Capital Structure, Warrants and Loan Stock

RNS Number : 0386J

Worthington Group PLC

31 March 2015

 



Worthington Group plc ("the Company" or "Worthington")

31^st  March 2015

FOR IMMEDIATE RELEASE

Reduction in Warrants and improvement in terms of Warrants and Convertible Loan Stock

Shareholders will recall from the Company's interim and final accounts, published on 29^th August 2014, that the Company's share capital on a fully diluted basis, assuming shareholders agreed to conversion of loan notes and exercise of warrants at 5p, was as follows:

Ordinary shares 14,498,783

Warrants 35,090,378

Options 3,935,671

Unsecured Convertible Loan Notes ("UCLNs") £1,000,000 originally convertible into 20,000,000 ordinary shares at 5p per share subject to shareholders approval.

Secured Convertible Loan Notes ("SCLNs") of £461,393.10 originally convertible into 9,227,862 ordinary shares at 5p per share subject to shareholders approval.

The number of shares in issue on a fully diluted basis, assuming conversion and exercise of all loan stock, warrants and options would therefore have been:  82,752,694

At the time that these warrants, options and loan stock were issued the strike prices were at a premium to the then prevailing share price, and at a time when the Company was in a precarious financial position.

In recognition of the much enhanced prospects for the Company, and following negotiations with the holders of the Warrants and Loan Stock, the Company is pleased to announce the following improved terms:

At the time of the interim accounts, the 20m warrants issued in relation to the Law Financial transaction had already been reduced to 13,090,378 and can now only be exercised at 10p not 5p. Furthermore, if legal proceedings with an aggregate claim value exceeding £10m have not been commenced by the Claimants, pursuant to the Law Financial transaction, by 28^th September 2015, or a settlement of £10m has not been agreed, then half of the loan notes (£500,000) and 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 warrants may not be exercised until 1^st  January 2017 unless the share price of Worthington exceeds £6 per share. If the Worthington share price does, at any time prior to 1^st January 2017, exceed £6 per share, then the number of warrants that can be exercised will reduce from 10m to 3m which, once the share price exceeds £6, can then be exercised with the balance of 7m being cancelled.

The 8m warrants issued to European and Asian Ltd ("E&A"), and the 2m warrants issued to Mr Richard Spurway ("RJS"),  can now only be exercised at 10p not 5p.  Furthermore, E&A may only exercise 2,480,000 of its warrants, and RJS may only exercise 620,000 of his warrants six months after any successful re-listing or takeover of the Company. E&A's  remaining  5,520,000 warrants, and RJS's remaining 1,380,000 warrants may not be exercised until 1^st  January 2017 unless the share price of Worthington exceeds £6 per share. If the Worthington share price does, at any time prior to 1^st January 2017, exceed £6 per share then the number of E&A's warrants remaining that can be exercised will reduce from 5,520,000 to 2,320,000, and the number of RJS's warrants remaining that can be  exercised will reduce from 1,380,000 to 580,000. Once the share price exceeds £6, then these remaining 2,900,000 warrants may then be exercised, with the balance of 4m being cancelled.

It is expected that, once the Company has completed the acquisition of its key takeover targets, improved terms relating to the conversion of secured loan notes and the exercise of related warrants will also be achieved.

The aggregate impact of the above changes is expected to further enhance the NAV per share envisaged by the Company's announcement on the  9^th January 2015.

The interests held by Olympus Trading Group Ltd are held on behalf of more than 300 separate beneficiaries, none of whom would, on exercise or conversion, hold 3% or more of the Company's issued capital. 

Further to the Company's announcements dated 1^st September and 2^nd October 2014 in relation to the issue & conversion of loan notes, and following the exercise of the options referred to above and the conversion of additional loan notes to fund corporate activity, the Company now has 25,016,509 ordinary shares in issue. The fully diluted position as at 30^th March is therefore as follows:

Agreed changes to Worthington Group Plc Capital Structure as at 30th March 2015
	Fully diluted as at 30th March 2015	Assuming no legal case and exceeds £6 per share	Assuming Legal Case and exceeds £6 per share	Assuming Legal case and less than £6 per share	Assuming no legal case and less than £6 per share	Fully diluted as at 29th August 2014
Shares in issue	25,016,509	25,016,509	25,016,509	25,016,509	25,016,509	14,498,783
Warrants Olympus re Law Financial 20m reduced to	13,090,378	0	6,098,378	13,090,378	0	13,090,378
Warrants Olympus re £125,000 placing & £475,000 SCLNs	1,737,500	1,737,500	1,737,500	1,737,500	1,737,500	1,737,500
Warrants Renatus re £125,000 placing &£475,000 SCLNs	6,998,500	6,998,500	6,998,500	6,998,500	6,998,500	6,998,500
Warrants  European & Asian re £475,000 SCLNs	3,024,000	3,024,000	3,024,000	3,024,000	3,024,000	3,024,000
Warrants  European & Asian	8,000,000	4,800,000	4,800,000	8,000,000	8,000,000	8,000,000
Warrants  Richard Spurway re £475,000 SCLNs	240,000	240,000	240,000	240,000	240,000	240,000
Warrants  Richard Spurway	2,000,000	1,200,000	1,200,000	2,000,000	2,000,000	2,000,000
Options	0	0	0	0	0	3,935,671
£1m UCLNs (re Law Financial) Olympus	5,944,405	944,405	5,944,405	5,944,405	944,405	20,000,000
£475,000 SCLNs , Renatus, Olympus, European & Asian and Richard Spurway	4,613,931	4,613,931	4,613,931	4,613,931	4,613,931	9,227,862
Total	70,665,223	48,574,845	59,673,223	70,665,223	52,574,845	82,752,694

It has been agreed between the Company, warrant holders and unsecured loan stock holders that no conversion of unsecured loan stock, or exercise of warrants, that would take the shares in issue above the authorised share capital of the Company (currently 52,736,850), will take place until approval for an increase in the authorised share capital of the Company has been obtained at a General meeting of shareholders of the Company.

Commenting on the amendments to the terms of the loan stock and warrants Doug Ware, CEO of Worthington said, "I am pleased that, as a consequence of the progress that the Company has made, we have been able to secure these improved terms for the Company".

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: [phone]

or email: [e-mail]

PD Cosec - Company Secretary                                        Tel: [phone]

Website: www.worthingtongroupplc.com

Statement ends.

 

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