Placing & Open Offer at 400p per Share
Wilmington Group Plc
17 February 2000
WILMINGTON GROUP PLC
PLACING AND OPEN OFFER OF 7,289,627 NEW ORDINARY SHARES AT 400P PER SHARE
The Company announces a Placing of 7,289,627 new Ordinary Shares at 400p per
share, subject to the right of qualifying Shareholders to apply for the new
Ordinary Shares under an Open Offer.
The fund raising is being organised to create a platform from which Wilmington
Group can take advantage more rapidly of an anticipated increase in the level
of opportunities for growth, particularly from the Internet and, specifically,
in the Business to Business ('B2B') e-commerce sector.
The majority of the net proceeds of the Placing and Open Offer, which are
estimated to amount to approximately £28.5 million, will initially be used to
repay bank borrowings. However, with the benefit of the enlarged equity base
and ungeared balance sheet resulting from the fund raising, the Directors
intend to organise more flexible bank facilities to take advantage of
acquisition and investment opportunities. In particular, the Directors are
seeking to develop B2B e-commerce initiatives relevant to the Group's
professional and business customer base. The Directors also anticipate that a
number of opportunities will arise from further rationalisation of the media
interests of major communications groups.
DETAILS OF THE PLACING AND OPEN OFFER
WestLB Panmure Limited, as agent for the Company, has agreed to place a total
of 7,289,627 new Ordinary Shares at 400p per share subject to the right of
qualifying Shareholders to apply for the new Ordinary Shares pursuant to the
Open Offer. Qualifying Shareholders are being invited to apply under the Open
Offer for new Ordinary Shares at 400p per share on the following basis:
1 new Ordinary Share for every 10 existing Ordinary Shares
held at close of business on 10 February 2000 and so in proportion for any
other number of Ordinary Shares then held. Fractions of new Ordinary Shares
will not be offered to Shareholders but will be aggregated and placed pursuant
to the Placing for the benefit of the Company.
The Directors and certain other shareholders have irrevocably undertaken not
to apply for 3,506,297 new Ordinary Shares to which they would otherwise be
entitled under the Open Offer and these shares are being placed firm by WestLB
Panmure.
Application will be made to the London Stock Exchange for the 7,289,627 new
Ordinary Shares to be admitted to the Official List. The Placing and Open
Offer are conditional, inter alia, on such admission occurring on 10 March
2000 or by such later date in March 2000 as the Company, Marshall and WestLB
Panmure may agree.
WestLB Panmure will invite tenders from institutional investors to participate
in the placing of up to 2,522,220 of the new Ordinary Shares at rates of up to
1.125 per cent. ('the Tender'). Institutional investors wishing to participate
in the Tender should contact Dominic Morley at WestLB Panmure (020 7 860 3956)
in order to request a form of tender and letter. Forms of tender must be
received by WestLB Panmure no later than 1.00 p.m. on 17 February 2000.
TIMETABLE
The timetable for the Placing and Open Offer is expected to be as follows:-
Latest time and date for splitting Application 3.00 p.m. 7 March 2000
Forms (bona fide market claims only)
Latest time and date for receipt of Application 3.00 p.m. 9 March 2000
Forms and payment in full
Dealings commence in the new Ordinary Shares 10 March 2000
CREST stock accounts credited 10 March 2000
Share certificates in respect of new Ordinary 17 March 2000
Shares despatched
The new Ordinary Shares will, when issued and fully paid, rank pari passu with
the existing Ordinary Shares and will rank for all dividends or other
distributions declared, made or paid after the date of issue of the new
Ordinary Shares save for the final dividend to be declared in respect of the
year ending 29 February 2000.
Further details of the Placing and Open Offer, including the procedures for
application and payment, will be set out in a letter from Marshall and WestLB
Panmure contained in a prospectus which is being sent to Shareholders today
and in the Application Form which will accompany the prospectus. Application
Forms are personal to shareholders and may not be transferred except to
satisfy bona fide market claims.
CURRENT TRADING AND PROSPECTS
The Directors expect the results for the year to 29 February 2000 to reflect
continued healthy overall performance from existing businesses and a
satisfactory initial contribution from Central Law Group which was acquired in
June 1999. A number of titles were acquired from United News & Media Group
towards the end of the Company's financial year and, as indicated at that
time, the impact of seasonal losses and reorganisation costs will be no more
than £500,000 and will be recognised in the current year's accounts. Based on
initial budgets, anticipated opportunities in the market and the benefits of
the proposed fund raising, the Directors expect the Group to continue its
record of development in the next financial year.
Marshall Securities Limited and WestLB Panmure Limited are acting exclusively
for Wilmington Group plc in connection with the Placing and Open Offer.
Marshall Securities Limited and WestLB Panmure Limited are not acting for, and
will not be responsible to, any other person for providing the protections
afforded to customers of Marshall Securities Limited and WestLB Panmure
Limited respectively or for advising any such person on the contents of this
document or any transaction or arrangement referred to herein.
PRESS ENQUIRIES:
Wilmington Group plc
Brian Gilbert, Chief Executive 020 7 251 6499
Marshall Securities Limited
Stephen Connolly 020 7 490 3788
John Webb
WestLB Panmure Limited
Tim Linacre 020 7 638 4010
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