's product including the introduction
of a premier section to the OFEX market.
The Directors believe that raising finance by way of a share placing is the
most appropriate method of funding the Company at the present time. A general
offer to existing shareholders by way of rights or other pre-emptive issue was
not considered appropriate at this stage of the Company's development taking
into account timing and cost considerations.
FURTHER INFORMATION ON THE PROPOSED DIRECTORS
Simon Brickles entered into a service agreement with OFEX dated 3 February 2004
to act as the company's business development director for an annual basic
salary of GBP75,000. In addition to the basic salary, Mr Brickles is able to
earn an additional bonus of up to GBP20,000, based upon the achievement of
performance targets to be agreed between OFEX and Mr Brickles. The agreement
may be terminated by either party giving at least six months' notice in writing
to expire on or at any time after 26 October 2004. In addition, pursuant to a
conditional letter of appointment dated 8 October 2004, Mr Brickles has agreed,
conditional on Admission, to act as the Chief Executive Officer of OFEX
Holdings for an increase in his salary to GBP78,000 per annum. In addition Mr
Brickles has agreed to waive his entitlement to a bonus. His appointment
pursuant to his letter of appointment will be coterminus with his appointment
pursuant to his service agreement.
Darren Francis has entered into a conditional service agreement with OFEX dated
8 October 2004, pursuant to which he has agreed, conditional on Admission, to
act as the Group's Chief Financial Officer for an annual salary of GBP78,000.
His current salary is GBP50,000 per annum and the period of notice under his
current contract is one month. His service agreement will be terminable on six
months' written notice from either party. In addition, pursuant to a
conditional letter of appointment dated 8 October 2004, Mr Francis has agreed,
conditional on Admission, to act as a director of OFEX Holdings for no
additional fee. His appointment pursuant to his letter of appointment will be
coterminus with his appointment pursuant to his service agreement.
Mr Francis was previously a director of Greenacres (Horsham 2) Management
Company Limited.
NUMIS OPTIONS AND PARTICIPATION IN THE PLACING
By an option agreement dated 8 October 2004 between the Company and Numis the
Company has granted an option to Numis to subscribe for 1,890,000 Ordinary
Shares (representing approximately 2.2 per cent. of the Enlarged Issued Share
Capital at 5 pence per share. The option is exercisable at any time during the
period of 5 years from Admission. The grant of the option is subject to
approval by Shareholders in general meeting.
Under an option agreement dated 22 May 2004 between the Company and Numis,
Numis was granted an option to subscribe for 645,981 new ordinary shares at a
price of 25.25p per share. That option would have been subject to adjustment
as a result of the Placing. By a deed of release dated 7 October 2004, Numis
agreed to release this option.
Numis has agreed to subscribe for 1,010,000 Placing Shares in the Placing.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of Proxy
10.00 am on 30 October 2004
Extraordinary General Meeting of OFEX Holdings
10.00 am on 1 November 2004
Admission and commencement of dealings in Placing Shares
2 November 2004
Delivery in CREST of Placing Shares to be held in uncertificated
form
2 November 2004
Despatch of definitive share certificates for the Placing Shares
(if required) no later than
9 November 2004
PLACING STATISTICS
Placing Price 5p
Number of Ordinary Shares now in issue 21,532,701
Number of Placing Shares* 63,000,000
Market capitalisation of the Company after the Placing at the
Placing Price* GBP4.23 million
Estimated net proceeds receivable by the Company from the Placing*
GBP2.54 million
Percentage of Enlarged Issued Share Capital represented by the
Placing Shares* 74.5 per cent
* assuming the Placing is fully subscribed
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Act" or "Companies Act"......the Companies Act 1985 (as amended)
"Admission"...................the admission of the Placing Shares to trading on
AIM becoming effective in accordance with the
AIM Rules
"AIM".........................AIM, a market operated by the London Stock
Exchange
"AIM Rules"...................the rules for AIM companies and their nominated
advisers issued by the London Stock Exchange
"Board" or "Directors"........the directors of the Company
"Company" or "OFEX Holdings"..OFEX Holdings plc
"CREST".......................the system for paperless settlement of trades and
holdings of uncertificated shares administered
and operated by CRESTCo Limited
"Enlarged Issued Share Capital" the issued ordinary share capital of the Company
immediately following Admission, comprising
the Existing Ordinary Shares and
the Placing Shares (assuming full subscription)
"Existing Ordinary Shares"....the 21,532,701 Ordinary Shares in issue
immediately prior to the Placing
"FSA".........................Financial Services Authority
"FSMA"........................Financial Services and Markets Act 2000
"Form of Proxy"...............the form of proxy for use at the Extraordinary
General Meeting, which is enclosed with this document
"Group".......................the Company and its subsidiary undertakings
"Interim Results".............the interim financial results of the Group for
the six month period ended 30 June 2004
"London Stock Exchange".......London Stock Exchange plc
"Minimum Amount"..............GBP2,841,000
"Newstrack"...................the price and information services provided by
OFEX, relating to the OFEX market
"Numis".......................Numis Securities Limited, nominated adviser and
broker to the Company
"Official List"...............the Official List of the UK Listing Authority
"Options".....................options granted by the Board under the Share
Option Plans
"Ordinary Shares".............the ordinary shares of 5 pence each in the share
capital of OFEX Holdings plc
"OFEX"........................OFEX plc, a subsidiary of OFEX Holdings and the
operator of the OFEX market
"Placing".....................the conditional placing by Numis pursuant to the
Placing Agreement of the Placing Shares with
institutional and other investors
at the Placing Price
"Placing Price"..............5 pence per Placing Share
"Placing Shares"..............the 63,000,000 new Ordinary Shares which are the
subject of the Placing
"Proposed Directors"..........Darren Francis and Simon Brickles
"Registrars"..................Capita Registrars of The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU
"RIE"........................Recognised Investment Exchange, as defined in
section 285 of the FSMA
"Shareholders"................holders of Ordinary Shares
"Unlisted Sector"............the OFEX Market and AIM
"UK" or "United Kingdom"......United Kingdom of Great Britain and Northern
Ireland
"UK Listing Authority" or "UKLA" the Financial Services Authority acting in its
capacity as the competent authority for
the purposes of Part VI of the
Financial Services and Markets
Act 2000 (as amended)
"United States" or "US".......the United States of America, its territories and
possessions, any state of the United States
of America and the District of Colombia and
all other areas subject to its jurisdiction
For further enquiries, please contact:
OFEX Holdings plc 020 7553 2000
Simon Brickles
Numis Securities Limited 020 7776 1500
Charles Crick
Nick Westlake
None of the Ordinary Shares or the Placing Shares has been, nor will be,
registered in the United States under the United States Securities Act of 1933,
as amended, or the securities laws of any state of the United States or under
the securities laws of Canada, Australia, the Republic of Ireland or Japan and
they may not, subject to certain exceptions, be offered or sold directly or
indirectly within the United States, Canada, Australia, the Republic of Ireland
or Japan or to, or for the account or benefit of US persons (as defined in
Regulations S under the US Securities Act of 1933) or any national, citizen or
resident of Canada, Australia, the Republic of Ireland or Japan. This document
does not constitute an offer to sell or issue or the solicitation of an offer
to buy or subscribe for Ordinary Shares or Placing Shares in any jurisdiction
in which such offer or solicitation is unlawful.
The Directors and the Proposed Directors accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the Directors and the Proposed Directors who have taken all
reasonable care to ensure that such is the case the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the impact of such information.
The announcement has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by Numis Securities Limited, which is
regulated by The Financial Services Authority. Numis Securities Limited will
not be responsible to anyone other than OFEX Holdings PLC for providing the
protections afforded to customers of Numis Securities Limited, or for providing
advice in relation to the Placing.
Copies of this document are available free of charge from the Company's
registered office and at the offices of Numis Securities Limited, Cheapside
House, 138 Cheapside, London EC2V 6LH, during normal business hours on any
weekday (Saturdays and public holidays excepted) and shall remain available for
at least one month after Admission.
END
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