WEBIS HOLDINGS PLC
(“Webis” or “the Company”)
Issue of Equity and Annual Report and Accounts
Burnbrae Limited (“Burnbrae”), Webis’ major shareholder, has advanced capital in the form of loans to “ring-fence” player funds and providing the Company with additional working capital to improve systems that enhance player experience. The aggregate amount of principal and interest advanced totals £1.365 million as at 1 October 2012.
The Company’s board announces that it has today agreed to an offer by Burnbrae to cancel £1,150,858.22 of these loans by the conversion of this amount into 115,085,822 new Ordinary Shares in the Company at a price of 1 penny per share, leaving £214,141.78 as the remaining loan balance. The board has, as part of these arrangements, agreed that Burnbrae has the future right to convert the remainder of the loan on the same terms.
The board believes that these arrangements will benefit the Company by improving cash flow, reducing gearing and substantially strengthening the balance sheet. Burnbrae’s offer price of 1 penny represents a premium of 14.3% to the closing mid-market share price of 0.875 pence on 8 October 2012.
Related party transaction
As Burnbrae is a substantial shareholder in the Company, the subscription for new Ordinary Shares constitutes a related party transaction under the AIM Rules. The Independent Directors consider, having consulted with the Group’s nominated adviser, Merchant Securities Limited, that the terms of the subscription for new Ordinary Shares by Burnbrae are fair and reasonable insofar as the Company’s shareholders are concerned. Denham Eke, Webis’ Non-executive Chairman and Managing Director of Burnbrae, recused himself from participating in the board’s consideration of the subscription.
Application will be made for the admission of the 115,085,822 new Ordinary Shares to trading on the AIM market of London Stock Exchange plc. It is expected that admission will become effective and dealings will commence in the new Ordinary Shares on 15 October 2012.
On admission to trading of the 115,085,822 new Ordinary Shares, the Company will have 345,257,466 Ordinary Shares with voting rights. Burnbrae’s notifiable interest is now in 246,790,264 Ordinary Shares, representing 71.5% of the Company’s enlarged issued share capital.
Annual Report and Accounts
The Group’s Annual Report and Accounts for the financial year ended 27 May 2012 incorporating the Notice of Annual General Meeting is now available to view on the Company’s website (www.webisholdingsplc.com) and will be posted to shareholders shortly. Copies of the Annual Report will also be available from the Company’s registered office.