West Pioneer Properties Limited Proposed cancellation of trading on AIM (8300A)

TIDMWPR

RNS Number : 8300A

West Pioneer Properties Limited

26 March 2013

 
Press release  26 March 2013 
 

West Pioneer Properties Ltd.

("WPR" or the "Company")

Proposed cancellation of trading on AIM and Bridgewell Proposal

The Company today announces that it intends to seek shareholder approval for the cancellation of admission of its Ordinary Shares to trading on AIM (the "Cancellation").

Under the AIM Rules, it is a requirement that any cancellation of admission to trading on AIM must be approved by not less than 75 per cent. of votes cast by shareholders voting in a general meeting. Accordingly, the Company is today sending to shareholders a circular and notice of general meeting (the "Circular") convening the general meeting to be held on 25 April 2013 ("General Meeting" or "GM") at which a special resolution will be proposed to approve the Cancellation, among others. The Circular will be available shortly on the Company's website at www.west-pioneer.com.

Strategy following the Delisting

Conditional on Delisting, the Board intends to undertake a corporate restructuring of the Group which, subject to regulatory approvals and favourable market conditions and if implemented successfully, would result in the Group being headed by an Indian company listed on a recognised stock exchange in India ("MergedCo"). It is the Board's intention that Shareholders will hold substantially the same percentage holding in the resulting Indian company, MergedCo, after Amalgamation as they do in West Pioneer prior to the Amalgamation. Further details of the strategy post Cancellation are set out below.

Bridgewell Proposal

Those Shareholders who do not wish to retain all or part of their holding in the Company can sell their Ordinary Shares at a price of 11 pence per Ordinary Share to the Bridgewell Parties under the Bridgewell Proposal. Bridgewell is a shareholder of Winmore, the Company's majority Shareholder, and is considered to be acting in concert with Winmore. Further details of the Bridgewell Proposal are set out below. The Bridgewell Proposal is conditional on approval of the Delisting at the GM. The Independent Directors' views on the Bridgewell Proposal are set out below. Any valid instructions to transfer Ordinary Shares received by the Bridgewell Parties' brokers prior to the close of the General Meeting will not be executed unless or until after the Resolutions are passed at the General Meeting.

If you wish to accept the Bridgewell Proposal from the Bridgewell Parties to purchase your Ordinary Shares, you should direct your broker to contact the Bridgewell Parties' brokers, Tony Tharian or Naseer Dean of Eden Financial at 88 Wood Street, London, E2 7QR, United Kingdom or on 0207 523 8000.

Irrevocables

The Company has received irrevocable undertakings from Shareholders who hold, in aggregate, 64,593,089 Ordinary Shares at the date of this document, representing 80.78 per cent. of the current issued ordinary share capital of West Pioneer, that they will (i) vote in favour of the Resolutions and (ii) not accept the Bridgewell Proposal. The irrevocable undertakings will lapse four months after the date they were each signed.

This means that, provided there is no unforeseen delay to the expected timetable of events, the Resolutions will be passed and that the Cancellation will occur.

Effect of cancellation

Following the Delisting, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value.

However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the Registered Office at CCS Management Limited, Sea Meadow House, Blackburne Highway, Road Town, Tortola, BVI.

Notice of General Meeting

The General Meeting will be held at the offices of Jones Day, 21 Tudor Street, London, EC4Y 0DJ, United Kingdom at 2.00 p.m. on 25 April 2013. Should the Cancellation be approved at the General Meeting, it is expected that it will take effect at 7.00am on Monday 13 May 2013.

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 
 Publication of this document                     26 March 2013 
 Latest time and date for receipt of Forms        Close of business on 
  of Instruction                                   22 April 2013 
 Latest time and date for receipt of Forms        2.00 p.m. on 23 April 
  of Proxy                                         2013 
 Date and time of General Meeting                 2.00 p.m. on 25 April 
                                                   2013 
 Expected last day for trading of the             10 May 2013 
  Ordinary Shares on AIM 
 Expected time and date that admission            7.00 a.m. on 13 May 2013 
  of the Ordinary Shares to trading on 
  AIM will be cancelled 
 Cancellation of Depositary Interests             17 May 2013 
 Transfer of Depositary Interests to the          24 May 2013 
  Ordinary Share register held by the Company's 
  Registrar 
 Termination of Ordinary Share register           24 May 2013 
  held by the Company's Registrar and transfer 
  to West Pioneer 
 

Notes:

   (1)        References to times in this document are to times in London unless otherwise stated. 

(2) Dates set against events that are expected to occur after the expected date of the General Meeting assume that the General Meeting is not adjourned and that the Resolutions are passed at the General Meeting.

(3) All of the above times and dates are subject to change at the Company's discretion. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service recognised by the London Stock Exchange.

(4) The Delisting requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

For further information:

 
 West Pioneer Properties Limited 
 Nitin Dattani, Executive Director     Tel: [phone] 
                                        0690 
 
   Shore Capital & Corporate Limited 
 Anita Ghanekar / Edward Mansfield     Tel: [phone] 
                                        4090 
 

Media enquiries:

 
 Abchurch Communications 
 Sarah Hollins / Joanne Shears      Tel: [phone] 
                                     7709 
 [e-mail]   www.abchurch-group.com 
 
 
      The following information is extracted from a circular to Shareholders 
       (the "Circular") expected to be posted today. 
 
       Proposed cancellation of admission to trading on AIM of the 
       Ordinary Shares 
       Part I: LETTER FROM THE CHAIRMAN WEST PIONEER PROPERTIES LTD. 
 
       INTRODUCTION 
       Earlier today, the Company announced that it intends to seek 
       Shareholder approval to cancel the admission of its Ordinary 
       Shares to trading on AIM. 
       The purpose of this letter is to set out the background to and 
       reasons for the Cancellation, provide additional information 
       on the implications of the Delisting for the Company and Shareholders 
       and set out why the Directors believe the Delisting to be in 
       the best interests of Shareholders as a whole and are seeking 
       Shareholders' approval at the General Meeting convened for this 
       purpose. The Notice of General Meeting is set out at the end 
       of this document. 
       Conditional on Delisting, the Board intends to undertake a corporate 
       restructuring of the Group which, if implemented successfully, 
       would result in the Group being headed by an Indian company 
       listed on a recognised stock exchange in India ("MergedCo"). 
       Those Shareholders who do not wish to retain all or part of 
       their holding in the Company can sell their Ordinary Shares 
       at a price of 11 pence per Ordinary Share to the Bridgewell 
       Parties under the Bridgewell Proposal. Bridgewell is a shareholder 
       of Winmore, the Company's majority Shareholder, and is considered 
       to be acting in concert with Winmore. The Bridgewell Proposal 
       is conditional on approval of the Delisting at the GM. The Independent 
       Directors' views on the Bridgewell Proposal are set out in Part 
       II below. 
       BACKGROUND AND Rationale for the proposed Delisting 
       West Pioneer was originally incorporated on 5 September 2006 
       and was admitted to trading on AIM on 13 December 2006 to pursue 
       construction opportunities in the growing organised retail and 
       leisure sector in India. Since Admission, the Company has developed 
       its site at Kalyan on the outskirts of Mumbai. A shopping mall 
       at the site was opened in April 2008 and the Directors intend 
       to expand the site by the addition of a residential development 
       of in excess of 800,000 square feet and commercial office space 
       of 68,000 square feet, resulting in a retail-led mixed use complex 
       of in excess of 1.3 million square feet. The Company has also 
       acquired two 17 acre sites in the tier II cities of Aurangabad 
       and Nashik. 
       The global financial crisis which commenced shortly after the 
       opening of the Kalyan Mall has had an impact on the Company. 
       The Company has also been operating during a period of difficulty 
       for the nascent Indian organised retail sector whilst large 
       scale construction projects in India have continued to remain 
       challenging. Despite an adverse operating environment, significant 
       progress has been made in meeting the Company's objectives. 
       Against this background, the Board has conducted a review of 
       the benefits and drawbacks to the Group retaining its listing 
       on AIM and maintaining its existing corporate structure. The 
       Board has concluded that it would be in the best interests of 
       Shareholders for the Company to seek cancellation of its Ordinary 
       Shares from trading on AIM. In undertaking this analysis, the 
       Directors have considered the following key factors: 
        *    Limited stock market appreciation of the Company's 
             business. 
 
 
        *    Liquidity in the Ordinary Shares has declined over 
             the past two years. This has been exacerbated by the 
             concentration of the Company's Shareholder base, with 
             62.8 per cent. of the Company's Ordinary Shares not 
             being held in public hands (as defined by the AIM 
             Rules). The resulting limited trading liquidity in 
             the Ordinary Shares is demonstrated by the fact that 
             in the calendar year to date there have only been 16 
             trades in the Company's Ordinary Shares totalling 
             GBP21,785.80 in value. 
 
 
        *    The costs and regulatory burden associated with 
             maintaining Admission. 
 
 
       STRATEGY FOLLOWING THE Delisting 
       It is the Board's intention, subject to the successful completion 
       of the Delisting, regulatory approvals and favourable market 
       conditions, to streamline the Group's corporate structure by 
       amalgamating the Company and its Mauritian subsidiaries, West 
       Brick Investment Limited and West Brick Properties Limited, 
       with an Indian registered company, yet to be identified ("ListCo"), 
       whose shares are listed for trading on a recognised stock exchange 
       in India (the "Amalgamation"). Pursuant to the proposed Amalgamation, 
       Shareholders retaining their Ordinary Shares would receive shares 
       in ListCo in exchange for their Ordinary Shares in a ratio to 
       be determined by independent valuations of West Pioneer and 
       ListCo prior to the Amalgamation. It is the Board's intention 
       that Shareholders will hold substantially the same percentage 
       holding in the resulting Indian company, MergedCo, after Amalgamation 
       as they do in West Pioneer prior to the Amalgamation. 
       The Group will continue to progress its existing developments 
       in Kalyan, Aurangabad and Nashik in India and look to pursue 
       similar mixed use development in tier II cities, where the Board 
       believes rapid growth and competitive land pricing is more achievable 
       than in established tier I cities and their suburbs. 
       In addition, following the Amalgamation, as an Indian company, 
       MergedCo would not be subject to the Indian foreign direct investment 
       regulations which to date have limited the Group to large construction 
       projects which can often take significant time to execute and 
       realise any returns. The Board believes the ability to invest 
       in smaller short term projects alongside existing and future 
       large construction projects could be beneficial to shareholders 
       of MergedCo. The Board believes that smaller short term projects 
       can reduce the risk for shareholders in MergedCo as smaller 
       land parcels are easier to source and can be completed comparatively 
       expeditiously, consequently reducing execution risk, the risk 
       of cost overruns arising from rising material prices and potentially 
       providing a quicker return on investments. 
       bRIDGEWELL PROPOSAL 
       As there will no longer be a market facility for dealing in 
       Ordinary Shares following the Cancellation, the Independent 
       Directors have discussed with the Board the provision of a cash 
       proposal to Shareholders to provide them with an opportunity 
       to realise their investment through a sale of their Ordinary 
       Shares. 
       Accordingly, the Bridgewell Parties have agreed to acquire Ordinary 
       Shares from any Shareholders wishing to sell their Ordinary 
       Shares. Under the Bridgewell Proposal, the Bridgewell Parties 
       will acquire such Ordinary Shares at a price of 11 pence per 
       Ordinary Share. The Independent Directors' views on the Bridgewell 
       Proposal are set out in Part II below. 
       The Bridgewell Proposal provides Shareholders with the opportunity 
       to either (i) retain their Ordinary Shares with the prospect 
       of, following the successful completion of the Amalgamation, 
       holding shares in a merged entity which can be traded on a recognised 
       stock exchange in India or (ii) receive 11 pence in cash per 
       Ordinary Share. 
 
       The Bridgewell Proposal is conditional upon the passing of the 
       Resolutions at the General Meeting. Any valid instructions to 
       transfer Ordinary Shares received by the Bridgewell Parties' 
       brokers prior to the close of the General Meeting will not be 
       executed unless or until after the Resolutions are passed at 
       the General Meeting. Subject to the passing of the Resolutions 
       at the General Meeting, the Bridgewell Parties have committed 
       to acquiring Ordinary Shares from Shareholders wishing to sell 
       up until 10 May 2013. 
       If you wish to accept the Bridgewell Proposal from the Bridgewell 
       Parties to purchase your Ordinary Shares, you should direct 
       your broker to contact the Bridgewell Parties' brokers, Tony 
       Tharian or Naseer Dean of Eden Financial at 88 Wood Street, 
       London, E2 7QR, United Kingdom or on 0207 523 8000. 
       Process for Delisting 
       In accordance with Rule 41 of the AIM Rules, the Company has 
       today notified the London Stock Exchange of the Delisting, giving 
       at least twenty Business Days' notice. Under the AIM Rules, 
       it is a requirement that any cancellation of admission to trading 
       on AIM must be approved by not less than 75 per cent. of votes 
       cast by shareholders voting in a general meeting. Accordingly, 
       the Notice of General Meeting set out at the end of this document 
       contains the Resolutions to approve the Cancellation and consequential 
       amendments to the Company's Articles of Association. 
       Subject to the Resolutions being passed at the General Meeting, 
       trading in the West Pioneer's Ordinary Shares will continue 
       on AIM for 10 Business Days after the General Meeting to provide 
       Shareholders wishing to sell their Ordinary Shares the opportunity 
       to take up the Bridgewell Proposal. If the Resolutions are approved, 
       it is expected that the Delisting will take effect at 7:00 a.m. 
       on 13 May 2013. 
       Effect of cancellation 
       Following the Delisting, there will be no market facility for 
       dealing in the Ordinary Shares and no price will be publicly 
       quoted for the Ordinary Shares. As such, holdings of Ordinary 
       Shares are unlikely to be capable of sale and will be difficult 
       to value. 
       However, while there can be no guarantee of any Shareholders 
       being able to purchase or sell any Ordinary Shares, any Shareholder 
       seeking to do so should contact the Company Secretary in writing 
       at the Registered Office at CCS Management Limited, Sea Meadow 
       House, Blackburne Highway, Road Town, Tortola, BVI. 
       If the Resolutions are passed and the Delisting becomes effective, 
       it is the intention of the Board to cancel the Company's CREST 
       facility so that Ordinary Shares may only be held in certificated 
       form. Those Shareholders who currently hold Ordinary Shares 
       in uncertificated form in CREST will, following the Delisting 
       becoming effective, be sent a share certificate for those Ordinary 
       Shares which were previously held in uncertificated form and 
       such share certificates will be despatched by 27 May 2013. 
       Upon the Delisting becoming effective, the Company will no longer 
       be required to comply with the rules and corporate governance 
       requirements to which companies admitted to trading on AIM are 
       subject, including the AIM Rules. The Company would not be bound 
       to announce material events or its annual or interim results. 
       Following the Delisting, while the Company will be required 
       to maintain such financial records as would enable the Company's 
       financial situation to be determined with reasonable accuracy, 
       such accounts will not need to be filed or provided to Shareholders, 
       and general meetings will be held at the discretion of the Company, 
       any requisitioning Shareholders or the Directors in accordance 
       with the Company's Articles of Association. 
       irrevocable undertakings 
       The Company has received irrevocable undertakings from Shareholders 
       who hold, in aggregate, 64,593,089 Ordinary Shares at the date 
       of this document, representing 80.78 per cent. of the current 
       issued ordinary share capital of West Pioneer, that they will 
       (i) vote in favour of the Resolutions and (ii) not accept the 
       Bridgewell Proposal. The irrevocable undertakings will lapse 
       four months after the date they were each signed. 
       This means that, provided there is no unforeseen delay to the 
       expected timetable of events, the Resolutions will be passed 
       and the Cancellation will occur. 
       city code 
       Although the Ordinary Shares are admitted to trading on AIM, 
       because the Company's registered office is in BVI the City Code 
       does not currently apply to the Company. Accordingly, the Company 
       is not subject to takeover regulation in the United Kingdom 
       under the City Code. Investors should be aware in particular 
       that the protections afforded to shareholders by the City Code 
       which are designed to regulate the way in which an offer by 
       a company to acquire shares in a listed company is conducted 
       will not be available, save to the extent that such protections 
       have been incorporated into the Company's Articles of Association. 
       TAXATION 
       If you are in any doubt about your tax position, and/or you 
       are subject to taxation in any jurisdiction outside the United 
       Kingdom, you should consult an appropriate authorised independent 
       financial adviser immediately. You should note that following 
       the Delisting the Ordinary Shares will no longer be quoted on 
       AIM or, until the successful completion of the Amalgamation, 
       on a recognised stock exchange in India. 
       General Meeting 
       Set out at the end of this document is the Notice of General 
       Meeting to be held at the offices of Jones Day, 21 Tudor Street, 
       London, EC4Y 0DJ, United Kingdom at 2.00 p.m. on 25 April 2013 
       at which the Resolutions will be put to Shareholders. 
       The purpose of the Resolutions is to approve both the Delisting 
       and the proposed amendments to the Articles of Association to 
       facilitate the Amalgamation and the Bridgewell Proposal. 
       It is proposed that the Company amend and restate its memorandum 
       and articles of association (the "Current M&As") with a new 
       form of memorandum and articles (the "Amended M&As") more suited 
       to a private company limited by shares which is not listed on 
       a recognised exchange. As a result of such amendment and restatement, 
       certain rights and obligations set out in the Current M&As will 
       not be replicated in the Amended M&As, including (without limitation) 
       the right of pre-emption on issues of shares; provisions relating 
       to depository interests and uncertificated shares; provisions 
       relating to disclosure of interests in shares; the requirement 
       to hold an annual general meeting; the provisions detailing 
       the conduct of general meetings will be simplified; the requirement 
       for Directors to retire by rotation; Directors may vote on transactions 
       in which they are interested and provided they have disclosed 
       their interests to the Company then those transactions will 
       be valid (and a general disclosure of interests will be valid 
       notice); provisions relating to the borrowing of money by the 
       Company will be simplified (giving the Directors the right to 
       incur borrowing and grant security on behalf of the Company 
       provided they are acting within the scope of their fiduciary 
       duties); the Company will not be required by law to appoint 
       a secretary; provisions relating to dividends will be simplified 
       (in that the Directors may declare and pay dividends provided 
       that they are satisfied that the Company will, immediately following 
       payment of the dividend, satisfy the solvency test set out in 
       section 56 of the BVI Business Companies Act, 2004); and the 
       equivalent provisions to those set out in Rule 9 of the City 
       Code regarding mandatory offers (which had, to a large extent, 
       been replicated in the Current M&As) will no longer be included 
       in the Amended M&As. 
       As Bridgewell is a shareholder of Winmore, and both companies 
       are ultimately controlled by the same persons, they are deemed 
       to be acting in concert with each other for the purposes of 
       the mandatory offer provisions incorporated into the Current 
       M&As. The removal of these provisions will therefore enable 
       the Bridgewell Parties to make the Bridgewell Proposal to Shareholders 
       without potentially triggering a requirement to make a mandatory 
       offer for the entire share capital of the Company. 
       Action to be taken 
       Enclosed with this document is a Form of Proxy. Whether or not 
       you propose to attend the GM personally, you are urged to complete 
       and return the Form of Proxy to Computershare Investor Services 
       (Jersey) Limited, C/O The Pavilions, Bridgwater Road, Bristol, 
       BS99 6ZY as soon as possible but in any event to be received 
       not later than 2.00 p.m. on 23 April 2013. 
       If you hold your interests in Ordinary Shares in the form of 
       Depositary Interests, you should either lodge your vote via 
       the CREST system or return the Form of Instruction sent to you 
       in accordance with the instructions printed thereon as soon 
       as possible but in any event to be received not later than close 
       of business on 22 April 2013. 
       The return of a Form of Proxy or Form of Instruction will not 
       preclude you from attending and voting at the GM in person should 
       you wish to do so. Shareholders who wish to attend in person 
       should contact Computershare Investor Services (Jersey) Limited, 
       C/O The Pavilions, Bridgwater Road, Bristol, BS99 6ZY in advance 
       to confirm what identity documents they should bring with them 
       and to complete a form of representation (available on request 
       from Computershare Investor Services (Jersey) Limited) if necessary. 
       Holders of Depositary Interests should contact the Registrar 
       at ![e-mail] to request a letter of 
       representation. 
       If you are in any doubt about the action you should take, you 
       are recommended immediately to seek your own financial advice 
       from your stockbroker, bank manager, solicitor, accountant or 
       other independent financial adviser authorised under the Financial 
       Services and Markets Act 2000, if you are in the United Kingdom, 
       or if not, from another appropriately authorised independent 
       financial adviser. 
       Recommendation to Shareholders 
       The Directors are of the opinion that the Delisting is in the 
       best interests of the Company and its Shareholders as a whole 
       and unanimously recommend that Shareholders vote in favour of 
       the Resolutions to be proposed at the GM as they and persons 
       connected with them have irrevocably undertaken to do in respect 
       of their own beneficial holdings which amount in aggregate to 
       51,683,653 Ordinary Shares representing 64.64 per cent. of the 
       issued Ordinary Shares. 
       In addition, and as mentioned above, the Company has also received 
       irrevocable undertakings to vote in favour of the Resolutions 
       in respect of a further 12,909,436 Ordinary Shares, representing 
       16.14 per cent. of the issued Ordinary Shares. When taken together 
       this amounts in aggregate to 64,593,089 Ordinary Shares representing 
       80.78 per cent. of the issued Ordinary Shares. 
       PART II: LETTER FROM THE INDEPENDENT DIRECTORS WEST PIONEER 
       PROPERTIES LTD. 
 

As set out in the letter from the Chairman of West Pioneer in Part I above, the Company has announced that it intends to seek Shareholder approval to cancel the admission of Ordinary Shares to trading on AIM. The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. The Company has received irrevocable commitments from over 75 per cent. of its Shareholders to vote in favour of the Resolutions to cancel the admission of Ordinary Shares to trading on AIM. Shareholders should, therefore, expect the Resolutions to be passed, provided there are no unforeseen delays to the expected timetable of events.

As there will no longer be a market facility for dealing in Ordinary Shares following the Cancellation, the Independent Directors have discussed with the Board the provision of a cash proposal to Shareholders to provide them with an opportunity to realise their investment through a sale of their Ordinary Shares.

Accordingly, the Bridgewell Parties have agreed to acquire Ordinary Shares from any Shareholders wishing to sell their Ordinary Shares at a price of 11 pence per Ordinary Share.

Factors for consideration by Shareholders in evaluating the Bridgewell Proposal

In order to assist Shareholders in their assessment of the Bridgewell Proposal, the Independent Directors have taken advice from India Advisory Partners Limited. In providing advice to the Independent Directors, India Advisory Partners Limited has relied upon the commercial assessments of the Independent Directors.

   1.1        Arguments for not accepting the Bridgewell Proposal 

Price

The price of 11 pence per Ordinary Share under the Bridgewell Proposal represents a premium of approximately 29.4 per cent. to the Closing Price of 8.50 pence per Ordinary Share on 25 March 2013 (being the last Business Day before publication of this document, and a premium of approximately 16.8 per cent. to the average price of approximately 9.42 pence per Ordinary Share over the 12 months preceding 25 March 2013.

The Bridgewell Proposal price represents a discount of approximately 75.88 per cent. to West Pioneer's current net asset value of 45.6 pence per Ordinary Share as at 30 September 2012.(1)

Consequently, there may be further significant value in West Pioneer that is not reflected in the Bridgewell Proposal price, particularly in relation to West Pioneer's development pipeline and ability to capture additional opportunities leveraging its reputation and main Shareholders' support. By accepting the Bridgewell Proposal, Shareholders will not have the opportunity to benefit from any future uplift in value and any consequent capital returns to Shareholders.

Amalgamation and future potential listing on a recognised stock exchange in India

Subject to the successful completion of the Amalgamation, Shareholders will become shareholders in MergedCo, which will be listed on a recognised stock exchange in India. Acceptance of the Bridgewell Proposal will therefore preclude Shareholders from potentially becoming shareholders in MergedCo and participating in any potential rise in the MergedCo share price as a result of greater investment opportunities available to the Group including smaller, short term projects, which were previously unavailable to it as a result of the foreign direct investment regulations, which the Board believes could generate faster and higher returns for Shareholders. Shareholders should note that share prices can go down as well as up.

(1) Net asset value in pence per Ordinary Share is calculated from the Company's net assets as at 30 September 2012 of $55.4 million using an exchange rate of $1:GBP0.6581 as quoted by Bloomberg at 11.00 a.m. (London time) on 22 March 2013 (the latest practicable date prior to publication of the Circular).

   2.2        Arguments for accepting the Bridgewell Proposal 

Cash exit

The Bridgewell Proposal provides a certain cash exit for Shareholders in the near term and would eliminate the investment risks and uncertainties associated with holding Ordinary Shares. The ability to realise West Pioneer's assets and the value at which they could be realised is uncertain and dependent upon various factors, including (i) the success of the Amalgamation; (ii) the marketability of such assets; (iii) the availability and pricing of similar assets in the market; and (iv) the economic environment in India.

Impact of Cancellation

Upon the Delisting becoming effective, the Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

Controlling Shareholder

Shareholders retaining their stake will, until the implementation of the Amalgamation, be shareholders in a private company controlled by Winmore and its concert parties who will be able to control the operational decisions of the Company.

As at the date of this document, Winmore holds 62.55 per cent. of the issued share capital of West Pioneer. As a result of the Bridgewell Proposal, Winmore and its concert parties, including Bridgewell, may become interested in over 75 per cent. of the issued share capital of West Pioneer, enabling them to pass special resolutions of West Pioneer including the passing of amendments to West Pioneer's Articles of Association to affect the rights attaching to Ordinary Shares.

Liquidity

The Ordinary Shares have been largely illiquid over the past two years and if Shareholders do not accept the Bridgewell Proposal it is possible that they might be unable to sell their Ordinary Shares. Additionally, even if the Amalgamation is completed successfully, Shareholders may not be able to realise their MergedCo shares at a price equivalent to that available under the Bridgewell Proposal for some time, if at all.

Implementation and success of future strategy

There is no guarantee that the Amalgamation will be implemented successfully or at all, or that such plans will produce any future returns for Shareholders. There is no assurance that the Amalgamation will be implemented as currently contemplated in a timely fashion or at all.

If the Amalgamation is not successful or circumstances otherwise change, the Board's future plans for the Group cannot be certain. Should Winmore and its concert parties decide to finance the Group's future business by means of equity finance, this may result in significant dilution of minority Shareholders, save to the extent that they are able to take up any Ordinary Shares offered on a pre-emptive basis.

Position of the Independent Directors

Hugh Sandeman, the only Independent Director who holds Ordinary Shares, intends, based on his own personal circumstances, to retain his beneficial holding of 50,000 Ordinary Shares, representing approximately 0.06 per cent. of the entire issued ordinary share capital of West Pioneer and has signed an irrevocable undertaking to not accept the Bridgewell Proposal. This decision is based on Mr. Sandeman's personal investment preferences and should not be interpreted as a reflection on the Bridgewell Proposal.

Opinion of the Independent Directors

The Independent Directors consider that the Bridgewell Proposal undervalues Ordinary Shares as evidenced by the discount of approximately 75.88 per cent. to West Pioneer's estimated net asset value of 45.6 pence per Ordinary Share as at 30 September 2012.(2) The Independent Directors do, however, recommend that those Shareholders who wish to sell their Ordinary Shares accept the Bridgewell Proposal. The Independent Directors suggest that Shareholders should carefully consider their own individual circumstances in determining whether or not they should accept the Bridgewell Proposal.

There may be other factors relevant to the personal circumstances of Shareholders which each Shareholder needs to consider before deciding whether the Bridgewell Proposal merits acceptance in whole or in part. IF YOU ARE IN ANY DOUBT ABOUT THE BRIDGEWELL PROPOSAL OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM, OR IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

(2) Net asset value in pence per Ordinary Share is calculated from the Company's net assets as at 30 September 2012 of

$55.4 million using an exchange rate of $1:GBP0.6581 as quoted by Bloomberg at 11.00 a.m. (London time) on 22 March 2013 (the latest practicable date prior to publication of the Circular).

This information is provided by RNS

The company news service from the London Stock Exchange

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