For immediate release 22 August 2014
General Industries plc (“General Industries” or “the Company”)
Admission to the Official List by way of Standard Listing and to trading on the London Stock Exchange’s main market for listed securities
The Company has been formed to undertake an acquisition of a target company or business, and on 24 June 2014, pursuant to the Subscription, 9,299,999 Subscription Shares were issued conditional on Admission, at a price of 10 pence per share to Subscribers,
A prospectus has been published by the Company today (“the Prospectus”) and application has been made for the Ordinary Shares to be admitted to the Official List by way of a Standard Listing and to trading on the main market of the London Stock Exchange, and Admission is expected to become effective on Thursday 28 September 2014. The Prospectus will be available on the Company’s website, or from the offices of the Company at 56 Station Road, Egham, Surrey TW20 9LF. It will also be available from the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
Background and Strategy
The Company was incorporated on 9 April 2014 with an issued share capital of £50,000 divided into 50,000 Founder Shares of £1.00 each which were allotted to J R Wollenberg. On 29 May 2014 the Company subdivided each Founder Share into 20 Ordinary Shares of £0.05 each. On that date, the Company issued and allotted to J R Wollenberg an additional Founder Share for a subscription price of £30,000.08, such that the aggregate subscription price paid by Mr Wollenberg for the 1,000,001 shares then held by him was £0.08 per share. On the same date, Mr Wollenberg then transferred 360,000 Founder Shares to D M Joseph and 90,000 Founder Shares to D A Whitaker in each case at a price of £0.08 per Ordinary Share. On 24 June 2014, pursuant to the Subscription, 9,299,999 Subscription Shares, were issued conditional on Admission, at a price of 10 pence per share to Subscribers, such investors to include the Founders.
The Company has never traded and, save as set out in the Prospectus, has not entered into any significant transactions or financial commitments.
The Company owns no assets other than cash on bank deposit representing sums subscribed by members for shares in the Company.
The Company’s Strategy
The Directors are currently investigating a number of opportunities to acquire a business which requires further funding for expansion in conjunction with a public quotation for its shares on terms which should prove beneficial to existing shareholders, management, employees and shareholders of the business being acquired. The Directors may also consider a series of acquisitions within a specific business sector where businesses of the same nature would benefit from a group structure.
Whilst the Directors intend to adopt a flexible approach in considering acquisitions, the Directors currently intend to investigate potential targets in the services sector. 2
The Directors intend to consider businesses that provide support services to enable other businesses, either public or private, to carry out their activities in a more efficient manner. The services sector includes
inter alia outsourcing businesses, professional services, project managers, recruitment and HR businesses and distribution and marketing enterprises.
Principal factors which will be considered in relation to any potential acquisition target are:
- a strong management team
- a platform of turnover and profitability from which to expand both organically and through acquisition.
- scope for further growth
- owners of the business being acquired taking part or all of the consideration in new shares issued by the Company
- employees capable of being rewarded and incentivised by equity participation.
It is likely that the target business will be based in the United Kingdom.
If the Directors consider it impractical to achieve these aims, shareholders will be consulted as to the future strategy of the Company
As set out more fully below, all the Directors have been involved in either private or public companies either partially or totally involved in the services sector. Initially the Directors will review the relevant segments of the services sector to identify potential targets and will use their contacts to initiate discussions. When a realistic opportunity is identified, a more formal process will commence using the Company’s team of professional advisors. The Directors would also use their personal networks and their professional advisors to invite prospective partners to come forward.
Prospective shareholders should be aware that any investment in the Company may need to be for the long term in order to obtain the benefit of the Directors’ strategy as set out above. The Directors have subscribed for shares as a long term investment and will not dispose of their holdings for at least twelve months following Admission.
It is likely that any acquisition will be treated as a reverse takeover, requiring the consent of shareholders and an application for the enlarged Company to have its shares admitted to the main market of The London Stock Exchange or be admitted to any other appropriate stock market. Such an acquisition is likely to result in the vendor or vendors of the business acquired holding a substantial part of the enlarged equity and its management comprising a majority of the Board.
The Company intends to be an active rather than a passive investor in respect of any acquisition. It is currently the intention of the Directors to make one acquisition initially, however, the strategy of the acquired company or business may involve itself making further acquisitions, which may be made by the Company and which may themselves involve the issue of further Ordinary Shares either to vendors or to investors to fund such acquisitions.
Pending completion of the Acquisition, the Company’s cash resources will be placed on an interest bearing deposit account or invested in short term money market instruments.
Shareholders will be kept informed on a regular basis as to the progress of Acquisitions. It is the intention of the Directors that in the event no Acquisition has been completed within 3 years the shareholders will be consulted as to the on-going direction and activities of the Company.
The Directors intend, so far as possible given the Company’s size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time, however, the Board comprises 3 members, none of whom is a full time executive, and there are no employees other than the Directors. As soon as the Company’s business has developed sufficiently, the Directors intend to establish an audit committee and a remuneration committee comprising a majority of non-executive directors. It is the Directors’ intention to waive their annual fees in the first six months.
Details of the share capital
As at 2 June 2014, the Company had, at that date, an issued share capital of £50,000.05, comprising 1,000,001 fully paid Ordinary Shares of 5p each, issued at an average of 8p per Ordinary Share. Since that date a further 9,299,999 new Ordinary Shares have been issued and conditionally allotted by the Company to the Founders and other investors at a price of 10 pence per Ordinary Share.
The funds available to the Company on Admission will be used initially to allow the Directors to carry out due diligence on potential acquisition targets, to meet the professional costs associated with Admission and the completion of such acquisitions, to pay all or part of any cash element of any consideration agreed to be paid and to provide working capital for the Company and any businesses acquired.
Following Admission the Directors will have invested a total of £315,000 and will retain their shareholdings (amounting to a total of 3,350,001 Ordinary Shares or 32.52 per cent of the issued share capital of the Company) for a minimum period of 12 months from the date of admission, subject to the Listing Rules. As an incentive to the Directors to achieve the Company’s strategy, they have been issued with options to subscribe for Ordinary Shares at 10 pence per share at any time up to 5 years from issue.
Subscriptions for new Ordinary Shares have, to date, raised £930,000 before expenses. Expenses of the Admission, which are payable by the Company, are estimated in total at £44,795 inclusive of VAT. The net proceeds of the issue of new Ordinary Shares are therefore estimated at £885,205.
Admission to trading on the Official List
The Directors have applied for the Ordinary Shares to be admitted to the Official List of the UKLA by way of a Standard Listing and to trading on the Main Market of the London Stock Exchange. Dealings in the Ordinary Shares are expected to commence on 28 August 2014, and copies of the Prospectus will be available to the public, free of charge, from the Company’s registered office for a period of 14 days from the commencement of dealings.
Each of the Directors has agreed not to dispose of any interest in Ordinary Shares held by him on the date of Admission within a period of twelve months following Admission, save in the event of an intervening court order, a takeover becoming or being declared unconditional, or the death of the Director.
Details of the Directors and their backgrounds are as follows:
John Richard Wollenberg, Chairman (date of birth 28 August 1948, aged 65)
Mr Wollenberg is Chairman and Chief Executive of the Cardiff Property PLC, a quoted property investment and development company. Since his appointment in 1981 he has substantially increased the asset base of the company. Over the past 25 years he has been actively involved in numerous corporate acquisitions, mergers and capital reorganisations of public and private companies, very many of which were in the services sector and to include the HACAS Limited transaction as set out below. Between 1981 and 1996 he was an investment consultant with Brown Shipley Stockbroking Ltd. Mr Wollenberg has considerable experience and an excellent track record of admitting investment vehicles to the market and then negotiating successful reverse takeovers by them. Some of the transactions he has successfully negotiated are :
In January 1997, as chairman of BDA Holdings PLC he successfully completed a reverse takeover of Edge Properties PLC subsequently acquired by Grantchester plc;
in 1998, following the admission of an investment vehicle to market he negotiated the reverse takeover of HACAS Limited, a social housing consultancy subsequently taken over in 2003 by Tribal plc;
in 2000, again following the admission of an investment vehicle to market he successfully negotiated the acquisition, by reverse takeover, of Celltalk Limited, a mobile phone provider. The company was restructured in 2006 and, again by reverse takeover, acquired Kiwara Resources Limited, a mining exploration company which was subsequently taken over in 2011 by First Quantum Minerals.
in 2006, again following the admission of an investment vehicle to market he was instrumental in the acquisition, by reverse takeover, of ImmuPharma AG, a pharmaceutical and research development group currently quoted on AIM;
in 2011 again following the admission of an investment vehicle to market he negotiated the acquisition, by reverse takeover, of Galileo Resources Limited, a mining exploration company, currently quoted on AIM of which he remains a director.
Derek Maurice Joseph, Non-Executive Director (date of birth 10 December 1949, aged 64)
Mr Joseph has extensive experience in the services sector and was the Managing Director for over 25 years of HACAS Group plc a quoted consultancy company providing services including outsourcing to companies, to Local Authorities, Housing Associations and Charities.
The HACAS group grew through a series of acquisitions and organic growth and in 2003 Mr Joseph successfully negotiated the sale of HACAS to Tribal Group plc, a company listed on the Main List for an approximate consideration of £45 million. Following the sale of HACAS, he was a director of the Treasury Services Consultancy. He is now a part-time 5
executive director of Altair Consultancy and Advisory Services Limited and involved in major funding and private sector facing consultancy. Recent transactions included a negotiation of the sale of an education services company to Capita plc.
Derek acts as a non-executive and part-time executive director of a number of property, financial and business incubator companies. These include Basepoint, a major provider of enterprise centres throughout the South East and Midlands, a quoted company where he led a refinancing and return to the private sector. Included in this portfolio is being Chairman of MESH Ltd, a joint venture vehicle developing and marketing packages for the management of broadband and telephone systems for business centres. He is Chair of A2Dominion Group, one of the largest housing associations owning and managing over 38,000 homes, and a Trustee of the London Housing Foundation and the Theatre Royal Stratford East.
David Arthur Whitaker, Finance Director (date of birth 23 June 1949, aged 65)
David is Chartered Accountant. After qualifying with Deloitte, Leeds, in 1973 he joined Johnson & Firth Brown plc in Sheffield as Group Accountant. In 1977 he was appointed as International Financial Controller of Unicorn Industries Diamond Group, taking financial responsibility for thirty-four companies in fourteen countries.
In 1984 David was appointed Finance Director and then Managing Director of Windsor Television, one of the first eleven of the cable television franchise holders to begin operation. David steered Windsor to become a successful franchise. In 1988 he was appointed Group Managing Director of Cable North West, a group of franchises in the North West of England.
From 1990 David has acted as a consultant to several well-known clients. He joined The Cardiff Property plc in October 1997 as Finance Director and Company Secretary. David brings a wealth of experience of public companies and has extensive corporate experience and knowledge of the services sector. He remains a director of his own consultancy company.
The Company’s Articles of Association permit the Company to issue shares in uncertificated form in accordance with the Uncertificated Securities Regulations 1995.
The Board resolved on 22 August 2014 to make such arrangements as are necessary for the title to the Ordinary Shares, in issue or to be issued, to be transferred by means of a relevant system in accordance with the provisions of the Uncertificated Securities Regulations 1995. The relevant provision of the Company’s Articles of Association relating to shares held in uncertificated form will become effective prior to CRESTco Limited granting permission for the Ordinary Shares concerned to be transferred by means of the CREST system.
Initial dividend policy
The objective of the Directors is the achievement of substantial capital growth. In the short term they do not intend to declare a dividend. 6
Use of Proceeds
The gross proceeds of the Subscription together with the funds raised through the subscription for the Founder Shares will be used to pay the expenses of the Subscription and Admission and further the Company’s objective of making one or more Acquisitions. as stated above, in making any Acquisition the Company will focus on the acquisition of controlling interests in companies, businesses and/or assets in the services sector.
The Company’s intention is to use the Net Proceeds to fund the due diligence and other transaction costs in respect of whatever is necessary of the Acquisition. This due diligence will include a legal, financial, technical and operational evaluation of the Acquisition. . As it is anticipated that the Acquisition will be made primarily for the issue of further Ordinary Shares, the Board considers that the Net Proceeds are sufficient to cover both the expenses and any amounts payable for consideration in cash.
Richard Wollenberg, Chairman, General Industries on
Roland Cornish, Beaumont Cornish Limited, Financial Advisor on
020 7628 3396
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Prospectus 22 August 2014
Admission and commencement of dealings in Ordinary Shares 8.00am on 28 August 2014
Delivery of Ordinary Shares into CREST 8.00am on 28 August 2014
Ordinary Share certificates despatched by 4 September 2014
All references to time are to London time unless otherwise stated.
Total number of Founder Shares unconditionally issued pre-Admission 1,000,001
Total number of Subscription Shares issued conditional on Admission 9,299,999
Total number of Ordinary Shares in issue following 10,300,000
Price per Subscription Share 10 pence
Estimated Proceeds of Subscription receivable by the Company Approximately £930,000
Estimated Admission Costs Approximately £44,795
Estimated Net Proceeds of Subscription receivable by the Company Approximately. £885,205 7
The following definitions apply throughout this document, unless the context requires otherwise.
“Act” the Companies Act 2006 (as amended)
“Acquisition” means the initial acquisition by the Company or by any subsidiary thereof of a company or an interest in a Company or business as described in “Part I – The Company’s Strategy”.
“Admission” the admission of the Ordinary Shares to trading on the Main Market becoming effective
“Board” or “Directors” the directors of the Company
“Adviser” or “Beaumont” Beaumont Cornish Limited a member of the London Stock Exchange and authorised and regulated in the conduct of investment business by the Financial Conduct Authority
“Change of Control” following the Acquisition, the acquisition of Control of the Company by any person or party (or any group of persons or parties who are acting in concert);
“City Code” The City Code on Takeovers and Mergers
“Company” or “General Industries” General Industries plc
“Control” an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control.
“Directors” J R Wollenberg, D M Joseph and D A Whitaker
“Directors’ Letters of Appointment” the letters of appointment for each of the Directors, details of which are set out in Part V of this document
“Director Options” the options granted to the Directors pursuant to the terms of the Option Deeds, details of which are set out in Part V of this document
“Enlarged Share Capital” the issued share capital of the Company following the Subscription
“Executive Directors” J R Wollenberg and D A Whitaker
“FCA” the UK Financial Conduct Authority
“FSMA” The Financial Services and Markets Act 2000
“Founders” John Richard Wollenberg, Derek Maurice Joseph and David Arthur Whitaker
“Founder Shares” the 1,000,001 Ordinary Shares which were subscribed for by Richard Wollenberg and which are held by the Founders as at the date of this document as set out in paragraphs 2.1 and 2.10 of Part V of the Prospectus