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West Hamilton Holdings Limited To Become Parent Company West Hamilton Limited
Hamilton, Bermuda, September 5, 2007 - West Hamilton Holdings Limited (WHHL.BH) Incorporated with Limited Liability in and under the laws of the Islands of Bermuda, announces its corporate reorganization.
Introduction
The Board of Directors (the "Directors") of West Hamilton Holdings Limited (the "Company" together with its subsidiary, West Hamilton Limited, "WHL") "The Group" hereby announces that the Directors as well as all regulatory agencies approved the reorganization of The Group. The reorganization of The Group involves the issuance of shares of the Company to holders of shares in WHL
Reorganization of the share capital
A "Scheme of Arrangement" approved by members of WHL at a special general meeting held on 27th June, 2007 gives effect to the conversion of the capital of the WHL from $5.00 par value to $1.00 par value issued to members of the Company on 6th September 2007. In addition, the Company has followed the necessary corporate procedures to cause an exchange of each $5.00 par value share of WHL for 5 new shares of $1.00 par value of the Company. On the effective date of the conversion, 6th September, 2007, the shares of WHL will be cancelled and also be delisted from the Bermuda Stock Exchange. The new shares of West Hamilton Holdings Limited will be listed on the Bermuda Stock Exchange on the effective date and will begin trading on 10th September, 2007. It is anticipated that the new shares will commence trading at a conversion adjusted price equivalent to 20% of the closing price of WHL just prior to the date its shares were delisted.
About the company
West Hamilton Limited, formerly the Bermuda Bakery Limited, was for many decades in the business of making bread and related products until 2004 when the company ceased the bakery operations and changed its name to West Hamilton Limited. On 14th May, 2007 West Hamilton Holdings Limited was incorporated and became the parent company of WHL. Henceforth, the primary asset of the group of companies comprises of real estate holdings with an estimated market value of approximately $24 million. West Hamilton Holdings Limited was incorporated with a reengineered business strategy, focusing on the development of the real estate to create value for shareholders.
Reasons for the Reorganization
The Company was principally engaged in the business of making bread and related products which after many years provided a poor rate of return on investment for shareholders. The Directors recognized the value of the Company's real estate holdings and its location being in the center of a rapidly developing international business market with a continuous demand for premium office space. They decided to move away from the bakery business and created a strategy to aggressively compete in the commercial real estate market with differentiated products and services to meet the demands of the growing international business sector of the economy.
West Hamilton Holdings Limited is forging ahead with a master plan for the phased redevelopment of the former Bermuda Bakery site, arguably the largest consolidated commercial property that is ripe for new commercial development. The 2.09 acre site is located on the north side of Pitts Bay Road in the heart of the expanding business district on the western outskirts of the City of Hamilton, close to shops, restaurants and the popular Pembroke Princess Hotel.
The Chairman, Mr. David White stated that, "The goal of the project is to create a business centre of the highest quality with state-of-the-art office, retail and residential floor spaces that meet the needs of Bermuda's international business sector."
The development includes the construction of four new multipurpose buildings surrounding the current Belvedere Building. The mixed-use development will incorporate and enhance the Belvedere Building whilst respecting the vernacular and scale of the surrounding buildings. Approximately 105,000 square feet of cutting-edge office space, 40,000 square feet of first class residential space, 8,000 square feet of retail space and an underground concierge and parking for 215 cars will be on offer.
Arranged around landscaped pedestrian courtyards, all five buildings will be linked by skywalks above ground and have shared access to the underground concierge and parking. In addition, shops, restaurants and cafes will bring Belvedere Place to life in a setting of nearly 48% open space of the total acreage.
The Chairman recognized that, "The key to success is the ability to carefully phase the development of the buildings to meet the growing demands for commercial space that compliments the high standards of a highly competitive international business market. We will provide premium space bundled with discretionary but complimentary services which differentiate our combined offering from the general market."
The first phase, commencing early next year will involve the demolition of the entire site around the current Belvedere Building and the excavation needed for the whole complex comprising the four new buildings. This phase of construction will also include the development of the first new building on Pitts Bay Road to the east of the Belvedere Building, the construction of the underground parking and all underground construction works for the entire complex.
The Chief Financial Officer, Mr. Harrichand Sukdeo, noted that, "The development of the complex has been planned in five phases to be rolled out sequentially. However, the budget for the total development of approximately $100 million can be fully funded should demand for space dictates simultaneous development of the four new buildings."
LISTING OF SHARES
In addition to the listing of the shares of West Hamilton Holdings Limited on the Bermuda Stock Exchange, the shares have been accepted as eligible securities for deposit, clearance and settlement in the Exchange's Bermuda Securities Depositary (BSD).
GENERAL
Details relating to the timing and arrangements for the cancellation of existing share certificates and for any issuance of new certificates representing Shares after the "Scheme of Arrangement" becomes effective have been set out in a Circular to shareholders of WHL dated 22nd August, 2007.