TIDMWHI TIDMEVOL TIDMBLUE
RNS Number : 0873O
W.H. Ireland Group PLC
02 March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
2 March 2009
Possible Offer by
WH Ireland Group PLC ("WH Ireland")
for
Blue Oar PLC ("Blue Oar")
Summary
* The Boards of WH Ireland and Blue Oar are pleased to announce a merger by way of
a possible offer to be made by WH Ireland for the entire issued and to be issued
share capital of Blue Oar (the "Possible Offer").
* The Possible Offer is subject to the waivable pre-conditions set out in
paragraph 6 below and is expected to be made by way of a scheme of arrangement.
* The Possible Offer values each Blue Oar Share at 9.66 pence (to be paid as 1
pence in cash plus 0.1194 New WH Ireland Shares for every one Blue Oar Share).
* This equates to a value of approximately GBP16.2 million for the entire issued
share capital of Blue Oar, based on the closing price of 72.5 pence per WH
Ireland Share on 27 February 2009, and represents a premium of approximately 197
per cent. to the closing price of 3.25 pence per Blue Oar Share on 27 February
2009, being the last business day prior to the date of this Announcement.
* WH Ireland has received an irrevocable undertaking to vote in favour of (or
accept) the Possible Offer from Evolve Capital PLC which holds 108,971,750 Blue
Oar Shares representing approximately 64.9 per cent. of Blue Oar's existing
issued share capital.
* The Enlarged Group would hold the following competitive advantages:
* a leading AIM adviser with a significant number of corporate clients;
* a well integrated institutional equities business;
* one of the country's leading regional private client wealth management
businesses; and
* a strong position in the Australian market.
Commenting on the Possible Offer, Richard Ford, Chief Executive of WH Ireland,
said:
"Blue Oar would be an excellent strategic fit for WH Ireland, strengthening our
core activities of institutional investment banking, asset management and
private client stockbroking. An offer on these terms would allow Blue Oar
shareholders to retain an interest in a financial services organisation with an
excellent platform for growth."
Commenting on the Possible Offer, Justin Lewis, Chief Executive of Blue Oar,
said:
"We are delighted to have agreed the terms of a possible offer with WH Ireland.
The proposal provides a significantly enhanced platform to take advantage of
dislocation amongst our competitors whilst ensuring we have the financial and
operational resources to manage the combined business through the current
downturn. In addition it provides an attractive route forward for all the Blue
Oar shareholders, clients and employees."
1. Introduction
The Boards of WH Ireland and Blue Oar are pleased to announce a merger by way of
a possible offer to be made by WH Ireland for the entire issued and to be issued
share capital of Blue Oar (the "Possible Offer").
The Possible Offer is subject to the waivable pre-conditions set out in
paragraph 6 below and is expected to be made by way of a scheme of arrangement.
2. Terms of the Possible Offer
It is intended that, if made, the Possible Offer will be made on the following
basis:
for every Blue Oar Share, 0.1194 New WH Ireland Shares and 1 pence in cash
The Possible Offer values each Blue Oar Share at 9.66 pence and values the
entire issued share capital of Blue Oar at approximately GBP16.2 million, based
on the closing price of 72.5 pence per WH Ireland Share on 27 February 2009. The
price represents a premium of approximately 197 per cent. to the closing price
of 3.25 pence per Blue Oar Share on 27 February 2009, being the last business
day prior to the date of this Announcement.
Blue Oar's largest shareholder, Evolve Capital PLC ("Evolve"), which has an
interest in approximately 64.9 per cent. of Blue Oar's existing issued share
capital, is fully supportive of the Possible Offer. WH Ireland has received an
irrevocable commitment from Evolve to vote in favour of (or accept) the Possible
Offer in respect of Evolve's entire shareholding of 108,971,750 Blue Oar Shares,
representing approximately 64.9 per cent. of the existing issued Blue Oar share
capital. Further details of this irrevocable commitment are set out in paragraph
8 below.
WH Ireland and Blue Oar emphasise that this announcement does not constitute a
firm intention to make an offer pursuant to Rule 2.5 of the Code and there can
be no certainty that the Possible Offer will be made on the terms described
herein, or at all, even if the preconditions are satisfied or waived.
3. Background to and Reasons for the Possible Offer
WH Ireland is one of the largest regional stockbroking firms in the UK and is
involved principally in institutional and private client stockbroking, corporate
finance, asset management and private wealth management. Blue Oar, whose
principal office is in London, is an investment bank which is involved in
institutional stockbroking and the provision of research and investment banking
services to its clients and, through its subsidiary Rowan Dartington & Co
Limited, private client wealth management.
The Boards believe that WH Ireland and Blue Oar are highly complementary, and a
combination would enable WH Ireland to expand significantly its client base in
each of its principal business areas; institutional stockbroking, private client
wealth management and Australian operations.
The Enlarged Group would hold the following competitive advantages:
* a leading AIM adviser with a significant number of corporate clients;
* a well integrated institutional equities business;
* one of the country's leading regional private client wealth management
businesses; and
* a strong position in the Australian market.
The combination of the respective teams of employees and financial resources
available to the Enlarged Group would provide an excellent platform for further
growth. The Boards also anticipate that within the Enlarged Group there will be
potential for cost savings and synergies to be realised over time.
4. Information on Blue Oar
Blue Oar, founded in 1995, whose principal office is in London, is an investment
bank and the holding company of five distinct regulated financial services
businesses:
* Blue Oar Securities PLC Institutional investment banking
* Rowan Dartington & Co Limited Private client stockbroking with a focus in
South West England
* Astaire & Partners Limited Agency stockbroking and private
client investment management
* Blue Oar Asset Management LLP Wholesale funds management
* Inteq Limited Australian based
corporate advisory firm
Blue Oar's accounts for the year ended 31 December 2007 showed income of GBP17.2
million (2006: GBP15.0 million), pre tax profits of GBP1.9 million (2006: GBP1.3
million) and net assets of GBP34.1 million (2006: GBP29.2 million). Its results
for the six months to 30 June 2008 showed a loss before tax of GBP1.6 million on
reduced turnover. As announced in the trading update of 30 January 2009 cash
balances of Blue Oar as at 31 December 2008 were in excess of GBP13 million.
The shares of Blue Oar are admitted to trading on AIM.
Blue Oar has 167,933,601 ordinary shares of 0.1 pence each in issue as at the
date of this announcement, with ISIN GB0031792194. This information is given in
accordance with Rule 2.10 of the Code.
5. Information on WH Ireland
WH Ireland is one of the largest independent regional stockbroking houses in the
UK. WH Ireland provides investment services to institutions, private individuals
and companies, and its activities include institutional investment banking,
corporate finance asset management and private client stockbroking. The Company
has 14 offices in the UK including Manchester, London, Birmingham, Bristol,
Cardiff, Colwyn Bay and Leeds, as well as an Australian subsidiary in Perth,
Western Australia.
For the year ended 30 November 2007, turnover was GBP42.7 million (2006: GBP30.3
million), net income was GBP2.6 million (2006: GBP2.4 million), pre tax profits
were GBP3.8 million (2006: GBP3.7 million) and net assets were GBP19.7 million
(GBP15.4 million). In the six month period to 31 May 2008, turnover was GBP16.2
million and pre tax losses were GBP685,000.
The shares of WH Ireland are admitted to trading on AIM.
WH Ireland has 20,866,958 ordinary shares of 5p each in issue as at the date of
this Announcement (excluding shares held in treasury), with ISIN GB0009241885.
This information is given in accordance with Rule 2.10 of the Code.
Upon completion of the Possible Offer WH Ireland intends to cancel its treasury
shares currently in issue.
6. Pre-conditions to the announcement of a firm offer
The announcement of a firm intention to make an offer for Blue Oar pursuant to
Rule 2.5 of the Code is subject to satisfaction of the following waivable
pre-conditions including:
(i) the satisfactory completion of due diligence by WH Ireland and Blue Oar;
(ii) the unanimous recommendation of the Board of Blue Oar; and
(iii) final WH Ireland Board approval.
Any offer for Blue Oar would be subject to terms and conditions customary for a
recommended offer for a public company governed by the Code.
7. Other
Pursuant to Rule 2.4(c) of the Code WH Ireland reserves the right to:
(i) make an offer at a lower price per Blue Oar Share (including by varying the
form and/or mix of consideration) with the recommendation of the Board of Blue
Oar;
(ii) vary the form and/or mix of consideration of any offer that may be made;
and/or
(iii) waive any of the pre-conditions to the making of an offer referred to
above.
Any offer would extend, subject to the terms and conditions of such offer, to
any Blue Oar Shares unconditionally allotted or issued on the date on which an
offer is made and to any further Blue Oar Shares unconditionally allotted or
issued while that offer remains open for acceptances (or such earlier date as WH
Ireland may, subject to the Code, decide).
For the purpose of Note 14(d) to Rule 8 of the Code, the value and material
terms of the Possible Offer in respect of which the irrevocable commitment has
been procured, are those of the Possible Offer.
8. Irrevocable commitment
WH Ireland has received an irrevocable commitment from Evolve to vote in favour
of (or accept) the Possible Offer in respect of Evolve's entire holding of
108,971,750 Blue Oar Shares, representing approximately 64.9 per cent. of the
existing issued Blue Oar share capital.
The irrevocable commitment is binding in the event that the Possible Offer is
implemented by way of a scheme of arrangement ("Scheme") or an offer, and in the
event of a higher competing offer for Blue Oar. The irrevocable commitment will
cease to be binding:
(i) if acceptance of the Possible Offer by Evolve is not approved by an ordinary
resolution (or ordinary resolutions) passed by the requisite majority (whether
on a show of hands or on a poll) at a properly convened and quorate general
meeting of Evolve; or
(ii) if the directors of Blue Oar fail to propose the Scheme or to recommend the
Offer by 12 noon on 9 March 2009, or if an announcement of a firm intention to
make the Possible Offer under Rule 2.5 of the Code is not made by 12 noon on 9
March 2009; or
(iii) if irrevocable undertakings to vote in favour of the Scheme (in
substantially the same form as the irrevocable commitment from Evolve) in
respect of no less than 10.11 per cent. of the issued share capital of Blue Oar
(excluding the number of Blue Oar Shares held by Evolve) have not been received
by WH Ireland by 12 noon on 9 March 2009 unless prior to such date WH Ireland
has agreed to implement the Possible Offer by way of an offer; or
(iv) in the event of the Possible Offer being structured by way of a Scheme,
after a period of 1 month following the date on which the Scheme does not become
effective, unless prior to such date WH Ireland publicly announces that it is
making the Possible Offer (or an offer on such terms and conditions as may be
agreed with Evolve and Blue Oar and the Panel confirms its consent to such an
offer); or
(v) in any event, on 15 June 2009.
_______________________________________________________________________________
__________
Enquiries:
WH Ireland Tel: 020 7220 0475
Richard Ford
Blue Oar Tel: 020 7448 4400
Justin Lewis
Bernie Leaver
Daniel StewartTel: 020 7776 6500
Lindsay Mair
Paul
Shackleton
Charlotte Stranner
Biddicks (Financial PR to WH Ireland) Tel: 020 7448 1000
Zoe Biddick
Smithfield (Financial PR to Blue Oar) Tel: 020 360 4900
Reg Hoare
Daniel Stewart has given its written consent to the release of this Announcement
containing references to its name in the form and context in which they appear.
The WH Ireland Directors accept responsibility for the information contained in
this Announcement in relation to WH Ireland. To the best of the knowledge and
belief of the WH Ireland Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Blue Oar Directors accept responsibility for the information contained in
this Announcement in relation to Blue Oar. To the best of the knowledge and
belief of the Blue Oar Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Forward Looking Statements
This Announcement contains certain forward-looking statements with respect to
(amongst other things) the financial condition, results of operations and
business of Blue Oar and WH Ireland and certain plans and objectives of the WH
Ireland Board. These forward-looking statements, without limitation, can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as 'anticipate', 'Blue
Oar', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may',
'should', 'would', 'could' or other words of similar meaning. These statements
are based on assumptions and assessments made by the Boards in light of their
experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, and the
factors described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements, which are
not guarantees of future performance.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this Announcement. The Boards assume no obligation to update
or correct the information contained in this Announcement, whether as a result
of new information, future events or otherwise, except to the extent legally
required.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
service of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
Nothing contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Blue Oar or WH
Ireland except where expressly stated.
Dealing Disclosure Requirements
The disclosure requirements are set out in more detail in Rule 8 of the Code. In
particular, under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, 'interested' (directly or indirectly) in one per cent. or more of any
class of 'relevant securities' of Blue Oar or WH Ireland, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the Business
Day following the date of the relevant transaction. This requirement will
continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the offer period otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Blue Oar or WH Ireland, they will be
deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Blue Oar or WH Ireland by WH Ireland or Blue Oar, or by any of
their respective 'associates' (within the meaning of the Code), must also be
disclosed by no later than 12.00 p.m. (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (020) 7638 0129; fax: +44 (020) 7236
7013.
This Announcement does not constitute, or form part of, an offer or invitation
to purchase any securities.
APPENDIX I
Bases and Sources
In this Announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
1. Value of the Possible Offer
The Possible Offer values the entire issued share capital of Blue Oar at
approximately GBP16.2 million, based on the Possible Offer terms of 0.1194 New
WH Ireland Shares for each Blue Oar Share, based on the closing price of 72.5
pence for a WH Ireland Share on 27 February 2009 being the last business day
prior to the date of this Announcement.
2. Share prices
The prices of Blue Oar Shares on a particular date are derived from the closing
price for that date.
3. Time
All the times referred to in this Announcement are London times.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the context
requires otherwise:
+----------------+-----------------+
| 'AIM' | the AIM |
| | market |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | |
+----------------+-----------------+
| 'Announcement' | this |
| | announcement |
| | made in |
| | accordance |
| | with Rules |
| | 2.4 and 2.10 |
| | of the City |
| | Code |
| | |
+----------------+-----------------+
| 'Blue | Blue Oar |
| Oar' | PLC |
| | |
+----------------+-----------------+
| 'Blue | the |
| Oar | existing |
| Shares' | unconditionally |
| | allotted or |
| | issued and |
| | fully paid |
| | ordinary shares |
| | of 0.1p each in |
| | the capital of |
| | Blue Oar |
| | |
+----------------+-----------------+
| 'Boards' | the |
| | boards |
| | of |
| | directors |
| | of Blue |
| | Oar and |
| | WH |
| | Ireland |
| | |
+----------------+-----------------+
| 'Code' | the City |
| | Code on |
| | Takeovers |
| | and |
| | Mergers |
| | |
+----------------+-----------------+
| 'Daniel | Daniel |
| Stewart' | Stewart |
| | & |
| | Company |
| | PLC |
| | |
+----------------+-----------------+
| 'Enlarged | the WH |
| Group' | Ireland |
| | Group |
| | following |
| | completion |
| | of the |
| | Possible |
| | Offer; |
| | |
+----------------+-----------------+
| 'FSMA' | the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
| | (as |
| | amended) |
+----------------+-----------------+
| 'London | London |
| Stock | Stock |
| Exchange' | Exchange |
| | PLC |
| | |
+----------------+-----------------+
| | |
+----------------+-----------------+
| 'New WH | the new |
| Ireland | WH |
| Shares' | Ireland |
| | Shares |
| | proposed |
| | to be |
| | issued |
| | credited |
| | as fully |
| | paid as |
| | consideration |
| | pursuant to |
| | the Possible |
| | Offer |
| | |
+----------------+-----------------+
| 'Possible | the |
| Offer' | possible |
| | offer by |
| | WH |
| | Ireland |
| | to |
| | acquire |
| | the |
| | entire |
| | issued |
| | and to |
| | be |
| | issued |
| | share |
| | capital |
| | of Blue |
| | Oar, |
| | whether |
| | by way |
| | of |
| | scheme |
| | of |
| | arrangement |
| | or offer |
| | |
+----------------+-----------------+
| 'WH | WH |
| Ireland' | Ireland |
| or the | Group |
| 'Company' | PLC |
| | |
+----------------+-----------------+
| 'WH | the |
| Ireland | directors |
| Board' | of WH |
| or the | Ireland |
| 'WH | |
| Ireland | |
| Directors' | |
+----------------+-----------------+
| 'WH | WH |
| Ireland | Ireland |
| Group' | and its |
| | subsidiaries |
| | and/or |
| | (where the |
| | context |
| | requires) |
| | any one or |
| | more of them |
| | |
+----------------+-----------------+
| 'WH | ordinary |
| Ireland | shares |
| Shares' | of 5p |
| | each in |
| | the |
| | share |
| | capital |
| | of WH |
| | Ireland |
| | with |
| | ISIN: |
| | GB0009241885 |
| | |
+----------------+-----------------+
This information is provided by RNS
The company news service from the London Stock Exchange
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