TIDMWHL
RNS Number : 3163V
Westhouse Holdings PLC
11 January 2013
11 January 2013
Westhouse Holdings plc
("Westhouse" or the "Company")
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
Irrevocable undertakings received in favour from Shareholders
representing 75.44%, including Directors' 9.23%
The Board of Westhouse Holdings plc has concluded, after
discussion with a number of its Shareholders and advisers, that it
is in the best interests of the Shareholders to cancel the
admission of the Ordinary Shares of the Company to trading on the
AIM Market of the London Stock Exchange.
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the date of the proposed
Cancellation.
To enable Shareholders to buy and sell Ordinary Shares,
Westhouse plans to put in place a matched bargain trading facility
which will operate after the publication of the annual and interim
results.
The Cancellation is conditional upon the approval of not less
than 75 per cent. of the votes cast by Shareholders at a General
Meeting to be held on Monday, 4 February 2013.
Prior to making this announcement, the Board has sought the
views of a limited number of large Shareholders regarding the
Cancellation. As a result of that consultation, the Board has
received irrevocable undertakings from Shareholders representing
75.44 per cent. to vote in favour of the Resolution. If the
Resolution is passed at the General Meeting, it is anticipated that
the Cancellation will become effective at 7:00am on Tuesday, 12
February 2013.
A notice convening the General Meeting and an accompanying
letter from the Chairman ("the Circular") will be posted to
Shareholders today and will be available on the Company's website.
The information in this announcement has been extracted from the
Circular without material adjustment.
Background and reasons for the Cancellation
2012 has been another tough year for corporate and institutional
brokers as transaction and trading volumes remain at low levels and
pricing remains under pressure. Against this background, the Board
has successfully pursued a strategy of increasing its recurring
income relative to its fixed cost base. This has been achieved in
particular through the hiring of key individuals, the merger with
Arbuthnot Securities Limited, a major enhancement of the research
department and the establishment of a fixed income broking
business.
Additionally the Board has taken a number of steps to reduce
costs, in particular following the merger with Arbuthnot Securities
Limited the head count has been reduced from 99 to 59. While the
steps above have placed Westhouse on a sounder footing they have
not, as yet, brought it to profitability.
Westhouse remains fortunate in having a supportive shareholder
base that has demonstrated its commitment to 'building a broker in
a bear market'. Those Shareholders have made it clear to the
Company that they do not believe, in the near future, that market
circumstances are likely to improve and that they would find it far
easier to support the Company in the private arena to succeed in
its longer term objective of becoming a profitable and vibrant
business serving its corporate and institutional clients.
The trading volume in the Ordinary Shares has remained low at an
average of 9,000 shares per day over the last twelve months.
However, this volume was largely concentrated into several
transactions which were effectively handled by the Company on a
'matched bargain' basis. The underlying liquidity in the Company's
shares is extremely low and, in the opinion of the Directors, is
likely to remain that way for the foreseeable future.
Admission of the shares to trading on AIM also imposes
significant costs in both cash and management time on the Company
and Cancellation therefore forms part of the on-going strategy of
the Company to drive down costs.
Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and is
most likely to promote the success of the Company for the benefit
of its Shareholders. The Directors unanimously recommend that
Shareholders vote in favour of the Resolution and will do so in
respect of their own Ordinary Shares amounting to 9.23 per cent. of
the Ordinary Shares in issue.
Expected timetable of events
Posting of Notice of General 11 January 2013
Meeting
--------------------------------- ---------------------------
Latest time and date for receipt 11:00am on 1 February 2013
of Forms of Proxy
--------------------------------- ---------------------------
Record date 11.00am on 1 February 2013
--------------------------------- ---------------------------
Time and date of General Meeting 11:00am on 4 February 2013
--------------------------------- ---------------------------
Last day of dealings on AIM 11 February 2013
--------------------------------- ---------------------------
Cancellation becomes effective 7:00am on 12 February 2013
--------------------------------- ---------------------------
The above times and/or dates may be subject to change and, in
the event of such change, the revised times and/or dates will be
notified to shareholders by an announcement through a Regulatory
Information Service.
Capitalised terms used in this announcement have the same
meaning as in the Circular sent to Shareholders, dated 11 January
2013.
ENDS
For further information, please contact:
Westhouse Holdings plc
Christopher Getley, Chief Executive Tel: +44 (0) 20 7601 6100
christopher.getley@westhousesecurities.com www.westhousesecurities.com
Smith & Williamson Corporate Finance Limited
Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000
corpfinance@smith.williamson.co.uk www.smith.williamson.co.uk
Cubitt Consulting
Michael Henman Tel: +44 (0) 20 7367 5100
About Westhouse:
Westhouse is a corporate and institutional stockbroking group
with a particular sectoral expertise in investment funds, growth
companies, oil and gas, mining, insurance, media and support
services. Regionally the group's clients have significant exposure
across Europe, Africa, Central Asia and China.
Westhouse is based in London and employs approximately 60
people. Westhouse Securities is authorised and regulated by the
FSA, is a member of the London Stock Exchange, a NOMAD for AIM
companies and a Sponsor for Official List companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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