WTC Westcity

 

TIDMWTC 
 
RNS Number : 8304X 
Westcity PLC 
24 August 2009 
 
Westcity PLC 
Possible offer for Westcity PLC 
24 August 2009 
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. 
Statement regarding a possible cash offer and share alternative for Westcity PLC 
("Possible Offer") 
Westcity PLC ("Westcity" or the "Company") today announces that it has received 
an initial approach from a newly formed company Berkshire Bidco Ltd 
("Berkshire") incorporated by Westcity's largest shareholder, Chapman 
International Investments Ltd ("Chapman"), regarding a possible offer for all of 
the issued share capital of the Company and which, if made, would be priced at 
no less than 12 pence cash per Westcity ordinary share and would include an 
unlisted share alternative under which shareholders would be entitled to elect 
to receive, in respect of all (but not some) of their Westcity shares, 1 
Berkshire share for each Westcity share in lieu of the cash consideration. 
The Possible Offer is not designed to achieve a controlling interest by Chapman 
in Westcity, although this could be the ultimate result. The Possible Offer is 
designed to facilitate the delisting of Westcity in a manner that will enable 
those Westcity shareholders who do not wish to remain invested in an unlisted 
company, a mechanism to exit prior to the delisting at a premium to the current 
share price. 
None of the Directors of Westcity would be regarded as independent in the 
context of a Takeover Code regulated transaction. Consequently any 
recommendation given by KBC Peel Hunt in connection with this Possible Offer 
would be addressed directly to Westcity shareholders. It is expected that the 
Possible Offer, if made, would be implemented by way of a scheme of arrangement 
between Westcity and its shareholders. 
As a result of the current economic crisis, the Stonehage Westcity Property Fund 
Limited suspended further acquisition and development activity in mid-2008. Due 
to this Westcity's fee income has decreased substantially. As a result, Westcity 
has significantly reduced its overhead and other variable costs. In the 12 
months to 31 December 2008 the ongoing costs attached to Westcity's AIM listing 
exceeded Westcity's quarterly income from fund activities. The Company is 
currently relying on a shareholder loan from Chapman to fund its ongoing 
expenses. 
Against this background, the Board has spent significant time evaluating 
different strategic alternatives for the Company. These deliberations have taken 
into account the current and anticipated financial position of the Company, the 
current and anticipated financial climate and the relative benefits of being a 
private limited company compared to the ongoing prohibitive and unsustainable 
costs associated with Westcity's AIM listing and reporting to over 1,500 
shareholders (the majority of whom have individual shareholdings worth less than 
GBP100). 
Therefore, the Board believes that the costs of the Company's current listing 
outweigh the benefits and that, accordingly, it is in the best interests of the 
Company and its shareholders as a whole if Westcity is delisted and therefore 
better placed to implement a lower overhead structure. 
The Board has also taken into account the views of the shareholders. In 
particular, the Board believes some of its shareholders may want the opportunity 
to dispose of all their Westcity Shares prior to a delisting. 
The intention is for Westcity to issue its interim results for the six months 
ended 30 June 2009 in September. At that same time Berkshire is expecting to 
issue an announcement of a firm intention to make an offer. 
The Possible Offer remains conditional upon, inter alia, KBC Peel Hunt's review 
of the interim results which may or may not allow them to make a recommendation. 
In addition, Berkshire reserves its right to make an offer at less than 12 pence 
per share provided that KBC Peel Hunt would recommend such an offer. 
This announcement does not constitute an offer or invitation to purchase any 
securities nor an intention to make an offer under Rule 2.5 of the Code. 
Accordingly, there can be no certainty that any offer will ultimately be made 
even if the pre-conditions to the Possible Offer are satisfied or waived. 
Berkshire may, in its sole discretion, decide to proceed or not to proceed with 
the Possible Offer. 
 
 
KBC Peel Hunt Ltd. ("KBC"), which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Westcity 
and no one else in connection with the Possible Offer and will not be 
responsible to anyone other than Westcity for providing the protections afforded 
to clients of KBC or for providing advice in relation to the Possible Offer, or 
any matter referred to herein. 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be published on the following website www.westcityplc.co.uk 
 
 
For further information please contact: 
 
 
Westcity PLC                                                + 44 (0) 20 7424 
6700 
Ira Rapp, Chief Executive Officer 
Michael Tannenbaum, Finance Director 
KBC Peel Hunt                                             +44 (0) 20 7418 8900 
Richard Kauffer 
Anthony Bell 
 
 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of the Company, 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 London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is 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 the Company, 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 Code, all "dealings" in "relevant 
securities" of the Company by the Company, or by any of its respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
London 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 Code, which can also be found on the 
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 Panel. 
Disclosure in accordance with Rule 2.10: 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company confirms that it has 74,299,301 ordinary shares of 1 pence each in issue 
under the ISIN code GB00B188SK81. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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