12/09/2006 - 13:56

WRF appoints Gordon as non-executive director

12/09/2006 - 13:56

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West Perth-based boutique funds manager WRF Securities Ltd has appointed Bydand Group managing director Michael Gordon to its board as a non-executive director, following Bydand's acquisition of 16 per cent of issued shares.

WRF appoints Gordon as non-executive director

West Perth-based boutique funds manager WRF Securities Ltd has appointed Bydand Group managing director Michael Gordon to its board as a non-executive director, following Bydand's acquisition of 16 per cent of issued shares.

 

The full text of a company announcement is pasted below

WRF Securities Ltd today announced the appointment to its Board of Directors of Michael Gordon as a Non-Executive Director. Michael is currently the Managing Director of the Bydand Group of Companies which recently became a substantial shareholder of WRF Securities, holding approximately 16 per cent of the Company.

Mr Gordon was the Managing Director and major shareholder of the Peppercorn Management Group which became the largest listed manager of childcare centres in Australia. Peppercorn Management listed on ASX in November 2002 with a market capitalisation of approximately $20 million and was acquired for cash in December 2004 by ABC Learning Centres Limited for a total consideration of $240 million. Prior to the merger with ABC, Peppercorn managed over 500 childcare centres and had been involved in establishing various corporate structures in the childcare sector including a number of unlisted trading trusts and a listed trading trust, and secured the management rights of two listed companies in Australia and New Zealand.

Mr Gordon has appointed Ms Lisa Parkinson as his alternate Director. Ms Parkinson is a member of the Bydand management team having provided corporate advisory services to the Peppercorn Management Group.

Mr Gordon replaces Owen Lennie who has resigned as a Director of WRF Securities. Mr Lennie continues in his current role as Managing Director of WRF Property Ltd. Executive Chairman, Mr Nichevich, acknowledged Mr Lennie's contribution to the Board of WRF.

Commenting on Mr Gordon's appointment Mr Nichevich said: "The appointment of Michael Gordon is an excellent one for WRF Securities. Michael brings to WRF extensive management experience and an outstanding track record of increasing shareholder value."

Mr Gordon said he was delighted to be taking a directorship role in WRF at an important phase in its development. "I believe that WRF has a solid foundation to grow its business into a diverse funds management company. WRF has a strong management team with dedicated and focused employees. I look forward to working with WRF to continue to strengthen the Company and to build on past achievements. I consider that WRF is well placed to take advantage of opportunities in the market and to continue to build on WRF's position in the funds management sector", he said.

WRF Securities has agreed to issue Bydand 4,201,120 convertible notes in conjunction with the appointment of Mr Gordon to the Board of Directors. The principal amount of each convertible note is 70c convertible into one fully paid ordinary share in the company until the 31st December 2008. The convertible notes bear interest at the rate of 8% per annum on the principal amount calculated on a daily basis and payable quarterly in arrears. The issue will be subject to shareholder approval at the annual general meeting and will include an independent report as to the fairness and reasonableness of the proposal. The proceeds will be used to provide additional working capital to help fund the future growth of the business

Commenting on the capital raising, Mr Nichevich said: "The placement to Bydand of convertible notes, which are convertible into fully paid ordinary shares at a premium to the current market price of WRF's shares, is an endorsement of the value Bydand places in the future of WRF. The terms of the convertible notes are structured to provide an incentive for Mr Gordon and Bydand to be committed and focused on improving shareholder value."

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