Westhouse Holdings plc (Incorporated and registered in Jersey under the Companies Law 1991 with registered number 88781)

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are resident in any territory outside the United Kingdom. If you have sold or otherwise transferred all of your holding of Ordinary Shares in Westhouse Holdings plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you have sold or otherwise transferred part only of your holding of Ordinary Shares in Westhouse Holdings plc, please consult the stockbroker, bank or agent through whom the sale or transfer was effected. The Directors, whose names appear in Part I of this document, accept responsibility, collectively and individually, for the information contained in this document. To the best of knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and accordingly recipients of this document in jurisdictions other than United Kingdom should inform themselves about and observe any such restrictions. Any failure to comply with any prevailing restrictions may constitute a violation of the securities laws of such jurisdictions. Westhouse Holdings plc (Incorporated and registered in Jersey under the Companies Law 1991 with registered number 88781) Proposed cancellation of admission to trading on AIM of the Ordinary Shares and Notice of General Meeting This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this document which includes a recommendation of the Directors that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. Notice of the General Meeting of Westhouse Holdings plc, to be held at One Angel Court, London EC2R 7HJ at a.m. on Monday, 4 February 2013 is set out in Part II of this document. Whether or not you intend to be present at the General Meeting, you are urged to complete and return as soon as possible and, in any event, so as to be received no later than a.m. on Friday, 1 February 2013, the enclosed Form of Proxy to the Company's registrars, Computershare Investor Services (Jersey) Limited in accordance with the instructions printed thereon. Completion of a Form of Proxy will not preclude a Shareholder from attending and voting at the meeting in person.

2 CONTENTS Page Expected Timetable of Principal Events 3 Definitions 4 Part I: Letter from the Chairman 5 Part II: Notice of General Meeting 8 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2

3 Publication date of this document and notice provided to the London Stock Exchange to cancel the Admission Latest time and date for receipt of completed Forms of Proxy in respect of the General Meeting Friday 11 January a.m. Friday 1 February 2013 Time and date of the General Meeting a.m. Monday 4 February 2013 Expected last day of dealings in Ordinary Shares on AIM Monday 11 February 2013 Expected date of Cancellation 7.00 a.m. Tuesday 12 February 2013 Notes: (1) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a regulatory information service recognised by the London Stock Exchange. (2) The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. 3

4 DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: Admission AIM AIM Rules Articles "Business Day" Cancellation Company or "Westhouse" Directors or Board the admission of the Ordinary Shares to trading on AIM AIM, the market operated by the London Stock Exchange the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time the articles of association of the Company as at the date of this document a day (excluding Saturday, Sunday and public holidays in England and Wales and Jersey) on which banks are generally open for business in London for the transaction of normal banking business the proposed cancellation of admission to trading on AIM of the Ordinary Shares Westhouse Holdings plc the board of directors of the Company Form of Proxy the form of proxy enclosed with this document for use at the General Meeting or at any adjournment thereof General Meeting the general meeting of the Company convened for a.m. (UK time) on Monday 4 February 2013 and any adjournment thereof London Stock Exchange Notice of General Meeting Ordinary Shares Resolution Shareholders "United Kingdom" London Stock Exchange plc the notice of General Meeting which is set out in Part II of this document the ordinary shares of each in the capital of the Company, and Ordinary Share means any one of them the resolution to be proposed at the General Meeting in the form set out in the Notice of General Meeting holders of Ordinary Shares from time to time and Shareholder means any one of them the United Kingdom of Great Britain and Northern Ireland 4

5 PART I LETTER FROM THE CHAIRMAN Dear Fellow Shareholder, I am writing to let you know that the Board has concluded, after discussion with a number of Shareholders and advisers, that it is in the best interests of the Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation. To enable Shareholders to buy and sell Ordinary Shares, Westhouse plans to put in place a matched bargain trading facility which will operate after the publication of the annual and interim results. The Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by Form of Proxy) at the General Meeting. The Company is therefore seeking Shareholders' approval of the Cancellation. At the end of this document there is a Notice of General Meeting which has been convened at am on Monday, 4 February 2013 at One Angel Court, London EC2R 7HJ in order to vote on a resolution to authorise the Cancellation. Prior to making the announcement in relation to the Cancellation the Board has sought the views of a limited number of large Shareholders regarding the Cancellation. As a result of that consultation the Board has received irrevocable undertakings from Shareholders representing per cent. to vote in favour of the Resolution. If the Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on Tuesday, 12 February The purpose of this letter is to invite you to the General Meeting to seek Shareholders' approval for the Resolution, to provide you with the information on the background and reasons for Cancellation and to explain the consequences of the Cancellation and why the Directors consider the Cancellation and the Resolution to be in the best interests of the Company and its Shareholders as a whole. Background and reasons for the Cancellation 2012 has been another tough year for corporate and institutional brokers as transaction and trading volumes remain at low levels and pricing remains under pressure. Against this background, the Board has successfully pursued a strategy of increasing its recurring income relative to its fixed cost base. This has been achieved in particular through the hiring of key individuals, the merger with Arbuthnot Securities Limited, a major enhancement of the research department and the establishment of a fixed income broking business. Additionally the Board has taken a number of steps to reduce costs, in particular following the merger with Arbuthnot Securities Limited the head count has been reduced from 99 to 59. While the steps above have placed Westhouse on a sounder footing they have not, as yet, brought it to profitability. Westhouse remains fortunate in having a supportive shareholder base that has demonstrated its commitment to 'building a broker in a bear market'. Those Shareholders have made it clear to the Company that they do not believe, in the near future, that market circumstances are likely to improve and that they would find it far easier to support the Company in the private arena to succeed in its longer term objective of becoming a profitable and vibrant business serving its corporate and institutional clients. The trading volume in the Ordinary Shares has remained low at an average of 9,000 Ordinary Shares per day over the last twelve months. However, this volume was largely concentrated into several transactions which were effectively handled by the Company on a 'matched 5

6 bargain' basis. The underlying liquidity in the Ordinary Shares is extremely low and, in the opinion of the Directors, is likely to remain that way for the foreseeable future. Admission of the Ordinary Shares to trading on AIM also imposes significant costs in both cash and management time on the Company and Cancellation therefore forms part of the ongoing strategy of the Company to drive down costs. Trading in the Ordinary Shares after Cancellation: Following the Cancellation there will be no market facility for dealing in the Ordinary Shares and no price will be publically quoted. Westhouse will seek however to make available to Shareholders off-market trading facilities with respect to the Ordinary Shares. The Company aims to put in place a trading system based on matching bargains that will operate every six months according to a set of rules that will be sent to all Shareholders before the first trades occur. It is currently anticipated that these matched bargain transactions occur after the annual and interim results are sent to the Shareholders. An initial guide price for those matched bargains will be sourced externally from Smith & Williamson Corporate Finance Limited ( Smith & Williamson ), currently the Company s nominated adviser, which will be asked to oversee the system. The Company s Registrar is Computershare Investor Services (Jersey) Limited and there are no plans to change that arrangement. Corporate Governance Irrespective of the Company s admission to trading on AIM, the Board has always strived towards the high standards of corporate governance in all areas of the Company s activity, and those involving each and every Shareholder are particularly important in this regard. The nature and demands of Westhouse s business require that the operating company, Westhouse Securities Ltd, is regulated by the Financial Services Authority. The City Code on Takeovers and Mergers ('the Code') currently applies to the Company and will continue to apply to the Company notwithstanding the Cancellation. The Code is issued and administered by the Panel on Takeovers and Mergers ( the Takeover Panel ). The Code and the Takeover Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. The Board believes that its continued vigilance in pursuit of its duty to all Shareholders, together with the continuing supervision of the City regulators, will serve to underpin good governance at Westhouse in the future. If the Cancellation becomes effective, Smith & Williamson will cease to be nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules. Action to be taken Shareholders listed on the Company's register at a.m. (UK time) on 1 February 2013 shall be entitled to participate at the General Meeting and vote there in person or by proxy. You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, you are requested to complete and return the Form of Proxy to the Company's registrars Computershare Investor Services (Jersey) Limited in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than a.m. on 1 February Completion and return of a Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. 6

7 Recommendation The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders. The Directors unanimously recommend that you vote in favour of the Resolution and will do so in respect of their own Ordinary Shares amounting to 9.23 per cent. of the Ordinary Shares in issue. Yours faithfully, Garth Milne Chairman 7

8 PART II WESTHOUSE HOLDINGS PLC NOTICE OF GENERAL MEETING (the "Company") NOTICE IS HEREBY GIVEN THAT a General Meeting of the Company (the "Meeting") will be held at a.m. (UK time) on Monday 4 February 2013 at One Angel Court, London EC2R 7HJ to consider and vote on the resolution set out below, proposed as special resolution. Special Resolution THAT the cancellation of the admission of the ordinary shares of the Company to trading on the AIM market of London Stock Exchange plc be and is hereby approved. 11 January 2013 By order of the Board. Westhouse Holdings plc Garth Milne Chairman Registered Office: Windward House La Route de la Liberation St Helier Jersey JE2 3BQ Channel Islands Notes to the Notice of General Meeting 1. A member of the Company entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend and on a poll, to vote in his/her place. A proxy may demand or join in demanding, a poll (but has no further right to speak at a meeting except with the permission of the chairman). 2. An instrument for the purpose of appointing a proxy is enclosed. To be valid, the instrument and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be received at the offices of the Company's registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or at such other place as is specified for that purpose in the notice of meeting issued by the Company no later than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, before the time appointed for taking the poll and, in default, the instrument shall not be treated as valid. 3. Delivery and receipt of the instrument appointing a proxy does not prevent a member from subsequently attending and voting at the meeting in person if he/she so wishes. 4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. 5. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those members entered on the register of members of the Company as at close of business on 1 February 2013 or, if the meeting is adjourned, 24 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business. on 1 February 2013 or, if the meeting is adjourned, on the register of members 24 hours before the time fixed for the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting. 8