Posting of admission document
20 Mai 2009 - 8:00AM
UK Regulatory
TIDMSOV
RNS Number : 5293S
SovGEM Limited
20 May 2009
20 May 2009
SovGEM Limited
Proposed acquisition of Hanson Westhouse Holdings Limited
Further to the announcement made on 6 May 2009, SovGEM Limited ("SovGEM" or the
"Company") (AIM: SOV), the emerging market equity finance house, is pleased to
announce that an admission document (the "Admission Document") in relation to
the proposed acquisition ("the Acquisition") of Hanson Westhouse Holdings
Limited ("HansonWesthouse"), the holding company of Hanson Westhouse Limited, a
full-service investment bank specialising in small and mid-cap companies and
emerging markets, is today being posted to shareholders. As a result, the
restoration of the shares of the Company to trading on AIM is expected to be
effective from 7am today.
The Acquisition will constitute a reverse takeover of the Company under the AIM
Rules and so will require the prior approval of the Company's existing
shareholders. A notice convening an extraordinary general meeting of the Company
to be held at 11am on 15 June 2009 at Windward House, La Route de Liberation, St
Helier, Jersey JE2 3BQ, Channel Islands, is therefore included in the Admission
Document.
The results of the Company for the year ended 31 December 2008, together with a
notice of annual general meeting to be held at 10.30am on 15 June 2009 at
Windward House, La Route de Liberation, St Helier, Jersey JE2 3BQ, Channel
Islands, are also being posted to the Company's shareholders today.
Key information
* The Company has entered into a conditional sale and purchase agreement to
acquire the entire issued share capital of HansonWesthouse.
* It is intended that the consideration for the Acquisition will be satisfied by
the allotment to the shareholders of HansonWesthouse of new ordinary shares in
SovGEM (the "Consideration Shares"). For the purpose of the Acquisition,
HansonWesthouse is valued at GBP3,000,000 (excluding the GBP258,000 proceeds of
a preliminary placing previously undertaken by HansonWesthouse at this
valuation). The number of the Consideration Shares to be issued as consideration
for HansonWesthouse will imply a valuation for SovGEM of
GBP2,710,225 (equivalent to 11.9p per Ordinary Share) which equates to a 20 per
cent. discount to the SovGEM directors' estimate of the Company's average net
asset value over the five business days ending on 5 May 2009.
* The Board has concluded that the combination of SovGEM and HansonWesthouse ("the
Enlarged Group") will be one that will be beneficial for existing shareholders.
The Board believes that the proposals will allow existing shareholders to derive
enhanced benefits from the Company's portfolio and strategy as well as creating
the opportunity, particularly given current market conditions, to expand the
corporate and advisory business of the Enlarged Group.
* The Board believes that the Enlarged Group will benefit from the skills of
accomplished corporate advisory, broking and research professionals with
considerable experience in the small and mid-cap broking sector. Their expertise
will be complemented by an advisory panel whose members' experience in growing
advisory businesses is well recognised throughout the corporate broking
industry.
HansonWesthouse raised approximately GBP258,000 through a preliminary placing.
In addition, the Company has conditionally raised a further GBP850,000 through
the placing of new ordinary shares in the Company, to fund the costs of the
transaction and to provide the Enlarged Group with additional working capital
going forward.
For further information:
+-----------------------------------------------------------+------------------------------------+----------+
| SovGEM Limited | | |
| Garth Milne, Chairman | Tel: +44 (0) 7768 992470 | |
| Hugh de Lusignan, Chief Executive Officer | Tel: +44 (0) 20 7389 0655 | |
| hdelusignan@sovereigngroup.com | www.sovgem.com | |
| | | |
+-----------------------------------------------------------+------------------------------------+----------+
| Hanson Westhouse Holdings Limited | | |
| William Staple, Chief Executive | Tel: +44 (0)20 7601 6100 | |
| bill.staple@hansonwesthouse.com | www.hansonwesthouse.com | |
| | | |
+-----------------------------------------------------------+------------------------------------+----------+
| Nominated Adviser | |
| Smith & Williamson Corporate Finance Limited | |
| Azhic Basirov/Joanne Royden-Turner | Tel: +44 (0) 20 7131 4000 |
| corpfinance@smith.williamson.co.uk | www.smith.williamson.co.uk |
| | |
+-----------------------------------------------------------+-----------------------------------------------+
| Broker | |
| Hanson Westhouse Limited | |
| Tim Metcalfe | Tel: +44 (0)20 7601 6100 |
| tim.metcalfe@hansonwesthouse.com | www.hansonwesthouse.com |
| | |
+-----------------------------------------------------------+-----------------------------------------------+
| Media enquiries: | | |
| Abchurch Communications Limited | | |
| Henry Harrison-Topham/Charlie Jack | Tel: +44 (0) 20 7398 7706 | |
| charlie.jack@abchurch-group.com | www.abchurch-group.com | |
| | | |
+-----------------------------------------------------------+------------------------------------+----------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQSFEFMUSUSEFI
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