TIDMWYT
RNS Number : 9390O
Wyatt Group PLC
16 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
Wyatt Group PLC
Proposed Acquisition, Placing, Open Offer, Change of Name and Readmission to AIM
The Board of Wyatt Group PLC ("Wyatt" or the "Company") today announces an
Acquisition, Placing, Open Offer and change of name, all conditional upon
Shareholder approval at an Extraordinary General Meeting to be held on 8 April
2009.
An Admission Document containing details of these proposals is being posted to
shareholders later today and will be available on the Company's website,
www.wyattgroup.co.uk.
Highlights of the proposals
* Proposed Acquisition of the entire issued share capital of Innovative HIP
Limited and Commercial Energy Performance Pack Limited (the "Target Companies")
from Green CO2 plc for a consideration of GBP720,000, subject to a net asset
adjustment at completion, to be satisfied by the issue of new Ordinary Shares at
1.25 pence per share.
* The Target Companies provide certificates, advisory reports and associated cons
ltancy services in relation
to energy performance services required under the European Union initiated Ener
y Performance Buildings Directive 2007 ("EPBD") legislation.
* Due to the size of the Target Companies in relation to the Company the
Acquisition will constitute a "reverse takeover" under the AIM Rules and is
therefore conditional, inter alia, on obtaining prior Shareholder approval and
the publication of an admission document.
* Proposed Placing of 41,400,000 Placing Shares at the Placing Price of 1.25 pence
per share, to raise gross proceeds of GBP517,500. The Placing Price represents a
discount of 33.33 per cent. to the Company's closing middle market share price
on 13 March 2009.
* Proposed Open Offer of 28,130,838 new Ordinary Shares at the Placing Price of
1.25 pence per share to raise a maximum of GBP351,600. Qualifying Shareholders
are able to subscribe for Open Offer Shares on the basis of 2 Open Offer Shares
for each Ordinary Share held on 12 March 2009. In the event that some
Shareholders do not take up their full entitlement under the Open Offer,
Qualifying Shareholders may subscribe for further Open Offer Shares under the
Excess Application Facility. The Open Offer is not being underwritten and if any
entitlements under the Open Offer are not taken up then the Open Offer Shares in
respect of those Open Offer entitlements will not be issued.
* Conditional on Admission, the Company has secured third party unsecured loans
totalling GBP655,000.
* The net proceeds of the proposed Placing, Open Offer and unsecured loans will be
used for working capital purposes.
* The Board to be strengthened with the appointment of three new executive
directors.
* Certain of the Directors and Proposed Directors have agreed to convert amounts
owing to them representing in aggregate approximately GBP200,000 into 16,420,000
new Ordinary Shares at the Placing Price of 1.25 pence per share.
* It is proposed to change the name of the Company to Green CO2 Plc.
* Shareholder approval for the Proposals is to be sought at the EGM to be held at
11.00 a.m. on 8 April 2009 and it is expected that dealings will commence in the
Enlarged Ordinary Share Capital of the Company at 8.00 a.m. on 9 April 2009.
Commenting on the Proposals, Ian Rummels, Director of Wyatt Group plc, said:
"The Board has continued to look at opportunities in the wider service sector
where, in its opinion, there are synergies with the core business and
opportunities for growth. The Board is now focused on building and enhancing the
existing business by creating additional distribution channels which are based
on providing regulatory and compliance services to the corporate and public
sector.
We are very excited about the Acquisition and believe that it is a significant
step in the development of the Company's strategy. After a difficult rebuilding
period we plan to use this as a springboard for growth and we are hopeful that
this will be the first of a number of announcements that we will be making over
the next year.
The net proceeds from the proposed Placing and Open Offer will strengthen the
financial position of the Enlarged Group"
Details of the Key dates:
+---------------------------------------------+---------------------------+
| Record Date for the Open Offer | 12 March 2009 |
| Entitlement date for the Open Offer | 12 March 2009 |
+---------------------------------------------+---------------------------+
| Posting of the Admission Document and | 16 March 2009 |
| Application Forms | 3.00pm on 2 April 2009 |
| Latest time and date for splitting of | |
| Application Forms (to satisfy bona fide | |
| market claims only) | |
+---------------------------------------------+---------------------------+
| Latest time and date for acceptance of the | 1.00 p.m. on 7 April |
| Open Offer | 2009 |
+---------------------------------------------+---------------------------+
| EGM | 11.00 a.m. on 8 April |
| | 2009 |
+---------------------------------------------+---------------------------+
| Admission and commencement in dealings in | 8.00 a.m. on 9 April 2009 |
| the Enlarged Ordinary Share Capital on AIM | |
+---------------------------------------------+---------------------------+
This summary should be read in conjunction with the full text of this
Announcement.
Enquiries:
Wyatt Group plc Tel: 0845 450 9110
Ian Rummels
Zeus Capital Limited Tel: 0161 831 1512
Ross Andrews/Tom Rowley
Wyatt Group Plc
Acquisition of the Target Companies
Placing of 41,400,000 new Ordinary Shares at 1.25p per share
Open Offer of 28,130,838 new Ordinary Shares at 1.25p per share
Change of name to Green CO2 plc
Alteration to the Articles of Association
Notice of Extraordinary General Meeting and Admission to trading on AIM
1. INTRODUCTION
The Company has today agreed, conditionally, inter alia, on Shareholder
approval, to acquire the Target Companies for a consideration of GBP720,000,
subject to a net asset adjustment at completion, to be satisfied by the issue of
the Consideration Shares.
Due to the size of the Target Companies in
relation to the Company, the Acquisition will constitute a "reverse takeover"
under the AIM Rules and is therefore conditional, inter alia, on obtaining prior
Shareholder approval and the publication of an admission document.
The
Acquisition also constitutes a related party transaction under the AIM Rules as
Bob Holt, Chairman of the Company, was a director of Green CO2 within the last
12 months and Reg Pomphrett is a director of both the Company and Green CO2.
They both have an interest in the issued share capital of the Company and Green
CO2.
The Company has today also announced the Placing to raise
approximately GBP517,500 by means of the issue of 41,400,000 new Ordinary Shares
at the Placing Price and secured GBP655,000 of unsecured loans, conditional on
Admission. In order to allow Shareholders to participate in an investment in the
Company, at the same price as the Placees, the Company has announced an Open
Offer to Shareholders to raise a maximum of GBP351,600. The Open Offer Shares
have not been placed. If Open Offer Entitlements and entitlements under the
Excess Application Facility are not taken up then the Open Offer Shares in
respect of those Open Offer Entitlements and entitlements under the Excess
Application Facility will not be issued and the Company will receive no
financial benefit. Further, the Company proposes to change the name of the
Company to Green CO2 plc, make amendments to the deferred consideration
provisions in the acquisition agreements relating to each of PES and TEBC and
make certain amendments to the Articles of Association to reflect the provisions
of the Companies Act 2006.
The amendment to the consideration payable to
the shareholders of PES is also a related party transaction under the AIM Rules
as Ian Rummels, a director of the Company, is a party to the PES Amendment
Agreement.
If the Resolutions are duly passed at the EGM the Company's
existing trading facility on AIM will be cancelled and the Company will apply
for the Enlarged Ordinary Share Capital to be admitted to AIM. It is expected
that dealings on AIM in the Enlarged Ordinary Share Capital will commence on 9
April 2009.
2.BACKGROUND TO AND REASONS FOR THE PROPOSALS
The Company was admitted to AIM in March 2001, raising GBP1 million, and has
since made a number of investments. However, some of these investments have not
performed in line with the Board's expectations, and this has proved a drain on
management time and financial resources, detracting from the development of the
Company's main trading activities.
The Board is now focused on building
and enhancing the existing business by creating additional distribution channels
which are based on providing regulatory and compliance services to the corporate
and public sector. Consequently, it believes that the Acquisition is a
significant step in the development of its stated strategy.
3.
INFORMATION ON THE TARGET COMPANIES
The Target Companies provide certificates, advisory reports and associated
consultancy services in relation to energy performance services required under
the European Union initiated Energy Performance Buildings Directive 2007
("EPBD") legislation. This legislation was subject to a series of amendments
during 2008 and is now fully operational. This will increase energy efficiency
obligations for owners of residential, commercial and public sector
buildings.
From February until September 2008, the trading activity has
been entirely focused on the provision of HIPs through Innovative HIP. Since
then, as the EPBD Legislation has come into force, Green CO2 has started to
provide Commercial Energy Performance Certificates ("CEPCs") and Display Energy
Certificates ("DECs") and the Proposed Directors intend to start the inspection
and certification of commercial and public sector air conditioning units in the
near future. The Board expects the major growth opportunities will come from the
commercial and public sectors rather than HIPs to the residential
sector.
Legislative Landscape
The core requirement of the EPBD legislation is the provision of Energy
Performance Certificates (measuring a building's carbon emissions rate) in
relation to the following:
*
*
*
* public and private sector residential properties: an Energy Performance Certificate is required where a property is made available for sale or tenancy;all commercial properties over 50 metres2 in size: a CEPC is required where a property is made available for sale or tenancy;all public buildings over 1,000 metres2 in size: a DEC is required by each applicable public body; andcommercial and public sector air conditioning units over 12 kW.
Energy Performance Certificates ("EPCs")
EPCs provide information on the estimated energy efficiency of residential
properties and are required where a property is to be built, sold or rented. The
EPC grades a property on a scale of A to G in terms of estimated current and
potential energy efficiency, allowing prospective purchasers or tenants to
compare and contrast different properties. EPCs are valid for 10 years unless
major structural works are undertaken in the intervening period in which case it
may need to be renewed earlier. The certificate includes a set of
recommendations for improving the energy efficiency of the building.
From October 2008, all private residential properties for rental have had to be
provided with a valid EPC. The provisions of the legislation are triggered where
there is a change in tenant, but not upon renewal of existing tenancy
arrangements. In addition, all local authority and housing association letting
agents must provide an EPC where properties are made available for rental.
Further, housing associations must provide EPC ratings for their entire housing
stock by 2013.
Commercial Energy Performance Certificates
The legislation has been implemented in stages and now applies to all commercial
buildings over 50 metres2 in size which are made available for sale or lease.
The CEPC certificate carries similar ratings to those required for residential
buildings and once issued is valid for 10 years unless there are significant
structural changes in the property or the energy and ventilation services
provided to the property in which case it may need to be renewed
earlier.
The certificate provides an estimate of the energy usage and the
carbon emissions of the property and is based upon an asset rating system. This
system does not take into account the actual energy usage of the property, but
makes certain assumptions with regard to current usage in order to allow
comparison between different buildings of the same type. The certificate
includes a set of recommendations for improving the energy efficiency of the
building.
Display Energy Certificates
Since October 2008, all public buildings over 1,000 metres2 must display a DEC
in a prominent place clearly visible to the public. The certificate must be
renewed annually. In the context of the legislation, a public building is
defined as being one occupied by public authorities or institutions providing
public services to a large number of persons such as central government, local
authority or National Health Service buildings and schools. The legislation also
extends to buildings providing services from public funds, such as leisure
centres, theatres, libraries and galleries. All DECs must be registered with
Landmark Information Group.
The certificate conveys the operational
energy rating of a building, in terms of efficiency and carbon emissions (on a
scale of A to G), and is based upon a building's actual energy consumption (e.g.
metre readings, energy suppliers). The DEC differs in this respect to the EPC
and CEPC, which provide estimates of consumption. The DEC is accompanied by an
advisory report containing information regarding energy saving initiatives
appropriate for the building. The report is valid for 7 years. Transitional
arrangements have been put into place for the first year so that multiple
buildings on certain sites will require only one certificate covering all
buildings for the first year, though a separate certificate will be required for
each building thereafter.
Air Conditioning
All commercial and public buildings with an air conditioning unit over 12 kW in
size must be inspected by January 2011. The legislation stipulates that
appropriate evidence of inspection and certification must be available with the
cost of inspection and certification falling on the owner of the air
conditioning unit. This inspection and certification is over and above that
required under CEPC and DEC legislation and is driven by the high energy usage
of larger air conditioning systems. The process is designed to test the
integrity of working parts within the air conditioning unit in relation to
energy efficiency, suggesting potential improvements that could be made. Each
certificate issued will be valid for 5 years, although the Directors expect this
to reduce in the future.
Under the EPBD it is mandatory that all
residential, commercial and public sector buildings have an energy rating by
2013. The enforcement of the legislation is the responsibility of the trading
standards department of local authorities.
Market Size
The Directors believe the energy services certification and associated
consultancy services market in the UK is valued in excess of GBP1 billion and
have broken this down into the following sub-sectors:
* EPCs: in the lettings and residential market there are over 2.6 million private
lettings and sales per annum;
* EPCs: there are in excess of 800 housing associations covering approximately 3.6
million properties, all of which will require EPCs. In addition, all new build
social housing will require a HIP;
* CEPCs: there are approximately 140,000 sales of commercial properties per annum
plus additional changes of lease;
* DECs: there are approximately 40,000 public buildings more than 1,000 metres2 in
size, e.g. schools, universities, museums, leisure centres, National Health
Service hospitals and local authority buildings; and
* Air Conditioning: there are no statistics available to calculate the size of the
air conditioning market. However, the Directors believe this is potentially the
largest subsector of the market and in the medium term they estimate that it
will be a significant contributor to total revenues.
Routes to Market
The Target Companies will initially concentrate on the UK and Irish markets
where they have established routes to market:
*
* Commercial Market: introducer agreements with commercial agents, capital asset
managers (e.g. bank recovery and insolvency companies where EPCs are required
prior to onward sale of repossessed properties) and commercial property lawyers
have been established; and
* Public Market: principally through the tendering process. There are currently a number of outstanding tenders. DECs have been undertaken for the London Borough of Newham, as well as West Dorset District Council and East Dorset District Council.
Pricing Profile
HIPs, which contain an EPC. are priced between GBP249 and GBP299 per pack plus
VAT. CEPCs are priced on a case by case basis, depending upon the size and
nature of the building. and assessors are charged out at daily and half day
rates of GBP675 and GBP420 respectively plus VAT. Gross margins of between 30
and 40 per cent. are being experienced. DEC work is likely to be priced on a
case by case basis based upon similar daily and half day rates to those quoted
for CEPC work.
Accredited people
A residential energy assessor must obtain a standard assessor qualification to
provide EPCs. The level required to provide CEPCs can be divided into three
levels:
Level 3: conventional small scale retail premises;
Level
4: larger properties with more complex heating and ventilation systems;
and
Level 5: complex, bespoke properties.
The Directors believe
approximately 70 per cent. of properties within the commercial market will need
to have a CEPC undertaken by assessors with a level 3 qualification or above and
approximately 30 per cent. will need to be undertaken by assessors with a level
4 qualification or above.
The level of qualification necessary to issue
DECs is similar to that required for a CEPC. There is a different set of
qualifications required for assessors to undertake an air conditioning unit
inspection.
There is an excess supply of domestic assessors, currently an
adequate supply of commercial and public assessors and at the date of this
document an under supply of air conditioning assessors. The majority of
assignments are outsourced to sub-contractors and this will remain the strategy
in order to control costs.
Barriers to entry and Competition
The
Target Companies operate in a developing and highly fragmented market and the
Directors believe that they benefit from a number of advantages, which act as
barriers to entry for new operators including:
*
* a recent track record of delivering CEPCs and DECs;
* an experienced management team with detailed knowledge of the market place;
* the need for appropriate infrastructure and systems to deal with high activity
levels which have already been established; and
* some facilities management companies and commercial property agents may be
unwilling to enter the market as the returns from certification work are
typically below those achievable from their core activities.
4. SYNERGIES BETWEEN THE TARGET COMPANIES AND THE COMPANY
The Directors believe that the Enlarged Group will benefit from a number of syn
rgies including:
* both are principally consultancy businesses driven by legislation;
* the respective management teams have complementary skill sets which strengthen
the proposed Board;
* economies of scale including rationalisation of the finance and administration
functions and the amalgamation of the sales and marketing teams;
* the Company's trading businesses will benefit from increased sales resources and
the creation of additional sales channels;
* similarities between the services performed by the Target Companies and the
Health and Safety Department Limited meaning that franchises are both a route to
market for the services of the Target Companies and, with regard to air
conditioning inspectors, a method of delivering such services. The health and
safety consultants have transferable skills and with some additional training
will be well placed to handle these assessments;
* opportunities to cross sell into each other's client and contact databases e.g.
PES is targeting housing associations for a range of products whilst Innovative
HIP already has good relationships with over 20 such organisations; and
* both businesses contribute recurring revenue streams giving the combined
business a stronger platform for future growth.
5. FUND RAISING
The Company is proposing to raise approximately GBP517,500 through the
Placing at the Placing Price. The Placing Shares will, following allotment and
issue, rank pari passu in all respects with the Existing Ordinary Shares.
The Placing Price of 1.25 pence per Placing Share represents a discount of
approximately 33.33 per cent. to the middle market price of an Ordinary Share at
the close of business on 13 March 2009, being the latest practicable date prior
to the announcement of the Proposals. The Company has, conditional upon
Admission, also entered into new banking facilities with Barclays Bank plc for a
total amount of GBP900,000 and entered into unsecured loan agreements for a
total amount of GBP655,000.
In order to allow Shareholders to participate in an investment in the
Company at the same price as the Placees, Qualifying Shareholders are being
given the opportunity to subscribe under the Open Offer for the Open Offer
Shares at the Issue Price, free of expenses, on the basis of 2 Open Offer Shares
for every 1 Existing Ordinary Share held at the close of business at the Record
Date and so on in proportion for any greater number of Existing Ordinary Shares
then held.
Application by Qualifying Shareholders will be satisfied in full up to
their Open Offer Entitlements. In addition, under the Excess Application
Facility, Qualifying Shareholders may apply for Open Offer Shares in excess of
their Open Offer Entitlements. Applications made under the Excess Application
Facility will be scaled back pro rata to the number of Open Offer Shares applied
for by Qualifying Shareholders under the Excess Application Facility if
applications are received from Qualifying Shareholders under the Open Offer for
more than the available number of Open Offer Shares (being 28,130,838 Open Offer
Shares).
The Open Offer is not being underwritten and if Open Offer Entitlements are
not taken up then the Open Offer Shares in respect of those Open Offer
Entitlements will not be issued and no new monies will be raised for the Company
(other than the net proceeds of the Placing).
Application has been made for the Open Offer Entitlements for Qualifying
CREST Holders and Excess CREST Entitlements to be admitted to CREST. It is
expected that the Open Offer Entitlements and Excess CREST Entitlements will be
admitted to CREST on 17 March 2009. The Open Offer Entitlements and Excess CREST
Entitlements will also be enabled for settlement in CREST on 17 March 2009.
Applications through the CREST system will only be made by the Qualifying
Holder originally entitled or by a person entitled by virtue of a bona fide
market claim. Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Holders should also note that, although the Open Offer
Entitlements and Excess CREST Entitlements will be admitted to CREST and be
enabled for settlement, applications in respect of entitlements under the Open
Offer may only be made by the Qualifying Holder originally entitled or by a
person entitled by virtue of a bona fide market claim raised by CRESTCo's Claims
Processing Unit. Qualifying non-CREST Holders should note that the Application
Forms are not negotiable documents and cannot be traded. Qualifying Holders
should be aware that in the Open Offer, unlike in a rights issue, any Open Offer
Shares not applied for will not be sold in the market or placed for the benefit
of Qualifying Holders who do not apply under the Open Offer. For Qualifying
non-CREST Holders, completed Application Forms, accompanied by full payment,
should be returned by post or by hand (during normal business hours only) to
Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA so as to arrive as soon as possible and in any event no later
than 1.00 p.m. on 7 April 2009. For Qualifying CREST Holders, the relevant CREST
instruction must have settled by no later than 1.00 p.m. on 7 April 2009.
The Open Offer is conditional on the passing of the Resolutions. If the
Resolutions are not approved the Open Offer will not proceed. The Open Offer
Shares will, following allotment and issue, rank pari passu in all respects with
the Existing Ordinary Shares. The net proceeds of the Placing and Open Offer
will be used for working capital purposes.
6. RELATIONSHIP AGREEMENTS
Immediately following Admission, Green CO2, which will have no trading
activities, will have an interest in the Consideration Shares which, assuming no
Open Offer Shares are issued under the Open Offer, will represent 27.24 per
cent. of the Enlarged Ordinary Share Capital. The Proposed Directors hold shares
in Green CO2 representing 72.22 per cent. of its share capital and consequently
will have an interest on 19.67 per cent. of the issued share capital of the
Enlarged Group. Green CO2 and the Proposed Directors have entered into a
Relationship Agreement with the Company, to ensure that the Company is capable
of carrying on its business independently of Green CO2 and to ensure that any
transactions between the Company, Green CO2 and the Proposed Directors are at
arms length and on normal commercial terms.
Immediately following Admission, Rapid, as a result of its participation in
the Placing, will have an interest in Ordinary Shares which, assuming no Open
Offer Shares are issued under the Open Offer, will represent 11.94 per cent. of
the Enlarged Ordinary Share Capital. In addition, conditional upon Admission,
Rapid have entered into a loan agreement with the Company and Innovative HIP.
Rapid has entered into a relationship agreement with the Company to ensure
that the Company is capable of carrying on its business independently of Rapid
and to ensure that any transactions between the Company and Rapid are at arm's
length and on normal commercial terms.
7. CURRENT TRADING AND PROSPECTS FOR THE ENLARGED GROUP
Since 30 September 2008, the Company has traded in line with budget.
Control of cash has remained a priority and the Company is starting to see the
benefits (in a reduction in central overheads) of a cost reduction programme
implemented towards the end of 2008.
The provision of CEPCs and DECs commenced in October 2008 and whilst
activity is increasing, overall sales performance remains below budget due to
the slower than expected implementation of the legislation. However, the sales
pipeline is encouraging, relationships have been established and further
opportunities in the energy services market continue to become available,
particularly with the inception of the new air conditioning regulations.
If the Acquisition is approved by Shareholders the Enlarged Group will have
bank facilities of GBP900,000 and third party unsecured loans amounting in
aggregate to GBP655,000. In addition, the Proposed Directors have agreed to the
deferred payment of amounts due to them of approximately GBP200,000. Whilst the
level of borrowing and deferred liabilities are significant compared to the size
of the Enlarged Group, the Directors are confident that the Enlarged Group will
be able to service these liabilities.
The Directors believe that the Acquisition will be a step change for the
Company and they view the future with confidence.
The Company's year end remains 31 March and the first consolidated results
for the Enlarged Group will be for the 6 months ended 30 September 2009.
8. CHANGE OF NAME
It is proposed to change the name of the Company to Green CO2 plc. Upon the
change of name becoming effective existing share certificates will no longer
remain valid and new share certificates to reflect the new name of the Company
will be issued.
9. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board has decided to take the opportunity to seek Shareholders'
approval to make certain amendments to the Articles of Association at the EGM to
reflect certain provisions of the Companies Act 2006.
10. DIRECTORS OF THE ENLARGED GROUP
Conditional on Admission, David Collett, John Charlton and Andy Russell
will join the Board as executive directors and David Curtis and David Robertson
will step down from the Board. In the six month period following Admission Andy
Russell will commit to a minimum of 4 days per month while he fulfils third
party commitments and he will then revert to a full time role.
Brief summaries of the biographies of the Proposed Directors are set out
below:
David Collett, Chief Executive Officer (aged 58)
Currently chief executive officer of Green CO2, David has 35 years' experience
of working in the automotive, IT, healthcare and financial services sectors. He
was the founder and chairman of Destini Financial Services Group plc which
became one of the UK's fastest growing consolidators of independent financial
advisers. Destini Financial Services Group plc became part of Thinc Group
Limited in November 2006 and was subsequently acquired by AXA Advisory Services
Limited. David is a fellow of the Institute of Sales & Marketing and a business
angel investor.
John Charlton, Director Energy Services (aged
52)
During a 28 year career with Barclays Bank Plc, John fulfilled a
variety of roles from risk management to internal audit but was predominantly
involved with larger corporate banking clients. More recently John was
responsible for listed business services clients and professional practices in
the south west of England. Since leaving Barclays Bank Plc in January 2007, John
has been involved in corporate finance and consultancy projects. He is an
associate of the Chartered Institute of Bankers.
Andy Russell, Group Finance Director (aged 41)
Andy has worked within financial services for a number of years, formerly in the
retail division of Barclays Bank Plc and more latterly as the finance director
of Cheshire Building Society and chief executive officer of The Mortgage Works
plc, a specialist lending subsidiary of Portman Building Society. He is also a
non- executive director of the Cheshire Wildlife Trust Limited and an associate
of the Chartered Institute of Management Accountants.
11. DIRECTORS'
LOANS AND UNPAID SALARIES
The Proposed Directors are owed GBP101,327 in
aggregate by Green CO2 in respect of unpaid salaries and payment will be
deferred until 30 September 2010, or earlier at the discretion of the Board,
other than the Proposed Directors.
In addition, the Proposed Directors
have provided loans to Green CO2 and Innovative HIP, for working capital
purposes amounting in aggregate to GBP114,991 and these will not be repaid
before 30 September 2010 unless earlier, at the discretion of the Board, other
than the Proposed Directors.
Further Bob Holt, Reg Pomphrett, David
Robertson, Ian Rummels and John Charlton have agreed to convert amounts owing to
them representing in aggregate approximately GBP200,000 into 16,420,000 new
Ordinary Shares at the Placing Price.
12. LOCK-IN
ARRANGEMENTS
Green CO2 has undertaken that, for a period of 24 months
following Admission, it will not dispose of any Consideration Shares other than
in certain limited circumstances and otherwise without the consent of Zeus
Capital.
Rapid has undertaken that, for a period of 12 months following
Admission, it will not dispose of any of its shareholding in the Company, other
than in certain limited circumstances, without the consent of the Company.
13. RELATED PARTY TRANSACTIONS
The Company has entered into a number of
agreements which constitute related party transactions under the AIM Rules,
being:
*
*
* the Acquisition Agreement;the loan agreements between the Company, David Collett, John Charlton and Andy Russell, all being the Proposed Directors; andthe PES Amendment Agreement, between the Company and the original shareholders of PES, one of whom is Ian Rummels, a director of the Company.
Where a company enters into a related party transaction the independent
directors of the company are required to consult with the company's Nominated
Adviser.
The independent directors of the Company, in respect of each
transaction, having consulted with Zeus Capital in its capacity as Nominated
Adviser, consider each of these related party transactions to be fair and
reasonable and in the best interests of Shareholders as a whole. In providing
such advice Zeus Capital has taken into account the independent directors'
commercial considerations in respect of each related party transaction.
14. DIVIDEND POLICY
Since the date of incorporation, no dividends
have been paid by the Company. Once the Company has removed the deficit on
reserves, becomes profitable and it is commercially prudent to declare a
dividend, it is the intention of the Board to implement a progressive dividend
policy.
15. RECOMMENDATION
The Directors (other than Bob Holt and
Reg Pomphrett), having consulted with Zeus Capital, consider the Acquisition to
be in the best interests of Shareholders as a whole. The Directors (other than
Ian Rummels), having consulted with Zeus Capital, consider the PES Amendment
Agreement to be in the best interests of Shareholders as a whole.
The
Board considers that the other proposals (Bob Holt and Reg Pomphrett have
abstained from the recommendation in respect of the Acquisition, and Ian Rummels
has abstained from the recommendation of the PES Amendment Agreement, as they
are related parties under the AIM Rules) are in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors, unanimously
recommend you to vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting as they intend to do in respect of their aggregate
shareholdings of 2,362,015 Existing Ordinary Shares representing 16.79 per cent.
of the Company's Existing Ordinary
Shares.
APPENDIX
DEFINITIONS
The following definitions
apply throughout this announcement, unless the context otherwise
requires:
+-------------------------------------------+---------------------------------------------------+
| "Acquisition" | the proposed acquisition by the Company of the |
| | entire issued share capital of each of the Target |
| | Companies from Green CO2, to be effected pursuant |
| | to the Acquisition Agreement; |
+-------------------------------------------+---------------------------------------------------+
| "Acquisition Agreement" | the agreement dated 16 March 2009, between (1) |
| | Green CO2 and (2) the Company under which the |
| | Company has conditionally agreed to acquire the |
| | Target Companies; |
+-------------------------------------------+---------------------------------------------------+
| "Admission" | the admission of the Enlarged Ordinary Share |
| | Capital to tradingon AIM becoming effective in |
| | accordance with the AIM Rules; |
+-------------------------------------------+---------------------------------------------------+
| "AIM" | the market of that name operated by the London |
| | Stock Exchange; |
+-------------------------------------------+---------------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by the |
| | London Stock Exchange which set out the rules and |
| | responsibilities in relation to companies whose |
| | shares are admitted to AIM; |
+-------------------------------------------+---------------------------------------------------+
| "Application Form" | the personalised application form on which |
| | Qualified non-CREST Shareholders (other than |
| | certain Overseas Shareholders) may apply for Open |
| | Offer Shares under the Open Offer; |
+-------------------------------------------+---------------------------------------------------+
| "Application Forms" | the Application Form and the Excess |
| | Application Form; |
+-------------------------------------------+---------------------------------------------------+
| "Articles of Association"or "Articles" | the Articles of Association of the Company; |
+-------------------------------------------+---------------------------------------------------+
| "Board"or" Directors" | the directors of the Company at the date of |
| | this document and the Proposed Directors, as |
| | applicable; |
+-------------------------------------------+---------------------------------------------------+
| "Change of Name" | the proposed change of name of the Company to |
| | Green CO2 plc; |
+-------------------------------------------+---------------------------------------------------+
| "Commercial Energy Performance Pack" | Commercial Energy Performance Pack Limited, a |
| | company registered in England and Wales with |
| | registered no.06479207; |
+-------------------------------------------+---------------------------------------------------+
| "Company"or "Wyatt" | Wyatt Group plc, a company in corporated in |
| | England and Wales with registered number 4022406; |
+-------------------------------------------+---------------------------------------------------+
| "Consideration Shares" | the 57,600,000 new Ordinary Shares to be issued |
| | to Green CO2 pursuant to the Acquisition |
| | Agreement of which 35,600,000 Ordinary Shares |
| | will be issued on completionof the Acquisition |
| | and the balance at a laterdate; |
+-------------------------------------------+---------------------------------------------------+
| "CREST" | the relevant system (as defined in the CREST |
| | Regulations) in respect of which Euroclear UK & |
| | Ireland Limitedis the Operator (as defined in |
| | the CREST Regulations); |
+-------------------------------------------+---------------------------------------------------+
| "Enlarged Group" | The Company and its subsidiaries following |
| | completion of the Acquisition; |
+-------------------------------------------+---------------------------------------------------+
| "Enlarged Ordinary Share Capital" | the entire issued share capital of the |
| | Company as enlarged by the issue of the |
| | Consideration Shares, the Open Offer Shares, |
| | the Placing Shares, the PES Shares, the |
| | TEBC Shares and the Debt for Equity |
| | SwapShares; |
+-------------------------------------------+---------------------------------------------------+
| "Excess Application Facility" | the arrangement pursuant to which Qualifying |
| | Shareholders may apply forOpenOffer Shares in |
| | excessoftheirOpenOfferEntitlements; |
+-------------------------------------------+---------------------------------------------------+
| "Excess Application Form" | the green application form on which Qualified |
| | non- CREST Shareholders (other than certain |
| | Overseas Shareholders) may apply for Open |
| | Offer Shares in excess of their Open Offer |
| | Entitlement under the |
| | ExcessApplicationFacility; |
+-------------------------------------------+---------------------------------------------------+
| "Excess CREST Entitlements" | in respect of each Qualifying CREST Shareholder, |
| | the conditional entitlements to apply for Open |
| | Offer Shares credited to his stock account in |
| | CREST; |
+-------------------------------------------+---------------------------------------------------+
| "Existing Ordinary Shares" | the Ordinary Shares in issue at the date of this |
| | document; |
+-------------------------------------------+---------------------------------------------------+
| "Extraordinary General Meeting" or "EGM" | the extra ordinary general meeting of the Company |
| | to be held at 11.00 a.m.on 8 April 2009, at the |
| | offices of Zeus Private Equity LLP, 4 Park Place, |
| | London SW1A 1LP; |
+-------------------------------------------+---------------------------------------------------+
| "FSA" | the Financial Services Authority; |
+-------------------------------------------+---------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000, as |
| | amended; |
+-------------------------------------------+---------------------------------------------------+
| "Green CO2" | Green CO2 Plc, a company registered in England |
| | and Wales with registered no.5385090 (formerly |
| | known as 9999Plc); |
+-------------------------------------------+---------------------------------------------------+
| "Group" | the Company and its subsidiaries as at the date |
| | of this document; |
+-------------------------------------------+---------------------------------------------------+
| "HIPs" | Home Information Packs; |
+-------------------------------------------+---------------------------------------------------+
| "IFRS" | International Financial Reporting Standards; |
+-------------------------------------------+---------------------------------------------------+
| "Innovative HIP" | Innovative HIP Limited, a company registered in |
| | England and Wales with registered no.06218488; |
+-------------------------------------------+---------------------------------------------------+
| "Issue Price" | 1.25p per Open Offer Share; |
+-------------------------------------------+---------------------------------------------------+
| "Loan Agreements" | the agreements dated 16 March 2009 between |
| | certain of the Proposed Directors, Green CO2, |
| | Innovative HIP and the Company; |
+-------------------------------------------+---------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc; |
+-------------------------------------------+---------------------------------------------------+
| "Notice" | the notice of the EGM set out at the end |
| | of this document; |
+-------------------------------------------+---------------------------------------------------+
| "Open Offer" | the conditional offer made by Zeus Capital, as |
| | agent for the Company, to Qualifying Shareholders |
| | of Open Offer; |
+-------------------------------------------+---------------------------------------------------+
| "Open Offer Entitlement" | an entitlement to apply to acquire Open Offer |
| | Shares, calculated on a pro rata basis of 2 Open |
| | Offer Shares for every 1 Existing Ordinary Share |
| | held, allocated to a Qualifying Holder pursuant |
| | to the Open Offer; |
+-------------------------------------------+---------------------------------------------------+
| "Open Offer Shares" | the new Ordinary Shares to be issued by |
| | the Company under the Open Offer; |
+-------------------------------------------+---------------------------------------------------+
| "Ordinary Shares" | the ordinary shares of 1p each in the |
| | capital of the Company; |
+-------------------------------------------+---------------------------------------------------+
| "Overseas Shareholders" | Shareholders with a registered address outside |
| | the United Kingdom; |
+-------------------------------------------+---------------------------------------------------+
| "PES" | Premier Employer Solutions Limited, a |
| | company registered in Englandand Wales with |
| | registered no. 04316451; |
+-------------------------------------------+---------------------------------------------------+
| "PESAmendmentAgreement" | the agreement dated 16 March 2009 and made |
| | between (1) the original shareholders of PES and |
| | (2) the Company; |
+-------------------------------------------+---------------------------------------------------+
| "PES Shares" | the 18,000,000 Ordinary Shares to be allotted to |
| | the original shareholders of PES at the Placing |
| | Price; |
+-------------------------------------------+---------------------------------------------------+
| "Placees" | those persons who subscribe for the Placing |
| | Shares at the Placing Price; |
+-------------------------------------------+---------------------------------------------------+
| "Placing" | the conditional placing of the Placing Shares by |
| | Zeus Capital, as agent for the Company, as |
| | described in this document, pursuant to the |
| | Placing Agreement; |
+-------------------------------------------+---------------------------------------------------+
| "Placing Agreement" | the conditional agreement dated 16 March |
| | 2009, between (1) Zeus Capital, (2) the Company |
| | and (3) the Directors (including the Proposed |
| | Directors) relatingtothePlacing; |
+-------------------------------------------+---------------------------------------------------+
| "Placing Price" | 1.25p per Placing Share; |
+-------------------------------------------+---------------------------------------------------+
| "Placing Shares" | 41,400,000 new Ordinary Shares to be issued |
| | pursuant to the Placing; |
+-------------------------------------------+---------------------------------------------------+
| "Proposals" | the Acquisition, the Placing, the Open |
| | Offer, the Change of Name,the amendments to the |
| | Articles of Association, the PES Amendment |
| | Agreement and the Admission, as described in this |
| | document; |
+-------------------------------------------+---------------------------------------------------+
| "Proposed Directors" | David Collett, John Charltonand Andy Russell; |
+-------------------------------------------+---------------------------------------------------+
| "Proxy Form" | the form of proxy sent to Shareholders with this |
| | document for use in connection with the EGM; |
+-------------------------------------------+---------------------------------------------------+
| "Qualifying CREST Shareholders" | Qualifying Shareholders holding Ordinary Shares |
| | in or "Qualifying CREST Holders" uncertificated |
| | form; |
+-------------------------------------------+---------------------------------------------------+
| "Qualifying Shareholders" | Shareholders whose names appear on the register |
| | of members of the Company on the Record |
| | Date who are eligible to be offered Open Offer |
| | Shares under the Open Offer in accordance with |
| | the terms and conditions set out in this |
| | document; |
+-------------------------------------------+---------------------------------------------------+
| "Qualifyingnon-CREST Holders"or | Qualifying Shareholders holding Ordinary Shares |
| | in "Qualifying non-CREST Shareholders" |
| | certificatedform; |
+-------------------------------------------+---------------------------------------------------+
| "Rapid" | Rapid Realisations Fund Limited; |
+-------------------------------------------+---------------------------------------------------+
| "Record Date" | the Record Date of the Open Offer, being close of |
| | business on 12 March 2009; |
+-------------------------------------------+---------------------------------------------------+
| "Shareholders" | the holders of Existing Ordinary Shares; |
+-------------------------------------------+---------------------------------------------------+
| "Target Companies" | Innovative HIP and Commercial Energy Performance |
| | Pack, being wholly owned subsidiaries of Green |
| | CO2; |
+-------------------------------------------+---------------------------------------------------+
| "TEBC" | TEBC Limited, a company registered in England and |
| | Wales with registered no.04674059; |
+-------------------------------------------+---------------------------------------------------+
| "TEBC Shares" | the 4,400,000 Ordinary Shares to be allotted to |
| | the vendor of TEBC at the Placing Price; |
+-------------------------------------------+---------------------------------------------------+
| "Zeus Capital" | Zeus Capital Limited, a company registered |
| | England and Wales with registered no.4417845. |
+-------------------------------------------+---------------------------------------------------+
DISCLAIMER
This announcement does not constitute an offer to sell or
an invitation to subscribe for, or solicitation of an offer to subscribe for or
buy, Ordinary Shares, Placing Shares, Open Offer Shares, Open Offer
Entitlements, entitlements under the Excess Application Facility or Excess CREST
Entitlements to any person in any jurisdiction to whom it is unlawful to make
such offer, invitation or solicitation. In particular, this document must not be
taken, transmitted, distributed or sent, directly or indirectly, in, or into,
the United States of America, Canada, Australia, Japan, the Republic of Ireland
or the Republic of South Africa or transmitted, distributed or sent to, or by,
any national, resident or citizen of such countries. Accordingly, neither the
Existing Ordinary Shares nor the Placing Shares nor the Open Offer Shares may,
subject to certain exceptions, be offered or sold, directly or indirectly, in,
or into, the United States of America, Canada, Australia, Japan, the Republic of
Ireland or the Republic of South Africa or in any other country, territory or
possession where to do so may contravene local securities laws or regulations.
The Existing Ordinary Shares, Placing Shares, Open Offer Shares, Open Offer
Entitlements, entitlements under the Excess Application Facility and Excess
CREST Entitlements have not been, and will not be, registered under the United
States Securities Act of 1933 (as amended) or under the securities legislation
of any state of the United States of America, any province or territory of
Canada, Australia, Japan, the Republic of Ireland or the Republic of South
Africa and they may not be offered or sold, directly or indirectly, within the
United States of America or Canada, Australia, Japan, the Republic of Ireland or
the Republic of South Africa or to or for the account or benefit of any
national, citizen or resident of the United States of America, Canada,
Australia, Japan, the Republic of Ireland or the Republic of South Africa or to
any US person (within the definition of Regulation S made under the United
States Securities Act 1933 (as amended)).
The distribution of this
document outside the UK may be restricted by law. No action has been taken by
the Company or Zeus Capital Limited that would permit a public offer of shares
in the Company or possession of this document where action for that purpose is
required. Persons outside the UK who come into possession of this document
should inform themselves about, and observe any restrictions on, the placing and
offer of new Ordinary Shares and/or the distribution of this document in their
particular jurisdiction. Failure to comply with those restrictions may
constitute a violation of the securities laws of such jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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