TIDMWHL
RNS Number : 5505W
Westhouse Holdings PLC
01 February 2012
1 February 2012
Westhouse Holdings PLC
Placing and Trading Update
Westhouse Holdings PLC ("Westhouse" or the "Group") (LSE: WHL),
the corporate and institutional stockbroking group, announces a
placing of 6,077,900 ordinary shares of 0.005p each ("Ordinary
Shares") at a price of 40p per share, to raise GBP2.4 million (the
"Placing").
The Placing, which was oversubscribed, is being supported by a
combination of existing investors and new investors as well as
directors of Westhouse ("Directors") and employees.
Application has been made for the new Ordinary Shares to be
admitted to trading on AIM and dealings are expected to commence on
6 February 2012.
Background to and Reasons for the Placing
In November 2011 Westhouse announced the acquisition of
Arbuthnot Securities Limited ("Arbuthnot"), completing the
transaction on 20 January 2012 following the receipt of FSA
consent. The acquisition of Arbuthnot has provided Westhouse with
the opportunity to increase the size of the business, improve its
visibility and win new clients, all with a much improved ratio of
cost to recurring revenues.
Following the integration of Arbuthnot, the Placing will
strengthen the balance sheet and put the Group in a position to
continue to take advantage of opportunities from consolidation of
the corporate broking sector and provide greater flexibility in
trading.
Westhouse Securities has:
-- around 90 corporate clients (of which 60 are AIM Nomad
relationships, putting the company in the top tier by client
numbers);
-- an enhanced commission stream;
-- a broad research coverage of nine sectors as well as macro strategy;
-- a strong sales and trading division;
-- a very competitive cost base; and
-- a strong executive and non-executive management team.
Related Party Transactions and Directors' Interests
Garth Milne, Jonathan Azis, Andrew Beeson and Nicholas Bull, who
are all directors of Westhouse, are subscribing for Ordinary Shares
in the Placing, their holdings are set out below.
Standard Bank Jersey Limited, a holder of approximately 14% of
Westhouse shares prior to the Placing is subscribing for a further
1,519,123 Ordinary Shares in the Placing.
The issue of Ordinary Shares to the directors and to Standard
Bank Jersey Limited are considered related party transactions
pursuant to the AIM Rules.
The Directors (and in the case of the directors' subscriptions,
the non-subscribing directors only), having consulted with the
Company's nominated adviser, Smith & Williamson Corporate
Finance Limited, consider that the subscriptions for Ordinary
Shares by the related parties are fair and reasonable insofar as
the shareholders of the Company are concerned.
Following completion of the Placing, the interests in the
Ordinary Shares of the Directors who are participating will be:
Shares subscribed Resulting holding % of the enlarged
for in the Placing issued share capital
--------------- -------------------- ------------------ ----------------------
Garth Milne 700,000 940,972 4.83%
--------------- -------------------- ------------------ ----------------------
Andrew Beeson 50,000 200,000 1.03%
--------------- -------------------- ------------------ ----------------------
Nicholas Bull 55,000 100,000 0.51%
--------------- -------------------- ------------------ ----------------------
Jonathan Azis 50,000 167,501 0.86%
--------------- -------------------- ------------------ ----------------------
Issued Share Capital and Total Voting Rights
Following the issue of the new Ordinary Shares, the Company's
capital will consist of 19,483,835 Ordinary Shares with effect from
6 February 2012. No Ordinary Shares are held in treasury.
The total number of voting rights in the Company will be
19,483,835. The voting rights on all these shares are identical.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company under the FSA's Disclosure and Transparency Rules.
Trading Update and Outlook
Market conditions were very challenging in the latter part of
2011 and several significant transactions failed to materialise. As
a result, and despite revenues which increased by over 30% during
2011 relative to 2010, the Directors expect to announce a loss
before tax for the year ended 31 December 2011 substantially
greater than in the previous financial year.
The Group continues to have a good rate of enquiries, the
conversion of which to revenue is often market dependent. The
enlarged business is fully focused on growing its activities by
supporting the existing client base and winning attractive new
business mandates. Nevertheless, given market conditions the
Directors are taking a cautious approach to the first half year's
revenues
Garth Milne, Chairman, commented:
"The reaction of clients, intermediaries and our peers to the
acquisition has been very favourable. We now have a significantly
enhanced sales and trading business, a materially stronger research
product and a larger and more diversified corporate client base. We
are optimistic about our market position and our ability to grow
our market share.
"The support for the Placing from existing and new investors is
a solid endorsement of our strategy."
ENDS
Enquiries:
Westhouse Holdings PLC
Christopher Getley, Chief Executive Tel: +44 (0) 20 7601 6103
christopher.getley@westhousesecurities.com www.westhousesecurities.com
Smith & Williamson Corporate Finance
Limited
Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000
corpfinance@smith.williamson.co.uk www.smith.williamson.co.uk
Millbrook Partnership
Tim Grey Tel: +44 (0) 20 7520 9455
timgrey@millbrookpartnership.com www.millbrookpartnership.com
Westhouse Securities is authorised and regulated by the FSA, is
a member of the London Stock Exchange, a NOMAD for AIM listed
companies and a Sponsor of Official List companies.
Following the completion of the acquisition of Arbuthnot
Securities Limited the business of Westhouse Securities Limited has
been transferred to Arbuthnot Securities Limited. Simultaneously
Arbuthnot Securities Limited is changing its name to Westhouse
Securities Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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