RNS Number : 6278Y
Watermark Group PLC
08 July 2008
Watermark Group plc
Proposed capital restructuring
Watermark, a provider of in-flight catering and products to the airline, travel and hospitality industries, is pleased to announce that
following its announcement of 31 March 2008 of its wholly owned subsidiary, Air Fayre, signing a partnership agreement with United Airlines,
it has conditionally raised approximately �9.0 million (approximately �8.0 million net of expenses) by way of a placing of new Ordinary
Shares with the Underwriters and institutional and other investors.
Highlights include:
* KBC Peel Hunt has conditionally placed approximately 20.0 million Placing Shares at the Placing Price with institutional and other
investors raising approximately �1.5 million before expenses;
* the Underwriters have conditionally subscribed for approximately 100.0 million Placing Shares at the Placing Price raising
approximately �7.5 million before expenses;
* Conversion of the Bonds will result in a reduction in Group indebtedness;
* conditional issue of approximately 6.2 million Warrants to the Bondholders with an exercise price of 15 pence per new Ordinary
Share;
* the net proceeds of the Placing are to be applied to part finance the United Contract, to offset the Company's repayment
obligations under the Term Loan and to provide additional Group working capital and balance sheet strength;
* the initial start up phase of the development of the hub in LAX has commenced;
* the hub in LAX is expected to begin servicing United Airlines from late 2008; and
* the Board proposes transfer of the company's shares to AIM.
Stephen Yapp, Chairman of Watermark, commented:
"This restructuring will be a major step forward in our strategy for turning around the Company's prospects.
"The steps we have taken, including the new management structure and continuing operational restructuring, are beginning to show
positive results. Qantas' intention to renew its contract with Air Fayre for a further three years demonstrates its confidence in the
changes we have made and underlines our achievements to date whilst the United contract, is of particular importance to the future of the
business as it fulfills a core aspect of Air Fayre's strategy, demonstrating both the transferability and scalability of its business
model."
Importance of Vote
Should Shareholders not approve Resolutions 1-5 (inclusive) at the EGM in order to allow the Conversion of the Bonds, the Placing and
the issue of the Warrants, then the Board believes that the Company would:
* be in fundamental breach of its bank facilities and would need to seek an immediate waiver of such breach. Failure to receive such
waiver could mean that the Company's bank facilities may be withdrawn and the Company would then become insolvent. The Directors currently
believe that its lenders would be unlikely to grant such waivers and shareholders should note that there can be no guarantee that the
Company would be able to obtain such waiver from its lenders; and
* not have sufficient working capital for its present requirements, including the funding of the United Contract, and would need to
seek immediate alternative sources of financing in order to meet its commitments. The Company currently does not have any alternative
sources of finance available to it and the Directors currently believe that the Company would be unlikely to be able to obtain alternative
sources of financing or, alternative sources of financing on acceptable terms.
For further information, please contact:
Watermark Group plc Tel: +44 (0) 20 8606 2000
Stephen Yapp, Executive Chairman
KBC Peel Hunt Ltd Tel: +44 (0) 20 7418 8900
Oliver Scott
David Anderson
Tavistock Communications Tel: +44 (0) 20 7920 3150
Jeremy Carey
Matt Ridsdale
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any
securities or investment advice in any jurisdiction.
This announcement may contain forward-looking statements, including, without limitation, statements containing the words 'believes',
'anticipates', 'expects', and similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors
which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. The Company disclaims
any obligation to update any such forward-looking statements in this announcement to reflect future events or developments.
KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively
for Watermark Group plc and for no one else in relation to the matters described in this announcement and will not be responsible to anyone
other than Watermark Group plc for providing the protections afforded to clients of KBC Peel Hunt Ltd or for providing advice in relation to
the contents of this announcement. No representation or warranty, express or implied, is made by KBC Peel Hunt Ltd as to any of the contents
of this announcement and, without limiting the statutory rights of any person to whom this announcement is issued, no liability whatsoever
is accepted by KBC Peel Hunt Ltd for the accuracy of any information or opinions contained in this announcement or for the omission of any
material information. KBC Peel Hunt Ltd will not be offering advice and it will not otherwise be responsible for providing customer
protections to recipients of this announcement in respect of the Placing.
The Placing Shares referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (the
"Securities Act") and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States, the United Kingdom or
elsewhere. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. The
Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other
regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of this offering. Any representation to the
contrary is unlawful.
Introduction
On 31 March 2008, the Board announced (i) that Air Fayre, its wholly owned subsidiary, had signed the United Contract; (ii) proposals to
create a solid capital structure for the Company through a refinancing conditional on Shareholder approval; and (iii) that it was
considering the possibility of moving the trading of the Ordinary Shares to AIM.
The Board considers the capital structure of the Company, including the continuing existence of the Bonds, to be inappropriate and is
proposing the following actions in order to take advantage of the United Contract and to grow the business in the future:
* the proposed Placing;
* the Conversion of the Bonds;
* the issue of the Warrants; and
* the proposed Transfer to AIM.
United Contract
On 31 March 2008 Air Fayre signed a partnership agreement with United Airlines, one of the largest global airlines, to provide logistics
to manage all of United Airlines' on-board catering requirements at LAX. The Directors estimate that, based on the current flight schedule,
the United Contract will generate revenues of approximately $25 million per annum.
The seven year contract with United Airlines will serve all of United Airlines' international and domestic flights at LAX from late
2008. United Airlines currently flies five international and 86 domestic flights per day from LAX which the Directors expect to decrease to
four international and 76 domestic flights per day from LAX in the near future, which would lead to a reduction in the expected revenues to
$23 million per annum. The Directors believe that the Air Fayre business model will ensure that United Airlines and its customers receive
superior quality, service and flexibility, all of which are key requirements for United Airlines when it selects its strategic service
providers.
The contract with United Airlines will be administered through a newly incorporated US subsidiary. A project team has been established
together with a detailed project plan setting out the required workstreams. With the support of specialist consultants, Air Fayre has
commenced the initial start up phase of the development and is expected to begin servicing United Airlines in Los Angeles from late in 2008.
It has recently leased a 51,000 sq ft facility in Los Angeles and a construction contract has been entered into for the fit-out of the
facility. The specialised vehicles required for the deliveries of catering supplies to United Airlines' aircraft have been ordered. Measures
are now in progress to recruit the required senior management team.
In order to fulfil its obligations under the United Contract, the Group requires the use of a fleet of specialist trucks and other fixed
assets. The Directors are confident that the Group will be able to lease these assets although such arrangements have not yet been entered
into.
It is the Directors' intention that Air Fayre's initial costs for setting up the facility in Los Angeles and providing it with working
capital will in part be financed by the net proceeds of the Placing.
The United Contract represents a significant step in Air Fayre's strategic roadmap. Transferring the model used for the Group's
Heston-based operation to additional international locations is a core part of the Air Fayre strategy. The Directors believe that the United
Contract demonstrates both the transferability and scalability of Air Fayre's business model.
Reasons for and details of the Placing
The Company is proposing to raise in total approximately �9.0 million before expenses (�8.0 million net of expenses) by means of the
Placing.
As part of the Placing, and pursuant to the terms of the Placing Agreement, KBC Peel Hunt, as agent for the Company, has agreed
conditionally to place up to 20,000,000 new Ordinary Shares with investors procured by it at the Placing Price and, to the extent that any
such new Ordinary Shares are not otherwise subscribed, to subscribe itself for such new Ordinary Shares at the Placing Price. In addition,
as part of the Placing, the Underwriters have conditionally agreed to subscribe, in aggregate, for 100,000,000 new Ordinary Shares at the
Placing Price.
On the basis that the net proceeds of the Placing are �8.0 million, the Directors expect to apply them approximately as follows:
Financing the United Contract �4.25 million
Group working capital and balance sheet strength �1.75 million
Offset of repayment of Term Loan �2.0 million
Financing of the United Contract
The Company intends to apply approximately �4.25 million of the net proceeds of the Placing to part fund the United Contract. Funds will
be used to finance the fit-out of the facility, acquire certain fixed assets, cover the setup costs of the facility and to meet operational
costs until the facility generates sufficient revenues to meet its own operating costs. Further financing of the United Contract is expected
to be obtained through the leasing or hire purchase of the specialised truck fleet, wash machines and certain other fixed assets.
Group working capital and balance sheet strength
The Company will apply approximately �1.75 million of the net proceeds of the Placing as additional working capital.
Offset of repayment of Term Loan
Under the terms of the Underpinning Agreement, the Underwriters have the option to offset any subscription monies due by them pursuant
to the Underwriter Subscription against the repayment obligations of the Company under the Term Loan. Of the �2 million available to the
Company under the Term Loan, as at the date of this announcement, approximately �1.5 million has been drawn down by the Company and the
Company intends to draw down a further �0.5 million shortly, totalling �2.0 million which, plus all rolled up interest, will be offset
against the Underwriters subscription monies due pursuant to the Underwriter Subscription.
The Placing Price of 7.5 pence per Placing Share represents a discount of approximately 23.1 per cent. to the closing mid-market price
of 9.75 pence per Ordinary Share on 28 March 2008, being the last dealing day prior to the announcement of the Company dated 31 March 2008.
As the Placing Price represents a discount exceeding 10 per cent., the terms of the Placing of new Ordinary Shares at the Placing Price must
be approved by the Shareholders pursuant to the Listing Rules. Accordingly, Resolution 4 set out in the Notice of EGM seeks such Shareholder
approval. The Directors believe that, after taking into account current market conditions and other factors, both the Placing Price and the
discount are fair and reasonable so far as Shareholders are concerned.
The Placing Shares will, when issued, represent approximately 41.3 per cent. of the Enlarged Issued Share Capital.
The issue of the Placing Shares is conditional, inter alia, upon:
(i) the passing of Resolutions 1-5 (inclusive);
(ii) Admission; and
(iii) the Placing Agreement becoming unconditional in all other respects.
The Placing Shares shall rank pari passu with the issued Ordinary Shares including rights to any dividends or other distributions paid
or made in respect of the Ordinary Shares after Admission.
Application will be made to London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission is expected to
occur at 8.00 a.m. on 29 August 2008.
Reasons for and terms of the Bond Conversion
On 4 June 2007, the Board announced that it had completed a placing and open offer of the Bonds, issuing �8 million in aggregate
principal amount of Bonds.
As at the date of this circular, the Group had in issue Bonds as set out below:
Principal of Bonds on issue on 4 June 2007 �8,000,000
Principal of Bonds in issue on 4 December 2007 following issue of �8,619,993
further Bonds in payment of interest
Principal of Bonds in issue on 4 June 2008 following the issue of �9,288,035
further Bonds in payment of interest
The Company received a written resolution dated 30 March 2008 signed by holders of �7,178,684 in aggregate principal amount of Bonds
representing approximately 83.3 per cent. of Bonds in issue on that date (the requisite requirement to pass such a resolution being 75 per
cent.) setting out the following material changes to the terms of the Bonds which would enable the Conversion of the Bonds:
* The Conversion Price was adjusted to 7.5 pence per Ordinary Share (subject to adjustment provisions).
* Each Bondholder shall be deemed to have delivered a conversion notice in respect of all its holding of Bonds immediately upon the
allotment of new Ordinary Shares pursuant to the Underpinning Agreement ("Mandatory Conversion").
* Upon Mandatory Conversion on or prior to 3 June 2008 the principal amount of Bonds to be converted shall be deemed to be the sum
of the principal amount to be converted plus such additional amount as such Bondholder would have been entitled to had such Bonds been held
until 4 June 2008.
The entitlement of the Bondholders to new Ordinary Shares under the Bond Conversion shall be rounded down to the nearest whole number of
Ordinary Shares. Accordingly, fractional entitlements to Ordinary Shares shall not arise.
The Directors believe that the Conversion of the Bonds will be in the best interests of the Group, as it will result in a reduction in
indebtedness and remove any obligation of the Group to fully repay the principal amount of the Bonds in cash in 2010. The associated
reduction in the Group's gearing will also strengthen the Group's balance sheet. The Directors believe that this significant reduction in
Group indebtedness will enhance the Group's financial credibility with potential and existing customers, suppliers and partners and should
provide the Group with greater flexibility in negotiating future banking facilities.
The Bond Conversion Shares to be issued pursuant to the Bond Conversion would represent approximately 42.6 per cent. of the Enlarged
Issued Share Capital.
The Conversion of the Bonds with effect on Admission as described in this announcement is conditional, inter alia, upon:
(i) the passing of the Resolutions 1-5 (inclusive);
(ii) Admission; and
(iii) the Placing Agreement becoming unconditional in all other respects.
The Bond Conversion Shares shall rank pari passu with the issued Ordinary Shares including rights to any dividends or other
distributions paid or made in respect of the Ordinary Shares after Admission.
Application will be made to London Stock Exchange for the Bond Conversion Shares to be admitted to trading on AIM. Admission is expected
to occur at 8.00 a.m. on 29 August 2008.
Issue of the Warrants
As compensation for surrendering the preferred status of their Bonds and foregoing the 15.5 per cent. coupon attached to the Bonds, an
aggregate of approximately 6.2 million Warrants with an exercise price (subject to adjustment in the event of a share capital
reorganisation) of 15 pence per new Ordinary Share (the "Exercise Price") with a four year expiry term will be issued to the Bondholders on
Admission. The issue of the Warrants shall be pursuant to the Warrant Instrument which shall be executed by the Company on the occurrence of
the Bond Conversion.
The number of new Ordinary Shares issued upon full exercise of the approximately 6.2 million warrants would equal, in number,
approximately 2.1 per cent. of the Ordinary Shares comprising the Enlarged Issued Share Capital
Proposed Transfer to AIM
The Board believes that AIM is a more appropriate market for the Company and should lead to a simplification of administration
requirements and lower ongoing costs associated with being a public company. The Board also believes that the intended admission to AIM will
enable the Company to agree and execute transactions more quickly should any acquisition or other development opportunities arise in the
future. However, the Board envisages no material deterioration in the standards of reporting and governance which the Group currently
achieves will occur upon the Transfer to AIM. The Board, therefore, envisages that the Company will continue to be attractive to specialist
institutional investors as well as to the retail investor.
The obligations of a company traded on AIM are similar to those of the Company on the Official List, with certain exceptions, of which
the significant ones are referred to below:
* Under the AIM Rules for Companies, a nominated adviser is required at all times and has ongoing responsibilities to both the
Company and London Stock Exchange. On Admission, KBC Peel Hunt will be appointed as the Company's nominated adviser.
* Prior shareholder approval is only required for reverse takeovers (being acquisitions which exceed 100 per cent. of certain class
tests or which result in a fundamental change of business) or disposals that exceed 75 per cent. of various size tests, such as the ratio of
consideration of the transaction to the market capitalisation of the AIM company. However, under the Listing Rules, a broader range of
transactions require shareholder approval.
* There is no requirement for a minimum number of shares to be maintained in public hands, whereas on the Official List a minimum of
25 per cent. of a company's issued ordinary share capital should be maintained in public hands at all times.
* There is no requirement under the AIM Rules for Companies to publish a prospectus or an admission document for further issues of
existing classes of securities, unless it is also required by the Prospectus Rules.
* The Combined Code does not apply directly to AIM companies.
The Company remains committed to continuing its strategy of focusing on developing its existing operations and to maintaining high
standards of corporate governance. Overall, the Board believes that a move to AIM will allow it to further progress its current strategy and
generate cost savings without sacrificing the benefits of the Company's status on the Official List. The Board will continue to examine
opportunities to improve cost and administrative effectiveness.
Subject to the passing of Resolution 1 and the Company being able to make an unqualified working capital statement, the Board intends to
request cancellation of admission of the Ordinary Shares to the Official List and trading of the Ordinary Shares on London Stock Exchange's
main market for listed securities and to apply for the Enlarged Share Capital to be admitted to trading on AIM. Admission is expected to be
at 8.00 a.m. on 29 August 2008.
Current Trading
Trading is in line with management's current expectations, reflecting the benefits of the continuing operational restructuring and the
new management structure that was implemented during the final quarter of 2007.
Qantas has informed the Company of its intention to renew its catering contract for a further three years from December 2008. The
Directors estimate that when renewed, this contract would generate revenues of approximately of �7 million per annum, which would be the
most significant catering contract renewal for the Company in the current year.
Following the implementation of the proposed capital restructuring as set out in this announcement, the Directors intend to explore all
means available to them to maximise Shareholder value.
Working Capital
The Company is of the opinion that, taking into account available bank and other facilities and the net proceeds of the Placing, the
working capital available to the Group is insufficient for the Group's present requirements that is, for at least twelve months from the
date of the Circular.
As at the date of this announcement, the Company has not secured the leasing of certain assets required to enable the Group to fulfil
its obligations under the United Contract. The Directors estimate that if they have to purchase these assets on an outright basis, the Group
will have a shortfall in working capital of approximately �0.3 million in April 2009.
However, the Directors are confident that the Group will be able to lease the required assets either on an operating basis or an asset
financing basis. The Directors are also pursuing the options of entering into deferred payment arrangements to acquire the assets or
outsourcing the provision of certain services required under the United Contract to a third party service provider.
In order for the Company to apply for its Ordinary Shares to be admitted to trading on AIM, the Company must be able to make an
unqualified working capital statement by the date of the EGM. If the Company is unable to make such a statement, it will not be able to
apply for its Ordinary Shares to be admitted to trading on AIM and the Conversion of the Bonds, the Placing and the issue of the Warrants
will not be able to take place, regardless of the outcome of the EGM. The Board is confident that it will be able to issue an unqualified
working capital statement by the date of the EGM.
If the Company is unable execute the Conversion of the Bonds, the Placing and the issue of the Warrants, then the Board believes that
the Company would:
* be in fundamental breach of its bank facilities and would need to seek an immediate waiver of such breach. Failure to receive such
waiver, could mean that the Company's bank facilities may be withdrawn and the Company would then become insolvent. The Directors currently
believe that its lenders would be unlikely to grant such waiver and shareholders should note that there can be no guarantee that the Company
would be able to obtain such waiver from its lenders; and
* need to seek immediate alternative sources of financing in order to meet its commitments. The Company currently does not have any
alternative sources of finance available to it and the Directors currently believe that the Company would be unlikely to be able to obtain
alternative sources of financing or, alternative sources of financing on acceptable terms.
The Company is of the opinion that, taking into account available bank and other facilities, the net proceeds of the Placing and that
financing facilities or leasing arrangements for the specialist trucks and other fixed assets are secured, the working capital available to
the Group will be sufficient for the Group's present requirements that is, for at least twelve months from the date of the Circular.
Notice of Extraordinary General Meeting
The Resolutions will be proposed at the EGM of the Company which will be held at the offices of KBC Peel Hunt at 111 Old Broad Street,
London EC2N 1PH on 30 July 2008, commencing at 10.00 am. The Notice of EGM is set out at the end of Circular.
The Resolutions, if passed, will:
* approve the cancellation of the Listing;
* approve certain related party transactions;
* approve the terms of the discounted Placing Price;
* increase the authorised share capital of the Company; authorise the Directors to allot relevant securities; and disapply certain
Shareholder pre-emption rights to allot equity securities; and
* update the authority of the Company to make market purchases of Ordinary Shares.
Importance of Vote
Going concern
In the auditor's reports on the financial statements of the Company and the Group for the year ended 31 December 2007, the Company's
auditors noted a material uncertainty which may cast doubt about the Company's and the Group's ability to continue as a going concern.
In considering the going concern position of the Company and the Group the Directors made the following principal assumptions:
* Resolutions 1-5 (inclusive) are approved by shareholders at the EGM and, in particular, that (a) the net proceeds of the Placing
amount to not less than �8.0 million and are received by the Company in August 2008 and (b) that the Term Loan continues to be available
until the net proceeds of the Placing are received;
* financing facilities amounting in total to approximately �2.1 million are available in the US to finance the acquisition of the
truck fleet and certain other fixed assets required under the United Contract or failing such financing facilities becoming available that
the truck fleet and the other fixed assets can be leased at a cost of not greater than the expected cost, including debt repayments, under
the financing facilities;
* the forecasts prepared by the Directors for the purposes of assessing the financing requirements of the Company and the Group are
accurate in all material respects and also that as a consequence the Company and the Group remain within their borrowing facility limits and
continue to comply with their banking covenants;
* the Barclays Multi Option Equity Agreement is not withdrawn prior to 31 August 2009; and
* appropriate new borrowing facilities will be available following expiry of the Company's existing borrowing facilities on 31
August 2009.
Shareholder approval of the Resolutions
Should Shareholders not approve Resolutions 1-5 (inclusive) at the EGM in order to allow the Conversion of the Bonds, the Placing and
the issue of the Warrants, then the Board believes that the Company would:
* be in fundamental breach of its bank facilities and would need to seek an immediate waiver of such breach. Failure to receive such
waiver could mean that the Company's bank facilities may be withdrawn and the Company would then become insolvent. The Directors currently
believe that its lenders would be unlikely to grant such waivers and shareholders should note that there can be no guarantee that the
Company would be able to obtain such waiver from its lenders; and
* not have sufficient working capital for its present requirements, including the funding of the United Contract, and would need to
seek immediate alternative sources of financing in order to meet its commitments. The Company currently does not have any alternative
sources of finance available to it and the Directors currently believe that the Company would be unlikely to be able to obtain alternative
sources of financing or, alternative sources of financing on acceptable terms.
Shareholders should note that the Directors estimate that the existing issued ordinary share capital of the Company will constitute
approximately 16.1 per cent. of the Enlarged Share Capital.
Circular
The circular containing information on the proposed Placing, Conversion of the Bonds, Issue of the Warrants and the proposed Transfer to
AIM and containing the notice of the EGM is being posted today to Shareholders and will be available for inspection shortly at the UK
Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Recommendation
The Board, who have been so advised by KBC Peel Hunt, consider that Resolutions 2 and 3 are fair and reasonable so far as the
Shareholders are concerned and that all the Resolutions are in the best interests of the Shareholders as a whole. In providing advice to the
Directors, KBC Peel Hunt has taken into account the Directors' commercial assessments.
The Board recommends that Shareholders vote in favour of all the Resolutions as they intend to do so in respect of their own beneficial
holdings (if any) of existing Ordinary Shares, representing in aggregate approximately 0.4 per cent. of the issued Ordinary Shares in issue
at the date of this announcement.
APPENDIX I
PLACING STATISTICS
Number of existing Ordinary Shares in issue at the date of this 46,732,093
announcement
Placing Price 7.5 p
Number of Placing Shares to be issued pursuant to the Placing 120,000,000
Gross proceeds of the Placing �9.0
Estimated net proceeds of the Placing �8.0
Number of new Ordinary Shares to be issued pursuant to the Bond 123,840,460
Conversion
Number of Ordinary Shares in issue immediately following 290,572,553
Admission to AIM
APPENDIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Final time and date for receipt of completed 10.00 a.m. on 28 July 2008
Forms of Proxy for EGM
EGM of the Company 10.00 a.m. on 30 July 2008
Last day of dealings in the Ordinary Shares on 28 August 2008
the Official List
Cancellation of Listing 8.00 a.m. on 29 August 2008
Admission and first day of dealings in the 8.00 a.m. on 29 August 2008
Enlarged Share Capital on AIM
CREST accounts credited for the Placing Shares 29 August 2008
and Bond Conversion Shares in uncertificated
form
Despatch of definitive share certificates (where 5 September 2008
applicable) by
The dates set out in this expected timetable of events may be adjusted by the Company and KBC Peel Hunt, in which event details of the
new dates will be notified to the UK Listing Authority, London Stock Exchange and, where appropriate, to Shareholders and Optionholders.
APPENDIX III
DEFINITIONS
"Act" the Companies Act 1985 and the Companies Act 2006 as
amended from time to time
"Admission" the admission of the Enlarged Share Capital to trading on
AIM becoming effective in accordance with the AIM Rules
for Companies
"AIM" the AIM market of London Stock Exchange
"AIM Rules" together the AIM Rules for Companies and the AIM Rules for
Nomads
"AIM Rules for Companies" the rules for AIM companies published by London Stock
Exchange from time to time
"AIM Rules for Nomads" the rules for Nominated Advisers published by London Stock
Exchange from time to time
"Air Fayre" Air Fayre Limited
"Bonds" the �8,000,000 secured fix rate convertible bonds due 2010
of the Company and which expression shall, where the
context demands, include up to �1,288,035 in principal
amount of further Bonds which may be issued in payment of
interest thereon
"Bondholders" the holders of Bonds from time to time
"Bond Conversion Shares" the 123,840,460 new Ordinary Shares to be issued pursuant
to the Conversion of the Bonds
"Bond Instrument" the agreement dated 4 June 2007 between the Company and
the Bondholders (as amended)
"Circular" the circular from the Company to its shareholders relating
to the Placing, the Bond Conversion, the Issue of the
Warrants and the proposed Transfer to AIM expected to be
dated the same date as this announcement
"Combined Code" the Combined Code on Corporate Governance published by the
Financial Reporting Council from time to time
"Company" or "Watermark" Watermark Group plc
"Conversion of the Bonds" and the conversion of the Bonds
"Bond Conversion"
"Conversion Price" 7.5 pence per �1 of principal of Bond
"CREST" the system for paperless settlement of trades and holdings
of uncertificated shares administered and operated by
Euroclear UK & Ireland Limited
""CREST Regulations" the Uncertificated Securities Regulations 2001
"Directors" or the "Board" all or any of the directors of Watermark
"Enlarged Share Capital" the issued ordinary share capital of the Company as
enlarged by the Placing and the Bond Conversion
"Extraordinary General the extraordinary general meeting of the Company, notice
Meeting" or "EGM" of which s set out at the end of the Circular
"Form of Proxy" the form of proxy accompanying the Circular for use by
Shareholders in connection with the Extraordinary General
Meeting
"FSMA" Financial Services and Markets Act 2000
"Group" the Company and its subsidiary undertakings
"KBC Peel Hunt" KBC Peel Hunt Ltd, a member of the London Stock Exchange,
which is authorised and regulated for designated
investment business in the United Kingdom by the Financial
Services Authority
"KBC Peel Hunt Placing" conditional placing by KBC Peel Hunt pursuant to the
Placing Agreement of up to 20,000,000 new Ordinary Shares
with investors at the Placing Price
"LAX" Los Angeles International Airport
"Listing" the listing of Ordinary Shares on the Official List
"Listing Rules" the listing rules of the UK Listing Authority
"London Stock Exchange" London Stock Exchange plc
"Notice of EGM" the notice of the EGM, which is set out at the end of the
Circular
"Official List" the Daily Official List of the UK Listing Authority
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company
"Placing" the KBC Peel Hunt Placing and the Underwriter Subscription
"Placing Agreement" the agreement dated 8 July 2008 between the Company and
KBC Peel Hunt relating to the KBC Peel Hunt Placing
"Placing Price" 7.5 pence per Placing Share
"Placing Shares" the new Ordinary Shares which are the subject of the KBC
Peel Hunt Placing and Underwriter Subscription
"Prospectus Rules" the prospectus rules published by the Financial Services
Authority pursuant to Part VI of FSMA
"Registrars" Capita Registrars Limited
"Regulatory Information Regulatory Information Service as defined by the Listing
Service" Rules of the UKLA
"Resolutions" the resolutions set out in the Notice of EGM
"SEC" Strategic Equity Capital plc
"Shareholders" the holders of Ordinary Shares from time to time
"SRF II" Strategic Recovery Fund II
"SVG Capital" SVG Capital plc
"Term Loan" the provision of an unsecured loan facility of, in
aggregated, �2,000,000 to the Company by the Underwriters
"Transfer to AIM" the cancellation of the admission of the Ordinary Shares
to the Official List and to trading on London Stock
Exchange's main market for listed securities and the
simultaneous admission of the Enlarged Share Capital to
AIM
"uncertificated" or "in recorded on the register of Ordinary Shares as being held
uncertificated form" in uncertificated form in CREST, entitlements to which, by
virtue of the CREST Regulations, may be transferred by
means of CREST
"Underpinning Agreement" the agreement dated 31 March 2008 between the Company and
the Underwriters
"Underwriters" SVG Capital, Strategic Equity Capital plc, Strategic
Recovery Fund II LP, North Atlantic Value LLP, Starlight
Investment Limited and Albany Capital plc
"Underwriter Subscription" the conditional subscription by the Underwriters pursuant
to the Underwriting Agreement of up to 100,000,000 new
Ordinary Shares at the Placing Price
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"United Airlines" United Airlines, Inc.
"United Contract" the partnership agreement between Air Fayre and United
Airlines
"UK Listing Authority" the Financial Services Authority acting in its capacity as
the competent authority for the purposes of Part VI of the
FSMA
"Warrants" warrants to subscribe Ordinary Shares
"Warrant Instrument" the agreed form document to be executed by the Company
upon the occurrence of the Bond Conversion relating to the
proposed issue of the Warrants
This information is provided by RNS
The company news service from the London Stock Exchange
END
CARRPMFTMMIMBTP
Watermark (LSE:WMK)
過去 株価チャート
から 5 2024 まで 6 2024
Watermark (LSE:WMK)
過去 株価チャート
から 6 2023 まで 6 2024
