Proposals including Merger
Westbury Property Fund Limited
15 August 2007
The Westbury Property Fund Limited
Proposals including a merger with the Eddie Stobart Group
SUMMARY
The Board of Westbury is pleased to announce a series of proposed transactions
which will transform the Company into a multi-modal transport and logistics
business giving its customers access to road, rail, deep sea and inland waterway
transport systems and deep sea port, inland port and rail-connected storage
facilities.
• Merger with the Eddie Stobart Group, a leading UK independent
haulage and logistics company
- aggregate consideration of £138 million,
comprising £62 million in cash and £76 million
in new shares
- present owners Andrew Tinkler and William
Stobart will become substantial shareholders
and lead the management team of Eddie Stobart
Limited as CEO and COO respectively
• Westbury will be renamed Stobart Group Limited
• Creation of a fully integrated asset-backed logistics company
with net assets of over £250 million
• Disposal of substantially all of Westbury's wholly-owned
property portfolio
- aggregate consideration of £142 million
(£62 million net of debt repayment)
- sold to WADI Properties Limited at a small
premium to 30 June NAV
• Acquisition of O'Connor, a rail-connected freight handling
business
- aggregate consideration of £23 million
- assumption of circa £4.5 million of net debt
- consideration to be paid in cash and loan notes
As a consequence of these transactions it is proposed that changes are made to
Westbury's Memorandum of Association, that the existing arrangements with the
Investment Manager are terminated and that new arrangements to incentivise the
Enlarged Group's personnel are implemented.
A prospectus in respect of the Enlarged Group will be posted to shareholders
shortly, as will a separate circular setting out further details of the
Proposals and convening an EGM.
Richard Burrell, investment manager of The Westbury Property Fund Limited,
commented:
'The Board of Westbury believes very strongly that in the coming years the
opportunity for forward-thinking more environmentally-sensitive logistics
businesses will be considerable. I am delighted that in Eddie Stobart we have
found a very talented team of people with a great record who share that view.
Eddie Stobart is a first class business in its own right and together with
Westbury's developing deep sea, inland waterway, rail and storage businesses,
which are considerably strengthened by the acquisition of O'Connor, and the
disposal of substantially all of Westbury's property portfolio, we believe we
have the makings of a compelling multi-modal logistics business which will bring
valuable benefits to customers and shareholders.'
A meeting for analysts will take place at the London Stock Exchange, 10
Paternoster Square, London, EC4M 7LS at 11 a.m. this morning, 15 August 2007.
Enquiries
Assura Group Richard Burrell 0207 107 3830
Louise Bathersby 0207 107 3830 louise.bathersby@assuragroup.co.uk
Lansons Communications Tony Langham 07979 692 287 tonyl@lansons.com
Charlie Field 07884 001 148 charlief@lansons.com
Karen Mignon 07766 651 327 karenm@lansons.com
Cenkos Ian Soanes 020 7397 8924 isoanes@cenkos.com
Cenkos Securities plc, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited undertakes any obligation to update or revise any forward
looking statements, whether as a result of new information, future events or
otherwise. You should not place undue reliance on forward looking statements,
which speak only as of the date of this announcement.
The Westbury Property Fund Limited
Proposals including a merger with the Eddie Stobart Group
Introduction
Westbury has, today, announced a series of proposed transactions which will
transform the Company into a multi-modal transport and logistics business giving
its customers access to road, rail, deep sea and inland waterway transport
systems and deep sea port, inland port and rail-connected storage facilities.
The Proposals include the merger of Westbury with the Eddie Stobart Group, the
disposal of the WPL Portfolio and the acquisition of O'Connor.
Eddie Stobart is a leading independent transport company in the UK logistics
market. It is proposed that the Merger will be effected by the acquisition of
the Eddie Stobart Group by the Company for an aggregate consideration of £137.7
million. The consideration will be satisfied by a cash payment of £61.7 million
and the issue of the Consideration Shares to the Stobart Shareholders upon
Completion at a price of 166.2 pence per share.
It is proposed that the WPL Portfolio be sold to WADI Properties, a company
owned and controlled by the Stobart Shareholders, by means of a sale by the
Company of WPL for a consideration of £142.0 million before expenses. The
consideration will be satisfied by the novation to and the assumption by WADI
Properties of the existing bank debt of £79.8 million associated with the WPL
Portfolio, a cash payment anticipated to be in the region of £30.2 million upon
Completion and WADI Properties agreeing to procure the repayment of WPL's
outstanding intercompany debt to the Company which is anticipated to be in the
region of £32.0 million.
The Company's subsidiary, Westlink, proposes to acquire O'Connor for an
aggregate consideration of £23.0 million. The consideration will be satisfied by
a payment of £2.6 million in cash and the issue by Westlink of £20.4 million in
Guaranteed Loan Notes. Westlink will also assume O'Connor's existing
indebtedness, which the Directors estimate will be approximately £4.5 million
upon completion of the Acqusition.
Upon completion of the Merger, it is proposed that Westbury will be renamed
Stobart Group Limited and changes will be made to its Memorandum of Association
so that it more accurately reflects the activities of the Enlarged Group
following completion of the Transactions. Given the transformation of the
Company it is proposed that the existing arrangements with the Investment
Manager will be terminated and that the Investment Manager will be paid in cash
the full amount of its notice period entitlement and that it will receive the
Settlement Shares in respect of its accrued performance fee. New arrangements to
incentivise the Enlarged Group's personnel are also proposed.
In view of the sizes of the Eddie Stobart Group and the WPL Portfolio in
relation to the Company and the nature of the Transactions each of the Merger
and the Disposal are conditional inter alia on the approval of Shareholders
which will be sought at an Extraordinary General Meeting. The Acquisition is
conditional inter alia upon completion of the Merger. Completion of the Merger
and the Disposal is expected to take place on or around 20 September 2007 and
the Acquisition is expected to complete shortly thereafter.
As the Merger is being treated as a reverse takeover under the Listing Rules,
trading in the Shares will be suspended pending publication of a prospectus
relating to the Enlarged Group. The prospectus is expected to be published
shortly.
Background to and reasons for the Proposals
In August 2006 Westbury repositioned itself as a commercial property and ports
business with the intention of redeploying its assets from commercial property
into the ports and logistics sectors over time in order to create a ports and
logistics business able to provide customers with access to road, rail and deep
sea and inland shipping transport networks. The Company has benefited from
strong growth in the UK commercial property market over the last five years and
the Board considers that future returns from the WPL Portfolio are unlikely to
exceed the total returns that may be achieved from ports, rail and logistics
businesses.
Westbury is actively pursuing its revised strategy with the acquisition of AHC
and the recent disposal of its interest in Mid City Place in addition to seeking
to complete the proposed Transactions.
Eddie Stobart is a long-established logistics business. The core of its business
is domestic road transport but the group has also developed integrated
transport, storage, rail freight and European operations in recent years. Like
Westbury, Eddie Stobart has recognised the potential importance of rail freight
to the UK transport industry and has recently been successful in establishing a
rail transport service for one of its largest customers. The Directors consider
rail transport could offer a complementary service to road transport operations
and could deliver financial, operational and environmental benefits in certain
circumstances. They also believe that access to deep sea and inland shipping
will prove attractive to customers of the Enlarged Group.
The Merger brings together the established integrated logistics operations of
Eddie Stobart with the emerging multi-modal port and rail operations of Westbury
and provides Eddie Stobart with an asset base which can be used to fund the
growth of the business. The Directors believe that the Merger will enable both
groups to accelerate their growth plans and that the combination of the
businesses brings considerable synergy potential to the Enlarged Group.
O'Connor is a rail-linked freight handling business located adjacent to the
Company's recently acquired AHC business in Widnes. In the Directors' view,
bringing the two operations together will bring significant benefits in terms of
operational effectiveness and enable them to offer a wider range of services to
their customers.
In addition to the Transactions, the Company is also proposing: to terminate the
Investment Management Agreement, as the role of the Investment Manager will be
greatly diminished following the Disposal; to implement the Incentive Plan to
incentivise management and Directors in an appropriate manner following
Completion; to change the name of the Company to better reflect the operations
of the Company following the Merger and Disposal; and to change the Company's
Memorandum of Association to reflect the Company's transition from investment
company to trading company.
Information on the Transactions
Principal terms and conditions of the Transaction Agreements
Merger Agreement and Warranty Deed
Pursuant to the terms of the Merger Agreement the Stobart Shareholders have
conditionally agreed to sell and the Company has conditionally agreed to
purchase the entire issued share capital of Stobart Holdings for an aggregate
consideration of £137.7 million. The consideration is to be satisfied by a
payment of £61.7 million in cash and the issue of the Consideration Shares at
166.2 pence per share. The Merger Agreement contains commercial warranties from
the Stobart Shareholders which are usual for this type of transaction.
As a result of the issue of the Consideration Shares, Andrew Tinkler and William
Stobart will together hold 28.5 per cent. of the enlarged issued share capital
of the Company. The Stobart Shareholders have agreed, save in certain
circumstances, not to dispose of the Consideration Shares for a period of 12
months following Completion. Completion of the Merger remains subject to various
conditions precedent including the approval of Shareholders. Pursuant to the
terms of the Merger Agreement, the Investment Manager, the Company and the
Stobart Shareholders have entered into a warranty deed under which the
Investment Manager and the Company have given certain warranties and
undertakings in respect of Westbury in favour of the Stobart Shareholders.
Disposal Agreement
Pursuant to the terms of the Disposal Agreement, the Company has conditionally
agreed to sell and WADI Properties has conditionally agreed to purchase the
entire issued share capital of WPL, the holding company for the WPL Portfolio.
The consideration for the sale of the entire issued share capital of WPL is
£142.0 million which is to be satisfied by a cash payment of £30.2 million and
the novation by the Company to WADI Properties of bank debt of £79.8 million and
WADI Properties agreeing to procure the repayment of WPL's outstanding
intercompany debt to the Company which is anticipated to be in the region of
£32.0 million at Completion. The Disposal Agreement is on conventional terms for
a transaction of this type. Completion of the Disposal remains subject to
various conditions precedent including the approval of Shareholders.
Acquisition Agreement
Pursuant to the terms of the Acquisition Agreement, the O'Connor Shareholders
have conditionally agreed to sell and Westlink has conditionally agreed to
purchase O'Connor for an aggregate consideration of £23.0 million. The
consideration is to be satisfied by a payment of £2.6 million in cash and the
issue of £20.4 million in Guaranteed Loan Notes by Westlink. Westlink will also
assume O'Connor's existing indebtedness which the Directors estimate will be
approximately £4.5 million at Completion. The Acquisition Agreement contains
commercial warranties from the O'Connor Shareholders which are usual for this
type of transaction. Completion of the Acquisition is conditional upon inter
alia completion of the Merger and the consent of the National Westminster Bank
plc and certain finance lessors to the change of control of O'Connor.
Financial Effects of the Transactions
The Transactions will transform Westbury from being a property investment
company with significant logistics investments into a multi-modal transport and
logistics business and the financial profile of the business will change
accordingly.
The Merger and the Acquisition will bring substantial trading businesses into
the Group, increasing the Group's turnover and trading profits considerably
whilst the Disposal will release funds for reinvestment, reducing tangible net
assets and rental income.
As at 30 June 2007 the book value of the WPL Portfolio being sold was £139.4
million, or £59.6 million net of associated bank debt. The Disposal sale
proceeds are estimated to be £141.2 million after expenses representing a
premium of £1.8 million to the net book value. The net proceeds of the Disposal
are estimated to be £58.4 million, after the novation of the Company's
associated bank debt facility to WADI Properties and transaction costs. These
net proceeds will be used to satisfy the cash element of the consideration
payable by the Company to the Stobart Shareholders pursuant to the terms of the
Merger Agreement.
In the year ended 28 February 2007 the Eddie Stobart Group generated EBITDA of
£14.1 million on turnover of £167.9 million and as at that date had net assets
of £11.5 million.
In the year ended 30 March 2007 O'Connor generated profit before tax of £1.6
million on turnover of £11.2 million and as at that date had net assets of £3.9
million.
The Directors consider there to be opportunities to save costs when O'Connor's
operations are combined with those of AHC and they expect the multi-modal
logistics service that the Enlarged Group will be able to offer its customers to
bring considerable revenue synergies. The profits and cash flow of the Eddie
Stobart Group and O'Connor are expected to enhance the Company's ability to pay
a progressive dividend, as described below, whilst further joint venture
investment property sales will release cash for further investment in the
Company's logistics operations.
Information on Eddie Stobart
Introduction
Eddie Stobart is an integrated logistics company which serves the United
Kingdom, as well as having operations in Europe. It has grown significantly
since its incorporation in 1970, by the eponymous Eddie Stobart, and today it
operates a fleet of over 900 vehicles and 1,500 trailers from 27 sites
(including ten customer sites), across the UK, and one site in Belgium. Eddie
Stobart's core business is domestic road haulage, but the company has also
developed integrated transport, storage, rail freight and European operations in
recent years.
Having been in the ownership of the Stobart family since its incorporation, in
2004 Eddie Stobart was sold to a company owned by Andrew Tinkler and William
Stobart. As Chairman and Managing Director respectively of Eddie Stobart, Andrew
Tinkler and William Stobart built and led a management team which has refocused
the business of Eddie Stobart and firmly re-established its growth. Eddie
Stobart is a strong brand in the UK logistics industry. Having grown turnover
and profits in recent years and established an efficient, effective operation,
including scaleable and comprehensive IT, vehicle tracking and scheduling
systems and management structures, the Directors are confident that Eddie
Stobart can exploit its brand and continue to grow strongly.
Eddie Stobart operates primarily from three management locations: Carlisle,
which focuses on specialist fleet planning, storage, logistics and branding;
Appleton Thorn, Warrington which focuses on general and European fleet planning;
and Daventry which is dedicated to Tesco fleet planning and rail operations.
Integrated services provided to customers cover the following:
Transport and Storage
Eddie Stobart operates from a network of 27 sites (including ten customer sites)
across the UK, with one site in Belgium, utilising a fleet of over 900 vehicles.
By targeting and winning complementary contracts Eddie Stobart's planners do
not have to rely solely on finding non-contracted back loads to utilise the
transport fleet (including rail containers). An integrated approach to planning
the fleet and strategic sourcing of contracts that fit the network helps
maximise fleet utilisation, maintains consistent customer service and supports
higher margin work. The efficiency of the fleet benefits from:
• national network covering the whole of the UK mainland;
• the critical mass of fleet and drivers;
• use of a growing number of owner-drivers; and
• a strategic mix of customers and associated route requirements
throughout the UK.
The fleets are planned from dedicated centres which ensures:
• a greater degree of integration than a multi-site planning operation;
• a better understanding and stronger relationships between planners and
drivers;
• greater levels of visibility and control for key management; and
• lower overheads.
The large UK fleet is supported by a fleet of vehicles offering services across
Europe and focusing on niche operations using specialist trailers including
walking floor, fridge, double-deck fridge, mega and secure trailers.
The transport offering integrates with the storage offering of Eddie Stobart
which includes approximately 2.6 million square feet of storage space,
strategically located throughout the UK together with the depot at Lokeren,
Belgium. Eddie Stobart warehouses offer adaptable storage and racking solutions
to a variety of customers. Services offered range from arms length landlord and
tenant agreements through to running consolidated distribution centres. Each
warehouse is Eddie Stobart branded, is serviced by a range of the latest IT
equipment and operates a networked, bespoke, dedicated management system
allowing tight controls over stock, conforming with customers' traceability
requirements. Customers can access their stock levels in real time via
electronic communication. Products catered for include food, medical, packaging,
building materials and consumer goods.
Within some of the warehouse locations Eddie Stobart offers a full 'contract-out
' service. This is an extensive range of solutions tailored to meet individual
customer requirements. Due to the growth of outsourcing, the market for this
service is growing, meaning that there are significant opportunities to generate
additional revenues through focusing on the strategic marketing of this service.
Rail Services
Eddie Stobart recognises the growing demand for energy efficient transport
solutions. Eddie Stobart started its rail operations in 2006 and now operates a
daily round trip rail service from Daventry to Grangemouth five days a week.
In order to reduce carbon emissions and reduce road congestion, the EU and UK
governments are encouraging greater use of rail freight over road transport.
There now exists significant scope for extending this service to existing
customers and for introducing new services to other customers.
Branding and Merchandising
Branding and Merchandising deals with the subscribers to the members club and
sells branded merchandise to the general public via the website and three shops
based at Carlisle, Appleton Thorn and Daventry.
Information on Westbury
Westbury was established in January 2002 as a closed-ended investment company
(The Westbury Property Fund Ltd) incorporated in Guernsey. For the three year
period to December 2006 Westbury achieved a total return (measured by IPD) of
26.6% per annum compared to its benchmark which returned 18% per annum. This
placed Westbury first out of a peer group of 56 over the period.(1)
In August 2006 Westbury repositioned itself as a commercial property, ports and
rail business with the intention of redeploying its assets from commercial
property into ports and logistics sectors. In January 2007 Westbury announced
that it was considering the disposal of a portfolio of its properties.
Westbury owns Port of Weston in Runcorn - a 50 acre site with road, deep sea,
inland waterway and proposed rail access. A significant, 5 year phased
regeneration of the site into an inter-modal port facility is proposed which
will enable freight currently transported by road to be transferred to water and
rail. The proposed regeneration intends to incorporate:
• up to 400,000 square feet of warehousing including a bulk processing
capability and palletised and bonded storage facilities;
• new container handling facilities fronting the Manchester Ship Canal
capable of handling 1 million tonnes of freight per annum;
• an extension to the nearby existing West Coast main line rail siding
into a new on-site rail connected warehouse facility;
• a new link road providing improved access from the local road and
wider motorway network;
• improved navigable access between the dock and the Manchester Ship
Canal in order to accommodate short sea and coastal, as well as deep
sea, shipping vessels; and
• a bulk liquid tank farm and packing facility.
Westbury, through its subsidiary Westlink, has recently completed a strategic
joint venture, VWR, with Victa Railfreight, a rail freight operator.
Westbury announced in March 2007 that it had acquired AHC, a rail terminal
operator and storage, facilities handling and transport business on a 103 acre
site. AHC has a long track record in logistics and train terminal operations and
benefits from longstanding client relationships and secure revenue streams.
There is a substantial rail head on site with four rail sidings which, once
fully operational, offers the potential to boost income levels through rail
freight operations.
Information on the WPL Portfolio
The WPL Portfolio comprises 19 properties located across the UK in the retail,
office, industrial and education sectors and represents the majority of the
Company's wholly-owned portfolio. The WPL Portfolio has been valued by Knight
Frank LLP at £139.4 million as at 30 June 2007 and was producing at that date
rental income of £7.4 million per annum.
Information on O'Connor
O'Connor is a rail terminal operation located immediately adjacent to the AHC
site at Widnes covering approximately 39 acres. O'Connor currently handles four
trains per day with an annual throughput of approximately 70,000 containers. The
operation is a partner in the Mersey Multi Modal Gateway Project. In addition to
its railhead operations O'Connor operates approximately 73 tractor units hauling
containers from the railhead to their final destination. O'Connor currently
operates solely in railhead and in transportation and has no warehousing
activities.
Information on the Enlarged Group
Strategy of the Enlarged Group
Upon Completion, the Enlarged Group will comprise five principal elements:
• the Eddie Stobart contract logistics business;
• the Westlink port interests of Westbury, comprising the Port of
Weston and associated road infrastructure and warehousing,
proposed rail and property interests on connected land;
• AHC and O'Connor which together will create a rail-connected
transport and storage facility operating on adjacent sites
comprising in aggregate 142 acres with ten rail sidings and
approximately 650,000 square feet of warehousing;
• VWR, a rail freight operator; and
• the property and property joint venture interests of Westbury,
comprising one property and nine investments with a book value
as at 30 June 2007 of £80.6 million.
The strategy of the Enlarged Group will be:
• to invest in the Westlink port and rail terminal interests
to create an inter-modal port facility with road, rail, deep sea
and inland waterway access, capable of handling significant
cargo volumes and establish a link to the Eddie Stobart
transport network;
• to pursue organic expansion of the Eddie Stobart business,
with particular emphasis on new opportunities with new and
existing customers;
• to invest in complementary logistics businesses, including
port, rail and road transport businesses, in order to further
develop the Eddie Stobart offering in the UK and Europe; and
• to realise the existing joint venture property interests
according to individual business plans.
Termination of Investment Management Agreement
As a result of the Disposal, the role of the Investment Manager will be greatly
diminished. Therefore, in accordance with the terms of the Investment Management
Agreement it has been agreed between the Company and the Investment Manager
that, should the Disposal be effected, the Investment Management Agreement will
be terminated. On termination of the Investment Management Agreement, the
Investment Manager will be paid £10.7 million in cash, representing the full
amount of its notice period entitlement and the accrued performance fee of £10.6
million will be discharged by the issue of the Settlement Shares at 166.2 pence
per share to the Investment Manager. The Investment Manager has agreed, save in
certain circumstances, not to dispose of the Settlement Shares for a period of
12 months following Completion.
Amendment to the Memorandum of Association
In order to reflect the Company's transition from being a property investment
company to being an asset-backed logistics group the Directors propose certain
changes to the Company's Memorandum of Association including the addition of a
general objects clause 'to carry on business as a general commercial company'
(which, under the Law, shall permit the Company to carry on any trade or
business whatsoever) and more specific objects clauses relating to carrying on
multi-model ports, rail and logistics businesses.
Incentive Plan
The Board considers that the Enlarged Group's personnel are key to its
development and should be appropriately incentivised. Accordingly, it is
proposed that the Company should adopt the Incentive Plan to retain key
employees and to attract new employees. The proposed Incentive Plan provides for
a series of share-based payments, subject to achievement of a variety of
performance criteria. The maximum number of Ordinary Shares which may be awarded
under the Incentive Plan is 5 per cent. of the issued share capital of the
Company from time to time.
Directors and Senior Management of the Enlarged Group
Following Completion, the board of Westbury will remain composed of the current
Directors, each of whom is non-executive.
Each of Stobart Holdings and the principal operating subsidiary of the Enlarged
Group, Eddie Stobart, will be managed by an operational board of directors
composed of the current Eddie Stobart directors and personnel, as well as
further directors who will join from Westlink and the Investment Manager's team
to undertake roles within the Enlarged Group. Andrew Tinkler and William Stobart
will be Chief Executive Officer and Chief Operating Officer respectively of each
operational board of Stobart Holdings and Eddie Stobart.
It is the Board's intention that Richard Burrell and Nigel Rawlings will both
assume part time executive roles on the board of Eddie Stobart and will assume
operational roles in the running of the operational business of the Enlarged
Group during the transitional phase. There is an intention in the medium term
that Richard Burrell and Nigel Rawlings will be invited to join the Board as
non-executive directors.
Employee Option Arrangements
The Board recognises that Richard Burrell and Nigel Rawlings will have important
roles within the Enlarged Group and the development and implementation of its
future strategy. In order to incentivise Richard Burrell and Nigel Rawlings
going forward the Board intends to grant them options to acquire in aggregate up
to 1,504,159 Ordinary Shares at the option price of 166.2 pence per Ordinary
Share for a period of three years following Completion. The granting of such
options is conditional upon inter alia the completion of the Transactions.
Change of Name
Upon completion of the Merger it is proposed that the name of the Company be
changed to Stobart Group Limited.
Financial Reporting
Upon Completion, the Company's accounting reference date will be changed from 31
December to 28 February to conform to that of the Enlarged Group's principal
trading subsidiaries. The first audited annual results for the Enlarged Group
will be prepared for the period to 28 February 2008 and are expected to be
published in May 2008.
Dividend policy
Upon Completion, the Company will adopt a dividend policy more suited to a
trading company. The Board intends to declare dividends on its Ordinary Shares
twice annually at the time of announcement of its interim and final results.
Dividends on the Company's Income Shares will continue to be declared on the
present basis. The Directors are targeting a dividend of 8 pence per Ordinary
Share for the 14 month period ending 29 February 2008.
Extraordinary General Meeting
An Extraordinary General Meeting will be held to consider the Proposals and
notice of this will be shortly despatched to Shareholders.
Completion of the Proposals and admission of the Shares to the Official List and
to trading on the Main Market of the London Stock Exchange is expected to take
place shortly after the EGM.
Enquiries
Assura Group Richard Burrell 0207 107 3830
Louise Bathersby 0207 107 3830 louise.bathersby@assuragroup.co.uk
Lansons Communications Tony Langham 07979 692 287 tonyl@lansons.com
Charlie Field 07884 001 148 charlief@lansons.com
Karen Mignon 07766 651 327 karenm@lansons.com
Cenkos Ian Soanes 020 7397 8924 isoanes@cenkos.com
Cenkos Securities plc, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited undertakes any obligation to update or revise any forward
looking statements, whether as a result of new information, future events or
otherwise. You should not place undue reliance on forward looking statements,
which speak only as of the date of this announcement.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
Acquisition the proposed acquisition of the entire issued share
capital of O'Connor in accordance with the terms of
the Acquisition Agreement
Acquisition Agreement the conditional acquisition agreement dated 15 August
2007 between (1) the O'Connor Shareholders and (2)
Westlink, pursuant to which the O'Connor Shareholders
have agreed to sell and Westlink has agreed to
purchase, the entire issued share capital of O'Connor
Admission the admission of the Shares to the Official List and
to trading on the Main Market of the London Stock
Exchange
AHC AHC Warehousing Limited, a subsidiary of the Company,
acquired on 23 March 2007
Articles of Association the articles of association of the Company
Board or Directors the directors of the Company
Cenkos Cenkos Securities plc, which is authorised and
regulated in the UK by the FSA to carry on investment
business
Channel Islands Stock The Channel Island Stock Exchange, LBG
Exchange or CISX
Company or Westbury The Westbury Property Fund Limited, a closed-ended
investment company incorporated in Guernsey and
registered with number 39117, to be renamed Stobart
Group Limited upon completion of the Merger
Completion completion of the Transactions
Consideration Shares the 45,726,434 Ordinary Shares to be issued as part
of the consideration pursuant to the Merger Agreement
Daventry Daventry International Rail Freight Terminal
Disposal the proposed disposal of the WPL Portfolio which is
to be effected by the proposed sale by the Company of
WPL pursuant to the terms of the Disposal Agreement
Disposal Agreement the conditional agreement dated 15 August 2007
between (1) Westbury and (2)WADI Properties relating
to the Disposal
Eddie Stobart Eddie Stobart Limited, the principal trading company
of the Eddie Stobart Group, incorporated in England &
Wales with registered number 995045
Eddie Stobart Group the Eddie Stobart group of companies comprising
Stobart Holdings and its subsidiary undertakings
Enlarged Group the Group following completion of the Transactions
Extraordinary General Meeting or EGM the extraordinary general meeting of the Company to
consider the Proposals
FSA the Financial Services Authority
FSMA the Financial Services and Markets Act 2000, as
amended
Group the Company, its subsidiaries and its subsidiary
undertakings from time to time
Guaranteed Loan Notes the £20,400,000 guaranteed loan notes 2009 to be
constituted pursuant to the terms of the loan note
instrument to be made by Westlink
Incentive Plan the proposed executive equity plan
Incentive Plan Shares the 8,029,836 Ordinary Shares to be issued in
accordance with the Incentive Plan
Income Shares income shares of 10p each in the capital of the
Company
Investment Management Agreement or IMA the investment management agreement originally
between (1) Westbury Fund Management Limited, (2) the
Company and (3) WPL and dated 15 April 2002 (and most
recently novated to the Investment Manager on 15 May
2006)
Investment Manager Assura Fund Management LLP, the Company's investment
manager
IPD Investment Property Databank
Law The Companies (Guernsey) Law, 1994, as amended
Listing Rules the listing rules issued by the UK Listing Authority,
as amended
London Stock Exchange London Stock Exchange plc
Merger the proposed merger of Westbury and the Eddie Stobart
Group to be effected by the acquisition of the entire
issued share capital of Stobart Holdings pursuant to
the terms of the Merger Agreement
Merger Agreement the conditional merger agreement dated 15 August 2007
between (1) Westbury and (2) the Stobart Shareholders
relating to the Merger
Mid City Place Mid City Place, a property in which Westbury had an
interest of 19.7 per cent.
New Ordinary Shares the Consideration Shares, the Settlement Shares, the
Incentive Plan Shares and the Settlement Shares
O'Connor O'Connor Group Management Limited, incorporated in
England and Wales with registered number 4270084
O'Connor Shareholders S. P. O'Connor, D.S. O'Connor and L.P O'Connor
Official List or Official Lists the Official List maintained by the FSA pursuant to
Part VI of FSMA and/or the Official List of the CISX,
as the context may require
Ordinary Shares ordinary shares of 10p each in the capital of the
Company
Port of Weston the Company's port located at Weston Point, Runcorn
Proposals the Merger, the Disposal, the Acquisition, the change
of name of the Company to Stobart Group Limited, the
proposed changes to the Memorandum of Association the
proposed termination of the Investment Management
Agreement and the adoption of the Incentive Plan,
each to be voted on at the Extraordinary General
Meeting
Settlement Shares the 6,382,474 Ordinary Shares to be issued to the
Investment Manager in connection with the termination
of the Investment Management Agreement
Shares Ordinary Shares and Income Shares
Shareholders holders of Income Shares and/or Ordinary Shares, as
the context may require
Stobart Holdings Stobart Holdings Limited, the holding company of the
Eddie Stobart Group, incorporated in England & Wales
with registered number 5907280
Stobart Shareholders Messrs Andrew Tinkler and William Stobart, the
shareholders of Stobart Holdings Limited
Transactions the Merger, the Disposal and the Acquisition
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 FSMA
VWR Victa Westlink Rail Limited
WADI W. A. Developments International Limited (company
number 4163442)
WADI Properties WADI Properties Limited
Warranty Deed the deed dated 15 August between the Company (1) the
Investment Manager (2) and the Stobart Shareholders
(3) pursuant to which the Company and the Investment
Manager have provided certain warranties and
undertakings to the Stobart Shareholders in
connection with the Company
Westlink Westlink Group Limited
Weston Point location of the Company's port, Port of Weston
WPL Westbury Properties Limited
WPL Portfolio the portfolio of 19 properties owned by WPL
Note 1: These figures are taken from a report prepared by Investment Property
Databank Limited and are calculated on a hypothetical basis given that some of
the Company's assets do not qualify for inclusion in IPD indices.
This information is provided by RNS
The company news service from the London Stock Exchange
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