Acquisition
Walker,Crips,Weddle,Beck PLC
13 July 2001
WALKER, CRIPS, WEDDLE, BECK PLC
PROPOSED ACQUISITION OF KEITH, BAYLEY, ROGERS & CO. LIMITED
Walker, Crips, Weddle, Beck plc ('WCWB'), the fully listed stock and share
broker, announces that on 12 July it entered into a conditional agreement to
acquire the entire issued share capital of Keith, Bayley, Rogers & Co. Limited
('KBR'), a company into which the business and certain assets of Keith,
Bayley, Rogers & Co. (the 'Partnership'), a private client stockbroking
partnership based in the City of London, is being transferred, for an initial
consideration of £2,050,000 and deferred consideration of up to £3,000,000
(the 'Acquisition').
The Acquisition is conditional upon, inter alia, the approval of the
Securities and Futures Authority (the 'SFA') and the approval of WCWB's
shareholders in general meeting. All the directors of WCWB, together with
Phillip Brokerage Pte Limited, the holder of 32.2% of the issued share capital
of WCWB, have given irrevocable undertakings to vote in favour of the
necessary resolution. A circular containing further details of the Acquisition
and convening an Extraordinary General Meeting will be posted to shareholders
in due course.
Keith, Bayley, Rogers & Co. is a stockbroking partnership originally
established in 1899. It operates from offices in London and Leeds. Apart from
providing stockbroking services to private and institutional clients, the
Partnership provides Corporate Finance and Financial Management services. In
the financial year ended 27 April 2001 the Partnership generated partnership
profits before taxation of £843,250 on turnover of £4,286,265. The net assets
of the Partnership at 27 April 2001 were £1,873,254, the substantial
proportion of which will be retained by the Partners.
Conditional upon completion of the Acquisition, W Howard Saunders, the senior
partner of Keith, Bayley, Rogers & Co. will be appointed a director of WCWB
and will enter into a service contract under which he will receive a salary of
£75,000 per annum. The service contract will be terminable by either party
giving six months' notice, such notice not to be given before 31 October 2002
The Acquisition will expand WCWB's private stockbroking business with the
addition of Corporate Finance and Financial Management services not currently
provided by WCWB.
The consideration payable for KBR comprises an initial consideration of £
2,050,000 and deferred consideration of up to £3,000,000. The initial
consideration is to be satisfied as to £550,000 in cash (including payment of
an amount due from KBR to the Partnership arising on the purchase of goodwill)
and £1,500,000 by the issue of 1,000,000 new ordinary shares of 20p each in
WCWB at a price of 150p per share. The deferred consideration of up to a
maximum of £3,000,000 will be satisfied by the issue of further new ordinary
shares in WCWB, dependant upon the profits of KBR in the period to 30 April
2003.
Application will be made for the 1,000,000 new ordinary shares in WCWB to be
issued as part of the initial consideration to be admitted to the Official
List of the UK Listing Authority and admitted to trading on the London Stock
Exchange's market for listed securities following allotment.
Michael Sunderland, Chief Executive of WCWB said 'We are delighted to announce
the terms whereby Walker, Crips, Weddle, Beck plc and Keith, Bayley, Rogers &
Co. will merge their businesses to become a much stronger entity in the field
of private client stockbroking. This is an exciting development for both of us
and will enable Walker, Crips, Weddle, Beck plc to have access to two new
divisions covering Corporate Finance and Financial Management. The two
businesses are clearly complementary creating an opportunity of offering a
wider product range to a more diverse clientele and from a more competitive
cost base.'
13 July 2001
For further information contact:
Walker, Crips, Weddle, Beck plc - Michael Sunderland (020 7253 7502)
Keith, Bayley, Rogers & Co - Howard Drummon (020 7827 9988)