The revised Wordplex Information Systems Plc rights issue proposals (CI No 700) were predictably dismissed yesterday morning by Apricot as offering nothing new to shareholders. But the slightly improved terms for investors could be just enough to swing the battle towards the Close Brothers/Octagon Industries Ltd-backed plans at Monday’s Extraordinary General Meeting. Certainly, the general feeling in the City is that the vote is going to be close even though the opponents of the refinancing package, led by Chase Manhattan Securities and Barclays de Zoete Wedd who are acting for Apricot, need only 25% to defeat the Wordplex board. Chase says its clients hold over 20% of Wordplex’s equity, but other brokers doubt whether all the clients will vote against the proposals, if they vote at all. One analyst, who asks to remain nameless, says that it is not unknown for around half of the City fund managers – Wordplex shares are spread widely in small amounts amongst both institutions and private shareholders – to abstain on proposals of this kind, or vote in favour of the existing management. He agrees, however, that the issue is complicated in this case by Wordplex’s current lack of established management. If the refinancing proposals are thrown out on Monday, Dr Geoff Bristow of Octagon, who has been acting as managing director over the last three months, is expected to resign. But, his team hopes it won’t come to that. In a strongly worded attack on Apricot on Wednesday, Wordplex chairman John Heywood said the company’s 10 for 13 share offer, or 130p cash alternative is inadequate and conditional. He warned shareholders that if the board’s proposals were rejected they would be highly exposed to attempts by Apricot to change the deal, that is assuming Apricot’s own EGM gave Roger Foster and his colleagues permission to actually going through with the takeover. And, if both the refinancing package and the Apricot bid are thrown out, Heywood says the banks will foreclose on Wordplex quickly.
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