Somers Limited - Offer for Westhouse Holdings PLC

Hamilton, Bermuda – 29 November, 2013 – Somers Limited (“Somers”, the “Company” or the “Group”; Ticker: SOM.BH), a Bermuda exempted financial services investment holding company, announces that it has offered to acquire the entire issued and to be issued ordinary share capital of Westhouse Holdings PLC (“Westhouse”), hereinafter referred to as the “Offer”.

The Offer is being made on the following basis:

for each Westhouse Share:         1 pence in cash

The Offer is the first stage of an equity and debt fundraising of Westhouse, underwritten by Somers, which will include an Open Offer and Placing (collectively the “Conditional Issue”) to raise, in aggregate, up to £3.45 million (before expenses). The Offer is conditional upon:

•               valid acceptances being received in respect of such number of Westhouse Shares which will result in Somers holding Westhouse Shares carrying more than 50 per cent. of the total number of Westhouse Shares; and

•               Financial Conduct Authority (“FCA”) approval to the change of ownership of Westhouse being granted on or before 28 January 2014, being 60 days after the date of publication of the Offer Document.

Somers has made a significant investment in Westhouse to date, of in aggregate £8.9 million and the Board of Somers believes an additional investment is an important part of its strategy to continue to strengthen the Westhouse business and thereby create a well-funded corporate and institutional stockbroking business, that is well placed to exploit a cyclical upturn in the UK financial services industry.

Westhouse is a sectorally focussed corporate and institutional broker. It employs over 50 employees and has 70 corporate clients listed on the London capital markets.  Westhouse offers corporate finance, corporate broking, sales and trading capabilities, supported by equity research.

Members of Westhouse’s management team have undertaken to subscribe for £300,000 worth of Westhouse Shares in the Placing and a further £150,000 of Westhouse Shares will be made available by the Company to other employees on the same terms as Somers. Westhouse will become a subsidiary of Somers following completion of the Offer and Conditional Issue and Somers will therefore be entitled to determine the composition of the Company’s Board. However, the Company will remain as an independent entity operating day-to-day functions distinctly and separately from Somers.

In the context of the proposed financing the Boards of Westhouse and Somers felt it was appropriate to offer Shareholders, and in particular those non-employee minority Shareholders, the opportunity to sell their Westhouse Shares at the same price as the Westhouse Shares will be issued under the Conditional Issue.

Somers has received an irrevocable undertaking from SBS Nominees Limited, on behalf of Mr Ryan Anderson, to accept the Offer in respect of its entire registered holding of 3,545,000 Westhouse Shares representing approximately 10.73 per cent. of Westhouse’s issued share capital, as at the date of this announcement. Accordingly, it is expected that the Offer will become unconditional as to acceptances immediately following FCA approval of the change of ownership of Westhouse.

The Conditional Issue is conditional upon approval of the change of control of Westhouse by the FCA, Westhouse Shareholder approval for an increase in the Company’s authorised share capital and authorisation for the allotment of new Westhouse Shares and the irrevocable and unconditional agreement of each of the PCL Noteholders to the proposed extension of the maturity date of the PCL Notes from 31 December 2017 to 31 December 2018, save in the latter case as otherwise agreed by Somers.

Commenting on the Offer, Warren McLeland, Chairman of Somers said:

“We believe that this proposed fund raising, the strengthening of its management team and the recent cost reduction measures will enable Westhouse to benefit from an upturn in its targeted market. The last few years have been difficult for corporate brokers in London but there are signs from Westhouse’s recent trading performance that there is an opportunity to develop a profitable corporate and institutional stockbroking business. The proposed Offer and investment by Somers will significantly increase our holding in Westhouse and working together with the Westhouse management team will we hope drive value for all Somers shareholders.“

Somers Limited, formerly known as Bermuda National Limited, is a listed exempt financial services investment holding company whose major assets include its 100% owned subsidiary, Bermuda Commercial Bank Limited, one of Bermuda’s four licensed banks and a 62.5% holding in J O Hambro Investment Management Limited, a UK wealth manager with US$6.0 billion assets under management. The Group’s other investments include an economic interest of 66% in the London Stock Exchange listed Private & Commercial Finance Group PLC, a UK asset financing company, a 46.1% stake in Westhouse Holdings PLC, a corporate and institutional stockbroking group and a 58% interest in West Hamilton Holdings. Somers’ shares are publicly traded and listed on the Bermuda Stock Exchange (Website: www.bsx.com  Ticker: SOM.BH) and more details on the Company can be found at www.somersltd.bm

Media Contacts:

Alasdair Younie                                                                                  

Director                                                                                             

Somers Limited                                              

Tel:  +1 441-299-2897                                                           

Email:  ay@icm.bm