WNG Worthington Nic

RNS Number:5047G
Worthington Nicholls Group plc
29 October 2007


                         Worthington Nicholls Group Plc

            ("Worthington Nicholls" or the "Company" or "the Group")


                            RESPONSE TO REQUISITION


Introduction


On 24 October 2007, the board of directors (the "Board") of Worthington Nicholls
announced it had received a notice (the "Notice") from certain shareholders
(together the ''Requisitioning Group'') requisitioning a general meeting (the
"EGM") to consider resolutions for:


-   the removal from office as a director of the Company of the Chairman,
    Alastair Stoddart, and Christopher Neilson, David Levis and Stephen Mulligan;
    and

-  the appointment as directors of the Company of Simon Delaval Beart,
   Ian Rodney Mann and Thomas William Good.


This announcement provides further details of the Notice and an update on:


-   the EGM requisition process and timing;

-   the process of identifying a Chief Executive and permanent Finance
    Director;

-   consideration being given to alternative options available to the
    Company;

-   discussions held with the requisitionists prior to receipt of the
    Notice; and

-   the strategic and operational review.


The EGM requisition process and timing


In accordance with the provisions of the Companies Act 2006, the Company has a
period of 21 days from receipt of the Notice in which to write to shareholders
as a whole to convene an EGM to consider the matters set out in the Notice. Such
EGM must be held no later than 28 days following the notice from the Company
convening the EGM.


Accordingly, the Company will, by no later than 8 November 2007, write to
shareholders to convene an EGM of the Company, which will be held no later than
6 December 2007, to allow shareholders to vote on the matters set out in the
Notice.


Update on the process of identifying a Chief Executive and permanent Finance
Director


Following the trading update on 17 August 2007 and the appointment of
Christopher Neilson as interim Finance Director on 19 September 2007, the Board
began a strategic and operational review of the Company and its subsidiaries
(together the "Group"), a financial review and a process designed to strengthen
the management of the Company.


It has always been the Board's stated intention to run an orderly and
well-considered process in order to deliver the best option to the Company's
shareholders. Indeed, it is the duty of each of the Directors to ensure that
they promote the success of the Company and consider all of the options
available to it.


Early in the process it became apparent that the search for suitable candidates
for the Chief Executive role and other management positions was being hampered
by the uncertainty surrounding the Company whilst its financial review was
ongoing.


Since the findings of the KPMG review were announced on 15 October 2007,
however, the search for suitable candidates has gathered momentum.


The search is being co-ordinated by Alastair Stoddart, Chairman, and Christopher
Neilson, interim Finance Director, with the assistance of its professional
advisory team. Candidates have been identified through a number of channels
including financial intermediaries, headhunters, the Board's own contacts and a
number of direct approaches from candidates. From the interest received to date,
the Company has interviewed 7 candidates.


The first stage of the process is designed to establish each individual's
suitability and availability for the role. The Board continues to receive
additional candidates and expects this first stage of the process to be
completed by 2 November 2007.


Candidates selected for the second stage of the process will be provided with
further information on the Company and access to operational team members to
enable them to formulate an initial outline strategy for the Group, upon which
the candidates will be assessed and the appropriate individual or team selected.


If practicable, the final stages of this process will be undertaken in
consultation with a number of the Company's significant shareholders, so to
ensure support ahead of any formal proposal, which, it is envisaged, would be
made ahead of the EGM.


The identification of a permanent Finance Director is an important appointment
for the Group and the Board considers that the new Chief Executive has to be
involved in that process.


Alternative Options


Alongside this process, the Board is considering a number of alternative options
that have presented themselves or may be available to it. The Board has noted
the recent press speculation regarding a possible merger and in this regard
confirms that, at present, it is not in possession of a formal proposal from any
party that may lead to it making an acquisition or to the Company or its assets
being acquired.


Messrs Beart, Good and Mann


Prior to the commencement of the formal process of identifying a Chief Executive
and prior to the announcement of the initial findings of the financial review,
on 30 August 2007 the Non Executive Directors met with Mr Beart, who had been
proposed as a replacement candidate for the role of Chief Executive of the
Company. On 4 October 2007, Alastair Stoddart and Chris Neilson met with Mr
Beart again with a view to progressing discussions on this subject.


Despite the Board's best intentions, these initial meetings proved inconclusive
from the Company's point of view.


Notwithstanding these discussions, in a letter dated 5 October 2007, the Board
did invite Mr Beart to be part of the candidate process described above.
Instead, Mr Beart, supported by the Requisitioning Group, who are interested in
12,628,188 ordinary shares in the Company, representing 14.51% of the voting
share capital of the Company, chose a route that they knew might have an adverse
affect on the Company's business.

The Board is seeking to engage in fresh discussions with Mr Beart, as part of
its ongoing process, in an effort to establish whether Mr Beart and his team
represent the best option available to the Company. The Board hopes that Mr
Beart will join in this process, consider the information that will be made
available to him and take advantage of discussions with management.


Update on strategic and operational review


The strategic and operational review is ongoing. KPMG continues to assist with
this exercise and initial findings are being communicated to the Board. A
further update will be provided as and when appropriate.


Conclusion


The Board reiterates its disappointment at the actions of the Requisitioning
Group, given that the process the Board is undertaking is designed solely to
identify the best way to take the Company forward.


Management is working to secure orders and contracts from its continuing
customer relationships and continues to believe in the strength of the business
opportunities available to the Group.


The Board will continue its process of assessing all the options available to
the Company, including Mr Beart's team, whilst trying to minimise any damage to
the Company caused by the Requisition. The Board is aware of the urgent
requirement to conclude its process and aims to provide further details to
shareholders on its recommended course of action shortly.



Enquiries please contact:


Worthington Nicholls Group             0870 609 1829
Alastair Stoddart, Chairman
Chris Neilson, Finance Director


Smithfield Group                       020 7360 4900
Reg Hoare / Will Henderson


Blue Oar Securities                    020 7448 4400
Rhod Cruwys / Romil Patel






                      This information is provided by RNS
            The company news service from the London Stock Exchange

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