Dowgate recommends acceptance of Astaire Offer

 

TIDMDGT TIDMASTR 
 
RNS Number : 2877V 
Dowgate Capital PLC 
07 July 2009 
 

Dowgate Capital plc 
7 July 2009 
Dowgate recommends acceptance of Astaire Offer 
 
 
Dowgate Capital plc ("Dowgate" or the "Company") is today posting a circular to 
shareholders in which the Directors recommend acceptance of the Offer from 
Astaire Group plc which has been made on the following basis: 
 
 
For every 10 Dowgate Shares: 30 pence in cash and 9 New Astaire Shares (the 
"Basic Offer") 
or 
For every 10 Dowgate Shares: 60 pence in cash and 3 New Astaire Shares (the 
"Alternative Offer") 
 
 
Whilst the Directors recommend acceptance of the Astaire Offer, they make no 
recommendation as to whether Shareholders should accept the Basic Offer or the 
Alternative Offer and recommend that Shareholders seek their own independent 
financial advice when deciding between the two forms of consideration.. 
 
 
Shareholders wishing to accept the Offer should refer to the Astaire Offer 
document dated 24 June 2009 which provides information about the procedure for 
acceptance of the Offer. 
 
 
Copies of the Dowgate circular, an extract of which is appended below, will be 
available on the Company's website, www.dowgatecapital.co.uk.. 
 
 
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| Enquiries:                             |                                        | 
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| Dowgate Capital plc                    |                                        | 
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| Neil Badger, Director                  |                                        | 
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| Tel: [phone]                      |                                        | 
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|                                        |                                        | 
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| Nominated Adviser and Financial        |                                        | 
| Adviser to Dowgate Capital plc         |                                        | 
+----------------------------------------+----------------------------------------+ 
| Grant Thornton UK LLP                  |                                        | 
+----------------------------------------+----------------------------------------+ 
| Philip Secrett / Colin                 |                                        | 
| Aaronson/Salmaan Khawaja               |                                        | 
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| Tel: [phone]                     |                                        | 
+----------------------------------------+----------------------------------------+ 
 
 
 
 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of Astaire, or of Dowgate, all "dealings" in 
any "relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of Astaire or Dowgate, they will be deemed 
to be a single person for the purpose of Rule 8.3. 
 
 Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Astaire or of Dowgate by Astaire or Dowgate, or by any of their 
respective "associates", must be disclosed by no later than 12.00 noon (London 
time) on the London business day following the date of the relevant 
transaction. 
 
 A disclosure table, giving details of the companies in whose 
"relevant securities" "dealings" should be disclosed, and the number of such 
securities in issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
 
 
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for the Company and 
no-one else in connection with the Offer and, accordingly, will not be 
responsible to anyone other than the Company for providing the protections 
offered to clients of Grant Thornton UK LLP or for providing advice in relation 
to the Offer, the contents of this announcement, or any transaction, arrangement 
or matter referred to herein. No representation or warranty, express or implied, 
is made by Grant Thornton UK LLP as to any of the contents of this document 
(without limiting the statutory rights of any person to whom this document is 
issued). 
 
 
 
 
 
 
LETTER FROM THE CHAIRMAN 
Dowgate Capital plc 
(Incorporated and registered in England & Wales with registered No. 4170143) 
 
 
 
 
+----------------------------------------+----------------------------------------+ 
| Directors:                             |                     Registered Office: | 
| Ian Carysfort Buckley (Non-Executive   |                      46 Worship Street | 
| Chairman)                              |                        London EC2A 2EA | 
| 46 Worship Street                      |                                        | 
| Neil Ivor Badger (Executive Director)  |                                        | 
+----------------------------------------+----------------------------------------+ 
 
 
7 July 2009 
To Dowgate Shareholders and, for information only, holders of options and 
warrants Dear Shareholder, 
1. Introduction 
It was announced on 22 June 2009, that Astaire Securities PLC had made a formal 
offer on behalf of Astaire for the entire issued share capital of Dowgate on the 
following basis: 
For every 10 Dowgate Shares: 30 pence in cash and 9 New Astaire Shares (the 
"Basic Offer") 
 or 
 For every 10 Dowgate Shares: 60 pence in cash and 3 
New Astaire Shares (the "Alternative Offer") 
On the basis of Astaire's closing share price of 4.75 pence on 6 July 2009, 
being the last practicable date prior to the date of this document, the Basic 
Offer values the Group at GBP2.87 million and the Alternative Offer values the 
Group at GBP2.93 million. The Basic Offer represents a value for each Dowgate 
Share of approximately 7.3 pence and the Alternative Offer represents a value of 
7.4 pence for each Dowgate Share representing a premium of respectively circa 
143 per cent. and 148 per cent. over the closing price of a Dowgate Share of 3.0 
pence on 9 April 2009, being the last Business Day before the announcement by 
Dowgate that the Board had received an approach from a third party regarding a 
possible offer for Dowgate. 
The purpose of this letter is to explain the background to the Astaire Offer and 
the reasons why the Directors of Dowgate, who have been so advised by Grant 
Thornton, consider the terms of the Offer to be fair and reasonable. 
2. Background to the Group 
Dowgate is a financial advisory and stockbroking business comprising two 
wholly-owned companies, DCA and DCS. 
DCA, formerly known as City Financial Associates Limited, was acquired by the 
Company in December 2001 as a start up operation. Its business has steadily 
developed a niche as an authorised AIM Nominated Adviser, PLUS Corporate 
Adviser, Sponsor, City Code specialist and financial adviser, working mainly but 
not exclusively with smaller quoted companies. DCA currently has a team of eight 
corporate finance specialists. It operates from offices at 46 Worship Street, 
London EC2A 2EA. DCA currently has 42 retained clients where, for the most part 
it acts as Nominated Adviser, PLUS Corporate Adviser or Sponsor and, in 
addition, it manages corporate finance transactions for both retained and other 
clients. 
DCA's key employees are Tony Rawlinson, James Caithie and Liam Murray. 
DCS, formerly known as Seymour Pierce Ellis Limited, was acquired by the Company 
in October 2006, principally to enhance the Group's ability to raise funds for 
corporate advisory clients. DCS is a private client agency stockbroker that also 
specialises in the provision of corporate broking services to AIM and PLUS 
traded companies. 
DCS's main fee earner is Clive Mattock and DCS has historically been reliant on 
Mr Mattock for generating a significant proportion of its revenues. In view of 
his significance to the profitability of the DCS business, on 28 September 2006 
Mr Mattock entered into a three year service contract with DCS under which he 
would devote himself full time to providing his services to DCS. This agreement 
is terminable on six months' notice, such notice to take effect no earlier than 
28 September 2009. 
In order to broaden its reach, particularly to institutional clients, DCS 
established a City based corporate broking business in March 2008 based at 
Dowgate's offices at 46 Worship Street. Unfortunately, this development took 
place shortly before the onset of the present global financial crisis and the 
effective closure of equity capital markets for smaller quoted companies and, 
whilst it added significantly to the Group's overheads, it generated very 
limited new income. 
3. Financial information on the Group 
Results for the three years ended 31 December 2008 are available on the 
Company's website, 
+-------------------------------------------+--------------+-----------+----------+ 
| www.dowgatecapital.co.uk and are          |              |           |          | 
| summarised below:                         |              |           |          | 
+-------------------------------------------+--------------+-----------+----------+ 
|                                           |         2008 |      2007 |     2006 | 
+-------------------------------------------+--------------+-----------+----------+ 
|                                           |      GBP'000 |   GBP'000 |  GBP'000 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Financial Advisory                       |              |           |          | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Revenue                                  |        2,551 |     2,740 |    2,896 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Segmental profit                         |          371 |       474 |      702 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Broking                                  |              |           |          | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Revenue                                  |        2,548 |     3,511 |      673 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Segmental profit/(loss)                  |      (2,725) |       713 |      152 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Head office costs                        |        (423) |     (174) |     (39) | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Group Revenue                            |        5,099 |     6,251 |    3,569 | 
+-------------------------------------------+--------------+-----------+----------+ 
|  Group profit/(loss) before tax           |     (2,777)* |     1,013 |      815 | 
+-------------------------------------------+--------------+-----------+----------+ 
 
 
* Group trading loss (before tax, impairment charges, exceptional costs and the 
cost of share based payments) amounted to GBP390,000. 
The Directors believe that the medium term prospects for a niche corporate 
advisory and broking business such as the Group remain positive. However market 
conditions in 2009 have been very difficult and, whilst they are likely to 
improve, conditions are expected to remain challenging in the short term. 
4. Background to and reasons for recommending the Offer 
Dependence on key personnel 
The Directors recognise the challenges facing smaller businesses providing 
financial advisory and stockbroking businesses and in particular their 
dependence on key personnel. 
As has been stated above, DCS is dependent to a large extent for its revenues 
and profits on Clive Mattock, who is entitled to leave the Group on six month's 
notice. Mr Mattock has indicated that he considers that his operations would 
benefit from being part of a larger group such as Astaire and has given an 
irrevocable undertaking to accept the Offer. 
DCA is dependent to a large extent on four qualified executives, in particular, 
Tony Rawlinson, James Caithie and Liam Murray. Shortly before the announcement 
by Astaire (formerly Blue Oar plc) on 16 April 2009 of a possible offer for the 
Company, the Company was about to publish a circular to Shareholders 
recommending the sale of DCA to a company owned beneficially by, inter alios, 
Tony Rawlinson, James Caithie and Liam Murray. However, once an approach from 
Astaire was received, the potential management buy-out of DCA was terminated. 
Tony Rawlinson resigned from the Board of the Company on 30 June 2009 and, 
unless otherwise agreed, will leave the Group on 31 October 2009. James Caithie 
and Liam Murray will leave the Group eight weeks after the Offer becomes 
unconditional as to acceptances, should it do so, unless otherwise agreed. 
In considering the terms of the Offer, the Directors have had regard to the 
dependence of the Company on key individuals who are responsible for many of the 
Group's key client relationships. 
Market conditions 
In considering the alternatives open to Shareholders, the Directors have also 
taken into account the risks facing the financial services sector in general and 
financial advisory and stockbroking businesses such as the Group. The historical 
financial performance of DCA has depended to a significant extent on the 
buoyancy and levels of activity of AIM. 
AIM market conditions have resulted in a number of AIM companies deciding to 
cancel their admission to AIM. Additionally, clients are keen to preserve cash 
and are seeking to reduce costs, including AIM related fees. Furthermore, the 
number of companies seeking a quotation on AIM has significantly reduced 
compared to previous years. As a result, the Group's business, in common with 
other specialist AIM advisers, has experienced a major downturn and the timing 
of the recovery is uncertain. 
As stated in the Chairman's statement in the Company's 2008 annual report, 
although DCA traded satisfactorily up to the end of 2008, trading conditions in 
the first 4 months of 2009 were significantly more challenging. Similarly, 
trading conditions remained harsh for DCS in the first quarter of 2009 with 
total income declining further. However, private client trading volumes have 
increased since mid March 2009. 
In making their recommendation, the Directors had regard to the risks facing 
smaller organisations such as the Group as compared to larger, better 
capitalised research-based companies. 
Future prospects 
On 22 May 2009, the Board stated that it believed the Astaire approach was 
opportunistic and undervalued Dowgate. The Directors continue to believe that 
the Offer does not fully reflect the potential future value of the Group, 
particularly if revenues and profits were to reach and grow beyond levels 
reached in 2007. 
However, in making their recommendation, the Directors recognise the risks 
attaching to the Group and the benefits of an immediate and more certain return 
that Shareholders would receive in cash should the Offer go unconditional as to 
acceptances, compared with the longer term and less certain prospects should 
Shareholders choose to retain their investment in the Company. 
Effect of the approach by Astaire 
The approach by Astaire has taken up significant management time and has forced 
the Group to incur substantial professional fees while the Directors have sought 
to negotiate an improved offer for Shareholders and to meet their obligations 
under the City Code. The Directors believe that these factors will have an 
adverse effect on the financial performance of the Group in the short to medium 
term. 
Share price performance and related considerations 
In October 2008, the Company's share price was 10.25 pence and fell to a low of 
3.0 pence per Dowgate Share in April 2009. Whilst it is possible that the 
Dowgate share price may in the future be worth more than the current value of 
the Offer, there is a risk that the share price may not increase for a 
considerable time, if at all. In addition, in making their recommendation the 
Directors have had regard to the following: 
 
 
  *  the Offer represents a premium of almost 150 per cent. over the closing price of 
  Dowgate Shares on 9 April 2009 (being the last Business Day before the 
  announcement by the Company that the Board had received an approach from a third 
  party regarding a possible offer for the Company); 
  *  the Offer also removes the risk of further share price deterioration resulting 
  from market conditions and potential losses within Dowgate; 
  *  there is limited trading and liquidity in Dowgate Shares; 
  *  as at 3 July 2009, Astaire owned or had received irrevocable undertakings to 
  accept the Offer in respect of 27.8 per cent. of Dowgate Shares; 
  *  as at 3 July 2009, Astaire held approximately 10.9 per cent. of Dowgate Shares. 
  If the Offer does not go unconditional as to acceptances, there is a risk that 
  Astaire could seek to dispose of its Dowgate Shares, which may put further 
  downward pressure on the share price; and 
  *  by accepting the Offer, Shareholders can dispose of their Dowgate Shares without 
  dealing costs. 
 
Alternatives available to the Group 
Although no formal sale process was undertaken, since the approach by Astaire, 
the Directors have received several other approaches for all or part of the 
Group. However, as at the date of this document, no firm offer has been received 
and all discussions have been terminated. 
Accordingly, in view of the challenging market conditions, the difficulty faced 
by many potential buyers in accessing finance and the lack of an alternative 
offer for the Company, should the Offer fail to go unconditional as to 
acceptances, there can be no certainty that an alternative offer would be 
forthcoming. 
5. Information on Astaire 
Astaire is the holding company of a group of businesses engaged in stockbroking 
and corporate advisory work. On 8 December 2008 an offer was announced for 
Astaire by Evolve Capital plc that led to Evolve Capital plc becoming the 
beneficial owner of approximately 65 per cent. of the Astaire shares in issue. 
As its major shareholder, Evolve Capital plc has instituted strategic and 
management changes within Astaire. 
Astaire announced its results for the year ended 31 December 2008 on 15 April 
2009. These included a loss before tax of GBP16.1 million and an underlying loss 
of GBP3.3 million before impairment of goodwill, share based payments, 
amortisation of intangibles and certain other costs, on turnover of GBP15.0 
million. As at that date, the Astaire Group had net assets of GBP20.1 million, 
including cash and cash equivalents of GBP13.6 million. 
Over the last 12 months, Astaire's share price has been as high as 13 pence in 
December 2008 and has fallen as low as 3.25 pence per share in February 2009. 
The Directors do not know how Astaire will perform in 2009 and beyond and cannot 
assess the value at which Shareholders could dispose of any New Astaire Shares 
they acquire. 
The Directors believe that Astaire enjoys similar opportunities and is subject 
to similar market risks as Dowgate. However, in addition to the effect of the 
general risks facing such businesses, including risks relating to regulatory 
approvals and authorisations, the Directors are unable to assess the effect that 
recent management changes and the public censure and fine on Astaire, announced 
on 22 June 2009, will have on its business. 
In order to enable it to assess the value of the Astaire securities offered 
under the Offer, the Company requested information from Astaire that it declined 
to provide. Accordingly, in making their recommendation, the Directors have only 
relied on publicly available information on Astaire. 
6. The Basic Offer and the Alternative Offer 
The Basic Offer comprises 30 pence in cash and 9 New Astaire Shares for every 10 
Dowgate Shares, which values the Group at GBP2.87 million, based on Astaire's 
closing share price of 4.75 pence on 6 July 2009, being the last practicable 
date prior to the date of this document. On the same basis, the Alternative 
Offer, which comprises 60 pence in cash and 3 New Astaire Shares for every 10 
Dowgate Shares, values the Group at GBP2.93 million. 
In the Offer Document Astaire stated its belief that there is an attractive 
market opportunity for companies that combine the provision of advisory and 
stockbroking services to smaller publicly listed companies and the institutions 
that invest therein, with the provision of wealth management and broking 
services to private clients. In that document, Astaire also articulated the 
reasons why it believes that it will prosper when markets recover. 
The future performance of a business is subject to risks and uncertainties. The 
price of Astaire securities can fall as well as rise and will depend on factors 
outside of the control of Astaire and there could be limited liquidity in the 
shares at the time that Shareholders seek to sell their New Astaire Shares. Even 
if Astaire prospers as its board anticipates and even if the price of its 
securities were to rise, there can be no certainty as to when, if ever, 
Shareholders will be able to sell their New Astaire Shares for more than the 
current price. 
Whether Shareholders should accept the Basic Offer or the Alternative Offer will 
depend upon their own investment objectives as well as other factors. The 
Directors give no recommendation as to whether Shareholders should accept the 
Basic Offer or the Alternative Offer and recommend that Shareholders seek their 
own independent financial advice when deciding between the two forms of 
consideration being offered. 
7. Astaire's intentions towards directors, management, employees and locations 
The Directors welcome the importance attached by Astaire to the skills and 
experience of existing Dowgate management and Astaire's statement that its 
current plans do not involve any change to the conditions and employment of 
Dowgate's employees and that their contractual rights will be fully safeguarded. 
They also welcome the present intention of Astaire to maintain Dowgate's current 
locations although recognise that this is subject to review. 
8. Irrevocable Undertakings 
On 22 May 2009, Astaire announced that it had received irrevocable undertakings 
to accept, or procure the acceptance of the Offer in respect of, in aggregate, 
6,667,281 Dowgate Shares, representing 16.9 per cent. of Dowgate Shares. 
As at the close of business on 3 July 2009, (being the last practicable date 
prior to the posting of this document), Astaire owned 4,316,794 Dowgate Shares, 
representing 10.93 per cent. of Dowgate Shares. Accordingly, Astaire already 
holds or has received irrevocable undertakings in respect of 10,984,075 Dowgate 
Shares representing approximately 27.8 per cent. of Dowgate Shares. 
9. Cancellation of Dowgate's AIM admission and compulsory acquisition 
The Offer is subject to a 90 per cent. acceptance condition. If the Offer 
becomes or is declared unconditional in all respects and if Astaire receives 
acceptances in respect of 90 per cent. or more of all Dowgate Shares which are 
subject to the Offer, it intends compulsorily to acquire the remaining shares. 
However, the 90 per cent. condition may be waived by Astaire, who may still seek 
to have cancelled the Company's admission to AIM. 
Shareholders should be aware that if they do not accept the Offer, there is a 
risk that they may hold shares in a company whose shares are no longer traded on 
a public market. The cancellation of the admission to trading of Dowgate Shares 
on AIM would significantly reduce the liquidity and marketability of any Dowgate 
Shares which are not acquired under the Offer and the Directors believe that 
their value would be likely to be materially and adversely affected as a 
consequence. 
10. The Directors' recommendation 
The Directors, who have been so advised by Grant Thornton, consider the terms of 
the Offer to be fair and reasonable. In providing such advice Grant Thornton has 
taken into account the commercial assessment of the Directors. 
 
 
Accordingly, the Directors unanimously recommend that you accept the Offer, as 
they intend to do in respect of their own beneficial holdings of, in aggregate, 
1,237,179 shares, representing approximately 3.13 per cent. of Dowgate Shares. 
However, the Directors express no opinion as to whether Shareholders should 
accept the Basic Offer or the Alternative Offer. Shareholders are recommended to 
seek their own independent financial advice when deciding whether to accept the 
Basic Offer or the Alternative Offer. 
Yours faithfully 
Ian Buckley 
Chairman 
DEFINITIONS 
 
 
+-------------------------------+------------------------------------------------+ 
| "AIM"                         | the market of that name operated by London     | 
|                               | Stock Exchange plc                             | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Astaire"                     | Astaire Group plc                              | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Astaire Offer" or "Offer"    | the offer to acquire Dowgate made by Astaire   | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Astaire Group"               | Astaire and its subsidiaries                   | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Board" or "Directors"        | the board of directors of the Company whose    | 
|                               | names are set out in paragraph 2 of Part 2 of  | 
|                               | this document                                  | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Business Days"               | a day (excluding Saturdays, Sundays and public | 
|                               | holidays) on which banks are generally open    | 
|                               | for business in the City of London             | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Dowgate Shares"              | ordinary shares of 7.5p each in the capital of | 
|                               | the Company,                                   | 
|                               | excluding shares held in treasury              | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "DCA"                         | Dowgate Capital Advisers Limited               | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "DCS"                         | Dowgate Capital Stockbrokers Limited           | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "City Code" or "Code"         | the City Code on Takeovers and Mergers         | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Company" or "Dowgate"        | Dowgate Capital plc                            | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "FSA"                         | the Financial Services Authority               | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Grant Thornton"              | Grant Thornton UK LLP                          | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Group"                       | the Company, DCA and DCS                       | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "New Astaire Shares"          | the new ordinary shares of 0. 1p each in the   | 
|                               | capital of Astaire to be issued pursuant to    | 
|                               | the Astaire Offer                              | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "PLUS"                        | the primary market operated by PLUS Markets    | 
|                               | plc                                            | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "Shareholders"                | holders of Dowgate Shares                      | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "the Offer Document"          | the Offer document issued by Astaire in        | 
|                               | respect of the Astaire Offer on 24 June 2009   | 
|                               |                                                | 
+-------------------------------+------------------------------------------------+ 
| "the Offer Period"            | the Offer period for the purposes of the Code, | 
|                               | which commenced on 14 April 2009               | 
+-------------------------------+------------------------------------------------+ 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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