WGT Wallgate

RNS Number:4156Z
Wigmore Group (The) PLC
04 June 2004


                             The Wigmore Group plc
                          ("Wigmore" or the "Company")

Restoration of Trading, Refinancing Proposals, Trading Update and Extraordinary
                                General Meeting

On Friday 28 May 2004, the Board of Wigmore requested AIM to suspend trading in
the Company's ordinary shares of 1p each ("Ordinary Shares") pending a further
announcement. The Board now announces a proposed new financing package for the
Company totalling up to #2.23 million and comprising up to #0.73 million by way
of convertible loans and an arrangement to subscribe over a period, for new
ordinary shares of 0.01p each amounting in aggregate up to #1.5 million and
together with an associated issue of warrants and ordinary shares (the
"Proposals"). The new financing package combines a subscription by Evolution
Beeson Gregory Limited ("EVBG") for convertible loans, and a commitment by
Square Mile Limited ("Square Mile") to provide up to #1.5 million through an
equity subscription facility.

The Proposals are conditional, inter alia, on shareholder approval at an
extraordinary general meeting of the Company ("EGM") to be convened shortly.
Details will be contained in a circular to be posted to shareholders as soon as
practicable. In the circular, the Board will be unanimously recommending that
shareholders vote in favour of the Proposals as they have irrevocably undertaken
to do in respect of Ordinary Shares held by them.

Restoration of Trading on AIM

The Company has requested AIM to restore trading in the Company's Ordinary
Shares and dealings are expected to re-commence today.

Background to the Proposals

On 6 April 2004, the Board announced the final results of the Company for the
year ended 31 December 2003. Despite reporting good progress in most areas of
the business, the Chairman's Statement also noted that the first quarter of 2004
had got off to a slow start although the order book, at the time, was
encouraging. Despite the forward order book remaining encouraging, trading into
the second quarter has continued to be slow and this precipitated the Company's
bank to carry out a review of Wigmore's banking facilities. Following this, the
bank determined it was no longer prepared to continue providing the existing
facilities to Wigmore. The Board has urgently sought to refinance the Company's
working capital facilities and is pleased to announce the result of these
efforts.

In the light of recent events, it is now unlikely that Wigmore's results for the
current financial year will meet market expectations.

Capital Re-organisation

To enable the Proposals to be implemented, at the EGM shareholders will be
asked, inter alia, to approve a capital re-organisation. The effect of the
capital re-organisation will be to reduce the nominal value of the issued and
unissued Ordinary Shares from 1p to 0.01p involving the sub-division of each
Ordinary Share of 1p into one new ordinary share of 0.01p ("Redesignated
Shares") and one deferred share of 0.99p. The proportionate interests of
shareholders prior to the issue of any Redesignated Shares will therefore not be
affected. Further details regarding this capital re-organisation will be set out
in the circular to shareholders.

The Proposals

EVBG has agreed to immediately invest #0.5 million in the form of convertible
loan notes for working capital. Subject to shareholder approval at the EGM,
these loan notes will become convertible and EVBG will, following the EGM and
assuming all related resolutions are passed, advance a further #0.2 million for
further convertible loan notes. If the Proposals are not approved by
shareholders, the #0.5 million advance becomes immediately repayable together
with a 25 per cent. premium. The convertible loans will bear interest at a fixed
rate of 4 per cent. per annum and are convertible, at the option of the holders,
into Redesignated Shares at a conversion rate of 1,000 Redesignated Shares for
every #1 of convertible loan, equivalent to an issue price of 0.1 pence per
Redesignated Share. The convertible loans are redeemable, subject to certain
conditions having been met, at any time in the 3 years following their issue.

As a demonstration of continued commitment to Wigmore, the Directors will
provide. in aggregate, a further #30,000 by way of advances under convertible
loans on the same terms as EVBG.

In addition, subject to shareholder approval, Square Mile has agreed to provide
Wigmore with a facility of up to #1.5million under the terms of an equity
subscription agreement. Under this agreement, as and when required, the Company
may drawdown minimum tranches of #10,000 at any one time and in return Square
Mile will be allotted Redesignated Shares at a price of 0.1 pence per share.
Drawdown is subject to the market bid price of Redesignated Shares being greater
than 0.1 pence and if Square Mile does not wish to subscribe for the full amount
it is in any event obliged to take at least a mandatory subscription amount
equal to 150% of the value of the average daily share volume in the prior 15
trading days. A cash commission of 10% of the amount drawn down is also payable
to Square Mile. The facility is available for a period of two years following
the date of it first being made available.

In consideration for providing the equity subscription facility, subject to
shareholder approval, Square Mile will, when the equity subscription facility is
unconditionally available, be issued with 45,000,000 Redesignated Shares for
cash at par, being #4,500, and will be granted warrants to subscribe for a
further 45,000,000 Redesignated Shares at a price of 0.1 pence per share
exercisable within three years from grant and additionally warrants to subscribe
for a further 1,000,000,000 Redesignated Shares at a price of 0.1 pence per
share within two years from grant.

Applications will be made as necessary for admission to trading on AIM of any
Redesignated Shares allotted pursuant to the convertible loans, drawdowns under
the equity subscription facility or exercise of warrants or otherwise. Any such
new Redesignated Shares admitted to AIM will rank pari passu with the
Redesignated Shares in issue and arising as a result of the capital
re-organisation.

EVBG has undertaken to the Company that it will not, nor will any associates or
persons acting in concert with it, acquire shares or rights over shares such
that it controls more than 29.9 per cent of the voting rights of the Company at
any time.

Square Mile has undertaken to the Company that it will not, nor will any
associates or persons acting in concert with it, acquire shares or rights over
shares such that it controls more than 29.9 per cent of the voting rights of the
Company at any time.

Extraordinary General Meeting

The implementation of the Proposals set out above requires shareholder approval
and a notice of EGM will be posted to shareholders as soon as practicable,
together with a circular outlining the background to and reasons for the
Proposals.

If the Proposals are not approved at the EGM and the Board has not secured an
alternative refinancing solution, then the Board may be required to consider
insolvency proceedings.

Information on Square Mile Limited

Square Mile Limited is a newly formed investment company, registered in the
British Virgin Islands. Its principal shareholders are Leo Knifton and Nigel
Weller.

Information on Evolution Beeson Gregory

EVBG is the investment banking business of Evolution Group plc providing
trading, institutional sales, equity research and corporate finance advice. EVBG
is a market maker in the Company's Ordinary Shares.


Enquiries:
Peter Hewitt, Chairman and CEO
Tel: 01293 446699







                      This information is provided by RNS
            The company news service from the London Stock Exchange

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