Westhouse Holdings PLC Proposed Cancellation of Admission to AIM (3163V)

TIDMWHL

RNS Number : 3163V

Westhouse Holdings PLC

11 January 2013

11 January 2013

Westhouse Holdings plc

("Westhouse" or the "Company")

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

Irrevocable undertakings received in favour from Shareholders representing 75.44%, including Directors' 9.23%

The Board of Westhouse Holdings plc has concluded, after discussion with a number of its Shareholders and advisers, that it is in the best interests of the Shareholders to cancel the admission of the Ordinary Shares of the Company to trading on the AIM Market of the London Stock Exchange.

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the date of the proposed Cancellation.

To enable Shareholders to buy and sell Ordinary Shares, Westhouse plans to put in place a matched bargain trading facility which will operate after the publication of the annual and interim results.

The Cancellation is conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders at a General Meeting to be held on Monday, 4 February 2013.

Prior to making this announcement, the Board has sought the views of a limited number of large Shareholders regarding the Cancellation. As a result of that consultation, the Board has received irrevocable undertakings from Shareholders representing 75.44 per cent. to vote in favour of the Resolution. If the Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7:00am on Tuesday, 12 February 2013.

A notice convening the General Meeting and an accompanying letter from the Chairman ("the Circular") will be posted to Shareholders today and will be available on the Company's website. The information in this announcement has been extracted from the Circular without material adjustment.

Background and reasons for the Cancellation

2012 has been another tough year for corporate and institutional brokers as transaction and trading volumes remain at low levels and pricing remains under pressure. Against this background, the Board has successfully pursued a strategy of increasing its recurring income relative to its fixed cost base. This has been achieved in particular through the hiring of key individuals, the merger with Arbuthnot Securities Limited, a major enhancement of the research department and the establishment of a fixed income broking business.

Additionally the Board has taken a number of steps to reduce costs, in particular following the merger with Arbuthnot Securities Limited the head count has been reduced from 99 to 59. While the steps above have placed Westhouse on a sounder footing they have not, as yet, brought it to profitability.

Westhouse remains fortunate in having a supportive shareholder base that has demonstrated its commitment to 'building a broker in a bear market'. Those Shareholders have made it clear to the Company that they do not believe, in the near future, that market circumstances are likely to improve and that they would find it far easier to support the Company in the private arena to succeed in its longer term objective of becoming a profitable and vibrant business serving its corporate and institutional clients.

The trading volume in the Ordinary Shares has remained low at an average of 9,000 shares per day over the last twelve months. However, this volume was largely concentrated into several transactions which were effectively handled by the Company on a 'matched bargain' basis. The underlying liquidity in the Company's shares is extremely low and, in the opinion of the Directors, is likely to remain that way for the foreseeable future.

Admission of the shares to trading on AIM also imposes significant costs in both cash and management time on the Company and Cancellation therefore forms part of the on-going strategy of the Company to drive down costs.

Recommendation

The Directors consider that the Cancellation is in the best interests of the Company and its Shareholders as a whole and is most likely to promote the success of the Company for the benefit of its Shareholders. The Directors unanimously recommend that Shareholders vote in favour of the Resolution and will do so in respect of their own Ordinary Shares amounting to 9.23 per cent. of the Ordinary Shares in issue.

Expected timetable of events

 
 Posting of Notice of General                  11 January 2013 
  Meeting 
---------------------------------  --------------------------- 
 Latest time and date for receipt   11:00am on 1 February 2013 
  of Forms of Proxy 
---------------------------------  --------------------------- 
 Record date                        11.00am on 1 February 2013 
---------------------------------  --------------------------- 
 Time and date of General Meeting   11:00am on 4 February 2013 
---------------------------------  --------------------------- 
 Last day of dealings on AIM                  11 February 2013 
---------------------------------  --------------------------- 
 Cancellation becomes effective     7:00am on 12 February 2013 
---------------------------------  --------------------------- 
 

The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to shareholders by an announcement through a Regulatory Information Service.

Capitalised terms used in this announcement have the same meaning as in the Circular sent to Shareholders, dated 11 January 2013.

ENDS

For further information, please contact:

Westhouse Holdings plc

   Christopher Getley, Chief Executive                            Tel: [phone] 
   [e-mail]         www.westhousesecurities.com 

Smith & Williamson Corporate Finance Limited

   Azhic Basirov / David Jones                                       Tel: [phone] 
   [e-mail]                         www.smith.williamson.co.uk 

Cubitt Consulting

   Michael Henman                                                     Tel: [phone] 

About Westhouse:

Westhouse is a corporate and institutional stockbroking group with a particular sectoral expertise in investment funds, growth companies, oil and gas, mining, insurance, media and support services. Regionally the group's clients have significant exposure across Europe, Africa, Central Asia and China.

Westhouse is based in London and employs approximately 60 people. Westhouse Securities is authorised and regulated by the FSA, is a member of the London Stock Exchange, a NOMAD for AIM companies and a Sponsor for Official List companies.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLLFFTLLIILIV