TIDMWTC
RNS Number : 1603Z
Westcity PLC
16 September 2009
not for release, publication or distribution (in whole or in part) in, into or
from any jurisdiction outside the united kingdom where to do so would constitute
a violation of the relevant laws of such jurisdiction
16 September 2009
Proposed delisting of WESTCITY PLC
By way of
a recommended proposal for the acquisition of WESTCITY PLC by BERKSHIRE BIDCO
LIMITED (to be effected by a scheme of arrangement under Part 26 of the
Companies Act 2006)
Or by way of
a special resolution of the members of WESTCITY PLC
Summary
(For ease of reference, capitalised words and terms in this summary are defined
in Appendix IV to this announcement)
* As referred to in the announcement made by Westcity on 24 August 2009, and for
the reasons more fully set out in this announcement, the Board of Westcity
believes that the costs of Westcity's current listing outweigh the benefits and
that, accordingly, it is in the best interests of Westcity and its shareholders
for Westcity to Delist from AIM.
* The boards of Westcity and Berkshire are pleased to announce that they have
agreed the terms of the proposed Delisting of Westcity to be effected by way of
a recommended proposal for the acquisition of the entire issued share capital of
Westcity by Berkshire for cash, with Shareholders being offered the opportunity
to elect in the alternative to receive Berkshire Shares (defined as the
Acquisition Proposal). The Cash Offer of 13 pence per Westcity Share in cash
values the existing issued share capital of Westcity at approximately GBP9.66
million.
* The Acquisition Proposal is to be implemented by means of a scheme of
arrangement between Westcity and the Scheme Shareholders under Part 26 of the
2006 Act and involves a reduction of capital under section 135 of the 1985 Act
(defined as the Scheme).
* The Board believes it is in the best interests of Shareholders for the Scheme to
be approved, for the reasons mentioned below, and if it is not, the Board
nevertheless considers it to be in the interests of Westcity to proceed with a
Delisting. The Board has therefore proposed that Shareholders vote in favour of
a resolution for the Delisting of Westcity (defined as the Delisting Resolution)
which is contained in the notice of the General Meeting.
* Westcity's major asset is its 34.27 per cent. interest in Stonehage Westcity
Property Fund Limited (defined as the Fund). The Fund has acquired an asset base
of property investments, principally but not exclusively in Continental Europe.
As well as its investment in the Fund, Westcity also owns 50 per cent. of the
share capital of Stonehage Westcity Management Company Limited (defined as
Manco) which acts as the manager of the Fund. As a result of the emergence of
and the ongoing credit market and economic crisis, the Fund suspended further
acquisition and development activity in June 2008. Due to this, Manco's (and in
turn Westcity's) fee income has decreased substantially. Westcity has responded
by significantly reducing its overhead and other variable costs. However the
ongoing costs attached to Westcity's AIM listing exceed Westcity's quarterly
income from Fund activities.
* Despite incurring all the additional overheads involved in maintaining the
Company's listing, the Company has seen limited trading volume in Westcity
Shares, with an average daily volume of 1508 Westcity Shares traded over the 3
months prior to the suspension of Westcity Shares on AIM on 29 June 2009.
Accordingly:
* it is difficult for Shareholders to buy or sell Westcity Shares due to the lack
of liquidity;
* given its relatively small size, Westcity is unlikely to attract interest from
any new institutional investors or additional analyst coverage in the secondary
market; and
* the majority of the Shareholders have holdings valued at less than GBP100 per
Shareholder.
* Therefore, the Board believes that the costs of Westcity's current listing
outweigh the benefits and that, accordingly, it is in the best interests of
Westcity and Shareholders for Westcity to delist from AIM to enable it to deal
with its current difficulties with a suitably low overhead structure.
* Under the terms of the Scheme, the shares in Westcity which are the subject of
the Scheme (defined as the Scheme Shares) will be cancelled and, upon the Scheme
becoming effective, Scheme Shareholders will receive:
for each Scheme Share13 pence in cash
* This represents a premium of approximately:
* 48.5 per cent. to the Closing Price of 8.75 pence per Westcity Share on 29 June
2009, being the day prior to the suspension of the Westcity Shares on AIM and
the last Business Day that Westcity Shares were trading prior to the
commencement of the Offer Period; and
* 28.8 per cent. to the Closing Price of 10.25 pence per Westcity Share on 16
February 2009, being the highest Closing Price for Westcity Shares in 2009 prior
to the commencement of the Offer Period.
The Cash Offer represents a discount of 26.7 per cent. to the net asset value of
17.74 pence per Westcity Share as at 30 June 2009.
* The Cash Offer values the whole of the existing issued ordinary share capital of
Westcity at approximately GBP9.66 million.
* Shareholders may elect, in respect of all (but not some only) of their Westcity
Shares, to receive Berkshire Shares instead of the Cash Consideration to which
they would otherwise be entitled under the terms of the Cash Offer (defined as
the Unlisted Share Alternative) on the following basis:
for each Scheme Shareone Berkshire Share
* It is expected that the document containing the terms of the Scheme (defined as
the Scheme Document) will be posted to Shareholders on or around 21 September
2009. The Scheme requires the approval of the Scheme Shareholders at a meeting
convened by the Court and the subsequent sanction of the Court. The Reduction of
Capital requires the approval of members of Westcity at the General Meeting and
the subsequent confirmation of the Court. Subject to the satisfaction of the
Conditions, it is expected that the Scheme will become effective during November
2009.
* As none of the Directors hold themselves as independent under the City Code for
the purposes of the Acquisition Proposal, they make no recommendation that
Shareholders vote in favour of the Scheme Resolutions.
* KBC Peel Hunt, as financial adviser to the Company, considers the terms of the
Acquisition Proposal to be fair and reasonable. In providing its recommendation,
KBC Peel Hunt has taken into account the commercial assessments of the
Directors. Accordingly, KBC Peel Hunt recommends that Shareholders vote in
favour of the resolutions to be proposed at the Court Meeting and the General
Meeting for the purposes of approving and implementing the Scheme (defined as
the Scheme Resolutions). The Unlisted Share Alternative is not the subject of a
recommendation by KBC Peel Hunt and Shareholders are strongly advised to seek
their own independent financial advice before making any such election.
* Of the Directors, Sir Harry Solomon, Rex Wood-Ward and Ira Rapp (directly and/or
indirectly) hold Westcity Shares. Westcity Properties Limited (which is
ultimately controlled by Ira Rapp) has given an irrevocable undertaking to the
Company to vote in favour of the Delisting Resolution and the other resolutions
to be proposed at the General Meeting in respect of its entire holding of
Westcity Shares, amounting to in aggregate 4,000,000 Westcity Shares,
representing approximately 5.4 per cent. of Westcity's existing issued share
capital. Sir Harry Solomon and Rex Wood-Ward have each given an irrevocable
undertaking to Berkshire and the Company to vote in favour of the Scheme
Resolutions and the Delisting Resolution in respect of their entire holding of
Westcity Shares, amounting to in aggregate 2,233,790 Westcity Shares,
representing approximately 3 per cent. of Westcity's existing issued share
capital. Of the Westcity Directors, Ira Rapp (through his control of Westcity
Properties Limited) and Rex Wood-Ward have irrevocably undertaken to elect to
receive Berkshire Shares in respect of their Scheme Shares.
* In addition, Berkshire and the Company have received irrevocable undertakings
from certain Shareholders (other than Chapman) to vote in favour of the Scheme
Resolutions and the Delisting Resolution in respect of their entire
shareholdings representing in aggregate 12,640,306 Westcity Shares representing
approximately 17 per cent. of the existing issued share capital of Westcity.
Berkshire and the Company have also received irrevocable undertakings from
Chapman to vote in favour of the Delisting Resolution in respect of its entire
shareholding representing in aggregate 24,808,657 Westcity Shares representing
approximately 33.4 per cent. of the existing issued share capital of Westcity.
Lastly, Berkshire and the Company have also received irrevocable undertakings
from some of these Shareholders (including Chapman but excluding the Directors)
to elect for the Unlisted Share Alternative in respect of 27,208,657 Westcity
Shares, representing approximately 36.62 per cent. of the existing issued share
capital of Westcity.
* KBC Peel Hunt is acting as financial adviser and corporate broker to Westcity.
Horwath Clark Whitehill is acting as financial adviser to Berkshire.
* This summary should be read in conjunction with, and is subject to, the full
text of the following announcement and the Appendices. Appendix I sets out the
Conditions and certain other terms of the Acquisition Proposal. Appendix II
contains information on bases and sources used in this announcement, Appendix
III provides information in relation to certain irrevocable undertakings and
Appendix IV contains definitions of certain terms used in this announcement.
Enquiries:
+-----------------------------------------+-----------------------------------------+
| WESTCITY | Tel:+44 (0)20 7424 6711 |
| Michael Tannenbaum (Company Secretary) | |
+-----------------------------------------+-----------------------------------------+
| KBC PEEL HUNT | |
| (Financial adviser and broker to | Tel:+44 (0)20 7418 8900 |
| Westcity) | Tel:+44 (0)20 7418 8900 |
| Alex Vaughan (Corporate Finance) | |
| Richard Kauffer (Corporate Finance) | |
+-----------------------------------------+-----------------------------------------+
| BERKSHIRE | Tel:+44 (0)20 7424 6714 |
| Ira Rapp (Director) | |
+-----------------------------------------+-----------------------------------------+
| HORWATH CLARK WHITEHILL | |
| (Financial adviser to Berkshire) | Tel:+44 (0)20 7842 7100 |
| Nicola Horton (Corporate Finance | |
| Partner) | |
+-----------------------------------------+-----------------------------------------+
KBC Peel Hunt, 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 Acquisition Proposal and will not be responsible to
anyone other than Westcity for providing the protections afforded to clients of
KBC Peel Hunt nor for providing advice in relation to the Acquisition Proposal
or the content of, or any other matter or arrangement described or referred to
in, this announcement.
Horwath Clark Whitehill, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Berkshire and no
one else in connection with the Acquisition Proposal and will not be responsible
to anyone other than Berkshire for providing the protections afforded to clients
of Horwath Clark Whitehill nor for providing advice in relation to the
Acquisition Proposal or the content of, or any other matter or arrangement
described or referred to in, this announcement.
The announcement of which the above summary forms part is not intended to, and
does not, constitute or form any part of an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Acquisition Proposal or
otherwise nor shall there be any sale, issuance or transfer of the securities
referred to in the announcement in the United States or any jurisdiction in
contravention of applicable law. The Acquisition Proposal will be made solely on
the basis of the Scheme Document, which will contain the full terms and
conditions of the Acquisition Proposal. The Scheme Document will be posted to
those shareholders able to receive it in due course. Any response in relation to
the Acquisition Proposal should be made only on the basis of the information in
the Scheme Document. Shareholders receiving the formal documentation in relation
to the Acquisition Proposal are advised to read it carefully, once it has been
dispatched as it will contain important information.
The availability of the Acquisition Proposal to Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme Document.
The announcement has been prepared in accordance with English law and the City
Code and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England. The
Acquisition Proposal will be subject to the applicable rules and regulations of
the London Stock Exchange and the City Code. The Acquisition Proposal relates to
the shares in an English company and is proposed to be made by means of a scheme
of arrangement provided for under company law of the United Kingdom. Westcity is
not subject to the Securities Exchange Act. A transaction effected by means of a
scheme of arrangement is not subject to the proxy and tender offer rules under
the Exchange Act. Accordingly, the Acquisition Proposal is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US proxy and
tender offer rules. Financial information included in the relevant documentation
will have been prepared in accordance with accounting standards applicable in
the UK that may not be comparable to the financial statements of US companies.
If Berkshire exercises its right to implement the Acquisition Proposal by way of
a Takeover Offer, the Acquisition Proposal will be made in compliance with
applicable US laws and regulations, including applicable provisions of the
tender offer rules under the Exchange Act.
Berkshire Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state in the United States
and may not be offered or sold directly or indirectly in or into the United
States unless registered under the US Securities Act or issued pursuant to an
exemption therefrom. Accordingly, no application or election by Shareholders
(who are US Persons) for Berkshire Shares under the Unlisted Share Alternative
will be accepted by the Company if (i) such US Holder is unable to warrant to
Berkshire that he is in full compliance with an available exemption under the US
Securities Act and all applicable laws or (ii) Westcity, Berkshire or their
agent has reason to believe such US Holder is ineligible to apply for the
Unlisted Share Alternative. Any US Holder who elects for the Unlisted Share
Alternative but does not qualify for this alternative for the reasons referred
to above will be deemed not to have so elected and shall be paid the cash
consideration to which he is entitled under the Cash Offer in respect of his
Westcity Shares.
Cautionary and Forward-Looking Statements
This announcement contains a number of "forward-looking statements" relating to
Westcity and Berkshire and the business sectors in which they operate.
Generally, the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "forecast", "plan" and "project" or similar
expressions identify forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack of acceptance
of new products or services and the behaviour of other market participants.
Although Berkshire and Westcity believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Shareholders should not,
therefore, place undue reliance on these forward-looking statements, which speak
only as of the date of this announcement.
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 Westcity or Berkshire, 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 not later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Acquisition proposal becomes, or is declared,
unconditional as to acceptances or 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 Westcity or Berkshire, they will be
deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Westcity or Berkshire by Westcity or Berkshire, or by any of
their respective "associates" must also 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 City 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, please consult the Panel's website
at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013.
The Westcity Directors accept responsibility for all the information contained
in this announcement except for that information for which the sole director of
Berkshire accepts responsibility. To the best of the knowledge and belief of the
Westcity Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The sole director of Berkshire accepts responsibility for all information in
this announcement relating to Berkshire and himself as director of Berkshire. To
the best of the knowledge and belief of the sole director of Berkshire (who has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which he is responsible is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
not for release, publication or distribution (in whole or in part) in, into or
from any jurisdiction outside the united kingdom where to do so would constitute
a violation of the relevant laws of such jurisdiction
16 September 2009
Proposed delisting of WESTCITY PLC
By way of
a recommended proposal for the acquisition of WESTCITY PLC by BERKSHIRE BIDCO
LIMITED (to be effected by a scheme of arrangement under Part 26 of the
Companies Act 2006)
Or by way of
a special resolution of the members of WESTCITY PLC
1. Introduction
As referred to in the announcement made by Westcity on 24 August 2009, and for
the reasons more fully set out in paragraph 6 below, the Board of Westcity
believes that the costs of Westcity's current listing outweigh the benefits and
that, accordingly, it is in the best interests of Westcity and its shareholders
for Westcity to Delist from AIM.
The Board considered various options for achieving a Delisting and ultimately
came to the view that it would be in the best interests of Shareholders to
combine a Delisting with the proposed scheme of arrangement described in this
announcement.
The boards of Berkshire and Westcity are pleased to announce that they have
reached agreement on the terms of a recommended proposal for the acquisition of
the entire issued share capital of Westcity by Berkshire for cash, with
Shareholders being offered the opportunity to elect in the alternative to
receive Berkshire Shares (defined as the Acquisition Proposal and as further
described in paragraph 2 below). The Cash Offer of 13 pence per Westcity Share
in cash values the existing issued share capital of Westcity at approximately
GBP9.66 million.
The Acquisition Proposal is designed to facilitate the Delisting of Westcity in
a manner that will provide those Shareholders who do not wish to remain invested
in an unlisted company with a mechanism to exit prior to the Delisting at a
premium to the current share price. The Acquisition Proposal is not designed to
achieve a controlling interest by Chapman in Westcity, although this could be
the ultimate result.
The Board believes it is in the best interests of Shareholders for the Scheme to
be approved. However, if it is not, the Board nevertheless considers it to be in
the interests of Westcity to proceed with a Delisting. The Board has therefore
proposed the Delisting Resolution which is contained in the notice of the
General Meeting which will be contained within the Scheme Document to be posted
to Shareholders in due course.
2. The Acquisition Proposal
It is intended that the Acquisition Proposal will be implemented by means of a
scheme of arrangement between Westcity and the Scheme Shareholders under part 26
of the 2006 Act. The purpose of the Scheme is to enable Berkshire to acquire the
entire issued share capital of Westcity and the consequential Delisting. Under
the terms of the Scheme, the Scheme Shares will be cancelled and, upon the
Scheme becoming effective, Scheme Shareholders will receive:
for each Scheme Share13 pence in cash
This represents a premium of approximately:
* 48.5 per cent. to the Closing Price of 8.75 pence per Westcity Share on 29 June
2009, being the day prior to the suspension of the Westcity Shares on AIM and
the last Business Day that Westcity Shares were trading prior to the
commencement of the Offer Period; and
* 28.8 per cent. to the Closing Price of 10.25 pence per Westcity Share on 16
February 2009, being the highest Closing Price for Westcity Shares in 2009 prior
to the commencement of the Offer Period.
The Cash Offer represents a discount of 26.7 per cent. to the net asset value of
17.74 pence per Westcity Share as at 30 June 2009.
The Cash Offer values the whole of the existing issued ordinary share capital of
Westcity at approximately GBP9.66 million.
Under the Unlisted Share Alternative, Shareholders may elect, in respect of all
(but not some only) of their Westcity Shares, to receive Berkshire Shares
instead of the Cash Consideration to which they would otherwise be entitled
under the terms of the Cash Offer on the following basis:
for each Scheme Share one Berkshire Share
It is expected that the Scheme Document will be posted to Shareholders on or
around 21 September 2009. The Scheme requires the approval of the Scheme
Shareholders at a meeting convened by the Court and the subsequent sanction of
the Court. The Reduction of Capital requires the approval of members of Westcity
at the General Meeting and the subsequent confirmation of the Court. Subject to
the satisfaction of the Conditions, it is expected that the Scheme will become
effective during November 2009.
3. Recommendation
As none of the Directors hold themselves as independent under the City Code for
the purposes of the Acquisition Proposal, they make no recommendation that
Shareholders vote in favour of the Scheme Resolutions.
KBC Peel Hunt, as financial adviser to the Company, considers the terms of the
Acquisition Proposal to be fair and reasonable. In providing its recommendation,
KBC Peel Hunt has taken into account the commercial assessments of the
Directors. Accordingly, KBC Peel Hunt recommends that Shareholders vote in
favour of the Scheme Resolutions to be proposed at the Court Meeting and the
General Meeting.
The Unlisted Share Alternative is not the subject of a recommendation by KBC
Peel Hunt and Shareholders are strongly advised to seek their own independent
financial advice before making any such election. All Directors holding Westcity
Shares have irrevocably undertaken to vote in favour of the Scheme Resolutions
and the Delisting Resolution, with the exception of Ira Rapp who has only
provided an irrevocable undertaking to vote in favour of the Delisting
Resolution and the other resolutions to be proposed at the General Meeting, as
he is precluded from voting at the Court Meeting under the City Code. Of the
Westcity Directors holding Westcity Shares, Ira Rapp and Rex Wood-Ward have
irrevocably undertaken to elect for Berkshire Shares in respect of their
holdings, and Sir Harry Solomon has not elected for the Unlisted Share
Alternative. Michael Rapp and Michael Tannenbaum do not own shares in the
Company.
4. Background to and reasons for the recommendation of the Acquisition Proposal
As a result of the emergence of and the ongoing credit market and economic
crisis, the Fund suspended further acquisition and development activity in June
2008. Due to this, Manco's (and in turn Westcity's) fee income has decreased
substantially. Westcity has responded by significantly reducing its overhead and
other variable costs. However the ongoing costs attached to Westcity's AIM
listing exceed Westcity's quarterly income from Fund activities.
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 costs of maintaining a listing
on AIM. These costs include reporting to over 1,500 shareholders, fees paid to
the Company's nominated adviser and broker, registrars' fees, annual fees paid
to the London Stock Exchange, costs relating to public announcements, fees and
expenses of Directors and fees and expenses of accountants and lawyers engaged
to provide services in connection with the Westcity Shares being admitted to
trading on AIM.
Despite incurring all the additional overheads involved in maintaining the
Company's listing, the Company has seen limited trading volume in Westcity
Shares, with an average daily volume of 1,508 Westcity Shares traded over the
last 3 months prior to the suspension of trading on AIM on 29 June 2009.
Accordingly:
* it is difficult for Shareholders to buy or sell Westcity Shares due to the lack
of liquidity;
* given its relatively small size, Westcity is unlikely to attract interest from
any new institutional investors or additional analyst coverage in the secondary
market;
* the majority of the Shareholders have holdings valued at less than GBP100 per
Shareholder.
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 Shareholders for Westcity to delist from AIM to enable it to deal
with its current difficulties with a suitably low overhead structure.
The Board has also taken into account the views of the Shareholders and believes
that its Shareholders should be given the opportunity to dispose of all their
Westcity Shares for cash prior to any Delisting of the Company. Accordingly, the
Board has agreed that Company should proceed with Acquisition Proposal on the
terms set out in this announcement. KBC Peel Hunt considers the terms of the
Acquisition Proposal to be fair and reasonable and it recommends that
Shareholders vote in favour of the Scheme Resolutions to be proposed at the
Court Meeting and the General Meeting.
In arriving at its decision to recommend the Acquisition Proposal, KBC Peel Hunt
took into account the Board's commercial assessment of the following:
* the business outlook for Westcity and the difficult economic and trading
environment in which Westcity currently operates;
* the risks, costs, and the timescales associated with the continued turnaround of
Westcity's business;
* the likely requirement for additional finance in addition to the existing
Chapman Loan;
* the current underperformance of the operational and trading performance of the
Company, together with the restricted strategic alternatives to grow Westcity
whilst remaining as a quoted company; and
* the valuation of the Fund's properties.
The decision of Shareholders with respect to accepting the Cash Offer as opposed
to the Unlisted Share Alternative will depend on their short and medium term
liquidity requirements and on their overall investment objectives. In
considering the respective merits of the Cash Offer and the Unlisted Share
Alternative, Shareholders should take into account the following:
The Cash Offer offers Shareholders:
* a premium of 48.6 per cent. to the Closing Price of 8.75 pence per Westcity
Share on 29 June 2009, being the day prior to the suspension of the Westcity
Shares on AIM and the last Business Day that Westcity Shares were trading prior
to the commencement of the Offer Period;
* a premium of 26.8 per cent. to the Closing Price of 10.25 pence per Westcity
Share on 16 February 2009, being the highest Closing Price for Westcity Shares
in 2009 prior to the commencement of the Offer Period;
* the immediate and certain benefits of obtaining a full cash exit for their
Westcity shareholding in a tax efficient manner, free of dealing costs; and
* a discount of 26.7 per cent. to the net asset value of 17.74 pence per Westcity Share as at 30 June 2009.
However, Shareholders should note that by accepting the Cash Offer they will
have no future equity participation in Westcity and will forego the right to
participate in any upside in the value of the assets of Westcity.
The Unlisted Share Alternative offers Shareholders shares in Berkshire, an
unlisted company. The following considerations apply to the Unlisted Share
Alternative:
* the value of these shares is uncertain and the estimate of value of these shares
made by Horwarth Clark Whitehill in paragraph 5 below as required by Rule 24.10
of the City Code could be under or over optimistic;
* there are no plans for Berkshire to seek a public quotation for Berkshire Shares
and consequently may be difficult to sell;
* Berkshire will not be subject to the Listing Rules of the UK Listing Authority,
the AIM Rules, the City Code, the Combined Code or other similar rules devised
to protect shareholders in publicly quoted companies; and
* holders of Berkshire Shares that do not participate in the Berkshire Fundraising
will have their shareholding diluted.
Further details on the risks involved in accepting the Unlisted Share
Alternative will be contained within the Scheme Document.
Shareholders accepting the Unlisted Share Alternative will have the right to
participate in any upside in the value of the assets of Westcity.
In light of the factors set out above, KBC Peel Hunt believes that it is in the
best interests of Shareholders to be afforded the opportunity to realise their
investment for cash prior to the Company seeking to delist from the AIM Market.
The Unlisted Share Alternative is not the subject of a recommendation by KBC
Peel Hunt and Shareholders are strongly advised to seek their own independent
financial advice before electing to participate in the Unlisted Share
Alternative.
5. Estimate of value of the Berkshire Shares
As required by Rule 24.10 of the City Code, Horwath Clark Whitehill has provided
Berkshire with a letter containing an estimate of the value of the Berkshire
Shares. As at the date of this estimate of value and based on matters set out in
the estimate so provided and the information reviewed, Horwath Clark Whitehill
considers that the estimate of the value of one Berkshire Share is approximately
10 pence.
The value of shares can go down as well as up and there will be no market for
the Berkshire Shares. The full text of Horwath Clark Whitehill's letter
containing the estimate of value will be set out in the Scheme Document and has
been provided solely for the use and benefit of Berkshire, for the purposes of
Rule 24.10 of the City Code. Horwath Clark Whitehill's letter is not addressed
to and should not be relied upon by any other parties for any purpose whatsoever
and Horwath Clark Whitehill expressly disclaims any liability to anyone other
than Berkshire with respect to its contents. In particular, it does not
constitute the provision of advice or a recommendation by Horwath Clark
Whitehill to any Shareholder or any other person as to the fairness of the
Unlisted Share Alternative. Shareholders are strongly recommended to take their
own independent financial advice. Horwath Clark Whitehill will not be
responsible to anyone other than Berkshire for providing the protections
afforded to clients of Horwath Clark Whitehill in connection with the estimate
of value of the Berkshire Shares.
6. Directors, Management, Employees and Locations
Berkshire values highly the skills, knowledge and expertise of Westcity's
existing management and employees and believes that they have made a significant
contribution to Westcity's business. Berkshire has given assurances to the
Directors that, following the Scheme becoming effective, the existing employment
rights of the management and employees of Westcity will be fully safeguarded.
Berkshire does not employ any employees or management on a full-time or
part-time basis. As at the date hereof, Berkshire is managed by Ira Rapp who is
not an employee and receives no remuneration for his services.
Both Berkshire and Westcity will continue to be headquartered in England.
Following the Scheme becoming effective:
* Michael Rapp and Sir Harry Solomon will voluntarily step down from the Board of
the Company with the result that the Board will comprise Michael Tannenbaum, Ira
Rapp and Rex Wood-Ward. The fees and terms of employment or engagement of the
remaining Westcity Directors will continue on the same terms as apply on the
date hereof prior to the implementation of the Scheme;
* Eldad Levy, Michael Tannenbaum and Rex Wood-Ward will be appointed to the board
of directors of Berkshire. The directors of Berkshire (other than Eldad Levy)
will not receive any director fees or salaries from Berkshire. Eldad Levy will
be entitled to a fee of GBP12,000 per annum for his directorship services to
Berkshire.
Save as disclosed in this announcement the effect of the Scheme on the interests
of the Westcity Directors will not differ from its effect on the interests of
any other Westcity Shareholder.
7. Westcity Share Schemes
Certain of the Westcity Directors, namely Ira Rapp, Michael Tannenbaum and Rex
Wood-Ward and one employee of Westcity (Reshma Patel) will be entitled to
exercise their options to acquire Westcity Shares pursuant to the vesting of
awards under certain of the Westcity Share Schemes immediately after the Court
sanctions the Scheme and for forty five days thereafter. As these option and
awards are out of the money, each of the holders has irrevocably undertaken to
Westcity and Berkshire not to exercise any of his or her rights under the
Westcity Share Schemes and accordingly all such rights under the Westcity Share
Schemes will lapse upon expiry of the aforementioned forty five day period.
8. Information on Westcity
In 2006, Westcity became a property-related investment, development and
management company. The focus of Westcity is to seek out property opportunities
for investment, co-investment, development and management.
Westcity's major asset is its 34.27 per cent. interest in the Fund. The Fund has
acquired an asset base of global property investments, principally but not
exclusively in Continental Europe. As well as its investment in the Fund,
Westcity also owns 50 per cent. of the share capital of Manco which acts as the
manager of the Fund.
Westcity's income stream includes (i) fees receivable for sourcing and acquiring
property investments on behalf of the Fund (ii) Westcity's 50 per cent. share of
the net fees received by Manco from the Fund and (iii) income distributions
relating to Westcity's investment in the Fund together with any capital
appreciation relating to Westcity.
Further information on Westcity will be set out in the Scheme Document.
9. Information on Berkshire
Berkshire was incorporated in England and Wales on 18 June 2009 with registered
number 06937709 at the instance of Westcity's largest shareholder, Chapman. The
registered office of Berkshire is 4 Prince Albert Road, NW1 7SN. The authorised
share capital of Berkshire is GBP1,500,000 divided into 150,000,000 Berkshire
Shares of 1 pence each. The total number of Berkshire Shares in issue as at the
date of this announcement is 100 Berkshire Shares held by Ira Rapp. At the date
of this announcement there are no other Berkshire Shares in issue and since it
is not known what the take up by Shareholders of the Unlisted Share Alternative
will be, it will not be known what the total number of Berkshire Shares in issue
will eventually be until the Effective Date.
Berkshire was formed in order to offer Shareholders the ability to realise their
investment in Westcity Shares at a premium to the prevailing market price whilst
also offering Shareholders the opportunity to choose to participate in the
ongoing risks and rewards associated with the underlying assets and investments
of Westcity.
Immediately following the Effective Date, Rex Wood-Ward, Michael Tannenbaum and
Eldad Levy will join Ira Rapp on the board of Berkshire as directors.
Following implementation of the Scheme, an aggregate of 4,233,790 of the
Berkshire Shares will be owned by Ira Rapp and Rex Wood-Ward, each of whom
having irrevocably undertaken to elect the Unlisted Share Alternative in respect
of all of their Westcity Shares.
Further information on Berkshire and Chapman will be set out in the
Scheme Document.
10. Irrevocable undertakings
Of the Directors, Sir Harry Solomon, Rex Wood-Ward and Ira Rapp (directly and/or
indirectly) hold Westcity Shares. Westcity Properties Limited (which is
ultimately controlled by Ira Rapp) has given an irrevocable undertaking to the
Company to vote in favour of the Delisting Resolution and the other resolutions
to be proposed at the General Meeting in respect of its entire holding of
Westcity Shares, amounting to in aggregate 4,000,000 Westcity Shares,
representing approximately 5.4 per cent. of Westcity's existing issued share
capital. Sir Harry Solomon and Rex Wood-Ward have each given an irrevocable
undertaking to Berkshire and the Company to vote in favour of the Scheme
Resolutions and the Delisting Resolution to be proposed at the Meetings in
respect of their entire holding of Westcity Shares, amounting to in aggregate
2,233,790 Westcity Shares, representing approximately 3 per cent. of Westcity's
existing issued share capital. Of the Westcity Directors, Ira Rapp (through his
control of Westcity Properties Limited) and Rex Wood-Ward have irrevocably
undertaken to elect to receive Berkshire Shares in respect of their Scheme
Shares.
In addition, Berkshire and the Company have received irrevocable undertakings
from certain Shareholders (other than Chapman) to vote in favour of the Scheme
Resolutions and the Delisting Resolution in respect of their entire
shareholdings representing in aggregate 12,640,306 Westcity Shares representing
approximately 17 per cent. of the existing issued share capital of Westcity.
Berkshire and the Company have also received irrevocable undertakings from
Chapman to vote in favour of the Delisting Resolution in respect of its entire
shareholding representing in aggregate 24,808,657 Westcity Shares representing
approximately 33.4 per cent. of the existing issued share capital of Westcity.
Lastly, Berkshire and the Company have also received irrevocable undertakings
from some of these Shareholders (including Chapman) to elect for the Unlisted
Share Alternative in respect of 27,208,657 Westcity Shares, representing
approximately 36.62 per cent. of the existing issued share capital of Westcity.
The irrevocable undertakings mentioned above will lapse, inter alia:
* if the Scheme is not approved by Shareholders at the Scheme Meeting or is
withdrawn by Westcity or Berkshire other than in respect of the Delisting
Resolution; or
* if a person other than Berkshire (or any person acting in concert with it)
announces an offer for Westcity pursuant to Rule 2.5 of the City Code at a price
per Westcity Share representing, as at the date of such Rule 2.5 announcement,
at least 110 per cent. to the cash price per Westcity Share available pursuant
to the Acquisition Proposal.
Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.
11. Financing of the Acquisition Proposal
Berkshire has secured committed financing arrangements through the Bridging Loan
for the provision to Berkshire of the necessary financing to fund the Cash
Consideration payable by Berkshire to Shareholders under the Cash Offer.
Approximately GBP5.989 million under the Bridging Loan was drawn down by
Berkshire as at 15 September 2009. It is intended that the Bridging Loan will be
repaid in due course by proceeds to be raised under the Berkshire Fundraising.
The Company and Berkshire and Horwath Clark Whitehill have received, pursuant to
the irrevocable undertakings referred to in paragraph 10, from Shareholders and
Directors (who together hold approximately 42.32 per cent. of the issued share
capital of the Company) irrevocable undertakings to elect for the Unlisted Share
Alternative in respect of their Westcity Shares. Should all other Shareholders
elect to receive the Cash Offer, a maximum Cash Consideration of GBP5,571,391
would be required to be paid to such Shareholders.
Taking into account the above, Horwath Clark Whitehill confirms that it is
satisfied that the resources available to Berkshire are sufficient to satisfy
the Cash Consideration due to Shareholders under the Scheme.
12. Structure of the Acquisition Proposal
12.1 Introduction
The Acquisition Proposal will be effected by means of a scheme of arrangement
between Westcity and the Scheme Shareholders under Part 26 of the 2006 Act
involving a reduction of capital under section 135 of the 1985 Act. The purpose
of the Scheme is to provide for Berkshire to become the owner of the entire
issued and to be issued share capital of Westcity. This is to be achieved by the
cancellation of the Scheme Shares held by Scheme Shareholders and the
application of the reserve arising from such cancellation in paying up in full
New Westcity Shares which have an aggregate nominal value and share premium
value equal to the aggregate nominal value of the Scheme Shares cancelled and
issuing the same to Berkshire.
Scheme Shareholders will then receive cash or Berkshire Shares on the basis of
the Cash Offer or Unlisted Share Alternative respectively (as each is more fully
described in paragraph 2 above).
For the Scheme (including the Reduction of Capital) to become effective, a
special resolution implementing the Scheme must be passed by Shareholders at the
General Meeting and the Scheme must be approved by a majority in number of those
Scheme Shareholders present and voting either in person or by proxy at the Court
Meeting representing 75 per cent. or more in value of all Scheme Shares held by
such Scheme Shareholders.
The Scheme also requires the sanction of the Court, as well as satisfaction or
waiver of the other Conditions. The Scheme will become effective in accordance
with its terms on delivery and registration of copies of the Court Order to the
Registrar of Companies. The Reduction of Capital involved in the Scheme requires
the approval of the Special Resolution at the General Meeting and the subsequent
confirmation of the Court. The Reduction of Capital will take effect on the
registration of the Court Order by the Registrar of Companies. Upon the Scheme
becoming effective, it will be binding on all Shareholders, irrespective of
whether or not, being entitled to do so, they attended or voted at the Court
Meeting or the General Meeting.
If the Scheme becomes effective the admission to trading on AIM of the Westcity
Shares will be cancelled the day following the Effective Date and New Westcity
Shares will be issued to Berkshire fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of any nature
whatsoever and together with all rights attaching to them, including the right
to receive and retain all dividends and distributions (if any) declared, made or
payable after the Effective Date. Westcity will not declare, make or pay any
dividends or distributions prior to the Effective Date.
12.2 The Meetings
Before the Court's approval can be sought to sanction the Scheme, the Scheme
will require approval by the holders of Scheme Shares at the Court Meeting and
the passing of the special resolution by Shareholders at the General Meeting to
approve the Reduction of Capital and other related issues.
Ira Rapp and Chapman are precluded from voting on the Scheme Resolutions as they
are deemed to be acting in concert, but each of them can vote on the Delisting
Resolution and the other resolutions to be proposed at the General Meeting.
It is important that, for the Court Meeting, as many votes as possible are cast
so that the Court may be satisfied that there is a fair and reasonable
representation of Scheme Shareholder opinions. Therefore, whether or not you
intend to attend the Meetings, you are strongly urged to sign and return your
Forms of Proxy for both the Court Meeting and General Meeting as soon as
possible.
12.3 Conditions to the Acquisition Proposal
The Conditions to the Acquisition Proposal are set out in full in Appendix I of
this announcement. In summary, the implementation of the Acquisition Proposal is
conditional upon:
* approval of the Scheme by a majority in number of the Scheme Shareholders
representing 75 per cent. or more in value of the Scheme Shares present and
voting, either in person or by proxy, at the Court Meeting, or at any
adjournment thereof;
* the Scheme becoming effective by not later than 5.00 p.m. (London time) on 31
December 2009 or such later date and time (if any) as may be agreed in writing
by Westcity and Berkshire (and, if appropriate, as the Court may approve)
failing which the Scheme will lapse;
* the Special Resolution being duly passed by the requisite majority at the
General Meeting or at any adjournment thereof;
* the sanction by the Court of the Scheme with or without modification, on terms
acceptable to Westcity and Berkshire, and the subsequent confirmation of the
Reduction of Capital therein; and
* the delivery of a certified copy of the Court Order (together with the minute of
Reduction of Capital) to the Registrar of Companies by Westcity and the
registration of the Court Order by the Registrar of Companies.
13. Sanction of the Scheme and confirmation of the Reduction of Capital by the
Court
Under the Companies Acts, the Scheme requires the sanction of the Court and the
Reduction of Capital requires the confirmation of the Court. The Scheme will
become effective in accordance with its terms on delivery of certified copies of
the Court Order to the Registrar of Companies and the registration by him of the
Court Order.
If the Scheme becomes effective, it will be binding on all Shareholders
irrespective of whether or not, being entitled to do so, they attended or voted
in favour of the Scheme at the Court Meeting or in favour of the Special
Resolution at the General Meeting. If the Scheme does not become effective by 31
December 2009 (or such later date (if any) as Berkshire and Westcity may agree
and, if appropriate, the Court may approve) the Scheme will not become effective
and the Scheme will not proceed.
14. Berkshire Fundraising
Berkshire intends to keep the costs of operating the Westcity Group to a
minimum. However, given the uncertainty of future income streams arising from
the Fund, it is expected that in the short to medium term Westcity's income will
be insufficient to meet the ongoing operating costs and outstanding liabilities
of Berkshire and the Group. Accordingly, and after the Scheme has been
implemented, Berkshire intends to raise up to a maximum sum of GBP8 million from
Berkshire shareholders in proportion to their shareholdings in Berkshire
immediately after the Scheme is implemented.
The Berkshire Fundraising will be used to: (i) repay the Bridging Loan; (ii)
repay the outstanding amount owed by Westcity to Chapman under the existing loan
facility provided to Westcity under the Chapman Loan; and (iii) meet the
anticipated working capital requirements of Berkshire and the Westcity Group for
at least 6 months following the date on which the Scheme becomes Effective.
The Berkshire Fundraising will be fully underwritten by Chapman but each
Berkshire Shareholder will be given the opportunity to participate in the
Berkshire Fundraising in proportion to its shareholding in Berkshire immediately
after the Scheme is implemented.
Accordingly, Scheme Shareholders who elect, in respect of all their Scheme
Shares, to receive Berkshire Shares instead of the Cash Consideration under the
Cash Offer but who fail to participate in the Berkshire Fundraising, may have
their shareholdings in Berkshire diluted subsequent to the Scheme becoming
effective.
15. Implementation Agreement
On 15 September 2009 Berkshire and Westcity entered into the Implementation
Agreement, which sets out the arrangements for the implementation of the Scheme
and governs the relationship of the parties in relation to the acquisition of
Westcity by Berkshire until the Scheme becomes effective. A summary of certain
material provisions of this agreement will be set out in the Scheme Document.
Berkshire has the right to elect to implement the Acquisition Proposal by making
a Takeover Offer for the entire issued share capital of Westcity, subject to the
acceptance condition being set at such percentage of the Westcity Shares as
Berkshire shall determine, or as otherwise required by the Panel, and subject to
any modification or amendment to such terms and conditions as may be required by
the Panel or as may be necessary in order to change the method of implementation
from a scheme of arrangement to a Takeover Offer.
Westcity has agreed to pay to Berkshire an inducement fee, equal to 1 per cent.
of the value of the Acquisition Proposal calculated by reference to the cash
price per Westcity Share offered by Berkshire under the Cash Offer and the fully
diluted equity share capital of the Company (inclusive of any VAT which is not
recoverable by the Company), if:
* a competing proposal for the acquisition or control of Westcity is announced
(whether under Rule 2.4 or Rule 2.5 of the City Code or otherwise):
* prior to the Acquisition Proposal (i) lapsing or being withdrawn (where it is to
be effected by way of a Takeover Offer), or (ii) becoming unconditional and
effective (where it is to be effected by way of the Scheme); and
* such competing proposal subsequently becomes or is declared unconditional in all
respects or is otherwise completed or implemented (whether before or after the
Acquisition Proposal (i) lapses or is withdrawn or (ii) becomes unconditional
and effective);
* KBC Peel Hunt withdraws its recommendation in paragraph 3 above for whatever
reason before the Scheme becomes effective;
* Westcity fails to take all such reasonable steps as it is required to take under
the Implementation Agreement.
16. Suspension and Cancellation of Admission to Trading of Westcity Shares
Application will be made to the London Stock Exchange for Westcity Shares to be
suspended from trading of AIM with effect from 5.00 p.m. on the day prior to the
Court Hearing. On the Effective Date, share certificates in respect of Westcity
Shares will cease to be valid and should be destroyed. In addition, on the
Effective Date, entitlements to Westcity Shares held within the CREST system
will be cancelled.
17. Delisting of Westcity if the Scheme is not approved or fails
As noted in paragraph 1 above, Shareholders are requested separately to approve
the Delisting of Westcity by voting in favour of the Delisting Resolution at the
General Meeting, which will only become effective if the Scheme does not.
In accordance with Rule 41 of the AIM Rules, the Company will notify the London
Stock Exchange of the Delisting in the event that the Scheme is not approved or
fails to become effective. Under the AIM Rules, it is a requirement that the
Delisting is approved by the requisite majority of Shareholders voting at the
General Meeting (being not less than 75 per cent. of the votes cast).
Accordingly, the Delisting Resolution to be proposed at the General Meeting
seeks Shareholders' approval for the Delisting.
Upon the Delisting becoming effective, KBC Peel Hunt will cease to be the
nominated adviser to the Company and the Company will no longer be required to
comply with the AIM Rules.
Immediately following the Delisting, there will be no market facility for
dealing in Westcity Shares and no price will be publicly quoted. As a result the
Delisting will make it more difficult for Shareholders to buy and sell Westcity
Shares should they want to do so.
18. Disclosure of Interests in Westcity
Save as disclosed below, as at the close of business on 15 September 2009 (being
the last Business Day prior to the date of this announcement), neither Berkshire
nor any of its subsidiaries, nor the sole director of Berkshire, nor any member
of his immediate family, nor any other person acting in concert with Berkshire
has an interest or a right to subscribe in respect of or has held any short
positions directly or indirectly (whether conditional or absolute and whether in
the money or otherwise) (including any short positions under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery), any relevant securities of Westcity, nor has any
such person borrowed or lent any relevant Westcity securities (save for any
borrowed shares which have been on-lent or sold).
As at the close of business on 15 September 2009 (being the last Business Day
prior to the date of this announcement), Ira Rapp, as the sole director of
Berkshire, and members of his immediate family and related trusts, has an
interest in 4,000,000 Westcity Shares (all of which unless otherwise stated are
beneficial) and had outstanding options and/or awards over Westcity Shares as
follows:
+----------------+----------------------+----------------+-----------------+
|Description of | No. of Westcity |Exercise price |Exercise period |
| Scheme | Shares under option | (pence) | / Vesting Date |
| | / award | | |
+----------------+----------------------+----------------+-----------------+
| 2006 Share | 1,400,000 | 44.375 | 26 July 2008 |
| Option Scheme | | | |
+----------------+----------------------+----------------+-----------------+
| 2006 Share | 64,864 | 46.25 | 26 July 2009 |
| Option Scheme | | | |
+----------------+----------------------+----------------+-----------------+
| 2006 Share | 1,335,136 | 44.375 | 26 July 2009 |
| Option Scheme | | | |
+----------------+----------------------+----------------+-----------------+
| 2006 Share | 681,818 | 22 | 27 June 2011 |
| Option Scheme | | | |
+----------------+----------------------+----------------+-----------------+
As at the close of the business on the last day of the disclosure period, the
following persons acting in concert with Berkshire owned or controlled the
following Westcity Shares:
+------------------------------+--------------------------------------+
| Name | Number of Westcity Shares |
+------------------------------+--------------------------------------+
| Chapman | 24,808,657 |
+------------------------------+--------------------------------------+
| Ira Rapp | 4,000,000 |
+------------------------------+--------------------------------------+
19. Overseas Shareholders
The availability of the Acquisition Proposal and the Scheme to persons resident
in, or citizens of, jurisdictions outside the United Kingdom may be affected by
the laws of the relevant jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable
requirements. It is the responsibility of each of the Overseas Shareholders to
satisfy themselves as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental exchange control or other consents which may be required or
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such jurisdiction.
This announcement has been prepared for the purposes of complying with English
law and the City Code and the information disclosed may be different from that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.
The availability of the Unlisted Share Alternative to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements. Any failure to comply with such applicable requirements may
constitute a violation of the securities laws of any such jurisdictions. Under
the terms of the Scheme, Berkshire has the right to deem a Scheme Shareholder
not to have made an election under the Unlisted Share Alternative in respect of
such Scheme Shares as the Scheme Shareholder has purported to make such an
election where Berkshire believes that the receipt of Berkshire Shares by that
Scheme Shareholder may infringe applicable legal or regulatory requirements or
require Westcity or Berkshire to comply with any regulatory or other obligations
which they consider to be unduly onerous or with which they are unable to
comply.
Berkshire Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state in the United States
and may not be offered or sold directly or indirectly in or into the United
States unless registered under the US Securities Act or issued pursuant to an
exemption therefrom. Accordingly, no application or election by Shareholders
(who are US Persons) for Berkshire Shares under the Unlisted Share Alternative
will be accepted by the Company if (i) such US Holder is unable to warrant to
Berkshire that he is in full compliance with an available exemption under the US
Securities Act and all applicable laws or (ii) the Company, Berkshire or their
agent has reason to believe such US Holder is ineligible to apply for the
Unlisted Share Alternative. Any US Holder who elects for the Unlisted Share
Alternative but does not qualify for this alternative for the reasons referred
to above will be deemed not to have so elected and shall be paid the Cash
Consideration to which he is entitled under the Cash Offer in respect of his
Westcity Shares.
20. General
Berkshire reserves the right, subject to the prior consent of the Panel, to
elect to implement the acquisition of the Westcity Shares by way of Takeover
Offer. In such event, such Takeover Offer will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would
apply to the Scheme. Furthermore, if sufficient acceptances of such offer are
received and/or sufficient Westcity Shares are otherwise acquired, it is the
intention of Berkshire to apply the provisions of section 979 of the Companies
Act to acquire compulsorily any outstanding Westcity Shares to which such offer
relates.
The Merger will be subject to the Conditions and certain further terms set out
in Appendix I and the further terms and conditions set out in the Scheme
Document when issued.
The bases and sources of certain information contained in this announcement are
set out in Appendix II.
The availability of the Acquisition Proposal to 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.
Certain terms used in this announcement are defined in Appendix IV.
Enquiries:
+-----------------------------------------+-----------------------------------------+
| WESTCITY | Tel:+44 (0)20 7424 6711 |
| Michael Tannenbaum (Company Secretary) | |
+-----------------------------------------+-----------------------------------------+
| KBC PEEL HUNT | Tel:+44 (0)20 7418 8900 |
| (Financial adviser and broker to | Tel:+44 (0)20 7418 8900 |
| Westcity) | |
| Alex Vaughan (Corporate Finance) | |
| Richard Kauffer (Corporate Finance) | |
+-----------------------------------------+-----------------------------------------+
| BERKSHIRE | Tel:+44 (0)20 7424 6714 |
| Ira Rapp (Director) | |
+-----------------------------------------+-----------------------------------------+
| HORWATH CLARK WHITEHILL | Tel:+44 (0)20 7842 7100 |
| (Financial adviser to Berkshire) | |
| Nicola Horton (Corporate Finance | |
| Partner) | |
+-----------------------------------------+-----------------------------------------+
KBC Peel Hunt, 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 Acquisition Proposal and will not be responsible to
anyone other than Westcity for providing the protections afforded to clients of
KBC Peel Hunt nor for providing advice in relation to the Acquisition Proposal
or the content of, or any other matter or arrangement described or referred to
in, this announcement.
Horwath Clark Whitehill, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Berkshire and no
one else in connection with the Acquisition Proposal and will not be responsible
to anyone other than Berkshire for providing the protections afforded to clients
of Horwath Clark Whitehill nor for providing advice in relation to the
Acquisition Proposal or the content of, or any other matter or arrangement
described or referred to in, this announcement.
The announcement of which the above summary forms part is not intended to, and
does not, constitute or form any part of an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Acquisition Proposal or
otherwise nor shall there be any sale, issuance or transfer of the securities
referred to in the announcement in the United States or any jurisdiction in
contravention of applicable law. The Acquisition Proposal will be made solely on
the basis of the Scheme Document, which will contain the full terms and
conditions of the Acquisition Proposal. The Scheme Document will be posted to
those shareholders able to receive it in due course. Any response in relation to
the Acquisition Proposal should be made only on the basis of the information in
the Scheme Document. Shareholders receiving the formal documentation in relation
to the Acquisition Proposal are advised to read it carefully, once it has been
dispatched as it will contain important information.
The availability of the Acquisition Proposal to Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Scheme Document.
The announcement has been prepared in accordance with English law and the City
Code and information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England. The
Acquisition Proposal will be subject to the applicable rules and regulations of
the London Stock Exchange and the City Code. The Acquisition Proposal relates to
the shares in an English company and is proposed to be made by means of a scheme
of arrangement provided for under company law of the United Kingdom. Westcity is
not subject to the Securities Exchange Act. A transaction effected by means of a
scheme of arrangement is not subject to the proxy and tender offer rules under
the Exchange Act. Accordingly, the Acquisition Proposal is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US proxy and
tender offer rules. Financial information included in the relevant documentation
will have been prepared in accordance with accounting standards applicable in
the UK that may not be comparable to the financial statements of US companies.
If Berkshire exercises its right to implement the Acquisition Proposal by way of
a Takeover Offer, the Acquisition Proposal will be made in compliance with
applicable US laws and regulations, including applicable provisions of the
tender offer rules under the Exchange Act.
Berkshire Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state in the United States
and may not be offered or sold directly or indirectly in or into the United
States unless registered under the US Securities Act or issued pursuant to an
exemption therefrom. Accordingly, no application or election by Shareholders
(who are US Persons) for Berkshire Shares under the Unlisted Share Alternative
will be accepted by the Company if (i) such US Holder is unable to warrant to
Berkshire that he is in full compliance with an available exemption under the US
Securities Act and all applicable laws or (ii) Westcity, Berkshire or their
agent has reason to believe such US Holder is ineligible to apply for the
Unlisted Share Alternative. Any US Holder who elects for the Unlisted Share
Alternative but does not qualify for this alternative for the reasons referred
to above will be deemed not to have so elected and shall be paid the cash
consideration to which he is entitled under the Cash Offer in respect of his
Westcity Shares.
Cautionary and Forward-Looking Statements
This announcement contains a number of "forward-looking statements" relating to
Westcity and Berkshire and the business sectors in which they operate.
Generally, the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates", "forecast", "plan" and "project" or similar
expressions identify forward-looking statements. Such statements reflect the
relevant company's current views with respect to future events and are subject
to risks, assumptions and uncertainties that could cause the actual results to
differ materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties relate to factors
that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions, changes in general economic and business
conditions, introduction of competing products and services, lack of acceptance
of new products or services and the behaviour of other market participants.
Although Berkshire and Westcity believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct. Shareholders should not,
therefore, place undue reliance on these forward-looking statements, which speak
only as of the date of this announcement.
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 Westcity or Berkshire, 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 not later than 3.30pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Acquisition proposal becomes, or is declared,
unconditional as to acceptances or 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 Westcity or Berkshire, they will be
deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Westcity or Berkshire by Westcity or Berkshire, or by any of
their respective "associates" must also 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 City 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, please consult the Panel's website
at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)
20 7638 0129; fax number +44 (0) 20 7236 7013.
The Westcity Directors accept responsibility for all the information contained
in this announcement except for that information for which the sole director of
Berkshire accepts responsibility. To the best of the knowledge and belief of the
Westcity Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The sole director of Berkshire accepts responsibility for all information in
this announcement relating to Berkshire and himself as director of Berkshire. To
the best of the knowledge and belief of the sole director of Berkshire (who has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which he is responsible is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
appendix i
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION PROPOSAL
1. The Acquisition Proposal, if it is implemented by way of the Scheme, is
conditional upon the Scheme becoming unconditional and effective, subject to the
City Code, by not later than 5.00 p.m. on 31 December 2009 or such later date as
Berkshire, Westcity, the Panel and (if required) the Court may agree in writing.
Subject to the requirements of the Panel, the implementation of the Scheme is
conditional upon:
* approval by a majority in number of the Scheme Shareholders representing three
fourths or more in value of the Scheme Shares, present and voting, either in
person or by proxy, at the Court Meeting or at any adjournment of that meeting;
* all the Scheme Resolutions required to implement the Scheme and the other
matters to be proposed at the General Meeting (other than the Delisting
Resolution), being passed by the requisite majority at the General Meeting or at
any adjournment of that meeting; and
* the sanction of the Scheme (without modification or with modification as agreed
by Westcity and Berkshire) and the confirmation of the Reduction of Capital by
the Court, and:
* the delivery of a certified copy of the Court Order and the minute of the
Reduction in Capital attached thereto to the Registrar of Companies by Westcity;
* the registration of the Court Order.
2. Westcity and Berkshire have agreed that, subject as stated in paragraph 4
below, the Acquisition Proposal is also conditional upon the following matters
in this paragraph 2 and, accordingly, the necessary action to make the Scheme
effective (including the delivery of the Court Order and minutes of the
Reduction of Capital to the Registrar of Companies and the registration thereof
by the Registrar of Companies) will not be taken unless the following conditions
are satisfied or waived, as referred to below at or prior to the Scheme being
sanctioned by the Court and the Scheme becoming effective:
(a) save as disclosed in the announcement of its interim results for the 6
months ended 30 June 2009 or Westcity's report and accounts for the year ended
31 December 2008, or as publicly announced by Westcity by the delivery of an
announcement to a Regulatory Information Service prior to 16 September 2009, or
as fairly disclosed in writing by Westcity to Berkshire prior to 16 September
2009, or as known or ought reasonably to be known to Berkshire at or prior to 16
September 2009, or otherwise which occurs as a result of a matter or act of any
member of the Wider Westcity Group (such public announcements, disclosures,
information or acts or matters being referred to in these terms and conditions
as being "revealed"), there being no provision of any agreement, authorisation,
arrangement, franchise, consent, lease, licence, permit or other instrument to
which any member of the Wider Westcity Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or subject, which
as a result of the Acquisition Proposal or because of a change in the control or
management of any member of the Wider Westcity Group or otherwise, is or is
reasonably likely to result (in any case to an extent which is materially
adverse in the context of the Wider Westcity Group taken as a whole) in:
(i) any indebtedness, actual or contingent, of any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than its
stated maturity date;
(ii) any such agreement, authorisation, arrangement, franchise, consent,
licence, permit or instrument or the rights, liabilities, obligations or
interests of any such member thereunder being or becoming capable of being
terminated or adversely modified or affected or any onerous obligation arising
or any materially adverse action being taken or arising or any obligation or
liability arising thereunder;
(iii) the rights, liabilities, obligations or interests of any such member in
or with any other person, firm, company or body (or any arrangements or
agreements relating to such rights, liabilities, obligations, interests or
business) being terminated, modified or adversely affected;
(iv) any material assets or interests of, or any asset the use of which is
enjoyed by, any such member being or falling to be disposed of or charged or
ceasing to be available to any such member or any right arising under which any
such asset or interest could be required to be disposed of or charged or could
cease to be available to any such member otherwise than in the ordinary course
of business;
(v) the creation of any mortgage, charge or other security interest over the
whole or any part of the property or assets of any such member or any such
mortgage, charge or security (whenever created, arising or having arisen)
becoming enforceable or being enforced;
(vi) the value or the financial position of any member of the Wider Westcity
Group being materially prejudiced or adversely affected;
(vii) any liability of any member of the Wider Westcity Group to make any
severance, termination, bonus or other payment of any of its officers or other
senior executives; or
(viii) any such member ceasing to be able to carry on business under any name
under which it presently does,
and no event having occurred which, under any provision of any such agreement,
authorisation, arrangement, franchise, consent, lease, licence, permit or other
instrument to which any member of the Wider Westcity Group is a party or by or
to which any such member or any of its assets is or may be bound, entitled or
subject, might reasonably be expected to result in any of the events referred to
in this condition (a) to an extent which is material in the context of the
Westcity Group taken as a whole;
(b) no government, government department or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative or
investigative body or authority (including, without limitation, any national
anti-trust or merger control authority), court, trade agency, professional body,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties") having
instituted, implemented or threatened (in writing and addressed to a member of
the Wider Westcity Group), or having decided to institute, implement or threaten
(in writing and addressed to a member of the Wider Westcity Group), any action,
proceeding, suit, investigation, enquiry or reference or having made, proposed
or enacted any statute, regulation, order or decision or taken any steps which
is reasonably likely to, as the case may be:
(i) make the Acquisition Proposal or its implementation or the change of
control of Westcity void, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, frustrate, delay or interfere with the same, or impose
additional material conditions or obligations with respect thereto, or otherwise
require material amendment to the terms of the Acquisition Proposal (including,
without limitation, taking any steps which would result in Berkshire being
required to dispose of all or some of its Westcity Shares or restrict the
ability of Berkshire to exercise voting rights in respect of some or all of such
Westcity Shares);
(ii) require the divestiture by Berkshire or by any member of the Wider
Westcity Group of all or any material portion of their respective assets or
properties or impose any limitation on the ability of any of them to own any of
their respective assets or property (or any part thereof) to an extent which is
material to Berkshire or in the context of the Wider Westcity Group taken as a
whole, respectively;
(iii) impose any limitation on, or result in a delay in, the ability of
Berkshire or any member of the Wider Westcity Group directly or indirectly to
acquire or hold or exercise effectively, directly or indirectly, all or any
rights of ownership in respect of shares or other securities (or the equivalent)
in any member of the Wider Westcity Group or to exercise management control over
any such member;
(iv) otherwise adversely affect any or all of the assets, profits, financial
position or prospects of any member of the Wider Westcity Group to an extent
which is material in the context of the Wider Westcity Group taken as a whole;
(v) save pursuant to the Acquisition Proposal, require Berkshire or any
member of the Wider Westcity Group to offer to acquire any shares or other
securities (or the equivalent) in any member of the Wider Westcity Group owned
by any Third Party;
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;
(c) all material authorisations, orders, recognitions, grants, determinations,
consents, licences, confirmations, clearances, certificates, permissions and
approvals (each an "Authorisation") which are necessary or considered
appropriate by Berkshire (Berkshire acting reasonably in considering whether any
such Authorisation is appropriate) in any relevant jurisdiction for or in
respect of the Acquisition Proposal (including, without limitation, its
implementation) having been obtained, in terms and in a form reasonably
satisfactory to Berkshire for all appropriate Third Parties or from any persons
or bodies with whom any member of the Wider Westcity Group has entered into
contractual arrangements, in each case where the absence of such Authorisation
from such a person might have a material adverse effect on the Wider Westcity
Group taken as a whole and all such Authorisations remaining in full force and
effect and there being no notice or intimation of any intention to revoke,
withdraw, withhold, suspend, restrict, modify, amend or not to renew any of the
same in any case to an extent which is materially adverse in the context of the
Westcity Group taken as a whole;
(d) save as revealed, no member of the Wider Westcity Group having since 30
June 2009:
(i) (save as between Westcity and wholly-owned subsidiaries of Westcity, or
for options granted, or on the exercise of rights to subscribe for Westcity
Shares pursuant to the exercise of options granted or the exercise of rights
under the Westcity Share Schemes on or prior to the date hereof or for the issue
of any Westcity Shares pursuant to the Scheme), issued, agreed to issue,
authorised or proposed the issue or grant of additional shares of any class, or
securities convertible into, or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities or redeemed, purchased or
reduced or announced any proposal to redeem, purchase or reduce any part of its
share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution whether payable in cash or
otherwise other than to its shareholders pro-rata;
(iii) (save for transactions between Westcity and wholly-owned subsidiaries of
Westcity) merged with or demerged any body corporate or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any rights, title or interest in any asset (including shares and trade
investments), or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the
creation of any security interest over the same (other than in the ordinary
course of business);
(iv) (save as between Westcity and wholly-owned subsidiaries of Westcity) made,
authorised or proposed, or announced an intention to propose, any change in its
share or loan capital including the purchase or redemption of any of its own
shares;
(v) issued, authorised or proposed the issue of or made any change in or to any
debentures or incurred or increased any indebtedness or become subject to a
liability (actual or contingent) which in any case is outside the ordinary
course of business and material in the context of the Wider Westcity Group taken
as a whole;
(vi) save in connection with the Acquisition Proposal, entered into,
implemented, effected, varied, authorised or proposed or announced its intention
to enter into or vary any contract, reconstruction, amalgamation, scheme,
commitment, merger, demerger or other similar transaction or arrangement, in
each case otherwise than in the ordinary course of business, which in any case
is material in the context of the Wider Westcity Group taken as a whole;
(vii) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Westcity Group and any other person in a manner which is
reasonably likely to have a material adverse effect on the financial position of
the Wider Westcity Group taken as a whole;
(viii) proposed, agreed to provide or modified the terms of any share option
scheme;
(ix) entered into or changed the terms of any contract, agreement or
arrangement with any director or senior executives of any member of the Wider
Westcity Group which is material in the context of the whole of the Wider
Westcity Group taken as a whole;
(x) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it in writing or petition presented or order
made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, trustee, administrator,
administrative receiver or similar officer of all or any material part of its
assets and revenues or any analogous or equivalent steps or proceedings in or
under the laws of any jurisdiction having occurred or there having been
appointed any analogous person in any jurisdiction which in any case is material
in the context of the Wider Westcity Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay its debts
generally or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness or having stopped
or suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of its
business in any case which is or would be material in the context of the Wider
Westcity Group taken as a whole;
(xii) made any material alteration to its memorandum or articles of association
or other incorporation documents (other than pursuant to the Scheme);
(xiii) made or agreed or consented to any significant change to the terms of
the trust deeds constituting pension schemes established for its directors
and/or employees or their dependents or to the benefits which accrue or to the
pensions which are payable thereunder or to the basis on which qualification for
or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a corporation which would be material
in the context of the Wider Westcity Group taken as a whole;
(xiv) entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) to enter into
any agreement, commitment or arrangement or proposed or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition (d);
(e) save as revealed:
(i) no adverse change or deterioration having occurred in the assets, financial
position or profits or prospects of any member of the Wider Westcity Group which
is material in the context of the Wider Westcity Group taken as a whole;
(ii) no claim being made, and no circumstance having arisen which is likely to
lead to a claim being made, under the insurance of any member of the Wider
Westcity Group which is or might have a material adverse effect on the Wider
Westcity Group taken as a whole;
(iii) no claim having been made or threatened and no litigation, arbitration
proceedings, prosecution or other legal or regulatory proceedings or
investigation having been instituted, announced, implemented or threatened in
writing by or against or remaining outstanding against any member of the Wider
Westcity Group or to which any member of the Wider Westcity Group is or is
likely to become a party (whether as plaintiff, defendant or otherwise) which
has or might have a material adverse effect on the Wider Westcity Group taken as
a whole;
(iv) no contingent or other liability of any member of the Wider Westcity Group
having arisen or become apparent or increased which in any such case is or might
reasonably be expected materially or adversely to affect any member of the Wider
Westcity Group which in any such case is or might be material and adverse in the
context of the Wider Westcity Group taken as a whole;
(v) (other than as a result of the Acquisition Proposal) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened in writing, announced, implemented, instituted by or against or
remaining outstanding against or in respect of any member of the Wider Westcity
Group which in any such case is or might be material and adverse in the context
of the Wider Westcity Group taken as a whole;
(f) except as revealed or fairly disclosed in writing by Westcity to Berkshire
in each case prior to the date of the Announcement and to the extent material in
any case in the context of the Wider Westcity Group taken as a whole:
(i) any past or present member of the Wider Westcity Group has not received any
notice from a Third Party to the effect that it has not complied with all
applicable legislation or regulations of any applicable jurisdiction, all
obligations in permits with regard to, and all contractual provisions relating
to, the protection of the environment including relating to the storage,
carriage, disposal, discharge, spillage or leak of waste or disposal or emission
of any hazardous substance or any substance likely to impair the environment or
harm human health which non-compliance would be likely to give rise to any
material liability or cost (whether actual or contingent) on the part of any
member of the Wider Westcity Group or Berkshire;
(ii) any past or present member of the Wider Westcity Group has not received
any notice from a Third Party that there is or is likely to be any obligation or
liability (whether actual or contingent) to make good, repair, reinstate or
clean up any property now or previously owned, occupied, operated or made use of
or controlled by any past or present member of the Wider Westcity Group under
any environmental legislation, regulation, notice or circular or under any Third
Party in any jurisdiction and which is material in the context of the Wider
Westcity Group taken as a whole.
3. Westcity and Berkshire have agreed that, subject as stated in paragraph 4
below, the Acquisition Proposal is also conditional upon the Conditions in
paragraph 2 above being satisfied at or waived prior to the time the office copy
of the Court Order is delivered to the Registrar of Companies and, accordingly,
the office copy of the Court Order will not be delivered to the Registrar of
Companies and the Scheme will not become effective unless such Conditions are
satisfied or waived at such time.
4. Other terms of the Acquisition Proposal
Subject to the requirements of the Panel, Berkshire reserves the right to waive,
in whole or in part, all or any of the above conditions except condition 1.
Subject to the requirements of the Panel, the Acquisition Proposal will lapse
and the Scheme will not become effective unless the conditions set out above are
fulfilled or satisfied or (if capable of waiver) waived by Berkshire or, where
appropriate, have been determined by Berkshire in its reasonable opinion to be
or to remain satisfied by the date on which the Court Hearing takes place or
such date as Westcity and Berkshire may agree and the Court may approve.
Each of conditions 2 (a) to (f) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
If Berkshire is required by the Panel to make an offer for Westcity Shares under
the provisions of Rule 9 of the City Code, Berkshire may make such alterations
to the conditions as are necessary to comply with the provisions of that Rule,
including (without limitation) an acceptance condition of more than 50 per cent.
of the Westcity Shares to which the Takeover Offer relates.
The Acquisition Proposal and the Scheme will be governed by English law. The
City Code applies to the Acquisition Proposal.
appendix II
SOURCES AND BASES OF INFORMATION
In this announcement:
* The value placed by the cash element of the Acquisition Proposal on the existing
issued share capital, and other statements made by reference to the existing
share capital, of Westcity are based on 74,299,301 Westcity Shares in issue,
being the number of shares in issue publicly stated by Westcity on 15 September
2009.
* Unless otherwise stated, the financial information and other information on
Westcity included in this announcement has been extracted or derived, without
material adjustment, from the audited consolidated financial statements and
unaudited interim statements, for Westcity for the relevant financial periods.
* Unless otherwise stated, all historic share prices quoted for Westcity Shares
have been sourced from the Daily Official List and represent closing middle
market prices for Westcity Shares on the relevant dates.
appendix iii
details of irrevocable undertakings
The following table sets out the Directors who have provided irrevocable
undertakings to vote in favour of the Scheme Resolutions and the Delisting
Resolution, the number of Westcity Shares that these Directors held at the date
of this announcement and whether they have irrevocably undertaken to accept the
Cash Offer or elect for the Unlisted Share Alternative.
+-----------------------+---------------+---------------+---------------+---------------+
| Director | Shares held | % of total | % of total | Election for |
| | subject to | Votes | Votes | Unlisted |
| | the | eligible to | eligible to | Share |
| | irrevocable | be cast at | be cast at | Alternative |
| | undertakings | the Court | the General | |
| | | Meeting | Meeting | |
+-----------------------+---------------+---------------+---------------+---------------+
| Ira Rapp | 4,000,000| | N/A* | 5.4% | YES |
+-----------------------+---------------+---------------+---------------+---------------+
| Sir | 2,000,000 | 4.4% | 2.7% | NO |
| Harry | | | | |
| Solomon | | | | |
+-----------------------+---------------+---------------+---------------+---------------+
| Rex | 233,790 | 0.5% | 0.3% | YES |
| Wood-Ward | | | | |
+-----------------------+---------------+---------------+---------------+---------------+
| TOTAL | 6,000,000 | 4.9% | 8.4% | |
+-----------------------+---------------+---------------+---------------+---------------+
| | The 4,000,000 Westcity Shares are registered in the name of Westcity Properties |
| Limited. Westcity Properties Limited is a |
| wholly-owned subsidiary of Candice Limited. Ira Rapp is the sole shareholder of |
| Candice Limited. |
| * Ira Rapp has only provided an irrevocable undertaking to vote in favour of the |
| Delisting Resolution and the other resolutions to be proposed at the General |
| Meeting. As he is acting in concert with Berkshire and Chapman, he is precluded from |
| voting at the Court Meeting under the City Code. |
+-----------------------+---------------+---------------+---------------+---------------+
The following table sets out the other shareholders who have provided
irrevocable undertakings to vote in favour of the Scheme Resolutions and the
Delisting Resolution, the number of Westcity Shares that these other
shareholders held at the date of this announcement and whether they have
irrevocably undertaken to accept the Cash Offer or elect for the Unlisted Share
Alternative.
+-------------------------+---------------+---------------+---------------+---------------+
| Shareholder | Shares held | % of total | % of total | Election for |
| | subject to | Votes | Votes | Unlisted |
| | the | eligible to | eligible to | Share |
| | irrevocable | be cast at | be cast at | Alternative |
| | undertakings | the Court | the General | |
| | | Meeting | Meeting | |
+-------------------------+---------------+---------------+---------------+---------------+
| Chapman | 24,808,657 | N/A* | 33.4% | YES |
+-------------------------+---------------+---------------+---------------+---------------+
| Silnom | 2,400,000 | 5.3% | 3.2% | YES |
| Nominees | | | | |
| Ltd | | | | |
+-------------------------+---------------+---------------+---------------+---------------+
| Rock | 1,853,000 | 4.1% | 2.5% | NO |
| (Nominees) | | | | |
| Limited | | | | |
+-------------------------+---------------+---------------+---------------+---------------+
| Bernard | 1,382,000 | 3.0% | 1.9% | NO |
| Cue, | | | | |
| Peter | | | | |
| Boycott | | | | |
| and Paul | | | | |
| Cooke (as | | | | |
| joint | | | | |
| holders) | | | | |
+-------------------------+---------------+---------------+---------------+---------------+
| Bbhisl | 4,155,306 | 9.1% | 5.6% | NO |
| Nominees | | | | |
| Limited | | | | |
+-------------------------+---------------+---------------+---------------+---------------+
| Credo | 2,850,000 | 6.3% | 3.8% | NO |
| Capital | | | | |
| Plc | | | | |
+-------------------------+---------------+---------------+---------------+---------------+
| TOTAL | 37,448,963 | 27.8% | 50.4% | |
+-------------------------+---------------+---------------+---------------+---------------+
| * Chapman has only provided an irrevocable undertaking to vote in favour of the |
| Delisting Resolution and the other resolutions to be proposed at the General Meeting. |
| As Chapman is acting in concert with Berkshire and Ira Rapp, it is precluded from |
| voting at the Court Meeting under the City Code. |
+-------------------------+---------------+---------------+---------------+---------------+
appendix iv
definitions
In this announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| 1985 Act | means the Companies Act 1985, as |
| | amended |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| 2006 Act | means the Companies Act 2006 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Acquisition Proposal | means the recommended offer made by |
| | Berkshire to acquire the entire issued |
| | ordinary share capital of Westcity by |
| | way of the Cash Offer and the Unlisted |
| | Share Alternative to be implemented by |
| | the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| AIM | the AIM market operated by the London |
| | Stock Exchange |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| AIM Rules | the rules published by the London Stock |
| | Exchange relating to AIM, as amended |
| | from time to time |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Berkshire | Berkshire Bidco Limited, a company |
| | incorporated in England and Wales with |
| | registered number 06937709 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Berkshire Fundraising | the intended fundraising to be |
| | undertaken by Berkshire after the |
| | Scheme is implemented in order to raise |
| | a maximum sum of GBP8 million from |
| | Berkshire shareholders |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Berkshire Shares | means ordinary shares of 1 pence each |
| | in the capital of Berkshire |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Board or Westcity Board | means the Directors of Westcity as at |
| | the date of this announcement |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Bridging Loan | the GBP6,000,000 loan facility |
| | agreement entered into between |
| | Berkshire (as borrower) and Chapman (as |
| | lender) on 10 September 2009 and as |
| | amended on 15 September 2009 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Business Day | means a day, other than a Saturday, |
| | Sunday or public holiday, on which |
| | banks are open for business in the City |
| | of London |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Cash Consideration | means the cash consideration due to |
| | Shareholders under the Cash Offer in |
| | connection with the cancellation of |
| | their Scheme Shares pursuant to the |
| | Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Cash Offer | the offer by Berkshire to pay 13 pence |
| | in cash to Shareholders for each |
| | Westcity Share pursuant to the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Chapman | Chapman International Investments |
| | Limited, a company incorporated in the |
| | British Virgin Islands with registered |
| | number 319961 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Chapman Loan | the loan facility agreement entered |
| | into between the Company (as borrower) |
| | and Chapman (as lender) on 4 June 2008. |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| City Code | means the City Code on Takeovers and |
| | Mergers |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Closing Price | middle market closing price of a |
| | Westcity Share as derived from the |
| | Daily Official List |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Companies Acts | together the 1985 Act and the 2006 Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Conditions | means the conditions of the Acquisition |
| | Proposal set out in Appendix I of this |
| | announcement |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Court | means the High Court of Justice in |
| | England and Wales |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Court Hearing | means the hearing by the Court of the |
| | application to sanction the Scheme and |
| | the application to confirm the |
| | Reduction of Capital and to grant the |
| | Court Order |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Court Meeting | the meeting of the Scheme Shareholders |
| | to be convened by order of the Court |
| | pursuant to Part 26 of the 2006 Act to |
| | consider and, if thought fit, approve |
| | the Scheme including any adjournment |
| | hearing. |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Court Order | means the order of Court sanctioning |
| | the Scheme under Part 26 of the 2006 |
| | Act and confirming the Reduction of |
| | Capital under section 137 of the 1985 |
| | Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Daily Official List | the daily official list of the London |
| | Stock Exchange |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Delist or Delisting | the proposed cancellation of admission |
| | of the Westcity Shares to trading on |
| | AIM |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Delisting Resolution | the special resolution numbered to be |
| | proposed at the General Meeting for the |
| | Delisting of the Company subject to: |
| | (i) the Scheme Resolutions not being |
| | passed at the Meetings; and/or |
| | (ii) the Scheme not becoming effective |
| | in accordance with its terms by 5.00 |
| | p.m. (London time) on 31 December 2009; |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Directors or Westcity Directors | means Michael Tannenbaum, Ira Rapp, |
| | Michael Rapp, Sir Harry Solomon and Rex |
| | Wood-Ward |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Effective Date | means the day on which the Scheme |
| | becomes effective in accordance with |
| | the terms of the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Financial Services Authority or FSA | means the Financial Services Authority |
| | of the UK in its capacity as the |
| | competent authority for the purposes of |
| | Part VI of Financial Services Market |
| | Act 2000 (as amended) and in the |
| | exercise of its functions in respect of |
| | admission to the Official List |
| | otherwise than in accordance with Part |
| | VI of the said Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Fund | Stonehage Westcity Property Fund |
| | Limited, a company incorporated in |
| | Jersey, Channel Islands with registered |
| | number 93918 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| General Meeting | means the extraordinary general meeting |
| | of the Shareholders at which the |
| | Special Resolution and the Delisting |
| | Resolution will be proposed for |
| | adoption by the Shareholders |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Group or Westcity Group | Westcity and its subsidiaries, and, |
| | following the Effective Date, shall |
| | include Berkshire |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Horwath Clark Whitehill | Horwath |
| | Clark |
| | Whitehill |
| | LLP |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Implementation Agreement | means the implementation agreement made |
| | between Westcity and Berkshire dated 15 |
| | September 2009 relating to, amongst |
| | other things, the implementation of the |
| | Acquisition Proposal and the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| KBC Peel Hunt | means KBC Peel Hunt Ltd |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| London Stock Exchange | means London Stock Exchange plc |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Manco | Stonehage Westcity Management Company |
| | Limited, a company incorporated in |
| | Jersey, Channel Islands with registered |
| | number 93919 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Meetings | means the Court Meeting and the General |
| | Meeting and Meeting means either of |
| | them |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| New Westcity Shares | means the new ordinary shares of 1 |
| | pence each in the capital of Westcity |
| | to be issued and credited as fully paid |
| | pursuant to the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Offer Period | means the date commencing on 24 August |
| | 2009 and ending on the Effective Date |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Overseas Shareholders | means Shareholders whose registered |
| | addresses are outside the UK or who are |
| | citizens or residents of countries |
| | other than the UK |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Panel | means The Panel on Takeovers and |
| | Mergers |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Pounds or GBP or GBGBP or sterling | means UK pounds sterling, the lawful |
| | currency of the UK |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Reduction of Capital | means the reduction of the share |
| | capital of Westcity associated with the |
| | cancellation and extinguishing of the |
| | Scheme Shares provided for in the |
| | Scheme under section 135 of the 1985 |
| | Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Registrar of Companies | means the Registrar of Companies in |
| | England and Wales |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Regulatory Information Service | means any of the services set out in |
| | schedule 12 of the Listing Rules |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme or Scheme of Arrangement | means the scheme of arrangement |
| | proposed to be made under Part 26 of |
| | the 2006 Act between Westcity and the |
| | holders of Scheme Shares as set out in |
| | the Scheme Document, with or subject to |
| | any modification, addition or condition |
| | approved or imposed by the Court and |
| | agreed to by Westcity and Berkshire and |
| | incorporating a reduction of capital |
| | under section 135 of the 1985 Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme Document | the document to be addressed to, among |
| | others, Shareholders containing, among |
| | other things, the Scheme, and the |
| | notices of the Meetings |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme Record Time | means 6.00 p.m. on the day prior to the |
| | Court Hearing |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme Resolutions | the resolutions (other than the |
| | Delisting Resolution) to be proposed at |
| | the Meetings to approve and give effect |
| | to the Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme Shareholders | means the holders of Scheme Shares |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Scheme Shares | means: |
| | (i) the Westcity Shares in issue at the |
| | date of the Scheme Document; |
| | (ii) any Westcity Shares issued after |
| | the date of this Scheme Document and |
| | before the Voting Record Time; and |
| | (iii) any Westcity Shares issued at or |
| | after the Voting Record Time but on or |
| | before the Scheme Record Time in |
| | respect of which the original or any |
| | subsequent holders thereof are, or |
| | shall have agreed in writing to be, |
| | bound by the Scheme, |
| | save in each case any Westcity Share(s) |
| | registered in the name of Berkshire |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Shareholders | means the holders of Westcity Shares |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Special Resolution | means the Special Resolution (other |
| | than the Delisting Resolution) to be |
| | proposed at the General Meeting to |
| | approve, amongst other things, the |
| | Scheme |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Subsidiary and subsidiary undertaking | have the meanings given by the 2006 Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Takeover Offer | has the meaning given to it in Part 28 |
| | of the 2006 Act |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| United Kingdom or UK | means the United Kingdom of Great |
| | Britain and Northern Ireland |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Unlisted Share Alternative | the facility provided under the |
| | Acquisition Proposal whereby a |
| | Shareholder may elect, in respect of |
| | all (but not some only) of their |
| | Westcity Shares, to receive one |
| | Berkshire Share for each Westcity Share |
| | held by such Shareholder, in lieu of |
| | the Cash Consideration to which he |
| | would otherwise be entitled under the |
| | terms of the Cash Offer |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| US Exchange Act | the United States Securities Exchange |
| | Act of 1934, as amended, and rules and |
| | regulations thereunder |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| US Holder | a holder of the applicable security |
| | including a US Person who is resident |
| | in the United States, where securities |
| | held on record by persons resident in |
| | the United States shall be determined |
| | as provided in Rule 12g5-1 of the US |
| | Exchange Act, except that securities |
| | held on record by a broker, dealer, |
| | bank or nominee for any of them for the |
| | accounts of customers resident in the |
| | United States shall be counted as held |
| | in the United States by the number of |
| | separate accounts for which the |
| | securities are held |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| US Person | a US Person as defined in Rule 902(k) |
| | under Regulation S of the US Securities |
| | Act, including, but not limited to, any |
| | natural person in the United States |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| US Securities Act | the United States Securities Act of |
| | 1933, as amended, and rules and |
| | regulations thereunder |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Voting Record Time | means 6.00 p.m. on the day which is two |
| | days before the date of the Court |
| | Meeting or, if such Court Meeting is |
| | adjourned, 6.00 p.m. on the day which |
| | is two days before the day of such |
| | adjourned meeting |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Westcity or the Company | means Westcity plc a company |
| | incorporated in England and Wales with |
| | registered number 00164213 |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Westcity Shares | means ordinary shares of 1 pence each |
| | in the capital of Westcity |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Westcity Share Schemes | means collectively the Westcity 1995 |
| | Share Option Scheme, the Westcity |
| | Equity Partnership Plan and the |
| | Westcity 2006 Share Option Plan |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Wider Westcity Group | the Westcity Group, Manco and the Fund |
+-----------------------------------------+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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