Posting of admission document

 

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: [phone]           |          | 
| Hugh de Lusignan, Chief Executive Officer                 | Tel: [phone]          |          | 
| [e-mail]                            | www.sovgem.com                     |          | 
|                                                           |                                    |          | 
+-----------------------------------------------------------+------------------------------------+----------+ 
| Hanson Westhouse Holdings Limited                         |                                    |          | 
| William Staple, Chief Executive                           | Tel: [phone]           |          | 
| [e-mail]                           | www.hansonwesthouse.com            |          | 
|                                                           |                                    |          | 
+-----------------------------------------------------------+------------------------------------+----------+ 
| Nominated Adviser                                         |                                               | 
| Smith & Williamson Corporate Finance Limited              |                                               | 
| Azhic Basirov/Joanne Royden-Turner                        | Tel: [phone]                     | 
| [e-mail]                        | www.smith.williamson.co.uk                    | 
|                                                           |                                               | 
+-----------------------------------------------------------+-----------------------------------------------+ 
| Broker                                                    |                                               | 
| Hanson Westhouse Limited                                  |                                               | 
| Tim Metcalfe                                              | Tel: [phone]                      | 
| [e-mail]                          | www.hansonwesthouse.com                       | 
|                                                           |                                               | 
+-----------------------------------------------------------+-----------------------------------------------+ 
| Media enquiries:                                          |                                    |          | 
| Abchurch Communications Limited                           |                                    |          | 
| Henry Harrison-Topham/Charlie Jack                        | Tel: [phone]          |          | 
| [e-mail]                           | www.abchurch-group.com             |          | 
|                                                           |                                    |          | 
+-----------------------------------------------------------+------------------------------------+----------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ACQSFEFMUSUSEFI