15th Aug 2007 07:32
Westbury Property Fund Limited15 August 2007 The Westbury Property Fund Limited Proposals including a merger with the Eddie Stobart Group SUMMARY The Board of Westbury is pleased to announce a series of proposed transactionswhich will transform the Company into a multi-modal transport and logisticsbusiness giving its customers access to road, rail, deep sea and inland waterwaytransport systems and deep sea port, inland port and rail-connected storagefacilities. • Merger with the Eddie Stobart Group, a leading UK independent haulage and logistics company - aggregate consideration of £138 million, comprising £62 million in cash and £76 million in new shares - present owners Andrew Tinkler and William Stobart will become substantial shareholders and lead the management team of Eddie Stobart Limited as CEO and COO respectively • Westbury will be renamed Stobart Group Limited • Creation of a fully integrated asset-backed logistics company with net assets of over £250 million • Disposal of substantially all of Westbury's wholly-owned property portfolio - aggregate consideration of £142 million (£62 million net of debt repayment) - sold to WADI Properties Limited at a small premium to 30 June NAV • Acquisition of O'Connor, a rail-connected freight handling business - aggregate consideration of £23 million - assumption of circa £4.5 million of net debt - consideration to be paid in cash and loan notes As a consequence of these transactions it is proposed that changes are made toWestbury's Memorandum of Association, that the existing arrangements with theInvestment Manager are terminated and that new arrangements to incentivise theEnlarged Group's personnel are implemented. A prospectus in respect of the Enlarged Group will be posted to shareholdersshortly, as will a separate circular setting out further details of theProposals and convening an EGM. Richard Burrell, investment manager of The Westbury Property Fund Limited,commented: "The Board of Westbury believes very strongly that in the coming years theopportunity for forward-thinking more environmentally-sensitive logisticsbusinesses will be considerable. I am delighted that in Eddie Stobart we havefound a very talented team of people with a great record who share that view.Eddie Stobart is a first class business in its own right and together withWestbury's developing deep sea, inland waterway, rail and storage businesses,which are considerably strengthened by the acquisition of O'Connor, and thedisposal of substantially all of Westbury's property portfolio, we believe wehave the makings of a compelling multi-modal logistics business which will bringvaluable benefits to customers and shareholders." A meeting for analysts will take place at the London Stock Exchange, 10Paternoster Square, London, EC4M 7LS at 11 a.m. this morning, 15 August 2007. Enquiries Assura Group Richard Burrell 0207 107 3830 Louise Bathersby 0207 107 3830 [email protected] Lansons Communications Tony Langham 07979 692 287 [email protected] Charlie Field 07884 001 148 [email protected] Karen Mignon 07766 651 327 [email protected] Cenkos Ian Soanes 020 7397 8924 [email protected] Cenkos Securities plc, which is authorised and regulated by the FinancialServices Authority, is acting for The Westbury Property Fund Limited and no oneelse in connection with the matters referred to in this announcement and willnot be responsible to anyone other than The Westbury Property Fund Limited forproviding the protections afforded to its customers or for providing advice toany other person in relation to the matters referred to in this announcement. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to acquire, purchase orsubscribe for any securities. This announcement has not been examined orapproved by the FSA or the London Stock Exchange or any other regulatoryauthority. The distribution for this announcement in certain jurisdictions maybe restricted by law and therefore persons into whose possession thisannouncement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. Certain statements in this announcement are forward looking statements. Bytheir nature, forward looking statements involve a number of risks,uncertainties and assumptions because they relate to events and/or depend oncircumstances that may or may not occur in the future and could cause actualresults to differ materially from those expressed in, or implied by, the forwardlooking statements. These include, among other factors: the Group's ability toobtain capital/additional finance; the limitations of the Group's internalfinancial controls; any increase in competition; an unexpected decline inturnover; legislative, fiscal and regulatory developments including, but notlimited to, changes in environmental and safety regulations; and currency andinterest rate fluctuations. These and other factors could adversely affect theoutcome and financial effects of the plans and events described herein. Forwardlooking statements contained in this announcement based on past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. Subject to any requirement under theListing Rules of the UK Listing Authority, neither the Company nor CenkosSecurities Limited undertakes any obligation to update or revise any forwardlooking statements, whether as a result of new information, future events orotherwise. You should not place undue reliance on forward looking statements,which speak only as of the date of this announcement. The Westbury Property Fund Limited Proposals including a merger with the Eddie Stobart Group Introduction Westbury has, today, announced a series of proposed transactions which willtransform the Company into a multi-modal transport and logistics business givingits customers access to road, rail, deep sea and inland waterway transportsystems and deep sea port, inland port and rail-connected storage facilities. The Proposals include the merger of Westbury with the Eddie Stobart Group, thedisposal of the WPL Portfolio and the acquisition of O'Connor. Eddie Stobart is a leading independent transport company in the UK logisticsmarket. It is proposed that the Merger will be effected by the acquisition ofthe Eddie Stobart Group by the Company for an aggregate consideration of £137.7million. The consideration will be satisfied by a cash payment of £61.7 millionand the issue of the Consideration Shares to the Stobart Shareholders uponCompletion at a price of 166.2 pence per share. It is proposed that the WPL Portfolio be sold to WADI Properties, a companyowned and controlled by the Stobart Shareholders, by means of a sale by theCompany of WPL for a consideration of £142.0 million before expenses. Theconsideration will be satisfied by the novation to and the assumption by WADIProperties of the existing bank debt of £79.8 million associated with the WPLPortfolio, a cash payment anticipated to be in the region of £30.2 million uponCompletion and WADI Properties agreeing to procure the repayment of WPL'soutstanding intercompany debt to the Company which is anticipated to be in theregion of £32.0 million. The Company's subsidiary, Westlink, proposes to acquire O'Connor for anaggregate consideration of £23.0 million. The consideration will be satisfied bya payment of £2.6 million in cash and the issue by Westlink of £20.4 million inGuaranteed Loan Notes. Westlink will also assume O'Connor's existingindebtedness, which the Directors estimate will be approximately £4.5 millionupon completion of the Acqusition. Upon completion of the Merger, it is proposed that Westbury will be renamedStobart Group Limited and changes will be made to its Memorandum of Associationso that it more accurately reflects the activities of the Enlarged Groupfollowing completion of the Transactions. Given the transformation of theCompany it is proposed that the existing arrangements with the InvestmentManager will be terminated and that the Investment Manager will be paid in cashthe full amount of its notice period entitlement and that it will receive theSettlement Shares in respect of its accrued performance fee. New arrangements toincentivise the Enlarged Group's personnel are also proposed. In view of the sizes of the Eddie Stobart Group and the WPL Portfolio inrelation to the Company and the nature of the Transactions each of the Mergerand the Disposal are conditional inter alia on the approval of Shareholderswhich will be sought at an Extraordinary General Meeting. The Acquisition isconditional inter alia upon completion of the Merger. Completion of the Mergerand the Disposal is expected to take place on or around 20 September 2007 andthe Acquisition is expected to complete shortly thereafter. As the Merger is being treated as a reverse takeover under the Listing Rules,trading in the Shares will be suspended pending publication of a prospectusrelating to the Enlarged Group. The prospectus is expected to be publishedshortly. Background to and reasons for the Proposals In August 2006 Westbury repositioned itself as a commercial property and portsbusiness with the intention of redeploying its assets from commercial propertyinto the ports and logistics sectors over time in order to create a ports andlogistics business able to provide customers with access to road, rail and deepsea and inland shipping transport networks. The Company has benefited fromstrong growth in the UK commercial property market over the last five years andthe Board considers that future returns from the WPL Portfolio are unlikely toexceed the total returns that may be achieved from ports, rail and logisticsbusinesses. Westbury is actively pursuing its revised strategy with the acquisition of AHCand the recent disposal of its interest in Mid City Place in addition to seekingto complete the proposed Transactions. Eddie Stobart is a long-established logistics business. The core of its businessis domestic road transport but the group has also developed integratedtransport, storage, rail freight and European operations in recent years. LikeWestbury, Eddie Stobart has recognised the potential importance of rail freightto the UK transport industry and has recently been successful in establishing arail transport service for one of its largest customers. The Directors considerrail transport could offer a complementary service to road transport operationsand could deliver financial, operational and environmental benefits in certaincircumstances. They also believe that access to deep sea and inland shippingwill prove attractive to customers of the Enlarged Group. The Merger brings together the established integrated logistics operations ofEddie Stobart with the emerging multi-modal port and rail operations of Westburyand provides Eddie Stobart with an asset base which can be used to fund thegrowth of the business. The Directors believe that the Merger will enable bothgroups to accelerate their growth plans and that the combination of thebusinesses brings considerable synergy potential to the Enlarged Group. O'Connor is a rail-linked freight handling business located adjacent to theCompany's recently acquired AHC business in Widnes. In the Directors' view,bringing the two operations together will bring significant benefits in terms ofoperational effectiveness and enable them to offer a wider range of services totheir customers. In addition to the Transactions, the Company is also proposing: to terminate theInvestment Management Agreement, as the role of the Investment Manager will begreatly diminished following the Disposal; to implement the Incentive Plan toincentivise management and Directors in an appropriate manner followingCompletion; to change the name of the Company to better reflect the operationsof the Company following the Merger and Disposal; and to change the Company'sMemorandum of Association to reflect the Company's transition from investmentcompany to trading company. Information on the Transactions Principal terms and conditions of the Transaction Agreements Merger Agreement and Warranty Deed Pursuant to the terms of the Merger Agreement the Stobart Shareholders haveconditionally agreed to sell and the Company has conditionally agreed topurchase the entire issued share capital of Stobart Holdings for an aggregateconsideration of £137.7 million. The consideration is to be satisfied by apayment of £61.7 million in cash and the issue of the Consideration Shares at166.2 pence per share. The Merger Agreement contains commercial warranties fromthe Stobart Shareholders which are usual for this type of transaction. As a result of the issue of the Consideration Shares, Andrew Tinkler and WilliamStobart will together hold 28.5 per cent. of the enlarged issued share capitalof the Company. The Stobart Shareholders have agreed, save in certaincircumstances, not to dispose of the Consideration Shares for a period of 12months following Completion. Completion of the Merger remains subject to variousconditions precedent including the approval of Shareholders. Pursuant to theterms of the Merger Agreement, the Investment Manager, the Company and theStobart Shareholders have entered into a warranty deed under which theInvestment Manager and the Company have given certain warranties andundertakings in respect of Westbury in favour of the Stobart Shareholders. Disposal Agreement Pursuant to the terms of the Disposal Agreement, the Company has conditionallyagreed to sell and WADI Properties has conditionally agreed to purchase theentire issued share capital of WPL, the holding company for the WPL Portfolio.The consideration for the sale of the entire issued share capital of WPL is£142.0 million which is to be satisfied by a cash payment of £30.2 million andthe novation by the Company to WADI Properties of bank debt of £79.8 million andWADI Properties agreeing to procure the repayment of WPL's outstandingintercompany debt to the Company which is anticipated to be in the region of£32.0 million at Completion. The Disposal Agreement is on conventional terms fora transaction of this type. Completion of the Disposal remains subject tovarious conditions precedent including the approval of Shareholders. Acquisition Agreement Pursuant to the terms of the Acquisition Agreement, the O'Connor Shareholdershave conditionally agreed to sell and Westlink has conditionally agreed topurchase O'Connor for an aggregate consideration of £23.0 million. Theconsideration is to be satisfied by a payment of £2.6 million in cash and theissue of £20.4 million in Guaranteed Loan Notes by Westlink. Westlink will alsoassume O'Connor's existing indebtedness which the Directors estimate will beapproximately £4.5 million at Completion. The Acquisition Agreement containscommercial warranties from the O'Connor Shareholders which are usual for thistype of transaction. Completion of the Acquisition is conditional upon interalia completion of the Merger and the consent of the National Westminster Bankplc and certain finance lessors to the change of control of O'Connor. Financial Effects of the Transactions The Transactions will transform Westbury from being a property investmentcompany with significant logistics investments into a multi-modal transport andlogistics business and the financial profile of the business will changeaccordingly. The Merger and the Acquisition will bring substantial trading businesses intothe Group, increasing the Group's turnover and trading profits considerablywhilst the Disposal will release funds for reinvestment, reducing tangible netassets and rental income. As at 30 June 2007 the book value of the WPL Portfolio being sold was £139.4million, or £59.6 million net of associated bank debt. The Disposal saleproceeds are estimated to be £141.2 million after expenses representing apremium of £1.8 million to the net book value. The net proceeds of the Disposalare estimated to be £58.4 million, after the novation of the Company'sassociated bank debt facility to WADI Properties and transaction costs. Thesenet proceeds will be used to satisfy the cash element of the considerationpayable by the Company to the Stobart Shareholders pursuant to the terms of theMerger Agreement. In the year ended 28 February 2007 the Eddie Stobart Group generated EBITDA of£14.1 million on turnover of £167.9 million and as at that date had net assetsof £11.5 million. In the year ended 30 March 2007 O'Connor generated profit before tax of £1.6million on turnover of £11.2 million and as at that date had net assets of £3.9million. The Directors consider there to be opportunities to save costs when O'Connor'soperations are combined with those of AHC and they expect the multi-modallogistics service that the Enlarged Group will be able to offer its customers tobring considerable revenue synergies. The profits and cash flow of the EddieStobart Group and O'Connor are expected to enhance the Company's ability to paya progressive dividend, as described below, whilst further joint ventureinvestment property sales will release cash for further investment in theCompany's logistics operations. Information on Eddie Stobart Introduction Eddie Stobart is an integrated logistics company which serves the UnitedKingdom, as well as having operations in Europe. It has grown significantlysince its incorporation in 1970, by the eponymous Eddie Stobart, and today itoperates a fleet of over 900 vehicles and 1,500 trailers from 27 sites(including ten customer sites), across the UK, and one site in Belgium. EddieStobart's core business is domestic road haulage, but the company has alsodeveloped integrated transport, storage, rail freight and European operations inrecent years. Having been in the ownership of the Stobart family since its incorporation, in2004 Eddie Stobart was sold to a company owned by Andrew Tinkler and WilliamStobart. As Chairman and Managing Director respectively of Eddie Stobart, AndrewTinkler and William Stobart built and led a management team which has refocusedthe business of Eddie Stobart and firmly re-established its growth. EddieStobart is a strong brand in the UK logistics industry. Having grown turnoverand profits in recent years and established an efficient, effective operation,including scaleable and comprehensive IT, vehicle tracking and schedulingsystems and management structures, the Directors are confident that EddieStobart can exploit its brand and continue to grow strongly. Eddie Stobart operates primarily from three management locations: Carlisle,which focuses on specialist fleet planning, storage, logistics and branding;Appleton Thorn, Warrington which focuses on general and European fleet planning;and Daventry which is dedicated to Tesco fleet planning and rail operations. Integrated services provided to customers cover the following: Transport and Storage Eddie Stobart operates from a network of 27 sites (including ten customer sites)across the UK, with one site in Belgium, utilising a fleet of over 900 vehicles. By targeting and winning complementary contracts Eddie Stobart's planners donot have to rely solely on finding non-contracted back loads to utilise thetransport fleet (including rail containers). An integrated approach to planningthe fleet and strategic sourcing of contracts that fit the network helpsmaximise fleet utilisation, maintains consistent customer service and supportshigher margin work. The efficiency of the fleet benefits from: • national network covering the whole of the UK mainland; • the critical mass of fleet and drivers; • use of a growing number of owner-drivers; and • a strategic mix of customers and associated route requirements throughout the UK. The fleets are planned from dedicated centres which ensures: • a greater degree of integration than a multi-site planning operation; • a better understanding and stronger relationships between planners and drivers; • greater levels of visibility and control for key management; and • lower overheads. The large UK fleet is supported by a fleet of vehicles offering services acrossEurope and focusing on niche operations using specialist trailers includingwalking floor, fridge, double-deck fridge, mega and secure trailers. The transport offering integrates with the storage offering of Eddie Stobartwhich includes approximately 2.6 million square feet of storage space,strategically located throughout the UK together with the depot at Lokeren,Belgium. Eddie Stobart warehouses offer adaptable storage and racking solutionsto a variety of customers. Services offered range from arms length landlord andtenant agreements through to running consolidated distribution centres. Eachwarehouse is Eddie Stobart branded, is serviced by a range of the latest ITequipment and operates a networked, bespoke, dedicated management systemallowing tight controls over stock, conforming with customers' traceabilityrequirements. Customers can access their stock levels in real time viaelectronic communication. Products catered for include food, medical, packaging,building materials and consumer goods. Within some of the warehouse locations Eddie Stobart offers a full "contract-out" service. This is an extensive range of solutions tailored to meet individualcustomer requirements. Due to the growth of outsourcing, the market for thisservice is growing, meaning that there are significant opportunities to generateadditional revenues through focusing on the strategic marketing of this service. Rail Services Eddie Stobart recognises the growing demand for energy efficient transportsolutions. Eddie Stobart started its rail operations in 2006 and now operates adaily round trip rail service from Daventry to Grangemouth five days a week. In order to reduce carbon emissions and reduce road congestion, the EU and UKgovernments are encouraging greater use of rail freight over road transport.There now exists significant scope for extending this service to existingcustomers and for introducing new services to other customers. Branding and Merchandising Branding and Merchandising deals with the subscribers to the members club andsells branded merchandise to the general public via the website and three shopsbased at Carlisle, Appleton Thorn and Daventry. Information on Westbury Westbury was established in January 2002 as a closed-ended investment company(The Westbury Property Fund Ltd) incorporated in Guernsey. For the three yearperiod to December 2006 Westbury achieved a total return (measured by IPD) of26.6% per annum compared to its benchmark which returned 18% per annum. Thisplaced Westbury first out of a peer group of 56 over the period.(1) In August 2006 Westbury repositioned itself as a commercial property, ports andrail business with the intention of redeploying its assets from commercialproperty into ports and logistics sectors. In January 2007 Westbury announcedthat it was considering the disposal of a portfolio of its properties. Westbury owns Port of Weston in Runcorn - a 50 acre site with road, deep sea,inland waterway and proposed rail access. A significant, 5 year phasedregeneration of the site into an inter-modal port facility is proposed whichwill enable freight currently transported by road to be transferred to water andrail. The proposed regeneration intends to incorporate: • up to 400,000 square feet of warehousing including a bulk processing capability and palletised and bonded storage facilities; • new container handling facilities fronting the Manchester Ship Canal capable of handling 1 million tonnes of freight per annum; • an extension to the nearby existing West Coast main line rail siding into a new on-site rail connected warehouse facility; • a new link road providing improved access from the local road and wider motorway network; • improved navigable access between the dock and the Manchester Ship Canal in order to accommodate short sea and coastal, as well as deep sea, shipping vessels; and • a bulk liquid tank farm and packing facility. Westbury, through its subsidiary Westlink, has recently completed a strategicjoint venture, VWR, with Victa Railfreight, a rail freight operator. Westbury announced in March 2007 that it had acquired AHC, a rail terminaloperator and storage, facilities handling and transport business on a 103 acresite. AHC has a long track record in logistics and train terminal operations andbenefits from longstanding client relationships and secure revenue streams.There is a substantial rail head on site with four rail sidings which, oncefully operational, offers the potential to boost income levels through railfreight operations. Information on the WPL Portfolio The WPL Portfolio comprises 19 properties located across the UK in the retail,office, industrial and education sectors and represents the majority of theCompany's wholly-owned portfolio. The WPL Portfolio has been valued by KnightFrank LLP at £139.4 million as at 30 June 2007 and was producing at that daterental income of £7.4 million per annum. Information on O'Connor O'Connor is a rail terminal operation located immediately adjacent to the AHCsite at Widnes covering approximately 39 acres. O'Connor currently handles fourtrains per day with an annual throughput of approximately 70,000 containers. Theoperation is a partner in the Mersey Multi Modal Gateway Project. In addition toits railhead operations O'Connor operates approximately 73 tractor units haulingcontainers from the railhead to their final destination. O'Connor currentlyoperates solely in railhead and in transportation and has no warehousingactivities. Information on the Enlarged Group Strategy of the Enlarged Group Upon Completion, the Enlarged Group will comprise five principal elements: • the Eddie Stobart contract logistics business; • the Westlink port interests of Westbury, comprising the Port of Weston and associated road infrastructure and warehousing, proposed rail and property interests on connected land; • AHC and O'Connor which together will create a rail-connected transport and storage facility operating on adjacent sites comprising in aggregate 142 acres with ten rail sidings and approximately 650,000 square feet of warehousing; • VWR, a rail freight operator; and • the property and property joint venture interests of Westbury, comprising one property and nine investments with a book value as at 30 June 2007 of £80.6 million. The strategy of the Enlarged Group will be: • to invest in the Westlink port and rail terminal interests to create an inter-modal port facility with road, rail, deep sea and inland waterway access, capable of handling significant cargo volumes and establish a link to the Eddie Stobart transport network; • to pursue organic expansion of the Eddie Stobart business, with particular emphasis on new opportunities with new and existing customers; • to invest in complementary logistics businesses, including port, rail and road transport businesses, in order to further develop the Eddie Stobart offering in the UK and Europe; and • to realise the existing joint venture property interests according to individual business plans. Termination of Investment Management Agreement As a result of the Disposal, the role of the Investment Manager will be greatlydiminished. Therefore, in accordance with the terms of the Investment ManagementAgreement it has been agreed between the Company and the Investment Managerthat, should the Disposal be effected, the Investment Management Agreement willbe terminated. On termination of the Investment Management Agreement, theInvestment Manager will be paid £10.7 million in cash, representing the fullamount of its notice period entitlement and the accrued performance fee of £10.6million will be discharged by the issue of the Settlement Shares at 166.2 penceper share to the Investment Manager. The Investment Manager has agreed, save incertain circumstances, not to dispose of the Settlement Shares for a period of12 months following Completion. Amendment to the Memorandum of Association In order to reflect the Company's transition from being a property investmentcompany to being an asset-backed logistics group the Directors propose certainchanges to the Company's Memorandum of Association including the addition of ageneral objects clause "to carry on business as a general commercial company"(which, under the Law, shall permit the Company to carry on any trade orbusiness whatsoever) and more specific objects clauses relating to carrying onmulti-model ports, rail and logistics businesses. Incentive Plan The Board considers that the Enlarged Group's personnel are key to itsdevelopment and should be appropriately incentivised. Accordingly, it isproposed that the Company should adopt the Incentive Plan to retain keyemployees and to attract new employees. The proposed Incentive Plan provides fora series of share-based payments, subject to achievement of a variety ofperformance criteria. The maximum number of Ordinary Shares which may be awardedunder the Incentive Plan is 5 per cent. of the issued share capital of theCompany from time to time. Directors and Senior Management of the Enlarged Group Following Completion, the board of Westbury will remain composed of the currentDirectors, each of whom is non-executive. Each of Stobart Holdings and the principal operating subsidiary of the EnlargedGroup, Eddie Stobart, will be managed by an operational board of directorscomposed of the current Eddie Stobart directors and personnel, as well asfurther directors who will join from Westlink and the Investment Manager's teamto undertake roles within the Enlarged Group. Andrew Tinkler and William Stobartwill be Chief Executive Officer and Chief Operating Officer respectively of eachoperational board of Stobart Holdings and Eddie Stobart. It is the Board's intention that Richard Burrell and Nigel Rawlings will bothassume part time executive roles on the board of Eddie Stobart and will assumeoperational roles in the running of the operational business of the EnlargedGroup during the transitional phase. There is an intention in the medium termthat Richard Burrell and Nigel Rawlings will be invited to join the Board asnon-executive directors. Employee Option Arrangements The Board recognises that Richard Burrell and Nigel Rawlings will have importantroles within the Enlarged Group and the development and implementation of itsfuture strategy. In order to incentivise Richard Burrell and Nigel Rawlingsgoing forward the Board intends to grant them options to acquire in aggregate upto 1,504,159 Ordinary Shares at the option price of 166.2 pence per OrdinaryShare for a period of three years following Completion. The granting of suchoptions is conditional upon inter alia the completion of the Transactions. Change of Name Upon completion of the Merger it is proposed that the name of the Company bechanged to Stobart Group Limited. Financial Reporting Upon Completion, the Company's accounting reference date will be changed from 31December to 28 February to conform to that of the Enlarged Group's principaltrading subsidiaries. The first audited annual results for the Enlarged Groupwill be prepared for the period to 28 February 2008 and are expected to bepublished in May 2008. Dividend policy Upon Completion, the Company will adopt a dividend policy more suited to atrading company. The Board intends to declare dividends on its Ordinary Sharestwice annually at the time of announcement of its interim and final results.Dividends on the Company's Income Shares will continue to be declared on thepresent basis. The Directors are targeting a dividend of 8 pence per OrdinaryShare for the 14 month period ending 29 February 2008. Extraordinary General Meeting An Extraordinary General Meeting will be held to consider the Proposals andnotice of this will be shortly despatched to Shareholders. Completion of the Proposals and admission of the Shares to the Official List andto trading on the Main Market of the London Stock Exchange is expected to takeplace shortly after the EGM. Enquiries Assura Group Richard Burrell 0207 107 3830 Louise Bathersby 0207 107 3830 [email protected] Lansons Communications Tony Langham 07979 692 287 [email protected] Charlie Field 07884 001 148 [email protected] Karen Mignon 07766 651 327 [email protected] Cenkos Ian Soanes 020 7397 8924 [email protected] Cenkos Securities plc, which is authorised and regulated by the FinancialServices Authority, is acting for The Westbury Property Fund Limited and no oneelse in connection with the matters referred to in this announcement and willnot be responsible to anyone other than The Westbury Property Fund Limited forproviding the protections afforded to its customers or for providing advice toany other person in relation to the matters referred to in this announcement. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to acquire, purchase orsubscribe for any securities. This announcement has not been examined orapproved by the FSA or the London Stock Exchange or any other regulatoryauthority. The distribution for this announcement in certain jurisdictions maybe restricted by law and therefore persons into whose possession thisannouncement comes should inform themselves about and observe any suchrestrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. Certain statements in this announcement are forward looking statements. Bytheir nature, forward looking statements involve a number of risks,uncertainties and assumptions because they relate to events and/or depend oncircumstances that may or may not occur in the future and could cause actualresults to differ materially from those expressed in, or implied by, the forwardlooking statements. These include, among other factors: the Group's ability toobtain capital/additional finance; the limitations of the Group's internalfinancial controls; any increase in competition; an unexpected decline inturnover; legislative, fiscal and regulatory developments including, but notlimited to, changes in environmental and safety regulations; and currency andinterest rate fluctuations. These and other factors could adversely affect theoutcome and financial effects of the plans and events described herein. Forwardlooking statements contained in this announcement based on past trends oractivities should not be taken as a representation that such trends oractivities will continue in the future. Subject to any requirement under theListing Rules of the UK Listing Authority, neither the Company nor CenkosSecurities Limited undertakes any obligation to update or revise any forwardlooking statements, whether as a result of new information, future events orotherwise. You should not place undue reliance on forward looking statements,which speak only as of the date of this announcement. DEFINITIONS The following definitions apply throughout this announcement, unless the contextotherwise requires: Acquisition the proposed acquisition of the entire issued share capital of O'Connor in accordance with the terms of the Acquisition Agreement Acquisition Agreement the conditional acquisition agreement dated 15 August 2007 between (1) the O'Connor Shareholders and (2) Westlink, pursuant to which the O'Connor Shareholders have agreed to sell and Westlink has agreed to purchase, the entire issued share capital of O'Connor Admission the admission of the Shares to the Official List and to trading on the Main Market of the London Stock Exchange AHC AHC Warehousing Limited, a subsidiary of the Company, acquired on 23 March 2007 Articles of Association the articles of association of the Company Board or Directors the directors of the Company Cenkos Cenkos Securities plc, which is authorised and regulated in the UK by the FSA to carry on investment business Channel Islands Stock The Channel Island Stock Exchange, LBGExchange or CISX Company or Westbury The Westbury Property Fund Limited, a closed-ended investment company incorporated in Guernsey and registered with number 39117, to be renamed Stobart Group Limited upon completion of the Merger Completion completion of the Transactions Consideration Shares the 45,726,434 Ordinary Shares to be issued as part of the consideration pursuant to the Merger Agreement Daventry Daventry International Rail Freight Terminal Disposal the proposed disposal of the WPL Portfolio which is to be effected by the proposed sale by the Company of WPL pursuant to the terms of the Disposal Agreement Disposal Agreement the conditional agreement dated 15 August 2007 between (1) Westbury and (2)WADI Properties relating to the Disposal Eddie Stobart Eddie Stobart Limited, the principal trading company of the Eddie Stobart Group, incorporated in England & Wales with registered number 995045 Eddie Stobart Group the Eddie Stobart group of companies comprising Stobart Holdings and its subsidiary undertakings Enlarged Group the Group following completion of the Transactions Extraordinary General Meeting or EGM the extraordinary general meeting of the Company to consider the Proposals FSA the Financial Services Authority FSMA the Financial Services and Markets Act 2000, as amended Group the Company, its subsidiaries and its subsidiary undertakings from time to time Guaranteed Loan Notes the £20,400,000 guaranteed loan notes 2009 to be constituted pursuant to the terms of the loan note instrument to be made by Westlink Incentive Plan the proposed executive equity plan Incentive Plan Shares the 8,029,836 Ordinary Shares to be issued in accordance with the Incentive Plan Income Shares income shares of 10p each in the capital of the Company Investment Management Agreement or IMA the investment management agreement originally between (1) Westbury Fund Management Limited, (2) the Company and (3) WPL and dated 15 April 2002 (and most recently novated to the Investment Manager on 15 May 2006) Investment Manager Assura Fund Management LLP, the Company's investment manager IPD Investment Property Databank Law The Companies (Guernsey) Law, 1994, as amended Listing Rules the listing rules issued by the UK Listing Authority, as amended London Stock Exchange London Stock Exchange plc Merger the proposed merger of Westbury and the Eddie Stobart Group to be effected by the acquisition of the entire issued share capital of Stobart Holdings pursuant to the terms of the Merger Agreement Merger Agreement the conditional merger agreement dated 15 August 2007 between (1) Westbury and (2) the Stobart Shareholders relating to the Merger Mid City Place Mid City Place, a property in which Westbury had an interest of 19.7 per cent. New Ordinary Shares the Consideration Shares, the Settlement Shares, the Incentive Plan Shares and the Settlement Shares O'Connor O'Connor Group Management Limited, incorporated in England and Wales with registered number 4270084 O'Connor Shareholders S. P. O'Connor, D.S. O'Connor and L.P O'Connor Official List or Official Lists the Official List maintained by the FSA pursuant to Part VI of FSMA and/or the Official List of the CISX, as the context may require Ordinary Shares ordinary shares of 10p each in the capital of the Company Port of Weston the Company's port located at Weston Point, Runcorn Proposals the Merger, the Disposal, the Acquisition, the change of name of the Company to Stobart Group Limited, the proposed changes to the Memorandum of Association the proposed termination of the Investment Management Agreement and the adoption of the Incentive Plan, each to be voted on at the Extraordinary General Meeting Settlement Shares the 6,382,474 Ordinary Shares to be issued to the Investment Manager in connection with the termination of the Investment Management Agreement Shares Ordinary Shares and Income Shares Shareholders holders of Income Shares and/or Ordinary Shares, as the context may require Stobart Holdings Stobart Holdings Limited, the holding company of the Eddie Stobart Group, incorporated in England & Wales with registered number 5907280 Stobart Shareholders Messrs Andrew Tinkler and William Stobart, the shareholders of Stobart Holdings Limited Transactions the Merger, the Disposal and the Acquisition UK Listing Authority or UKLA the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA VWR Victa Westlink Rail Limited WADI W. A. Developments International Limited (company number 4163442) WADI Properties WADI Properties Limited Warranty Deed the deed dated 15 August between the Company (1) the Investment Manager (2) and the Stobart Shareholders (3) pursuant to which the Company and the Investment Manager have provided certain warranties and undertakings to the Stobart Shareholders in connection with the Company Westlink Westlink Group Limited Weston Point location of the Company's port, Port of Weston WPL Westbury Properties Limited WPL Portfolio the portfolio of 19 properties owned by WPL Note 1: These figures are taken from a report prepared by Investment PropertyDatabank Limited and are calculated on a hypothetical basis given that some ofthe Company's assets do not qualify for inclusion in IPD indices. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
STOB.L