Northamber PLC
11 March 2008
NORTHAMBER PLC
Proposed Share Capital Reorganisation
Introduction
The Board is pleased to announce that it intends to return a net amount of
£2,938,310, or 10 pence per Ordinary Share, to Shareholders that it considers to
be surplus to the Company's working capital requirements.
The proposed Return of Cash is being made by way of a Share Split of Existing
Ordinary Shares into New Ordinary Shares and C Shares and the subsequent
acquisition of the C Shares by Walker Crips.
Shareholder approval is required to approve these proposals and an Extraordinary
General Meeting is being convened at the offices of the Company, 23 Davis Road,
Chessington, Surrey KT9 1HS, at 9.00 a.m., on 3 April 2008. A circular is today
being posted to Shareholders.
Return of Cash
The Return of Cash is proposed to be made by means of a C Share structure,
pursuant to which Shareholders will receive, following the Share Split, one New
Ordinary Share and one C Share for each Existing Ordinary Share held at 5.00
p.m. on 2 April 2008. All of the C Shares received by Shareholders may be
purchased by Walker Crips on 3 April 2008 for £3,064,000, representing 10 pence
per C Share plus the Expenses. Shareholders will receive a net payment of 10
pence per C Share and the Expenses will be paid to a company within the same
group as Walker Crips.
The C Shares will not be listed on the Official List or admitted to trading on
the London Stock Exchange or any other securities exchange. The New Ordinary
Shares will be admitted to the Official List and admitted to trading on the main
market for listed securities of the London Stock Exchange in the same way as the
Existing Ordinary Shares. Apart from having a different nominal value, the New
Ordinary Shares will be equivalent to the Existing Ordinary Shares in all
respects including as to dividend and voting rights.
Walker Crips will, on exercise by it of the Repurchase Option, buy the C Shares
for £3,064,000, representing 10 pence per C Share plus the Expenses on or about
3 April 2008. Subject to Walker Crips exercising its right under the Repurchase
Option, Shareholders will receive a net payment of 10 pence per share for such C
Shares by 10 April 2008. If the Resolution is not passed at the EGM, the
proposed changes to the Articles of Association will not be made, no C Shares
will be created and the Return of Cash will not take effect.
Based on the closing middle market price of 56 pence per Existing Ordinary Share
on 10 March 2008 (the latest practicable date prior to this announcement), the
proposed Return of Cash represents approximately 18 per cent. of Northamber's
market capitalisation at that date.
It is anticipated that on or about 11 April 2008, the Company will, pursuant to
the Option Agreement, acquire the C Shares from Walker Crips, via an off market
purchase, which shares will then be cancelled.
The Repurchase Option
Pursuant to the exercise of the Repurchase Option, Shareholders will have their
C Shares purchased by Walker Crips. Following completion of the purchase of the
C Shares, Walker Crips will have the right to require the Company to purchase
from Walker Crips those C Shares purchased from Shareholders pursuant to the
Option. Any C Shares repurchased by the Company from Walker Crips will be
cancelled and will not be held as treasury shares.
Pursuant to the exercise of the Repurchase Option, Shareholders will have their
C Shares purchased by Walker Crips, acting as principal, on 3 April 2008, for
£3,064,000, representing 10 pence per C Share plus the Expenses. Shareholders
will receive a net payment of 10 pence per C Share and the Expenses will be paid
to a company within the same group as Walker Crips. The Repurchase Option will
only have any effect if the Resolution is passed at the EGM.
It is expected that Shareholders whose C Shares are purchased will be sent
cheques by 8 April 2008 or have CREST accounts credited in respect of such
purchase on 3 April 2008 (or such later date as the Directors may determine).
Dealings and despatch of documents relating to the Share Split
The Share Split will be made by reference to holdings of Existing Ordinary
Shares on the register of members as at 5.00 p.m. on 2 April 2008 (or such other
time or date as the Directors may determine).
Applications will be made to the UK Listing Authority for the New Ordinary
Shares to be admitted to the Official List, and to the London Stock Exchange for
the New Ordinary Shares to be admitted to trading. Subject to the Share Split
becoming effective, it is expected that admission will become effective and
dealings in the New Ordinary Shares will commence at 8.00 a.m. on 4 April 2008.
The New Ordinary Shares are expected to be credited to the CREST accounts of
those Shareholders who hold their Existing Ordinary Shares through CREST on 4
April 2008. For those Shareholders who hold their Existing Ordinary Shares in
certificated form, no new share certificates will be issued for the New Ordinary
Shares and the existing one will remain valid.
Any Shareholder who sells or otherwise disposes of Existing Ordinary Shares on
or before 5.00 p.m. on 2 April 2008, but who remains on the register of members
at 5.00 p.m. on 2 April 2008, may be obliged to account for the Return of Cash
to the purchaser or transferee.
11 March 2008
ENQUIRIES
Northamber Plc
David Phillips Tel: 020 8296 7000
(Chairman)
Charles Stanley Securities
Philip Davies Tel: 0207 149 6000
EXPECTED TIMETABLE OF EVENTS
Latest time and date for receipt of Form
of Proxy for Extraordinary General Meeting 9.00 a.m. on 1 April 2008
Record Date for the Share Split 5.00 p.m. on 2 April 2008
Extraordinary General Meeting 9.00 a.m. on 3 April 2008
Record Date for completion of Repurchase Option 10.00 a.m. on 3 April 2008
Repurchase Date 3 April 2008
CREST accounts credited 3 April 2008
New Ordinary Shares admitted to the
Official List and dealings commence 8.00 a.m. on 4 April 2008
Despatch of cheques 8 April 2008
DEFINITIONS
'Articles of Association' the articles of association of Northamber from time to time
'C Shares' the unlisted limited voting shares of 4 pence each in the capital
of the Company resulting from the Share Split,
'Board' or 'Directors' the board of directors of Northamber
'Companies Act' the Companies Act 1985, as amended
'Company' or 'Northamber' Northamber PLC, registered in England and Wales with company number
1499584
'CREST' the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo is the Operator (as
defined in such regulations)
'CRESTCo' Euroclear UK & Ireland Limited
'Existing Ordinary Shares' issued ordinary shares of 5 pence each in the capital of Northamber
'Expenses' an amount equal to £125,690 which will be paid by Walker Crips (as
agent for the Shareholders) to Keith, Bayley, Rogers and Co Limited
(a company in the same group as Walker Crips) or as it may direct
in respect of its fees and expenses
'Extraordinary General Meeting' the Extraordinary General Meeting of the Company to be held at 23
or 'EGM' Davis Road, Chessington, Surrey, KT9 1HS at 9.00 a.m. on 3 April
2008
'Form of Proxy' the form of proxy for use by Shareholders in connection with the
EGM
'Listing Rules' the Listing Rules made by the UK Listing Authority for the purpose
of Part VI of the FSMA
'London Stock Exchange' London Stock Exchange plc
'Official List' the official list maintained by the UK Listing Authority for the
purposes of Part VI of the Financial Services and Markets Act 2000,
as amended
'New Ordinary Shares' the new ordinary shares of 1 penny each in the capital of the
Company resulting from the Share Split
'Option Agreement' the proposed contract expected to be entered into between Walker
Crips and the Company on or about 4 April 2008 subject to the
Resolution being passed at the EGM
'Record Date' 10.00 a.m. on 3 April 2008 (or such other time or date as the
Directors may determine)
'Repurchase Date' 3 April 2008 being the date of completion of the Repurchase Option
'Repurchase Option' the option to be granted to Walker Crips by Shareholders to
purchase the C Shares from Shareholders
'Resolution' the special resolution to be proposed at the Extraordinary General
Meeting to implement the Return of Cash and approve the Option
Agreement
'Return of Cash' the transaction comprising the creation of the C Shares by way of
the Share Split and their subsequent acquisition by Walker Crips
'RIS' a regulatory information service as defined by the Listing Rules
'Shareholders' holders of Existing Ordinary Shares, New Ordinary Shares and/or C
Shares, as the context may require
'Share Split' the proposed sub-division and redesignation of each Existing
Ordinary Share in issue at 5.00 p.m. on 2 April 2008 into one New
Ordinary Share and one C Share
'Walker Crips' Walker Crips Stockbrokers Limited (a wholly owned subsidiary of
Walker Crips Group plc)
This information is provided by RNS
The company news service from the London Stock Exchange