Schedule 1 - WYG plc
06 Enero 2010 - 10:30AM
UK Regulatory
TIDMWHY
RNS Number : 1485F
AIM
06 January 2010
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| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN |
| ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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| |
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| COMPANY NAME: |
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| WYG Plc ("WYG" , the "Company" or the "Group") |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING |
| ADDRESS (INCLUDING POSTCODES) : |
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| Arndale Court, Otley Road, Headingley, Leeds, West Yorkshire, LS6 2UJ |
| |
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| COUNTRY OF INCORPORATION: |
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| England |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE |
| 26: |
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| http://www.wyg.com/2investors/investors.php |
| |
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF |
| AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION |
| IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE |
| STATED: |
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| WYG is a multidisciplinary consultant delivering engineering, design, |
| project management, town planning and environmental solutions for clients |
| across a broad range of sectors including healthcare, education, defence, |
| infrastructure and energy. WYG is structured with five business units: |
| Engineering; Management Services; Environment, Planning and Transport; WYG |
| Ireland; and WYG International. |
| Headquartered in the UK, WYG also operates in most of central and eastern |
| Europe, Russia and the CIS, Turkey, the Balkans, Central Asia, North and |
| Southern Africa, and parts of the Middle East. |
| |
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO |
| TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, |
| nominal value and issue price to which it seeks admission and the number |
| and type to be held as treasury shares): |
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| 35,289,886 New Ordinary Shares with a nominal value of 10p each |
| There are no restrictions as to the transfer of these securities |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET |
| CAPITALISATION ON ADMISSION: |
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| No capital to be raised on admission |
| Based on the current share price the anticipated market capitalisation on |
| admission will be c.GBP20m |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 85% |
| |
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY |
| HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM |
| SECURITIES) ADMITTED OR TRADED: |
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| None |
| |
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| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining |
| the first name by which each is known or including any other name by which |
| each is known): |
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| Mike McTighe - Non Executive Chairman |
| Paul Hamer - Chief Executive Officer |
| David Wilton - Group Finance Director |
| Robert Barr - Non Executive Director |
| David Jeffcoat - Non Executive Director |
| Graham Olver - Group Services Director and Company Secretary |
| |
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| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A |
| PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION |
| (underlining the first name by which each is known or including any other |
| name by which each is known): |
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| Before Admission |
| 12.64% - Blackrock Investment Management (UK) Limited |
| 7.01% - Barclays PLC |
| 4.77% - Foreign & Colonial Asset Management plc |
| 4.16% - Axa Framlington Investment Management Limited |
| After Admission |
| 60.5%* - The Lenders (Lloyds Banking Group, Fortis and RBS) |
| 24.5% - New Employee Benefit Trust |
| * Broken down as follows; |
| 25.1% - Lloyds Banking Group |
| 22.0% - Fortis |
| 13.4% - RBS |
| |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, |
| PARAGRAPH (H) OF THE AIM RULES: |
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| None |
| |
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| * ANTICIPATED ACCOUNTING REFERENCE DATE * |
| DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS |
| BEEN PREPARED (this may be represented by unaudited interim financial |
| information)* |
| DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM |
| RULES 18 AND 19: |
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| (i) 30th June |
| (ii)30th June 2009* |
| 1) Six month period to 31st December 2009 - latest date for publication |
| 31st March 2010 |
| ` 2) Full year results to 30th June 2010 - latest date for publication |
| 31st December 2010 |
| 3) Six month period to 31st December 2010 - latest date for publication |
| 31st March 2011 |
| |
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| EXPECTED ADMISSION DATE: |
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| 4th February 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Arbuthnot Securities Limited |
| Arbuthnot House |
| 20 Ropemaker Street |
| London |
| EC2Y 9AR |
| |
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| NAME AND ADDRESS OF BROKER: |
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| Arbuthnot Securities Limited |
| Arbuthnot House |
| 20 Ropemaker Street |
| London |
| EC2Y 9AR |
| |
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR |
| INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A |
| STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE |
| ADMISSION OF ITS SECURITIES: |
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| N/A |
| |
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| DATE OF NOTIFICATION: |
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| 6th January 2010 |
| |
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| NEW/ UPDATE: |
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| NEW |
| |
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| QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
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| |
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| THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S |
| SECURITIES HAVE BEEN TRADED: |
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| UK Official List |
| |
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| THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: |
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| April 28th 1986 |
| |
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| CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS |
| ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS |
| SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN |
| ANY BREACH: |
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| WYG has adhered to all legal and regulatory requirements involved in |
| having its securities traded upon the UK Official List. |
| |
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| AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH |
| THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF |
| HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: |
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| http://www.wyg.com/2investors/investors.php |
| |
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| DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE |
| CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY: |
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| WYG has developed a three part strategy to respond to the |
| challenging conditions in its sector and the wider economic |
| environment, and to ensure that the Group is well placed to exploit |
| the recovery when it occurs. The key elements of this strategy are: |
| * |
| To create a 'fit-for-purpose' business. The Group is focused on |
| delivering a more streamlined and devolved operating model, |
| reshaping the Group into a more efficient operation with a more |
| rationalised and competitive cost base. There is an increased focus |
| on cash management with further improvements to working capital |
| management and rigorous control of capital expenditure; |
| * |
| To internationalise the WYG Group. The focus for future growth will |
| be to expand significantly the Group's international operations, |
| transforming the balance of WYG's revenue and offsetting its current |
| dependency on the UK and Irish markets; and |
| * |
| To secure growth in key markets and sectors. The Group will seek to |
| leverage areas where WYG already has significant strength and |
| expertise, including the education, healthcare and transport |
| sectors, providing further strategic and technical focus to grow |
| these areas through the harmonisation of Group-wide skills and |
| capabilities. WYG will also focus on developing its offering in |
| disciplines and sectors where there are attractive long-term growth |
| drivers and visible funding streams. |
| The Board believes that the increased financial stability and |
| strengthened capital structure which the Restructuring provides, |
| combined with its three-part strategy, will mean that the Group will |
| be well placed to cope with current challenging market conditions |
| and ensure that the Group emerges with a more streamlined and robust |
| business model focused on its key commercial growth areas. |
| |
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| A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION |
| OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL |
| PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: |
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| Following the EGM on the 6th January 2010, the Company approved a |
| significant restructuring ("Restructuring") of the Company's bank |
| facilities, combined with a broader restructuring of the Company's capital |
| structure, which includes the conversion of approximately GBP52.9 million |
| of the Group's indebtedness into New Ordinary Shares and Preference |
| Shares. |
| In addition the Company has adopted two new share incentive schemes, being |
| the White Young Green Joint Share Ownership Plan 2009 and the White Young |
| Green Performance Share Plan 2009. The Lenders have required, as a |
| condition to the Restructuring, arrangements are put in place to |
| appropriately incentivise certain employees, and the Company has |
| determined that the New Share Incentive Plans will best achieve that end. |
| New Articles of Association have also been adopted following the |
| Restructuring, and a 10 for 1 share consolidation was also approved at the |
| EGM. |
| |
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| A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE |
| THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT |
| FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: |
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| The Directors have no reason to believe that the working capital available |
| to the Group will be insufficient for at least twelve months from the date |
| of its Admission. |
| |
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| DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: |
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| No lock-in arrangements pursuant to Rule 7 of the AIM Rules. |
| |
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| A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S |
| SECURITIES: |
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| Settled through CREST (the computerised settlement system operated by |
| Euroclear which facilitates the transfer of shares) |
| |
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| A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S |
| SECURITIES: |
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| http://www.wyg.com/2investors/investors.php |
| |
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| INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS |
| NOT CURRENTLY PUBLIC: |
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| None |
| |
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| A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL |
| REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN |
| NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE |
| ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS |
| PERMISSIBLE UNDER AIM RULE 19: |
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| http://www.wyg.com/2investors/investors.php |
| |
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| THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
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| None |
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