Possible Offer for Blue Oar P

RNS Number : 5182K

W.H. Ireland Group PLC

19 December 2008

 



Not for release, publication or distribution in whole or in part into ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

19 December 2008

WH Ireland PLC

Possible Offer by

WH Ireland PLC ('WH Ireland')

for 

Blue Oar PLC ('Blue Oar')

1. Introduction

The Board of WH Ireland is pleased to announce that it is considering a possible offer to be made by WH Ireland to acquire the entire issued and to be issued share capital of Blue Oar (the 'Possible Offer').

The Possible Offer is subject to the pre-conditions set out in paragraph 6 below. 

2. Background to and Reasons for the Possible Offer

WH Ireland is one of the largest regional stockbroking firms in the UK and is involved principally in institutional investment banking, asset management and private client stockbroking. The WH Ireland Board believes that WH Ireland and Blue Oar are highly complementary, and a combination would enable WH Ireland to expand significantly its client base in each of its principal business areas. Blue Oar would bring a significant number of additional retained corporate clients, thereby consolidating WH Ireland’s position as one of the leading advisers to AIM companies. The additional human and financial resource available to the enlarged company would also provide a strengthened platform for further growth. The WH Ireland Board also anticipates that within the enlarged company there will be potential for costs savings and synergies to be realised over time.

3. Information on Blue Oar

The information in this Announcement concerning Blue Oar has been extracted from publicly available sources.

Blue Oar, founded in 1995, is the holding company of five distinct regulated financial services businesses:

• Rowan Dartington & Co Limited        Stockbroking with a focus in South West England

• Astaire & Partners Limited                  Agency stockbroking and private client investment management

• Blue Oar Securities PLC                      Institutional investment banking

• Blue Oar Asset Management LLP     Funds management

• Inteq Limited                                          Australian based corporate advisory firm

Blue Oar's accounts for the year ended 31 December 2007 showed income of £17.2 million (2006: £15.0 million), pre tax profits of £1.9 million (2006: £1.3 million) and net assets of £34.1 million (2006: £29.2 million). Its results for the six months to 30 June 2008 showed a loss before tax of £1.6 million.  

The shares of Blue Oar are admitted to trading on AIM.

4. Information on WH Ireland

WH Ireland is one of the largest independent regional stockbroking houses in the UK. WH Ireland provides investment services to institutions, private individuals and companies, and its activities include institutional investment banking, asset management and private client stockbroking. The Company has 15 offices in the UK including Birmingham, Bristol, Cardiff, Colwyn Bay, Lancaster, Leeds and London, as well as an Australian subsidiary in Perth, Western Australia. 

For the year ended 30 November 2007, turnover was £42.7 million (2006: £30.3 million), pre tax profits were £3.8 million (2006: £3.7 million) and net assets were £19.7 million (2006: £15.4 million). In the six month period to 31 May 2008, turnover was £16.2 million and pre tax losses were £0.7 million.  

The shares of WH Ireland are admitted to trading on AIM.

5. Number of WH Ireland Shares in issue

WH Ireland has 20,866,958 ordinary shares of 5p each in issue as at the date of this announcement, with ISIN GB0009241885. 

6. Pre-conditions to the Possible Offer

WH Ireland's proposal to make an offer for Blue Oar is subject to the following:

                   (i)               the satisfactory completion of due diligence on Blue Oar;

                   (II)              the unanimous recommendation of the Board of Blue Oar.

7. Other

WH Ireland reserves the right to waive any of the pre-conditions to the making of an offer referred to above.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Takeover Code and there can be no certainty that any offer will ultimately be made for Blue Oar even if the pre-conditions set out in paragraph 6 above are satisfied or waived. 

Enquiries: WH Ireland Richard Ford	Tel: [phone]
Rothschild Greg Cant	Tel: [phone]
Biddicks Zoe Biddick	Tel: [phone]

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, has authorised this Announcement for the purposes of section 21 of FSMA. Rothschild  is acting exclusively for WH Ireland and no one else in connection with the Possible Offer and will not be responsible to anyone other than WH Ireland for providing the protections afforded to customers of Rothschild or for providing advice in relation to the Possible Offer or any other matter referred to herein.

Rothschild  has given its written consent to the release of this Announcement containing references to its name in the form and context in which they appear.

The WH Ireland Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the WH Ireland Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Forward Looking Statements

This Announcement contains certain forward-looking statements with respect to (amongst other things) the financial condition, results of operations and business of the Blue Oar and certain plans and objectives of the WH Ireland Board. These forward-looking statements, without limitation, can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'Blue Oar', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the WH Ireland Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements, which are not guarantees of future performance.  

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. WH Ireland assumes no obligation to update or correct the information contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Blue Oar except where expressly stated.  

Dealing Disclosure Requirements

The disclosure requirements are set out in more detail in Rule 8 of the Code. In particular, under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Blue Oar or WH Ireland, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Blue Oar or WH Ireland, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Blue Oar or WH Ireland by WH Ireland or Blue Oar, or by any of their respective 'associates' (within the meaning of the Code), must also be disclosed by no later than 12.00 p.m. (London time) on the Business Day following the date of the relevant transaction.  

A disclosure table giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, you should consult the Panel.  

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]; fax: [phone].

This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities.

APPENDIX

Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise: 

'AIM'	the AIM market operated by the London Stock Exchange
'Announcement'	this document made in accordance with Rules 2.4 and 2.10 of the City Code
'Blue Oar'	Blue Oar PLC
'FSMA'	the Financial Services and Markets Act 2000 (as amended)
'Rothschild'	N M Rothschild & Sons Limited
'WH Ireland' or the 'Company'	WH Ireland Group PLC
'WH Ireland Board' or the 'WH Ireland Directors'	the directors of WH Ireland
'WH Ireland Shares'	ordinary shares of 5p each in the share capital of WH Ireland with ISIN: GB0009241885

 

END

 

 

OFFEASANFLNPFFE