Update Re Discussions with Major Shareholder (7229B)

TIDMDAV

RNS Number : 7229B

Davenham Group PLC

23 February 2011

23 February 2011

Davenham Group plc

("Davenham" or the "Company" and, together with its subsidiaries, the "Group")

Davenham enters into exclusive discussions with its major shareholder and agrees a standstill period with its Banking Syndicate

Davenham today provides an update on its announcement on 20 January 2011 in which the Company noted that the Company was in initial discussions with the Company's largest shareholder, Kingswood Property Finance ("Kingswood"), as to whether a reconstruction of the Group may be achievable.

Exclusivity and standstill agreement

The Company today announces that Kingswood and the members of the Group's Banking Syndicate (the "Banking Syndicate") have entered into an exclusivity and standstill agreement (the "Exclusivity Agreement") in order to permit more detailed discussions to take place in relation to the potential reconstruction of the Group which would enable one or more of its divisions to recommence writing new business. Moor Park Capital Partners LLP ("Moor Park Capital"), a potential co-investor with Kingswood in the Group, and the Company are also party to the Exclusivity Agreement.

As part of the Exclusivity Agreement the Banking Syndicate has (subject to certain limited exceptions) agreed with Kingswood and Moor Park Capital not to call in the Group's loans owed to the Banking Syndicate (which are otherwise repayable on demand) until the earlier of 31 March 2011 and the date (if any) on which the resolutions requisitioned by Fitel Nominees Limited to change the Board (as set out in the Company's circular to its shareholders dated 10 February 2011) are passed (the "Standstill Period").

As part of these exclusivity arrangements the Company and the Banking Syndicate have agreed not to enter into any restructuring or refinancing arrangements with any other parties during the Standstill Period. The Company's obligations in this respect are subject to customary carve-outs to enable the Board to deal with any third party approaches that may lead to an offer for the Company or for some or all of its assets (albeit that no such approaches are anticipated) in a manner that satisfies the Directors' duties under applicable law or regulation.

The Board wishes to reiterate its view that, even if Kingswood and the Banking Syndicate reach agreement on a potential restructuring of the Group, it is likely that there will be no value for shareholders' current shareholdings in Davenham.

Irrevocable undertaking to vote against requisitioned resolutions

In order to demonstrate its support of the Board, Kingswood (which holds approximately 29.13% of the Company's issued share capital) has formally committed to vote against the resolutions requisitioned by Fitel Nominees Limited to be considered at the General Meeting on 10 March 2011.

Paul Burke, Group Managing Director, commented:

"Whilst there can be no certainty as to the outcome of these discussions, we are pleased to have the support of the Banking Syndicate to enable more detailed discussions with Kingswood and Moor Park Capital regarding a potential recommencement of writing new business. In light of the exclusivity granted to Kingswood and Moor Park Capital, the Board is working intensively with them to try to maximise the chances of a reconstruction proposal being formally proposed by Kingswood and Moor Park Capital to the Banking Syndicate."

Further announcements will be made as appropriate.

For further information please contact:

 
 Davenham Group plc                                    0161 832 8484 
  Paul Burke, Group Managing Director             www.davenham.co.uk 
 Hawkpoint Partners Limited (Nominated 
  Adviser) 
  Lawrence Guthrie / Shaun Holmes                      020 7665 4642 
 MHP 
  Katie Hunt/Reg Hoare                    020 3128 8100/07884 494112 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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