Westbridge 1:5 options issue

Press, 1 March 1984, Page 22

Westbridge 1:5 options issue

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The shareholders of Westbridge Holdings, Ltd, will be asked at an extraordinary meeting on March 22 to approve new articles of association, an increase in authorised capital, and a number of placements of shares and options. The new chairman of Westbridge, Mr A. J. Wakefield, said the notice of meeting that the directors had given the matter of reconstruction of the company’s business activities close and careful consideration for some time, and that several proposals had been evaluated, including approaches made by third parties seeking to gain Stock Exchange listing for new and existing businesses. In the end it was decided to develop the skills built up within the group over past years in the finance industry and to further develop its investments in the natural resources of New Zealand, both directly through Westbridge Holdings, and through its associated companies, Bridgevale Mining, Ltd, and Coal and Energy New Zealand, Ltd.

As a first step towards achieving these objectives the company acquired the 50.1 per cent of the share capital of Midwest Finance Holdings, Ltd held by other shareholders. As previously announced, the Mutual Group of com-

ADRIAN BROKKING,

panies agreed to become associated with Westbridge Holdings. The link with Mutual is through holdings in Westbridge by Mr D. E. Coxhead, the managing director of the Mutual Group. He holds 21.5 per cent of Westbridge. This month’s extraordinary meeting of shareholders will be asked to ratify a placement of shares and options allowing him and Mr Wakefield to increase their equity in the firm. One of the ordinary resolutions asks to authorise the directors to make the following capital dispositions. (a) The placement of 442,912 ordinary shares oi 50c each at a premium of 25c to Mr D. E. Coxhead or his nominee. (b) The allotment to Mr D. E. Coxhead or his nominee of 750,000 options to take up 50c ordinary shares at par at any time before December 31, 1988, on giving three months notice in writing to the company, such options to be allotted at 5c each. (c) The allotment to A. J. Wakefield or his nominee of 250,000 options to take up 50c ordinary shares at par at any time before December 31, 1988, on giving three months notice in writing to the company, such options to be allotted at 5c each. (d) The allotment to D. E. Coxhead and A. J. Wakefield

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or their nominee 200,000 options to take up 50c ordinary shares at par at any time before December 31, 1988, on giving three months notice in writing to the company, such options to be allotted at 5c each. (e) After the above placements of ordinary shares and options have been completed a non-renounceable rights issue of 560,000 options to take up ordinary shares at any time before Decemebr 31, 1988, on giving three months notice in writing to the company, such options to be allotted at 20c each, and to be on the basis of one option for each five ordinary shares or options held at the time the issue is made. Resolution No. 1. Increases the authorised capital of the company from $1,000,000 to $5,000,000 by the creation of 8,000,000 unclassified shares of 50c each. Resolution No. 2. Provides a new set of Articles of the company to comply with current Stock Exchange listing requirements and with modem conditions. Significant variations are as follows:— (a) Article 4 recognises and is dependent on the passage of Resolution 1 increasing the capital. (b) Provision is made for the issue of options to acquire shares and the rights

and obligations of option holders. (c) Provision is made for the directors to make bonus issues of shares without necessarily obtaining approval of the company in General Meeting. Apart from its growing interest in financial services, Westbridge still has strong mining interests through its holding in Bridgevale Mining, and, indirectly, Coal and Energy. Together these have coalmines in Southland, the West Coast, and the North Island. They also have oil and gas mining leases in Texas, a mining interest in Western Australia, and an interest in gold prosecting in Otago. Westbridge evolved from the Charming Creek-West-port Coal Company in the 19605. The coal company had invested financial surplus in other holdings and soon had a portfolio worth £ 60,000. Other Coast firms were taken over or merged with the business in local truck; ing, earth moving, rental cars, local garages, motels, and bus services. Because of the decline in the profitability of coalmining in the 19605, Westbridge, as the central company (formed in 1965), widened its scope to property investing and financial services. During the last five years Westbridge has been divesting itself of many of the

diverse operations in the West Coast.

When word got about that Westbridge was expanding its operations a number of propositions were put that Westbridge be used for listing other businesses. But the Mutual Group link has been chosen as offering the best potential. The Mutual Group is not. only putting capital into the restructured Westbridge. There will be some new faces around the board table, including Mr Alan Smart, one of Mutual’s executive general managers, and Mr Mat Ramsden, well known in the tourist trade. Mr Wakefield’s links with the company began in the 1950 s when he was a chartered accountant in Westport. Now he is in Christchurch, and as the firm’s activities move increasingly away from the Coast it is likely that the headquarters will move to Christchurch probably this year.