TIDMWGN
RNS Number : 3651W
Sanctuary Partners Ltd
28 July 2009
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Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
Sanctuary reserves its rights, with the consent of the Takeover Panel, to
implement its acquisition of Wogen by way of a Takeover Offer under the City
Code and Part 28 of the 2006 Act.
28 JULY 2009
RECOMMENDED OFFER
for
WOGEN PLC
by
SANCTUARY PARTNERS LIMITED
to be effected by means of a Scheme of Arrangement
Summary
* The board of Sanctuary Partners Limited ("Sanctuary") (a newly incorporated
company set up by Wogen Management) and the Independent Directors of Wogen plc
("Wogen") are pleased to announce that they have reached agreement on the terms
of a recommended cash offer ("Cash Offer") by Sanctuary to acquire the entire
issued and to be issued share capital of Wogen to be implemented by means of a
scheme of arrangement under Part 26 of the 2006 Act.
* Under the Cash Offer, Wogen Scheme Shareholders will receive for each
Wogen Scheme Share: 41 pence in cash. This represents a premium of
approximately 9 per cent. to the Closing Price of 37.5 pence per Wogen Share on
27 July 2009, the last practical date prior to the date of this announcement and
a premium of 71 per cent. to the Closing Price of 24 pence per Wogen Share on 10
June 2009, the last Business Day prior to the commencement of the offer period.
The Cash Offer values the present issued share capital of Wogen at approximately
GBP18.4 million and the fully diluted issued share capital of Wogen at
approximately GBP19.3 million.
* Sanctuary and the Independent Directors have also reached agreement on the terms
of an alternative non-cash offer ("Securities Offer") to be made solely to the
Wogen Management Shareholders. This alternative offer to Wogen Management
Shareholders is being made with the consent of the Panel under Rule 16 of the
City Code and will require the approval of the Independent Shareholders
(excluding the Other Non-voting Shareholders) by ordinary resolution passed on a
poll at the General Meeting. Under the Securities Offer Wogen Management
Shareholders will, as an alternative to the consideration available under the
Cash Offer, be entitled to receive for each Wogen Scheme Share: one Sanctuary
Ordinary Share or, if they so further elect, either one Sanctuary A Preference
Share, one Sanctuary B Preference Share or 41 pence in nominal amount of
Sanctuary Loan Notes.
* For the purposes of the City Code, Wogen Management are deemed to have a
conflict of interest. Accordingly, a committee of the Board of Wogen
comprising the Independent Directors (namely Michael Hutchinson and Anthony
Shearer) was established for the purposes of considering any offers for the
Company and making recommendations to the Wogen Shareholders.
* The Independent Directors, who have been so advised by Canaccord Adams, consider
the terms of the Cash Offer to be fair and reasonable and in the best interests
of Wogen and the Wogen Shareholders as a whole. In providing its advice,
Canaccord Adams has taken into account the commercial assessments of the
Independent Directors. Accordingly the Independent Directors will unanimously
recommend that, in the absence of a higher offer, the Independent Shareholders
vote in favour of the Proposals as they have irrevocably undertaken to do in
respect of their own beneficial holdings of 25,000 Wogen Shares representing
approximately 0.06 per cent. of the existing issued ordinary share capital of
Wogen.
* The Wogen Management Shareholders have irrevocably undertaken, in respect of
their beneficial holdings of 27,285,421 Wogen Shares representing approximately
60.8 per cent. of the existing issued ordinary share capital of Wogen, to vote
in favour of the Scheme Resolutions to be proposed at the Second Court Meeting
and at the General Meeting (other than the Ordinary Resolution to approve the
Management Arrangements on which they are precluded from voting by reason of
Rule 16 of the City Code) and to elect for the consideration available under the
Securities Offer and not for the Cash Consideration under the Cash Offer.
* An irrevocable undertaking to vote in favour of the Proposals has also been
received from New Star Financial Opportunities Fund Limited in respect of their
beneficial holding of 750,000 Wogen Shares representing approximately 1.7 per
cent. of the existing issued ordinary share capital of Wogen.
Commenting on the transaction, Michael Hutchinson, the Chairman of Wogen and one
of the Independent Directors, said:
"The Independent Directors are pleased to be recommending this offer from the
Wogen Management, at a time when the prospects and future for the Company are
particularly uncertain. The offer gives shareholders the opportunity to realise
a significant cash premium to the price on 10 June 2009, being the day before
Wogen Management announced their initial approach."
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Scheme will be subject to the conditions
set out in Appendix I to this announcement and to the further terms to be set
out in the Scheme Circular. The Scheme Circular is expected to be sent to Scheme
Shareholders on or about 18 August 2009 and will include the anticipated
timetable for implementation of the Scheme. The anticipated date for posting of
the Scheme Circular is based on Wogen's current expectations and may be subject
to change.
If the expected date of the Court Hearings of Wogen's application for the
sanction of the Scheme is changed then Wogen will give adequate notice of that
change by issuing an announcement through a Regulatory Information Service.
Enquiries:
+------------------------------------------+-------------------------------+
| Canaccord Adams (financial advisers to | |
| Wogen) | |
+------------------------------------------+-------------------------------+
| Simon Bridges | Tel +44 (0)20 7050 6500 |
| Henry Fitzgerald-O'Connor | |
| Corfin Communications (public relations | Tel +44 (0)20 7977 0020 |
| adviser | |
| to to Wogen) | Tel: 44 (0)20 7222 2171 |
| Harry Chathli, Victoria Ward | |
| Wogen Plc | |
| Michael Hutchinson | |
+------------------------------------------+-------------------------------+
| Citroen Wells (financial adviser to | |
| Sanctuary) | |
+------------------------------------------+-------------------------------+
| Eric Charles | Tel:44 (0)20 7304 2000 |
| Sanctuary Partners Limited | Tel: 44 (0)20 7222 2171 |
| Neil Poulter | |
| | |
+------------------------------------------+-------------------------------+
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and
no one else in relation to the Scheme and the Proposals and will not be
responsible to anyone other than Sanctuary for providing the protections
afforded to clients of Citroen Wells or for providing advice in relation to the
Proposals, the Scheme or any matter or arrangement referred to in this
announcement.
Canaccord Adams, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Wogen and no one else in relation to the
Scheme and the Proposals and will not be responsible to anyone other than
Wogen for providing the protections afforded to clients of Canaccord Adams or
for providing advice in relation to the Proposals, the Scheme or any matter or
arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Proposals or otherwise. The Proposals will be made solely through the Scheme
Circular, which will contain the full terms and conditions of the Proposals,
including details of how to vote in respect of the Proposals. Any acceptance or
other response to the Proposals should be made only on the basis of the
information in the Scheme Circular. Wogen Shareholders are advised to read
carefully the formal documentation in relation to the Scheme once it has been
despatched.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless
otherwise determined by Sanctuary and permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by the use of the mails of, or by any other means or instrumentality
(including, without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national state or securities exchange
of any Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facility.
Nothing in this announcement is intended to be, or is to be construed as, a
profit forecast or to be interpreted to mean that earnings per Wogen Share for
the current or future financial years of Wogen will necessarily match or exceed
the historical published earnings per Wogen Share.
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Wogen and the Wogen
Group and certain plans and objectives of the boards of directors of Wogen and
Sanctuary. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning. By their nature, forward-looking statements
involve risks and uncertainties that could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Wogen's and Sanctuary's abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this document. Wogen and Sanctuary assume no obligation and do not
intend to update or correct these forward?looking statements, except as required
pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Wogen, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Scheme becomes effective or the Proposals lapse or are otherwise withdrawn, or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Wogen, they will be deemed to
be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Wogen by Sanctuary, or by Wogen, or any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk .
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Takeover Panel.
_____________________________________
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
Sanctuary reserves its rights, with the consent of the Takeover Panel, to
implement its acquisition of Wogen by way of a Takeover Offer under the City
Code and Part 28 of the 2006 Act.
28 July 2009
RECOMMENDED OFFER
for
WOGEN PLC
by
SANCTUARY PARTNERS LIMITED
to be effected by means of a Scheme of Arrangement
1. Introduction
The board of Sanctuary (a newly incorporated company set up by Wogen Management)
and the Independent Directors of Wogen are pleased to announce that they have
reached agreement on the terms of a recommended cash offer ("Cash Offer") by
Sanctuary to acquire the entire issued and to be issued share capital of Wogen
to be implemented by means of a scheme of arrangement under Part 26 of the 2006
Act.
Sanctuary and the Independent Directors have also reached agreement on the terms
of an alternative non-cash offer ("Securities Offer") to be made solely to the
Wogen Management Shareholders. This alternative offer to Wogen Management
Shareholders is being made with the consent of the Panel under Rule 16 of the
City Code and will require the approval of the Independent Shareholders
(excluding the Other Non-voting Shareholders) by ordinary resolution passed on a
poll at the General Meeting. Under the Securities Offer Wogen Management
Shareholders will, as an alternative to the consideration available under the
Cash Offer, be entitled to receive for each Wogen Share: one Sanctuary Ordinary
Share or, if they so further elect, either one Sanctuary A Preference Share, one
Sanctuary B Preference Share or 41 pence in nominal amount of Sanctuary Loan
Notes. For the purposes of the City Code, Wogen Management are deemed to have a
conflict of interest. Accordingly, a committee of the Board of Wogen comprising
the Independent Directors (namely Michael Hutchinson and Anthony Shearer) was
established for the purposes of considering any offers for the Company and
making recommendations to the Wogen Shareholders.
2. The Proposals
Cash Offer
It is intended that the Cash Offer will be effected by way of a Court approved
scheme of arrangement under Part 26 of the 2006 Act. The Scheme will be subject
to the Conditions and certain terms set out in Appendix 1 to this announcement
and to the further terms to be set out in the Scheme Circular.
Under the Cash Offer, Wogen Scheme Shareholders will receive for each Wogen
Scheme Share: 41 pence in cash.
This represents a premium of approximately 9 per cent. to the Closing Price of
37.5 pence per Wogen Share on 27 July 2009, the last practical date prior to the
date of this announcement and a premium of 71 per cent. to the Closing Price of
24 pence per Wogen Share on 10 June 2009, the last Business Day prior to the
commencement of the offer period. The Cash Offer values the present issued share
capital of Wogen at approximately GBP18.4 million and the fully diluted issued
share capital of Wogen at approximately GBP19.3 million.
Management Arrangements
Sanctuary and the Independent Directors have also reached agreement on the terms
of an alternative non-cash offer ("Securities Offer") to be made solely to Wogen
Management Shareholders.
Under these arrangements Wogen Management Shareholders will, as an alternative
to the consideration available under the Cash Offer, be entitled to elect to
receive for each Wogen Share: one Sanctuary Ordinary Share or, if they so
further elect, either one Sanctuary A Preference Share, one Sanctuary B
Preference Share or 41 pence in nominal amount of Sanctuary Loan Notes.
The Management Arrangements accordingly allow the Wogen Management Shareholders
to have an ongoing interest in the future and prospects of the continuing Wogen
business. Without such an ongoing interest, Sanctuary would have not been
willing to make an offer for Wogen.
Citroen Wells, financial advisers to Sanctuary, have valued each Sanctuary
Ordinary Share and each Sanctuary A and B Preference Share at 41 pence and the
Sanctuary Loan Notes at par.
A summary of the principal terms of the Sanctuary A Preference Shares, the
Sanctuary B Preference Shares, the Sanctuary Ordinary Shares and the Sanctuary
Loan Notes can be found in Appendix IV.
General Meeting
Rule 16 of the City Code provides that, except with the consent of the Panel, an
offeror or persons acting in concert with an offeror may not make arrangements
with shareholders and may not deal or enter into arrangements to deal in shares
of the offeree company or enter into arrangements which involve an acceptance of
an offer either during an offer period or when an offer is reasonably in
contemplation if there are favourable conditions attached which are not being
extended to all shareholders. Wogen will convene a General Meeting, at the
request of the Panel, to approve specifically the Ordinary Resolution. This is
because only the Wogen Management Shareholders will be able to participate in
the Securities Offer. Under the City Code, the Panel therefore treats Wogen
Management Shareholders as receiving different offer terms, which are not
extended to all Scheme Shareholders, and have therefore required a simple
majority vote by poll of the Independent Shareholders alone to approve the
Management Arrangements.
Included within the Independent Shareholders are certain shareholders holding in
aggregate 2.3% of the issued share capital of Wogen who, whilst not being
classed as Wogen Management Shareholders, are deemed not to be independent for
the purposes of Rule 16 of the City Code and will therefore not be permitted to
vote on the Ordinary Resolution at the General Meeting ("Other Non-voting
Shareholders").
Canaccord Adams has advised the Independent Directors that the terms of the
Management Arrangements are fair and reasonable so far as the Independent
Shareholders are concerned. In providing this advice, Canaccord Adams has taken
into account the Independent Directors commercial assessments.
3. The Scheme Approval Process
Approval of the Scheme will be sought from the relevant Wogen Shareholders at
the two Court Meetings and the General Meeting and sanction of the Scheme will
be sought from the Court.
In order to become effective:
* the Scheme must be approved at the First Court Meeting by the passing of a
resolution by a majority in number of the Independent Shareholders, present and
voting at such meeting, either in person or by proxy, representing not less than
75 per cent. in value of the Wogen Scheme Shares held by such Shareholders;
* the Scheme must be approved at the Second Court Meeting by the passing of a
resolution by a majority in number of the Wogen Management Shareholders, present
and voting at such meeting, either in person or by proxy, representing not less
than 75 per cent. in value of the Wogen Scheme Shares held by such Shareholders;
* the Special Resolution must be passed at the General Meeting by Wogen
Shareholders representing at least 75 per cent. of the votes cast;
* in order to satisfy the requirements of Rule 16 of the City Code, the Ordinary
Resolution must be passed at the General Meeting by a simple majority of the
votes cast by Wogen Shareholders (other than the Wogen Management Shareholders
and the Other Non-voting Shareholders, who will not be entitled to vote on the
resolution);
* the Scheme will require the sanction of the Court and confirmation by the Court
of the Capital Reduction;
* the completion of the relevant filings with the Registrar of Companies; and
* the satisfaction or waiver of the other conditions set out in Appendix 1 of this
announcement.
4. Background to and Reasons for the Recommendation
Wogen floated on the AIM market of the London Stock Exchange in October 2005. At
that time the Company had a focused strategy to expand its trading activities
internationally and in particular to increase its presence in China.
In the financial year to September 2005, the Company reported revenue of
GBP218.2 million and record profit before tax of GBP23.6 million. Since 2005 and
the time of the AIM flotation, the Company's revenues and profits have declined
with a loss before tax of GBP2.2 million being reported in the financial year
ended 30 September 2008. The Company's interim results to 31 March 2009 showed a
further deterioration in the financial performance as revenue for the six months
fell to GBP66 million and a loss before tax of GBP3.0 million.
The Company's financial performance over the last 12 months is linked to the
rapid deterioration in the specialty metals market through this period which has
seen both the value of metals and the volumes traded fall significantly. The
difficult market conditions which the Company has been operating in are
continuing with value and volumes remaining at low levels. The Independent
Directors are mindful that with the global economic downturn continuing to
affect the Company's key end markets, these trading conditions may continue for
some time to come.
In the original AIM Admission Document the board of Wogen identified significant
opportunities for the Company's growth and stated that it intended to focus on
the following:
* to expand the geographical scope of the Company's trading activities;
* to strengthen further the Company's market share in the metals in which it
specialises; and
* to increase the Company's agency and third party activities in China and
elsewhere.
The Independent Directors believe that the prospects for each of these
opportunities now look a lot more difficult than they did at the time of
flotation nearly four years ago. The geographical expansion which centred
around Brazil and India has to date failed to be successful in financial terms
due to counterparty contract failures. The Company has suffered as a result of
the general move worldwide to disintermediate the role of the trader in the
supply chain for specialty metals. In China, the development of activities has
been slower than the Company originally hoped and no new substantial agencies
have been obtained as producers have wished instead to deal direct in such an
important market.
With a falling share price and a shrinking profit turning to losses in both the
last and the current financial years, the Company has found it harder to put in
place reward and incentive schemes suitable for attracting new traders. This
has led to an ageing senior team who continue to own a controlling interest in
the Company's share capital, with no solution since the flotation to implement
succession planning. The Company has remained highly reliant on the trading
performance of a few key traders and, as such, its future results have the
propensity for significant volatility, and the objectives set out at the time of
the AIM listing are no longer valid.
The Wogen Management have stated their intention, should the Scheme become
effective, to reorganise the shareholder structure of the Company so that over
time, as a private company, there is a structure put in place that allows the
Wogen shares to be more widely owned by its employees and for the next
generation of Wogen traders to be properly incentivised. Wogen's business is
very dependent on the Wogen Management who, by making this offer, have indicated
their firm preference for private company status with equity participation. The
Independent Directors believe that it would be unwise to frustrate this
objective given the current challenging trading conditions and the level of the
Cash Offer which represents a significant premium to the share price before the
intention to make an offer announcement was made.
The Independent Directors note that the Cash Offer represents:
* a premium of approximately 71 per cent. to the Closing Price of 24 pence per
Wogen Share on 10 June 2009, being the last business day prior to the
announcement of an approach which might or might not lead to the making of an
offer;
* a premium of approximately 9 per cent. to the Closing Price of 37.5 pence per
Wogen Share on 27 July 2009, being the last business day prior to this
announcement; and
* a premium of approximately 110 per cent. to the average Wogen share price over
the six month period prior to the announcement of an approach.
5. Independent Directors' Recommendation and Irrevocable Undertakings
The Independent Directors, who have been so advised by Canaccord Adams, consider
the terms of the Cash Offer to be fair and reasonable and in the best interests
of Wogen and the Wogen Shareholders as a whole. In providing its advice,
Canaccord Adams has taken into account the commercial assessments of the
Independent Directors. Accordingly the Independent Directors will unanimously
recommend that, in the absence of a higher offer, the Independent Shareholders
vote in favour of the Proposals as they have irrevocably undertaken to do in
respect of their own beneficial holdings of 25,000 Wogen Shares representing
approximately 0.06 per cent. of the existing issued ordinary share capital of
Wogen.
6. Wogen Management Shareholders' Irrevocable Undertakings and Other Irrevocable
Undertakings
In addition to the irrevocable undertakings from the Independent Directors
referred to above, Sanctuary has also received from the Wogen Management
Shareholders irrevocable undertakings to vote their aggregate holding of
27,285,421 Wogen Scheme Shares (constituting 60.76 per cent. of the existing
issued ordinary share capital of Wogen) in favour of the Scheme Resolutions to
be proposed at the Second Court Meeting and at the General Meeting (other than
the Ordinary Resolution to approve the Management Arrangements, on which they
and the Other Non-voting Shareholders are precluded from voting by reason of
Rule 16 of the City Code) and to elect for the consideration available under the
Securities Offer and not for the Cash Consideration under the Cash Offer.
An irrevocable undertaking to vote in favour of the Proposals has also been
received from New Star Financial Opportunities Fund Limited in respect of their
beneficial holding of 750,000 Wogen Shares representing approximately 1.7 per
cent. of the existing issued ordinary share capital of Wogen.
Further details of the irrevocable undertakings referred to in this paragraph
and paragraph 5 are set out in Appendix II.
7. Information on Wogen Group
The Wogen Group primarily engages in the physical trading of specialty metals
and minerals and the provision of agency and consultancy services to third
parties, primarily in China. The Wogen Group has long-standing relationships and
is in regular contact with major producers, traders and consumers of specialty
metals and minerals worldwide and uses these relationships and its traders'
knowledge and overall understanding of the market for each metal to take
positions in these markets.
The Wogen Group started trading in London in 1972 and has since expanded to open
offices in China, Russia, and South Africa and has appointed consultants based
in Spain and Ukraine. Wogen was admitted to trading on AIM on 31 October 2005.
8. Current trading
In the six months to 31 March 2009, the Company reported a loss before tax of
GBP3.0 million, down from a profit before tax of GBP2.3m for the six months to
31 March 2008. Revenue fell to GBP66 million, down from GBP113 million in the
same period the previous year. The Company reported net assets of GBP24.2m as at
31 March 2009.
At the time of the interim results, the Company noted that the difficult market
conditions had continued into the second half of the year with volumes and
revenue remaining low and that the global economic downturn may continue for a
considerable time. Since the announcement of the interim results, in the opinion
of the Independent Directors, there has been no material change in this view.
9. Information on Sanctuary
Sanctuary was incorporated in England and Wales on 1 July 2009 on the
instructions of Wogen Management for the purpose of making the Proposals. The
only Sanctuary share currently in issue is one subscriber share and the only
agreements entered into by Sanctuary are agreements relating to the making and
implementation of the Proposals and matters ancillary thereto.
Upon completion of the Proposals, the only shareholders in Sanctuary will be the
Wogen Management Shareholders.
10. Directors, Management and Employees
The Wogen Management have agreed to remain as directors of Wogen after the
Scheme Effective Date. The Independent Directors have agreed to resign from the
Board of Wogen on the Scheme Effective Date.
Sanctuary has given assurances that, following the Scheme becoming effective,
the existing employment rights, including accrued pension rights, of Wogen's
employees will be fully safeguarded and its plans for Wogen do not include any
material changes in the conditions of employment of Wogen employees.Furthermore,
Sanctuary has indicated that it does not currently intend to change the
locations of Wogen's places of business or redeploy any of its fixed assets and
that there will be no material change in the Wogen Group's day to day business.
11. Wogen Share Schemes
Appropriate proposals will be made in due course to participants in the
Wogen Share Schemes in accordance with Rule 15 of the City Code. It is intended
that under these proposals option holders will be given notice entitling them to
exercise their Wogen options during the period of six months from the Scheme
Effective Date or alternatively to roll them over into new options of equivalent
value and on equivalent terms over Sanctuary Ordinary Shares. Any options over
Wogen Shares which have not been rolled over in this way and remain unexercised
at the end of this six month period will lapse.
12. Cash Confirmation and Financing Arrangements
The Cash Consideration payable under the Cash Offer will be funded as to GBP2.32
million by way of loans to Sanctuary (in respect of which Sanctuary Loan Notes
will be issued at par after the Scheme Effective Date) from certain members of
Wogen Management and as to GBP5.2 million by way of dividend from Wogen to
Sanctuary upon the Scheme becoming effective. This dividend will be funded from
Wogen's existing cash resources.
Citroen Wells, financial adviser to Sanctuary, has confirmed that it is
satisfied that sufficient resources are available to Sanctuary to satisfy the
full Cash Consideration payable to Wogen Scheme Shareholders under the terms of
the Cash Offer, having taken into account the irrevocable undertakings given by
Wogen Management Shareholders to accept the Securities Offer instead of the Cash
Offer.
13. Scheme of Arrangement
It is intended that the Proposals will be effected by means of a Court approved
scheme of arrangement between Wogen and the Scheme Shareholders under Part 26 of
the 2006 Act (although Sanctuary reserves with the consent of the Takeover Panel
the right to elect to effect the acquisition of Wogen by way of a Takeover
Offer). The purpose of the Scheme is to enable Sanctuary to become the owner of
the entire issued share capital of Wogen. The procedure involves an application
by Wogen to the Court to sanction the Scheme and to confirm the cancellation of
the Scheme Shares, in consideration for which the Independent Shareholders will
receive the Cash Consideration under the Cash Offer and Wogen Management
Shareholders will receive either the Cash Consideration under the Cash Offer or
the Securities Consideration under the Securities Offer, as set out in paragraph
2 of this announcement. Under the Scheme each Wogen Scheme Share will be
cancelled and a like number of new Wogen Shares will be issued fully paid to
Sanctuary. The reserve arising from the cancellation of the Scheme Shares will
be used in paying up in full such new Wogen Shares.
To become effective the Scheme requires, amongst other things, the approval of a
majority in number of the Independent Shareholders present and voting at the
First Court Meeting, either in person or by proxy, representing not less than 75
per cent. in value of the Scheme Shares held by such Independent Shareholders as
well as the approval of a majority in number of the Wogen Management
Shareholders present and voting at the Second Court Meeting, either in person or
by proxy, representing not less than 75 per cent. in value of the Scheme Shares
held by such Wogen Management Shareholders.
Implementation of the Scheme will also require the passing of the Special
Resolution at the General Meeting. The Special Resolution will require the
approval of Wogen Shareholders representing at least 75 per cent. of the votes
cast on the resolution at the General Meeting.
Following the Meetings, the Scheme will only become effective following sanction
by the Court of the Scheme and confirmation by the Court of the Capital
Reduction and delivery of the Court Orders to and, in the case of the Capital
Reduction, registration of the Court Order by, the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting.
Further details of the Scheme will be contained in the Scheme Circular.
The implementation of the Scheme is further subject to the satisfaction or
waiver of all the Conditions.
14. Implementation Agreement
Sanctuary and Wogen have entered into an Implementation Agreement which governs
their relationship during the period until the Scheme becomes effective, lapses
or is withdrawn. In this agreement the parties have agreed to co-operate to
implement the Scheme and the Proposals.
15. Disclosure of interests in Wogen
As at the close of business on 27 July 2009, being the latest Business Day prior
to this announcement, neither Sanctuary nor any Sanctuary Director nor, so far
as Sanctuary is aware, any person deemed to be acting in concert with Sanctuary,
had any disclosable interest in or right to acquire directly or indirectly any
Wogen Shares or securities convertible into or exchangeable for Wogen Shares or
relevant derivatives apart from the 27,285,421 Wogen Shares held by the Wogen
Management Shareholders, and the 1,254,669 Wogen Shares the subject of options
granted pursuant to the Wogen Share Schemes to certain members of Wogen
Management. It is intended that Sanctuary will acquire one Wogen Share before
the date of the General Meeting in order to avoid the need for a valuation under
section 103 of the 1985 Act upon the Scheme becoming effective.
16. Delisting
The London Stock Exchange will be requested to cancel the trading in Wogen
Shares on AIM with effect from the close of business on the Business Day
immediately prior to the Scheme Effective Date. No transfers of Wogen Shares
will be registered after 6.00 pm on that date. On the Scheme Effective Date,
share certificates in respect of Wogen Shares will cease to be valid. In
addition entitlements to Wogen Shares held with the CREST system will be
cancelled on the Scheme Effective Date.
17. General
The Scheme will be subject to the Conditions and to the further terms set out in
this announcement and the Scheme Circular. The Scheme Circular will include full
details of the Scheme, together with notices of the Court Meetings and the Wogen
General Meeting and will be sent to Wogen Shareholders and, for information
only, to Wogen option holders, as soon as practicable but in any event within 28
days of this announcement unless otherwise agreed with the Panel.
In deciding whether or not to vote in favour of the Scheme, Wogen Scheme
Shareholders should rely on the information contained in, and follow the
procedures described in, the Scheme Circular and accompanying forms of proxy and
securities election form.
The Scheme will be governed by English law and be subject to the applicable
requirements of the City Code, the Takeover Panel and the London Stock Exchange.
The implications of the Scheme for persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
Enquiries:
+-------------------------------------------+-------------------------------+
| Canaccord Adams (financial adviser to | |
| Wogen) | |
+-------------------------------------------+-------------------------------+
| Simon Bridges | Tel +44 (0)20 7050 6500 |
| Henry Fitzgerald-O'Connor | Tel +44 (0)20 7977 0026 |
| Corfin Communications (public relations | Tel: 44 (0)20 7222 2171 |
| adviser to to Sanctuary) | |
| Harry Chathli | |
| Wogen Plc | |
| Michael Hutchinson | |
+-------------------------------------------+-------------------------------+
| Citroen Wells (financial adviser to | |
| Sanctuary) | |
+-------------------------------------------+-------------------------------+
| Eric Charles | Tel:44 (0)20 7304 2000 |
| Sanctuary Partners Limited | Tel: 44 (0)20 7222 2171 |
| Neil Poulter | |
| | |
+-------------------------------------------+-------------------------------+
The Sanctuary Directors (whose names are set out in Appendix II) accept
responsibility for the information contained in this announcement relating to
Sanctuary and the Sanctuary Directors. To the best of the knowledge and belief
of the Sanctuary Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Wogen Directors (whose names are set out in Appendix II) accept
responsibility for the information contained in this announcement relating to
Wogen, the Wogen Group and themselves and their immediate families and connected
persons other than the recommendation of the terms of the Scheme by the
Independent Directors and the information set out in paragraph 4 for which the
Independent Directors alone accept responsibility. To the best of the knowledge
and belief of the Wogen Directors (who have taken all reasonable care to ensure
that such is the case) the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Independent Directors accept responsibility for the recommendation of the
Cash Offer and the information set out in paragraph 4. To the best of the
knowledge and belief of the Independent Directors (who have taken reasonable
care to ensure that such is the case), the information contained herein for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Citroen Wells, chartered accountants, are acting exclusively for Sanctuary and
no one else in relation to the Proposals and/or the Scheme and will not be
responsible to anyone other than Sanctuary for providing the protections
afforded to clients of Citroen Wells or for providing advice in relation to the
Proposals, the Scheme or any matter or arrangement referred to in this
announcement.
Canaccord Adams, which is authorised and regulated by the Financial Services
Authority, is acting exclusively for Wogen and no one else in relation to the
Proposals and/or the Scheme and will not be responsible to anyone other than
Wogen for providing the protections afforded to clients of Canaccord Adams or
for providing advice in relation to the Proposals, the Scheme or any matter or
arrangement referred to in this announcement.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Proposals on otherwise. The Proposals will be made solely through the Scheme
Circular, which will contain the full terms and conditions of the Proposals,
including details of how to vote in respect of the Proposals. Any acceptance or
other response to the Proposals should be made only on the basis of the
information in the Scheme Circular. Wogen Shareholders are advised to read
carefully the formal documentation in relation to the Scheme once it has been
despatched.
Appendix I to this announcement contains the conditions and certain further
terms of the Scheme.
Appendix II to this announcement contains the names of the Sanctuary Directors
and the Wogen Directors and information concerning the irrevocable undertakings
referred to in paragraphs 5 and 6.
Appendix III to this announcement contains details of the bases and sources of
the financial information set out in this announcement.
Appendix IV to this announcement contains a summary of the principal terms of
the Sanctuary A Preference Shares, the Sanctuary B Preference Shares, the
Sanctuary Ordinary Shares and the Sanctuary Loan Notes.
Appendix V to this announcement contains definitions of certain expressions used
in this announcement.
All times referred to are London times.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction outside the UK should inform themselves about, and observe any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
If the acquisition of Wogen is implemented by way of a Takeover Offer (unless
otherwise determined by Sanctuary and permitted by applicable law and
regulation), such offer may not be made, directly or indirectly, in or into or
by the use of the mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility of a national state or securities exchange of any
Restricted Jurisdiction and such offer may not be capable of acceptance by any
such use, means, instrumentality or facility.
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Wogen and the Wogen
Group and certain plans and objectives of the boards of directors of Wogen and
Sanctuary. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"
or other words of similar meaning. By their nature, forward-looking statements
involve risk and uncertainties that could cause actual results and developments
to differ materially from those expressed in or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond Wogen's and Sanctuary' abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this document. Wogen and Sanctuary assume no obligation and do not
intend to update or correct these forward looking statements, except as required
pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Wogen, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London Time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Scheme becomes effective or the Proposals lapse or are otherwise withdrawn, or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Wogen, they will be deemed to
be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in " relevant
securities" of Wogen by Sanctuaryor Wogen, or by any of their respective
"associates",, must be disclosed by no later than 12.00 noon (London time) on
the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by the virtue of any option
in respect of, or derivative referenced to, securities.
In the case of agreements to purchase or sell, rights to subscribe, options or
derivatives, full details should be given so that the nature of the interest,
position or dealing can be fully understood. For options this should include a
description of the options concerned, the number of securities under option, the
exercise period (or in the case of exercise, the exercise date), the exercise
price and any option money paid or received. For derivatives this should
include, at least, a description of the derivatives concerned, the number of
reference securities to which they relate (when relevant), the maturity date (or
if applicable the closing out date) and the reference price (and any fee payable
on entering into the derivative). In addition, if there exists any agreement,
arrangement or understanding, formal or informal, between the person dealing and
any other person relating to the voting rights of any relevant securities under
option or relating to the voting rights or future acquisition or disposal of any
relevant securities to which a derivative is referenced (as the case may be),
full details of such agreement, arrangement or understanding, identifying the
relevant securities in question, must be included in the disclosure. If there
are no such agreements, arrangements or understandings, this fact should be
stated. Where such an agreement, arrangement or understanding is entered into
at a later date than the derivative or option to which it relates, it will be
regarded as a dealing in relevant securities.
For the purpose of the disclosure of dealings, a futures contract or covered
warrant for which exercise includes the possibility of delivery of the
underlying securities is treated as an option. A futures contract or covered
warrant which does not include the possibility of delivery of the
underlying securities is treated as a derivative.
Terms in quotation marks are defined in the City Code, which can also be found
on the Takeover Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Takeover Panel.
In accordance with Rule 2.10 of the City Code, Wogen confirms that as at 27 July
2009 (the last practical date prior to this announcement) it
had 44,905,000 Wogen Shares in issue and admitted to trading on the London Stock
Exchange's AIM market under the UK ISIN Code GB00B0LMC209.
___________________________________________________
Appendix I: Conditions to the implementation of the Scheme
1. The Scheme will be conditional upon the Scheme becoming unconditional
and becoming effective by not later than the date falling five months after the
date of this announcement or such later date (if any) as Wogenand Sanctuary may
agree and (if required) the Court may allow.
2. The Scheme will be conditional upon:
(a)
approval of the Scheme by a majority in number representing 75 per cent. or more
in nominal
value of the relevant Scheme Shareholders (or
the relevant class or classes thereof) present
and
voting, either in person or by proxy, at the First Court Meeting and the Second
Court
Meeting and at any other separate class meeting
which may be required by the Court or at any
adjournment
of such meetings; and
(b) the resolutions in connection with or required to approve and
implement the Scheme
(including the Special Resolution)
being duly passed by the requisite majority at
the
Wogen General Meeting or at any adjournment thereof; and
(c)the Ordinary Resolution being duly passed by a simple
majority at the Wogen General
Meeting; and
(d)the sanction with or without modification (but subject to any
such modification being on terms
acceptable to Wogen and
Sanctuary) of the Scheme and the confirmation of the Capital
Reduction by the Court and the delivery of an office copy of each of the
Court Orders and the
minute confirming such reduction of
capital to the Registrar of Companies in England and
Wales and the registration, in relation to the Capital Reduction, of such Court
Order by him.
3.Wogen and Sanctuary have agreed that, subject as stated in condition 4 below,
the Scheme will be conditional upon the following matters and, accordingly, the
necessary actions to make the proposed acquisition of Wogen by Sanctuary
effective will only be taken upon the following Conditions (as amended if
appropriate) having been satisfied or waived:
(a) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any relevant jurisdiction (each a "Relevant
Authority") having decided to take, instituted, implemented or threatened any
action, proceeding, suit, investigation, enquiry or reference or enacted, made
or proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or might be reasonably expected to:
(i) make the Scheme or its implementation void,
unenforceable or illegal under the laws
of any relevant
jurisdiction or directly or indirectly prohibit or otherwise restrict,
prevent or frustrate or otherwise delay or interfere with the
implementation of, or
impose additional conditions or
obligations with respect to, or otherwise challenge or
interfere with the Scheme;
(ii) require, prevent or materially delay the divestiture (or
alter the terms of any proposed
divestiture) by any
member of the WogenGroup of all or any part of their respective
businesses, assets or properties or impose any material limitation on
their ability to
conduct all or any part of their
respective businesses and to own or control any of
their
respective assets or properties which, in any such case, is material in the
context
of the WogenGroup taken as a whole;
(iii) impose any limitation on, or result in any delay in,
the ability of Sanctuary to acquire
or hold or to
exercise effectively, directly or indirectly, all or any rights of
ownership
of shares or other securities (or the
equivalent) in, or to exercise voting or
management
control over, any member of the WogenGroup or on the ability of any
member of the WogenGroup to hold or exercise effectively, directly or
indirectly, all
or any rights of ownership of shares or
other securities (or the equivalent) in, or to
exercise
management control over, any other member of the WogenGroup which, in
any such case, is material in the context of the WogenGroup taken
as a whole;
(iv) require any member of the WogenGroup to acquire or
offer to acquire any shares or
other securities (or the
equivalent) in any member of the WogenGroup or any asset
owned by any third party (other than in the implementation of the Scheme) which,
in
any such case, is material in the context of
the WogenGroup taken as a whole;
(v) impose any limitation on the ability of any member of
the Wogen Group to conduct
or integrate or co-ordinate
its business, or any part of it, with the businesses or any
part of the businesses of any other member of the WogenGroup which, in any
such
case, is material in the context of the WogenGroup
taken as a whole;
(vi) otherwise adversely affect any or all of the business,
assets, financial or trading
position or profits or
prospects of any member of the WogenGroup to an extent
which is material in the context of the WogenGroup taken as a whole,
and all applicable waiting and other time periods during
which any such Relevant Authority
could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of any
jurisdiction in
respect of the Scheme or the proposed acquisition
of any shares in Wogen having expired,
lapsed or been terminated;
(b)
(i) all appropriate notifications, filings or
applications which are the responsibility
of Wogen having
been made in connection with the Scheme;
(ii) all statutory or regulatory obligations in any
jurisdiction having been complied with and
all applicable
waiting and other time periods (including any extensions thereof) under
any applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed
or been terminated in each case in
respect of the Scheme;
(c) since 27 July 2009 and before the Scheme Effective Date other than:
(i) as a result of
anything caused directly or indirectly by acts or
omissions of Wogen Management; or (ii) any
matter which any member of Wogen
Management was aware or ought reasonably to have
been aware on or before 27
July 2009:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading
position or
profits of any member of the Wogen Group which is material in the context
of
the Wogen Group taken as a whole;
(ii) no new litigation, arbitration proceedings, prosecution or
other legal proceedings having been
threatened,
announced, or instituted against or in respect of any member of the
Wogen Group
or to which any member of the Wogen Group is
or may become a party (whether as plaintiff or
defendant
or otherwise) and no enquiry or investigation by or complaint or reference to
any
Relevant Authority or other investigative body
against or in respect of any member of the
Wogen Group having been
threatened, announced, implemented or instituted, or remaining
outstanding by, against or in respect of any member of the Wogen Group
which, in any such
case, would or might reasonably be
expected to materially adversely affect the Wogen Group
taken as a whole; and
(iii) no new contingent or other liability having arisen or having
been incurred which would or might
reasonably be
expected to adversely affect the business, assets, financial or trading position
or
profits or prospects of any member of the Wogen Group
to an extent which is material to
the Wogen Group taken
as a whole.
4. Sanctuary reserves the right to waive all or any of conditions 3(a) to (c)
inclusive, in whole or in part.
Sanctuary shall be under no obligation to
waive or treat as fulfilled any of conditions 3(a) to (c)
inclusive
by a date earlier than the date of the sanction of the Scheme referred to in
condition 2(d)
above notwithstanding that the other conditions of
the Scheme may at such earlier date have been
waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such
conditions may not be capable of fulfilment.
5. If Sanctuary is required by the Takeover Panel to make an offer for any
Wogen Shares under Rule 9
of the City Code, Sanctuary may make such
alterations to the above conditions as are necessary to
comply with
that Rule.
6. The Scheme is on the terms and will be subject, among other things, to
such of the conditions which
are set out in Conditions 2 and 3 as
are expressed to be applicable thereto and those terms set out in
the Scheme Circular and such further terms as may be required to comply with the
provisions of
the City Code.
7. The Scheme will lapse if it is referred to the Competition Commission or
if the European Commission
in respect thereof either initiates
proceedings under article 6(1) (c) of Council Regulation (EEC)
4064/89 or makes a referral to a competent authority of the United Kingdom under
article 9(1) of
that regulation, before the Effective Date of the
Scheme.
8. Sanctuary reserves the right with the consent of the Takeover Panel to elect
to implement
the Scheme by way of a Takeover Offer. In such event,
such Takeover Offer will be implemented on
the same terms (subject
to appropriate amendments, including (without limitation) an acceptance
condition set at 90 per cent. (or such lesser percentage (subject to
compliance with the City Code)
as Sanctuary may decide) of the
shares to which such offer relates and of the voting rights carried by
those shares), so far as applicable, as those which would apply to the Scheme.
9. If the Scheme is effected by way of a Takeover Offer, the Wogen Shares
will be acquired
by Sanctuary fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of
pre-emption
and any other rights and interests of any nature whatsoever and together with
all rights
now and hereafter attaching thereto, including voting
rights and the right to receive and retain in full all
dividends and
other distributions (if any) declared, made or paid on or after the date of
this
announcement.
10. The Scheme is, and if Sanctuary elects to effect the acquisition of Wogen by
way of
a Takeover Offer, the Takeover Offer will be, governed by
English law and will be subject to the
jurisdiction of the English
courts and the conditions set out above.
Appendix II
The Sanctuary Directors
The names of the Sanctuary Directors are:
Damian A Brousse(Managing Director)
Neil Poulter (Finance Director)
Peter H Watkins(Executive Director)
Douglas M Hunter (Executive Director)
Allan J Kerr(Executive Director)
Norman N Ting(Executive Director)
Colin C Williams (Non-executive Director)
The Wogen Directors
The names of the Wogen Directors are:
Michael J Hutchinson(Chairman and Independent Director}
Allan J Kerr (Managing Director)
Neil Poulter (Finance Director)
Peter H Watkins(Executive Director)
Douglas M Hunter(Executive Director)
Norman N Ting(Executive Director)
Damian A Brousse(Executive Director)
Anthony P Shearer(Non-executive and Independent Director)
Colin C Williams(Non-executive Director)
Irrevocable Undertakings
1. Wogen Management Shareholders' Irrevocable Undertakings to accept the
Securities Offer
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Shareholder | No. of | % of | Securities Consideration |
| | Wogen | total | |
| | Shares | issued | |
| | subject | share | |
| | of the | capital | |
| | irrevocable | of Wogen | |
| | undertaking | | |
+ + + +-------------------------------------------------------+
| | | | No. of | No. of | No. of | Sanctuary Loan |
| | | | Sanctuary | Sanctuary | Sanctuary | Notes |
| | | | Ordinary | A | B | GBP1 Nominal |
| | | | Shares | Preference | Preference | |
| | | | | Shares | Shares | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Allan | 875,140 | 1.95% | 739,919 | 135,221 | - | - |
| Kerr * | 3,439,412 | 7.66% | 1,084,028 | 198,108 | - | GBP884,483 |
| | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Douglas | 2,028,747 | 4.52% | 1,715,277 | 313,470 | - | - |
| Hunter | | | | | | |
| | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Peter | 3,905,614 | 8.70% | 3,302,142 | - | 603,472 | - |
| Watkins | | | | | | |
| | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Colin | 13,313,227 | 29.65% | 11,256,147 | - | 2,057,080 | - |
| Williams** | 691,712 | 1.54% | 584,833 | 106,879 | - | - |
| | 579,460 | 1.29% | 489,925 | 89,535 | - | - |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Damian | 1,661,506 | 3.70% | 1,661,506 | - | - | - |
| Brousse | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Norman | 673,502 | 1.50% | 673,502 | - | - | - |
| Ting | | | | | | |
| | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
| Neil | 117,101 | 0.26% | 117,101 | - | - | - |
| Poulter | | | | | | |
| | | | | | | |
+-------------+-------------+-----------+------------+------------+------------+----------------+
* Comprises 875,140 Wogen Shares held by Allan Kerr and 3,439,412 Wogen Shares
held by Green Ridge Limited, a company wholly owned by RBC Trustees (CI) Limited
as trustee of the A J Kerr 2007 Settlement of which Allan Kerr is a beneficiary.
** Comprises 13,313,227 Wogen Shares held by Colin Williams and 691,712
Wogen Shares held by The Colin Williams Family Settlement and 579,460 Wogen
Shares held by The Colin Williams Accumulation and Maintenance Settlement, both
being settlements in which Colin Williams has no interest but is a trustee.
The reason for offering preference shares and loan notes as an alternative to
Sanctuary Ordinary Shares under the Securities Offer is to provide an
opportunity to the younger members of Wogen Management to acquire a larger
percentage interest in the Sanctuary ordinary share capital than would have been
the case if only Sanctuary Ordinary Shares had been offered.
2. Independent Directors' Irrevocable Undertakings to accept the Cash Offer
+--------------+-------------+----------+---------------+
| Shareholder | No. of | % of | Cash |
| | Wogen | total | Consideration |
| | Shares | issued | GBP |
| | subject | share | |
| | of the | capital | |
| | irrevocable | of Wogen | |
| | undertaking | | |
+--------------+-------------+----------+---------------+
| Anthony | 25,000 | 0.06% | 10,250 |
| Shearer | | | |
| | | | |
+--------------+-------------+----------+---------------+
3. Other Wogen Shareholders' Irrevocable Undertakings to accept the Cash Offer
+---------------+-------------+----------+---------------+
| Shareholder | No. of | % of | Cash |
| | Wogen | total | Consideration |
| | Shares | issued | GBP |
| | subject | share | |
| | of the | capital | |
| | irrevocable | of Wogen | |
| | undertaking | | |
+---------------+-------------+----------+---------------+
| New Star | 750,000 | 1.67% | 307,500 |
| Financial | | | |
| Opportunities | | | |
| Fund Limited | | | |
+---------------+-------------+----------+---------------+
Notes:
All of the above irrevocable undertakings will continue to bind the persons
giving them even if a Higher Competing Offer is announced before the Scheme
Effective Date with the exception of:
* the undertaking referred to in table 2 (Independent Director) which will cease
to be binding if a Higher Competing Offer is received; or
* the undertaking referred to in table 3 (Other Wogen Shareholders) which will
cease to be binding if a Higher Competing Offer is received, although such
undertaking will still bind if Sanctuary announces a revised offer which is
higher than the Higher Competing Offer.
Appendix III: Bases and sources of information
1. Unless otherwise stated:
(i) financial information relating to Wogen has been extracted
without material adjustment from
relevant published audited
reports and accounts of Wogen for the relevant period; and
(ii) information relating to Sanctuary has been provided by the
Sanctuary Directors.
2.The value of the existing issued share capital of Wogen of approximately
GBP18.4 million is based
on 44,905,000 Wogen Shares in issue as at
27 July 2009, the last practical date prior to this
announcement.
3.The value attributed to the fully diluted share capital of Wogen of
approximately GBP19.3 million is based
upon the Wogen Shares in issue
as at the date of this announcement and no more than 2,165,236 options
outstanding over Wogen Shares at the date of this announcement.
4.The closing middle-market prices of Wogen Shares are derived from the London
Stock Exchange for
the relevant dates.
Appendix IV
Summary of principal terms of Sanctuary Preference Shares, Sanctuary Ordinary
Shares and Sanctuary Loan Notes
1. The following is a summary of the principal terms of the
Sanctuary A Preference Shares:
Description: Fully paid, redeemable, part participating preference shares of 41p
each.
Dividend rights:Ranking pari passu with the Sanctuary B Preference Shares,
i) a non-cumulative fixed dividend of 3% per annum and
ii) a non-cumulative participation in 10% of the current year after tax
profits
of the Wogen Group (excluding intra group dividends) subject
to an aggregate
maximum of GBP250,000 per annum and payable on the
combined total of the A and B
Preference Shares, such percentage to
reduce pro-rata with redemptions.
Redemption rights: Redeemable at par (41p) in ten equal amounts on 31 October
in each of the ten years
starting with 2010.
Return of capital: On a return of capital on a winding up or in other
circumstances apart from redemption,
the
Sanctuary A Preference Shares will rank pari passu with the Sanctuary B
Preference Shares.
Voting: No right to vote at general meetings.
Transfer: The transfer of Sanctuary A Preference Shares is
subject to restrictions.
2. The following is a summary of the principal terms of the Sanctuary B
Preference Shares:
Description: Fully paid, non-redeemable, part participating
preference shares of 41p each.
Dividend rights: Ranking pari passu with the Sanctuary A Preference Shares,
i) a non-cumulative fixed dividend of 3% per
annum and
ii) a non-cumulative participation in 10% of the
current year after tax profits of
the Wogen
Group (excluding intra group dividends) subject to an aggregate maximum
of GBP250,000 per annum and payable on the combined
total of the Sanctuary A and B
Preference
Shares, such percentage to reduce pro-rata with redemptions.
Return of capital: On a return of capital on a winding up or in other
circumstances apart from redemption,
the
Sanctuary B Preference Shares will rank pari passu with the A Preference Shares.
Voting: No right to vote at general meetings.
Transfer: The transfer of Sanctuary B Preference Shares is
subject to restrictions.
3. The following is a summary of the principal terms of the Sanctuary Ordinary
Shares:
Description: Fully paid, ordinary shares of 10p each.
Dividend rights: At the discretion of the Sanctuary Directors but
ranking after the dividends payable on
the
Sanctuary A and B Preference Shares.
Return of capital: On a return of capital on a winding up or in other
circumstances, the Sanctuary
Ordinary Shares
will rank behind the Sanctuary A and B Preference Shares.
Voting: Full right to vote at all general meetings of
Sanctuary.
Transfer: The transfer of Sanctuary Ordinary Shares is subject
to restrictions.
4. The following is a summary of the principal terms of the Sanctuary Loan
Notes:
Description: Fully paid, Floating Rate Unsecured Loan Notes 2012,
with a nominal value of GBP1
each.
Interest: Interest at 5% over 1 year sterling LIBOR as at
the date of issue for the first year
and
the relevant anniversary thereof for subsequent years subject to an
aggregate
maximum of 10% per annum payable
half yearly on 30 April and 31 October in each
year.
Repayment: Repayable at par in three equal amounts on 31 October
2010, 31 October 2011 and 31
October 2012.
Subordination On a winding up and in certain other circumstances the
Sanctuary Loan Notes will be
subordinated
to amounts owing to the Wogen Group's principal bankers.
Transfer: The transfer of Sanctuary Loan Notes is subject to
restrictions.
___________________________________________________________________
Appendix V: Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
+-------------------------+-----------------------------------------------+
| 1985 Act | the Companies Act 1985 |
| 2006 Act | the Companies Act 2006 |
| AIM | the AIM market operated by the London Stock |
| | Exchange |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| AIM Rules | the AIM Rules for Companies published by the |
| | London Stock Exchange |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Business Day | any day, other than a Saturday or Sunday or |
| | public holiday or bank holiday, on which |
| | banks are open for normal business in the |
| | City of London |
| | |
+-------------------------+-----------------------------------------------+
| Capital Reduction | the reduction of the share capital of Wogento |
| | be effected by the cancellation of the Scheme |
| | Shares as provided for by the Scheme |
+-------------------------+-----------------------------------------------+
| Canaccord Adams | Canaccord Adams Limited, financial advisers |
| | to Wogen, a company incorporated in England |
| | and Wales with registered number 2814897 |
| | |
+-------------------------+-----------------------------------------------+
| Cash Consideration | the cash consideration for each Wogen Scheme |
| | Share which is payable under the Cash Offer |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Cash Offer | the offer of 41 pence in cash to be made by |
| | Sanctuary for each Wogen Share pursuant to |
| | the Proposals |
| | |
+-------------------------+-----------------------------------------------+
| Citroen Wells | Citroen Wells, chartered accountants of |
| City Code | Devonshire House, 1 Devonshire Street, |
| Closing Price | London W1W 5DR |
| | The City Code on Takeovers and Mergers |
| | as regards securities quoted on AIM, the |
| | closing middle market quotation of a share |
| | derived from AIM |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Conditions | the conditions to the implementation of the |
| | Scheme which are set out in Appendix I to |
| | this announcement |
+-------------------------+-----------------------------------------------+
| Court | the High Court of Justice in England and |
| | Wales |
+-------------------------+-----------------------------------------------+
| Court Hearings | the hearings by the Court of the claim form |
| | to sanction the Scheme under Section 896 of |
| | the 2006 Act and confirm the Capital |
| | Reduction which forms part of it |
| | |
+-------------------------+-----------------------------------------------+
| Court Meetings | the meetings of Scheme Shareholders to be |
| | convened pursuant to an order of the Court |
| | pursuant to Part 26 of the 2006 Act for the |
| | purpose of considering and, if thought fit, |
| | approving the Scheme (with or without |
| | amendment) and any adjournment thereof, |
| | including the First Court Meeting and the |
| | Second Court Meeting |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Court Orders | the Orders of the Court sanctioning the |
| | Scheme and confirming the Capital Reduction |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| First Court Meeting | the Court Meeting at which the Independent |
| General Meeting or | Shareholders will be asked to consider and, |
| Wogen | if thought fit, approve the Scheme (with or |
| General Meeting | without amendment) and any adjournment |
| | thereof |
| | the general meeting of Wogen to be convened |
| | in connection with the implementation of the |
| | Scheme, and any adjournment thereof |
| | |
+-------------------------+-----------------------------------------------+
| FSMA | the Financial Services and Markets Act 2000 |
| Higher Competing Offer | when a person (other than Sanctuary or a |
| | subsidiary of Sanctuary or any person acting |
| | in concert with Sanctuary) announces a firm |
| | intention to make an offer (in accordance |
| | with Rule 2.5 of the City Code) for the whole |
| | of the issued share capital of Wogen, |
| | provided that the value of the consideration |
| | represents an improvement of at least 10 per |
| | cent. over the value of the consideration |
| | available under the Cash Offer as at the date |
| | on which such firm intention to make an offer |
| | is announced. A person will be deemed to have |
| | announced an offer when a copy of the |
| | announcement required by Rule 2.5 of the City |
| | Code is received by the Takeover Panel |
| | |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Independent Directors | Michael Hutchinson and Anthony Shearer |
| Independent | Wogen Shareholders other than Wogen |
| Shareholders | Management Shareholders and Sanctuary |
| | |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
| Management Arrangements | the arrangements under which the Securities |
| | Offer is to be made to the Wogen Management |
| | Shareholders under the Proposals as an |
| | alternative to the Cash Offer |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Meetings | the Court Meetings and the Wogen General |
| | Meeting |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Offer Period | the period commencing on 11 June 2009 and |
| Ordinary Resolution | ending on the Scheme Effective Date, or such |
| Other Non-voting | other date as the Takeover Panel may decide |
| Shareholders | the ordinary resolution to be put to the |
| | Wogen Shareholders at the General Meeting to |
| | approve the Management Arrangements pursuant |
| | to Rule 16 of the City Code |
| | those Wogen Shareholders who, in addition to |
| | the Wogen Management Shareholders, are not |
| | permitted under Rule 16 of the City Code to |
| | vote on the Ordinary Resolution |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Panel or Takeover Panel | The Panel on Takeovers and Mergers |
| | |
+-------------------------+-----------------------------------------------+
| Proposals | the proposals for the acquisition of Wogen by |
| Reduction Record Time | Sanctuary to be implemented by way of |
| | the Cash Offer and the Securities Offer under |
| | the Scheme and, where the context requires, |
| | any subsequent revision, variation or renewal |
| | thereof |
| | the date and time specified as such in the |
| | Scheme Circular but expected to be 6.00 p.m. |
| | on the Business Day immediately prior to the |
| | day of the Court Hearing |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Registrar of Companies | the Registrar of Companies in England and |
| | Wales |
+-------------------------+-----------------------------------------------+
| Regulatory Information | as defined in the AIM Rules |
| Service | |
| | |
+-------------------------+-----------------------------------------------+
| Restricted Jurisdiction | any jurisdiction where local laws or |
| | regulations may result in a significant risk |
| | of civil, regulatory or criminal exposure if |
| | information is sent or made available to |
| | Wogen Shareholders in that jurisdiction |
+-------------------------+-----------------------------------------------+
| Sanctuary | Sanctuary Partners Limited, a company |
| | incorporated in England and Wales with |
| | registered number 6949664 whose directors are |
| | the Wogen Management |
+-------------------------+-----------------------------------------------+
| Sanctuary A Preference | the A preference shares of 41 pence each of |
| Shares | Sanctuary to be issued as consideration under |
| Sanctuary B Preference | the Securities Offer |
| Shares | |
| Sanctuary Directors | the B preference shares of 41 pence each of |
| Sanctuary Loan Notes | Sanctuary to be issued as consideration under |
| Sanctuary Ordinary | the Securities Offer |
| Shares | |
| | the directors for the time being of Sanctuary |
| | the Floating Rate Unsecured Loan Notes 2012 |
| | of Sanctuary to be issued as consideration |
| | under the Securities Offer and in respect of |
| | the GBP2.32 million of loans to be provided |
| | by certain members of the Wogen Management to |
| | part fund the Cash Consideration |
| | |
| | the ordinary shares of 10 pence each of |
| | Sanctuary to be |
| | issued as consideration under the Securities |
| | Offer |
+-------------------------+-----------------------------------------------+
| Scheme | the scheme of arrangement proposed to be made |
| Scheme Circular | under Part 26 of the 2006 Act between Wogen |
| | and the holders of Scheme Shares, with or |
| | subject to any modification, addition or |
| | condition approved or imposed by the Court |
| | and agreed to by Wogen and Sanctuary |
| | the document proposed to be sent to Wogen |
| | Shareholders containing, inter alia, the |
| | terms and conditions of the Scheme, certain |
| | information about Wogen and Sanctuary, the |
| | Scheme and the notices convening the Meetings |
| | |
+-------------------------+-----------------------------------------------+
| Scheme Effective Date | the day on which the Scheme becomes effective |
| | in accordance with its terms |
+-------------------------+-----------------------------------------------+
| Second Court Meeting | the Court Meeting at which the Wogen |
| | Management Shareholders will be asked to |
| | consider and, if thought fit, approve the |
| | Scheme (with or without amendment) and any |
| | adjournment thereof |
+-------------------------+-----------------------------------------------+
| Scheme Resolutions | the resolutions to be proposed at the Court |
| Securities | Meetings and the Wogen General Meeting |
| Consideration | (including the Special Resolution and the |
| Securities Offer | Ordinary Resolution) |
| | the consideration to be offered under the |
| | Securities Offer, namely Sanctuary Ordinary |
| | Shares, Sanctuary A Preference Shares, |
| | Sanctuary B Preference Shares and Sanctuary |
| | Loan Notes |
| | the offer to be made under the Proposals to |
| | Wogen Management Shareholders as an |
| | alternative to the Cash Offer |
+-------------------------+-----------------------------------------------+
| Special Resolution | the special resolution to be proposed at the |
| subsidiary or holding | Wogen General Meeting |
| company | to be construed in accordance with the 2006 |
| | Act |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Takeover Offer | if Sanctuary elects to effect the acquisition |
| | of Wogen by way of a takeover offer, the |
| | offer to be made by or on behalf of Sanctuary |
| | to acquire all the Wogen Shares and, where |
| | the context so requires, any subsequent |
| | revision, variation, extension or renewal |
| | thereof |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Takeover Panel or Panel | the Panel on Takeovers and Mergers |
| | |
+-------------------------+-----------------------------------------------+
| UK Listing Authority | the Financial Services Authority acting in |
| | its capacity as the competent authority for |
| | the purposes of Part VI of the Financial |
| | Markets and Services Act 2000 |
| | |
+-------------------------+-----------------------------------------------+
| United Kingdom or UK | the United Kingdom of Great Britain and |
| | Northern Ireland |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Voting Record Time | the date and time to be fixed by the Court |
| | for determining entitlement to vote at the |
| | Court Meetings (to be set out in the notice |
| | of Court Meeting) or, if the Court Meetings |
| | are adjourned, 6.00 p.m. on the day two days |
| | immediately |
| | preceding the day fixed for the adjourned |
| | Court Meetings |
+-------------------------+-----------------------------------------------+
| Wogen or Company | Wogen plc, a company incorporated in England |
| | and Wales with registered number 1069389 |
| | |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Wogen Directors | the directors of Wogen, being together the |
| | Independent Directors and the Wogen |
| | Management |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Wogen Group | the group comprising Wogen and its subsidiary |
| Wogen Group Limited | undertakings and, where the context permits, |
| 1992 Employee Trust | each of them |
| | a discretionary employee benefit trust |
| | established by Wogen on 25 September 1992 by |
| | a trust deed entered into between Wogen and R |
| | M Walkden & Co Limited |
+-------------------------+-----------------------------------------------+
| | |
+-------------------------+-----------------------------------------------+
| Wogen Management | Damian A Brousse, Colin C Williams, Allan J |
| Wogen Management | Kerr, Douglas M Hunter, Norman N Ting, Peter |
| Shareholders | H Watkins and Neil Poulter, being the members |
| | of the Wogen management team which initiated |
| | the Proposals |
| | Wogen Management, Green Ridge Limited, and |
| | the trustees of the Colin Williams Family |
| | Settlement and Colin Williams Accumulation |
| | and Maintenance Trust in their capacity as |
| | Wogen Shareholders |
| | |
+-------------------------+-----------------------------------------------+
| Wogen Scheme | registered holders of Scheme Shares |
| Shareholders or Scheme | |
| Shareholders | |
+-------------------------+-----------------------------------------------+
| Wogen Scheme Shares or | |
| Scheme Shares | all Wogen Shares which are: |
| | |
| | (a) in issue at the date of the Scheme |
| | Circular and |
| | remaining in issue at 6.00pm on |
| | the Business Day |
| | immediately preceding the Scheme |
| | Effective Date; |
| | |
| | (b) (if any) issued after the date of |
| | the Scheme Circular |
| | and before the Voting Record |
| | Time; or |
| | |
| | (c) (if any) issued at or after the |
| | Voting Record Time |
| | and before the Reduction Record |
| | Time either on |
| | terms that the original or any |
| | subsequent holders of |
| | such shares are to be bound by |
| | the Scheme or in |
| | respect of which their holders |
| | have agreed in |
| | writing to be bound by the |
| | Scheme, |
| | but excluding Wogen Shares legally owned by |
| | Sanctuary |
+-------------------------+-----------------------------------------------+
| Wogen Shares or Shares | the ordinary shares of 5 pence each in the |
| | capital of Wogen |
+-------------------------+-----------------------------------------------+
Wogen Share Schemes the Wogen 2005 approved and unapproved share option
schemes
Wogen Shareholders holders of Wogen Shares from time to time
or Shareholders
This information is provided by RNS
The company news service from the London Stock Exchange
END
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