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DJ WMC Retail Partners Plc Loan stock agreements, Funding Package and Notice of GM

 
TIDMWELL 
 
WMC Retail Partners Plc 
 
                           ("the Company" and "WMC") 
 
                             Loan stock agreements 
          Funding package for the development of Cornish Market World 
                           Notice of General Meeting 
 
In my Chairman's statement detailing the interim results to the six months 
ending 30th June 2016 I referred to our continuing dialogue with our landlord, 
the Council, and prospective tenants to deliver a more profitable and certain 
future at Cornish Market World ("CMW").  I am now very pleased to report a 
successful outcome to these protracted negotiations and would like to pay 
tribute to both our landlord and the Council for their helpful and constructive 
approach.  The net result is that our lease will be extended on more acceptable 
and certain terms and new planning permissions mean that we can commence an 
important new retail development at the front of our market. Negotiations are 
at an advanced stage with a number of retailers. 
 
A notice of a General Meeting to be held on 21st October 2016 has been sent to 
shareholders and details of which are set out below. 
 
I pay tribute to our Chief Executive, Malcolm Ball, who has worked tirelessly 
on this situation.  However the costs of the new developments are beyond WMC's 
existing resources thus a new financing package is necessary.  I am delighted 
to report that both our major shareholders, Michael Chadwick and Simons & Co 
Limited, have responded to our need, as has our bank, and the separate notice 
and documents recording our coming GM set out the details of this financial 
package below. Failure to secure this would mean that our developments at CMW 
could not proceed and the future profitability of the Company would be 
materially less certain. 
 
Lord Lee of Trafford D.L., F.C.A. 
 
Chairman 
 
Introduction and Background 
 
The Company has today announced that a company in which its director Michael 
Chadwick is interested and a company in which its director Sarah Hewett is a 
director have agreed on terms which are very favourable to the Company to 
subscribe GBP200,000 each, conditional on the approval of shareholders, for a new 
five year interest free secured convertible loan stock ("Loan Stock") pursuant 
to a Loan Stock Deed (the "Loan Stock Deed") and that it has convened a general 
meeting, a notice of which is set out at the end of this announcement. The 
subscription proceeds for the Loan Stock will replace the short term loans 
totalling GBP400,000 made to the Company by Michael Chadwick and Simons & Co 
Limited. The Loan Stock subscription is part of a larger funding package 
amounting to GBP1.96 million, which has been established as to GBP1.8 million to 
fund the development of our Cornish Market World ("CMW") site at St Austell, 
Cornwall and as to the balance to provide working capital. 
 
The Ordinary Shares in the capital of the Company have a nominal value of 50p. 
The UK Companies Act prevents a company issuing shares for less than their 
nominal value and as the current market price of the Company's Ordinary Shares 
is around 20p, subject to the approval by Ordinary Shareholders at the 
forthcoming General Meeting, the nominal value of the Ordinary Shares will be 
reduced to 5p by converting each Ordinary Share in the capital of the Company 
in to one Ordinary Share of 5p and one Deferred Share of 45p. The Deferred 
Shares will have no value and share certificates will not be issued in relation 
to them. The existing share certificates for the Ordinary Shares will remain 
valid. 
 
Cornish Market World 
 
The CMW site consists of a large indoor market and a leisure attraction which 
we hold under a lease which ends in 2031. 
 
Although CMW has made losses during the past few years, since the low point of 
2010 which saw extensive flooding, with the support of the landlord of the CMW 
property, considerable progress has been made and this has included the 
reconfiguration of the market, the introduction of an additional trading day, 
the obtaining of planning permission for additional retailing and a restaurant 
and a growth in visitors at CMW's Kidzworld attraction. I am also pleased to 
report that the Company is at an advanced stage of negotiations with a number 
of retailers to take space at the CMW site. 
 
However, the board believes that a significant investment is essential to 
deliver a profitable and more certain future for our site. 
 
The CMW site buildings were constructed some 25 years ago and were originally 
devoted to operating a market open only on weekends and on ten Wednesdays each 
year, primarily throughout the summer. 
 
In 2015, the Company obtained planning approval for 7 day market trading. Due 
to the fragility of the markets' industry, it was considered appropriate to 
reduce the space devoted to CMW's market operation and to increase the space 
devoted to our Kidzworld (family attraction) and use some of the remaining 
space for retail and restaurant facilities. 
 
The proposed GBP1.8m investment will be used to fund new cladding and glazing and 
a prominent lobby/canopy entrance,  leisure retailing, new market stalls, with 
new heating, ventilation and extractors and new equipment in Kidzworld to 
double our daily capacity and allow for an increase in annual visitor numbers 
to around 150,000, from its current level of 105,000. 
 
In parallel to working up these redevelopment proposals, we have had helpful 
and constructive discussions with our landlord at CMW and have agreed revised 
terms with him which are beneficial to the Company and achieve in particular 
significant reductions to rental payments. 
 
Funding Arrangements 
 
I can also confirm that the Company has been able to secure funding of GBP1.96m 
for the proposed redevelopment works at CMW and for working capital as follows: 
 
Additional loan from Bank of GBP1,260,000; 
 
Loan from the landlord of the CMW property of GBP300,000; 
 
Subscription by The DLMI Company, a company in which Michael Chadwick is 
interested and by Simons & Co Limited, a company in which Sarah Hewett is a 
director, for GBP200,000 each of the Loan Stock. At any time prior to the 
repayment date on 1 October 2021 the holders of the Loan Stock may convert the 
Stock into Ordinary Shares on the basis of 5 shares for every pound of Loan 
Stock. At the time of the subscription for the Loan Stock the Company will 
repay the existing short term loan of GBP200,000 from Michael Chadwick and the 
existing loans from Simons & Co Limited will be deemed to be prepaid and used 
by it to fund its loan stock subscription. Pursuant to the Loan Stock Deed the 
Company will grant a debenture over all of its assets in favour of The DLMI 
Company, which will act as security trustee for the holders of the Loan Stock 
from time to time. 
 
Shareholder approval is being sought for the issue of up to GBP500,000 of the 
Loan Stock but it is only the directors' current intention to issue GBP400,000 of 
the Loan Stock. 
 
General Meeting 
 
Set out at the end of this announcement is a formal notice convening a General 
Meeting to be held at the offices of Dentons UKMEA LLP at One Fleet Place, 
London EC4M 7WS on Friday 21 October 2016 at 11.30 a.m. to consider, and if 
thought fit pass the following Resolutions: 
 
Resolution 1 - an ordinary resolution to approve the form of the Loan Stock 
Deed; 
 
Resolution 2 - an ordinary resolution to record the approval of the issue of up 
to GBP500,000 of Loan Stock including the issue as to GBP200,000 each to The DLMI 
Company, a company in which Michael Chadwick is interested and to Simons & Co 
Limited, a company in which Sarah Hewett is a director; 
 
Resolution 3 - a special resolution to convert and re-designate each existing 
Ordinary Share of 50p in the capital of the Company into one Ordinary Share of 
5p and one Deferred Share of 45p, to grant the directors authority to allot 
securities up to an aggregate nominal value of GBP125,000 pursuant to the terms 
of the Loan Stock Deed and to disapply the statutory pre-emption rights in 
relation thereto and to amend the Articles of Association of the Company to 
provide inter alia for the class rights of the Deferred Shares; 
 
Resolution 4 - a special resolution conditional upon the passing of Resolution 
3 and subject to confirmation of the High Court to cancel and extinguish the 
Deferred Shares. 
 
Only Ordinary Shareholders are entitled to vote at the General Meeting. 
 
For an ordinary resolution to be passed, more than half of the votes cast must 
be in favour of the resolution. 
 
For a special resolution to be passed, at least three-quarters of the votes 
cast must be in favour of the relevant resolution. 
 
Documents available for inspection 
 
A copy of the Loan Stock Deed and the current Articles of Association of the 
Company will be available for inspection at any time during normal business 
hours on any week day (Saturdays and public holidays excepted) from the date of 
this notice until the date of the General Meeting and will also be available 
for inspection at the place of the General Meeting for not less than 15 minutes 
prior to such meeting until its conclusion. 
 
Action to be taken by Shareholders 
 
Shareholders will find enclosed with the notice of General Meeting document a 
Form of Proxy for use in connection with the General Meeting. Whether or not 
you propose to attend the General Meeting in person, you are requested to 
complete, sign and return the Form of Proxy in accordance with the instructions 
printed thereon. To be valid, completed Forms of Proxy must be received by the 
Company's registrars, Neville Registrars Limited at 18, Laurel Lane, Halesowen, 
West Midlands, BD3 3DA as soon as possible but in any event not later than 48 
hours before the time appointed for holding the General Meeting or any 
adjournment thereof. If you complete and return a Form of Proxy, you may still 
attend and vote at the General Meeting in person should you subsequently decide 
to do so. 
 
Please read the notes to the formal notice of General Meeting and the 

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DJ WMC Retail Partners Plc Loan stock agreements, -2-

accompanying Form of Proxy for detailed instructions. The attention of 
Shareholders is also drawn to the voting intentions of the Directors set out 
below. 
 
As Michael Chadwick is interested in The DLMI Company and Sarah Hewett is a 
director of Simons & Co Limited, neither of them have voted on any resolutions 
relating to the Loan Stock at meetings of the directors and they will not vote 
on any of the resolutions at the General Meeting. The independent directors, 
being myself, Malcolm Ball and Andrew Sparrow believe that the proposals are in 
the best interests of the Company and its shareholders and recommend that 
shareholders vote in favour of the resolutions, as they intend to do in respect 
of their own shareholdings, which amount to 144,000 Ordinary Shares 
representing 2.4 per cent. of the Company's issued Ordinary Share Capital. 
 
Yours faithfully 
 
Lord Lee of Trafford D.L., F.C.A 
 
Non-Executive Chairman 
 
                           Notice of General Meeting 
 
NOTICE is hereby given that a General Meeting of the Company will be held at 
the offices of Dentons UKMEA LLP at One Fleet Place, London EC4M 7WS on Friday 
21 October 2016 at 11.30 am to consider and, if thought fit, (and subject in 
the case of resolution 4 to the passing of resolution 3) pass the following 
resolutions which will be proposed as ordinary resolutions (in the case of 
resolutions 1 and 2) and as a special resolution (in the case of resolutions 3 
and 4). 
 
Ordinary Resolutions 
 
1          THAT the Secured Convertible Loan Stock Deed 2021 (the "Loan Stock 
Deed") in the form produced to the meeting and summarised in the Chairman's 
letter to the Company's Ordinary Shareholders dated 4th October 2016 be and is 
hereby approved. 
 
2          THAT this meeting records its approval to the issue of up to GBP 
500,000 of loan stock pursuant to the terms of the Loan Stock Deed including 
the issue as to GBP200,000 each to The DLMI Company, a company in which Michael 
Chadwick, a director of the Company has an interest and to Simons & Co Limited 
a company in which Sarah J Hewett, a director of the Company, is a director. 
 
Special Resolutions 
 
3          That:- 
 
3.1        every ordinary share of 50p each in the capital of the Company in 
issue be and is hereby converted and redesignated as one ordinary share of 5p 
each and one deferred share of 45p each ("Deferred Shares"), such ordinary 
shares and Deferred Shares having attached to them the respective rights and 
being subject to the respective restrictions set out in the Articles of 
Association of the Company as amended by sub-paragraph 3.5 of this Resolution; 
 
3.2        in addition to all existing authorities, pursuant to Section 551 of 
the Companies Act 2006 (the "Act") the Directors be and are generally and 
unconditionally authorised to exercise all powers of the Company to allot 
Relevant Securities comprising equity securities (as defined in Section 560(1) 
of the Act) up to an aggregate nominal amount of GBP125,000 pursuant to the terms 
of the Loan Stock Deed this authority shall expire (unless previously renewed, 
varied, or revoked by the Company in general meeting) on 30 September 2021, 
save that the Company may before such expiry make an offer or agreement which 
would or might require Relevant Securities to be allotted after such expiry and 
the Directors may allot Relevant Securities in pursuance of such an offer or 
agreement as if the authority conferred hereby had not expired; 
 
3.3        in addition to all existing powers under section 570 of the Act the 
Directors be and are hereby empowered pursuant to Section 570 of the Act to 
allot equity securities (within the meaning of Section 560 of the Act) ("Equity 
Securities") for cash pursuant to the authority conferred by sub-paragraph 3.2 
of this resolution as if sub-section (1) of Section 561 of the Act did not 
apply to any such allotment, such power shall expire on 30 September 2021 save 
that the Company may before such expiry make an offer or agreement which would 
or might require Equity Securities to be allotted after such expiry and the 
Directors may allot Equity Securities in pursuance of such an offer or 
agreement as if the power conferred hereby had not expired. 
 
3.4        In this resolution, "Relevant Securities" means: 
 
3.4.1     shares in the Company other than shares allotted pursuant to (i) an 
employees' share scheme (as defined in section 1166 of the Act); (ii) a right 
to subscribe for shares in the Company where the grant of the right itself 
constituted a Relevant Security; or (iii) a right to convert securities into 
shares in the Company where the grant of the right itself constituted a 
Relevant Security; and 
 
3.4.2     any right to subscribe for or to convert any security into shares in 
the Company other than rights to subscribe for or convert any security into 
shares allotted pursuant to an employees' share scheme (as defined by section 
1166 of the Act). A reference to the allotment of Relevant Securities includes 
the grant of such a right; and a reference to the nominal amount of a Relevant 
Security which is a right to subscribe for or convert any security into shares 
in the Company is to the nominal amount of the shares which may be allotted 
pursuant to that right. 
 
3.5        the following amendments be and are hereby made to the Articles of 
Association of the Company:- 
 
3.5.1     in Article 2: 
 
(a)        the insertion of the following new definitions after the definition 
of "Communication Provisions". 
 
(i)         "Court" means the High Court of Justice in England and Wales; 
 
(ii)         "Deferred Shares" means deferred shares of 45p each in the capital 
of the Company; 
 
(b)        the insertion of the following new definition after the definition 
"Office":- 
 
"Ordinary Shares" means ordinary shares of 5p each in the capital of the 
Company; 
 
(c)        the insertion of the following new definition after the definition 
"paid":- 
 
"Preference Shares" means Preference Shares of 50p each in the capital of the 
Company; 
 
(d)        the existing Article 8 (1) be deleted and the following new Article 
8 (1) be inserted in its place:- 
 
The share capital of the Company is divided into Ordinary Shares of 5p each, 
Deferred Shares of 45p each and Preference Shares of 50p each. 
 
(e)        the insertion after Article 8 (2) of the following new Article to be 
numbered 8 (3) 
 
"The special rights and restrictions attaching to the Deferred Shares are as 
follows: 
 
(a)        INCOME 
 
The holders of the Deferred Shares shall not be entitled to participate in the 
profits of the Company. 
 
(b)        CAPITAL 
 
Subject to the rights of the holders of the Preference Shares set out in 
Article 8 (2) (b) in the event of the winding up of the Company or other return 
of capital the assets of the Company available for distribution amongst the 
members shall be applied in the following manner and order of priority: 
 
(i)         first, in paying to the holders of the Ordinary Shares the sum of GBP 
100,000 per Ordinary Share; 
 
(ii)         second, in paying to the holders of the Deferred Shares the 
amounts paid up or credited as paid up on such shares (excluding any premium 
paid on subscription); 
 
(iii)        third, in distributing the balance amongst the holders of the 
Ordinary Shares in proportion to the amounts paid up or credited as paid up 
(excluding any premium paid on subscription) on the Ordinary Shares held by 
such holders respectively. 
 
(c)        VOTING AND ATTENDANCE AT GENERAL MEETINGS 
 
The Deferred Shares shall not at any time confer on the holders thereof any 
right to attend or vote at any General Meetings of the Company or to receive 
notices thereof. 
 
(d)        CERTIFICATES 
 
Notwithstanding any other provision of the Articles of Association of the 
Company and unless specifically required by the provisions of the Act, the 
Company shall not be required to issue any certificates in respect of any 
Deferred Shares. 
 
(e)        AUTHORITY OF THE COMPANY IN RELATION TO TRANSFERS 
 
The Company shall have irrevocable authority at any time: 
 
(i)         to appoint a person on behalf of any and all holder(s) of Deferred 
Shares to enter into an agreement to transfer, and to execute a transfer of, 
the Deferred Shares, for no consideration, to such person (whether or not an 
officer of the Company and including the Company itself) as the Directors may 
determine without the sanction or consent of the holder(s) in question; and 
 
(ii)         pending any such transfer to retain any share certificate relating 
to such shares. 
 
(f)         CANCELLATION OF DEFERRED SHARES 
 
Neither the passing by the Company of any Special Resolution for the 
cancellation of the Deferred Shares for no consideration whether or not by 
means of a reduction of capital requiring the confirmation of the Court nor the 
obtaining by the Company nor the making by the Court of any Order confirming 
any such reduction of capital nor the becoming effective of any such Order 
shall constitute a variation, modification or abrogation of the rights 
attaching to the Deferred Shares and accordingly the Deferred Shares may at any 
time be cancelled for no consideration by means of a reduction of capital 
effected in accordance with the Act without sanction or consent on the part of 
the holders of the Deferred Shares. 
 
4          That, subject to and conditional upon the Resolution numbered 3 set 
out in the notice convening this General Meeting having been passed as a 
Special Resolution and subject to confirmation by the High Court of Justice in 
England and Wales: 
 
4.1        the share capital of the Company be reduced by cancelling and 
extinguishing all of the Deferred Shares of 45p each arising pursuant to 
Resolution 3; and 
 
4.2        subject to and upon the reduction of the share capital of the 
Company referred to in paragraph (a) becoming effective the Articles of 
Association of the Company as amended by Resolution 3 be altered by:- 
 
(a)        deleting Article 8 (3) thereof; 
 

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(b)        deleting in Article 8 (1) the words "and Deferred Shares of 45p 
each"; 
 
(c)        deleting the definitions of "Court" and "Deferred Shares" in Article 
2 (1). 
 
Registered Office:                            By Order of the Board 
 
21 Market Street 
 
Wellington 
 
Telford 
 
Shropshire 
 
TF1 1DT 
 
4th October 2016                              Joseph Kenneth Michael Riley 
 
                                              Company Secretary 
 
Notes: 
 
1              Only those members registered on the Company's register of 
members at: 
 
(a)           6.00 pm on Wednesday 19 October 2016; or, 
 
(b)           if this meeting is adjourned, at 6.00 pm on the day two days 
prior to the adjourned meeting, 
 
shall be entitled to attend and vote at the meeting. 
 
2              As at 17:00 on 3rd October 2016, the Company's issued share 
capital comprised 5,999,449 ordinary shares of 50 pence each and 730,574 
preference shares of 50 pence each. Each ordinary share carries the right to 
one vote at a general meeting of the Company and unless the general meeting 
includes consideration of a resolution to wind up the Company or vary the 
rights of the holders of preference shares or the dividend on the preference 
shares is more than six months in arrears the preference shares carry no right 
to vote at a general meeting, therefore, the total number of voting rights in 
the Company as at 17:00 on 3rd October 2016 is 5,999,449. 
 
3              A member entitled to attend and vote at the General Meeting is 
entitled to appoint one or more proxies to attend and, on a poll, to vote 
instead of him/her.  A proxy need not be a member of the Company.  Forms of 
proxy which are enclosed must be lodged with the Company's registrars, Neville 
Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands, 
B63 3DA not later than 48 hours before the time fixed for the meeting. 
 
4          The completion and return of a form of proxy will not preclude a 
member from attending and voting at the meeting in person. 
 
 
 
END 
 

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