Express And Star
Sun, 21 Feb 2021 09:56:16 +000068207729
Those of a certain generation will remember the six-month period when King Kong himself came to Birmingham – but few have as intimate a connection to it as West Midlands comedian Stewart Lee.
Sun, 21 Feb 2021 09:32:10 +000068227305
A woman was left bruised and shaken after being attacked by three masked men thought to have broken into the "wrong" house.
Sun, 21 Feb 2021 09:31:15 +000068213830
New government headquarters will be set up in the Black Country as part of plans to move more civil servant roles out of London.
Sun, 21 Feb 2021 08:51:26 +000068226198
Tributes have been paid to a much-loved Wolves club steward following his death from Covid-19.
Sun, 21 Feb 2021 08:43:27 +000068227404
A man who attacked a driver and his van with a sledgehammer has been locked up for three years.
Sun, 21 Feb 2021 08:43:22 +000068226907
Twenty six more Covid deaths have been confirmed at hospitals in the Black Country, Birmingham and Staffordshire.
Sun, 21 Feb 2021 08:42:14 +0000How many coronavirus deaths in my area?
See the latest figures for coronavirus cases and deaths in your area.
Sun, 21 Feb 2021 08:37:09 +000068228936
Two teenagers have been arrested on suspicion of kidnap after a car was stolen with the owner's young children still inside.
Sat, 20 Feb 2021 19:53:12 +000068227649
Concern is growing for a Staffordshire teenager who has been missing for nearly a week.
Sat, 20 Feb 2021 19:52:17 +000068227089
A drugs suspect was arrested after officers sniffed their way to the car in the Black Country.
Sat, 20 Feb 2021 16:36:15 +000068226671
A man and woman have been released on bail as an investigation into the death of a nine-year-old boy continues.
Sat, 20 Feb 2021 15:14:15 +000068210409
A man has been fined £400 for fly-tipping eight black bags of household waste on a Black Country car park.
Sat, 20 Feb 2021 14:12:14 +000068225168
The Bishop of Lichfield has joined with church leaders across the country to urge people to take the Covid-19 vaccination when offered it.
Sat, 20 Feb 2021 13:43:12 +000068183873
A row between councillors in Dudley has continued over an offer to drive residents to Covid-19 vaccination appointments.
Sat, 20 Feb 2021 13:31:23 +000068173923
Toby Neal calls for some of our new-found routine to be kept for the post-pandemic era.
Sat, 20 Feb 2021 10:45:29 +000068156265
Ancient oak trees dating back to Tudor times are being vandalised by illegal trails for bikes and motorised vehicles.
Sat, 20 Feb 2021 10:45:23 +000068176213
Nightclub bosses are calling for targeted support to save the country’s club scene from the brink collapse.
Sat, 20 Feb 2021 10:45:14 +000068178878
A grandfather has had to have 60 pieces of metal put into his back after he was seriously injured in a hit-and-run in the Black Country.
Sat, 20 Feb 2021 10:44:34 +000068222566
More people are being urged to give up their time and help the fight against Covid as Walsall prepares to ramp up its vaccine programme.
Sat, 20 Feb 2021 10:44:16 +000068219468
Work is due to start this month on a major new £30 million development at the Black Country Living Museum.
Sat, 20 Feb 2021 10:43:14 +000068218350
The attacker has been jailed for 42 months.
Sat, 20 Feb 2021 06:02:45 +0000Captain Coady supports Feed Our Pack campaign
Wolves captain Conor Coady has been packing food parcels to distribute to local families in a bid to reduce food poverty.
Sat, 20 Feb 2021 06:02:30 +000068203549
A village's police station has gone up for sale as part of cost-cutting plans by West Midlands Police.
Sat, 20 Feb 2021 06:02:15 +000068217508
The jury has retired to start their deliberations in the trial of a Dudley father accused of murdering his five-month-old baby daughter.
Sat, 20 Feb 2021 06:02:00 +000068180075
She started with a target of just £1,000 to help the charity that cared for her mum, but the national spotlight has seen an 11-year-old girl’s efforts soar past £20,000.
Sat, 20 Feb 2021 06:01:30 +000068202676
Wolverhampton and Wednesbury have one of the worst pass rates for driving tests in the country.
Sat, 20 Feb 2021 06:00:00 +000068218563
Leaders across the West Midlands have called on the Government to rule out a return to the "complicated" tier system as lockdown is eased.
Fri, 19 Feb 2021 21:19:29 +000068223224
People in Lichfield and Tamworth are being offered Covid testing after a positive South African variant result.
Fri, 19 Feb 2021 20:45:09 +000068220584
A Black Country council has had more than 1,300 complaints about coronavirus regulations – ranging from businesses breaking lockdown rules, price gouging and Covid scams.
Fri, 19 Feb 2021 20:44:27 +000068222795
More than 95 per cent of people aged 70 and over in Dudley have now received the first jab of the coronavirus vaccine, health chiefs said.
Fri, 19 Feb 2021 20:32:09 +000068222529
Birmingham’s Operation Eagle wrapped up this week after more than 12,500 were tested following the recording of the South African variant in the city.
Fri, 19 Feb 2021 20:30:13 +000068222239
About 50 people were found at a birthday party in a soundproof room with a DJ and Class A drugs.
Fri, 19 Feb 2021 20:21:13 +000068213635
A further 23 coronavirus patients have died in hospitals in the Black Country, Birmingham and Staffordshire.
Fri, 19 Feb 2021 20:20:26 +000068215469
A teenager has been charged with possessing information of a kind likely to be useful to a person committing or preparing an act of terrorism.
Fri, 19 Feb 2021 19:15:16 +000068216653
A gunman who blasted a customer with a shotgun at a Black Country barbershop has been found guilty of attempted murder.
Fri, 19 Feb 2021 19:04:12 +000068221808
A teenager has been locked up for attacking a police dog with a machete.
Fri, 19 Feb 2021 17:27:17 +000068216643
A man has been taken to hospital with serious head injuries after he was assaulted in Dudley this morning.
Fri, 19 Feb 2021 17:08:17 +000068219438
Leaders across the West Midlands have called on the Government to rule out a return to the "complicated" tier system as lockdown is eased.
Fri, 19 Feb 2021 17:00:10 +000068218579
More than 300 fines have been handed out across the West Midlands in one week to people breaching Covid-19 restrictions.
Fri, 19 Feb 2021 16:50:10 +000068210272
Jury deliberations in a trial after a man was shot in the stomach outside a Walsall barber's shop during a row relating to money owed over a court have started today.
Fri, 19 Feb 2021 16:30:00 +000068218246
A hospital boss in the West Midlands has said it's "difficult to see" how the NHS will cope if there's another surge in Covid-19 cases.
Fri, 19 Feb 2021 15:07:09 +000068216366
People are being reminded they should only be going shopping for essentials – after it emerged nearly 100,000 people visited a Black Country shopping centre in one week.
Fri, 19 Feb 2021 15:02:09 +000068210186
Wedding and Diwali celebrations which allegedly breached Covid regulations could cost a Wolverhampton pub its licence.
Fri, 19 Feb 2021 14:12:08 +000068211409
A conservation charity has objected to plans to build more than 100 new homes at Wolverhampton Halfpenny Green Airport.
Fri, 19 Feb 2021 13:53:10 +000068140630
A world leading rose breeder on the Shropshire/Staffordshire border has withdrawn an application to build a large greenhouse and outbuildings on green belt land following an outcry from the community.
Fri, 19 Feb 2021 13:32:14 +000068165309
Tributes have been paid to a much-loved councillor and former mayor of Dudley who has lost her fight against Covid-19.
Fri, 19 Feb 2021 12:11:14 +000068207211
Plans to demolish all of the buildings at Perry Barr household waste recycling centre and build new structures have been given the green light, subject to further consultation.
Fri, 19 Feb 2021 12:04:10 +000068209366
Senior councillors have agreed to add an ongoing £50,000 maintenance pot for parks and open spaces into a Staffordshire council’s budget – after the proposal was put forward by opposition group members.
Fri, 19 Feb 2021 11:58:10 +000068209537
Plans to build a housing block on land next to a Grade II-listed church have been rejected by councillors because of over-development concerns.
Fri, 19 Feb 2021 11:55:10 +000068209884
A county council has bought the site of Stafford’s former magistrates’ court as part of plans to regenerate an area of the town centre.
Fri, 19 Feb 2021 11:28:13 +0000Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group, announces that it will be posting a circular to shareholders (the "Circular") today including notice convening a general meeting ("Notice of General Meeting") to be held at 10.00 a.m. on 8 March 2021 at the Company's offices at Chuckery Road, Walsall, West Midlands WS1 2DU (the "General Meeting").
General Meeting
The Board has taken the decision that Shareholders, advisers and other guests will not be allowed to attend the General Meeting in person and anyone seeking to attend the General Meeting will be refused entry. The Company will arrange for the minimum quorum of two Shareholders present in person or by proxy necessary to conduct the business of the General Meeting to attend the General Meeting. Any other Shareholders attempting to attend the General Meeting in person will be refused admission. Shareholders are strongly encouraged to therefore submit their votes on the Resolutions as early as possible.
Shareholders should appoint the 'Chairman of the meeting' as their proxy. If a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the General Meeting in person and cast the Shareholder's vote. Due to the COVID-19 situation, the Directors have taken the decision that voting on the Resolutions at the General Meeting will be taken on a poll, rather than a show of hands, to ensure that Shareholders' proxy votes are recognised.
The Circular is available to view on the Company's website at https://www.chamberlin.co.uk/investors/shareholder-information/shareholder-circulars. Capitalised terms in this announcement shall have the same meaning as in the Circular to be posted to shareholders today.
Background
The Company announces that it has received new funding of £200,000 from Mr Trevor Brown to help support the short-term working capital requirements of the Company. Trevor Brown has been a strategic investor in real estate and equities for more than 30 years.
Trevor Brown has worked as a director in a number of businesses over many years and is currently CEO of IQ-AI Limited, CEO of Braveheart Investment Group plc and a non-executive director of Remote Monitored Systems plc. He was previously a director of Feedback plc, Management Resource Solutions plc and Advanced Oncotherapy plc.
This funding has been advanced by way of an unsecured convertible loan note instrument, resulting in Trevor Brown being issued with £200,000 Notes. Subject to the passing of the Resolutions (as set out below), these Notes will automatically convert into 3,333,333 New Ordinary Shares (at a Conversion Price of 6 pence per New Ordinary Share). The Conversion Price represents a discount of 14.3 per cent. to the closing middle market price of 7 pence per Existing Ordinary Share on 3 January 2021 (prior to suspension of the Existing Ordinary Shares from trading on AIM which took effect at 7.30 a.m. on 4 January 2021). The 3,333,333 New Ordinary Shares will represent approximately 29.5 per cent. of the Enlarged Share Capital.
Alongside the issuance of the Notes, the Board has also agreed that, upon Conversion and conditional on the passing of the Resolutions at the General Meeting, Trevor Brown will be appointed as a non-executive director to the Company. As part of this appointment, Trevor Brown has agreed to explore with the Board all potential options of further funding to help stabilise the short-to-medium term working capital requirements of the Company. It is hoped that, following this Transaction, and a future fundraising (which may include further equity fundraisings), the Company will be in a position with its auditors to be able to publish its annual audited accounts for the year ended 31 March 2020 on a going concern basis and the interim results for the six months ended 30 September 2020, which should, in turn, result in the current suspension of trading of the Existing Ordinary Shares (and, following Admission, the New Ordinary Shares) on AIM being lifted by the London Stock Exchange.
The Conversion of the Notes is conditional, inter alia, on: (i) the approval of Shareholders of resolutions to re-organise the share capital of the Company that will have the effect of reducing the nominal value of each Existing Ordinary Share in the Company to a level below the Conversion Price, and (ii) the granting of the necessary share allotment authorities to the Directors in accordance with the Companies Act in order for the Directors to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of the New Ordinary Shares. The Resolutions are contained in the Notice of General Meeting which is set out at the end of the Circular.
In light of the delay to the publication of the 2020 audited annual results, as was announced by the Company on 18 December 2020, the general authorities obtained from shareholders at the Company's last annual general meeting on 19 July 2019 have expired. Consequently, unless the Resolutions are passed by Shareholders at the General Meeting, not only can the Conversion not take place nor can any future equity fundraising. If this were to happen, the Directors believe that this would prejudicially impact the already limited funding options available to them and should the Company fail to obtain further funds in the short term, the Directors believe the Company will be unable to continue trading as a going concern. In addition, unless the Resolutions are passed by Shareholders at the General Meeting, the Company is expected to be unable to comply with one or more financial covenants that are in place under the terms of its existing facilities with its lending banks. In such circumstances, if the Company is unable to reach agreement on alternative arrangements with its lending banks and other creditors (including HM Revenue & Customs), then this could lead to enforcement action over all or part of the Group's assets including executing a disposal of such assets. In the event that the Resolutions are not passed, the Directors would likely seek to place the Company into some form of insolvency proceeding, or a creditor may take action to enforce or initiate an insolvency proceeding. Any such proceeding would be likely to result in little or no value for Shareholders. Accordingly it is important that Shareholders vote in favour of all of the Resolutions so that the Conversion may proceed and all funding options are available to the Board.
Current Trading and Outlook
The Group is an established foundry and engineering group operating across three subsidiaries:
Chamberlin & Hill Castings Ltd - Casting Facility and Machining Facility
Chamberlin & Hill Castings Ltd, based in Walsall, is a leading supplier of turbocharger components with a proven track record in supplying high-volume components with very accurate tolerances. The divisions' products are supplied to range of sectors such as automotive, construction, general engineering, fitness, highways, heating and hydraulics. In addition, the Group has a high speed leading CNC machining facility capable of producing 600,000 machined parts per year to exacting standards. The division had a recent focus on the European turbocharger market with 4.0 million units produced by the Company in 2018. Production orders fell in the run up to Brexit triggering a Group restructuring process which was completed in March 2020. Having returned to profitability in Q4 2019/20, the division then faced a disruptive impact on both operations and demand from COVID-19.
On 23 November 2020, the Company announced that its machine shop had been experiencing volatile demand due to Brexit, COVID-19 and customer safety stock building. The customer of the largest contract representing approximately 75% of the machine shop's output informed Chamberlin of an earlier transition to the next product evolution which was awarded to another supplier and that ongoing customer orders were likely to be a fraction of the original contract. The Company was to pursue a claim relating to the earlier than planned transition and in the meantime all staff in the machine shop were furloughed.
On 16 December 2020, the Company announced that it had received notice from its major customer, BorgWarner Turbo Systems Worldwide Headquarters GmbH, of its intention to cancel all contracts with effect from 22 January 2021.
On 21 January 2021, the Company announced that it had received revised orders from BorgWarner through to 22 March 2021, the Board had implemented further measures to reduce costs and was exploring options to strengthen the balance sheet, including investigating the possibility of new equity capital and alternative measures to ensure the Company's future. Additionally, the Group has been pursuing an aggressive marketing approach underway to minimise the loss of the BorgWarner business, particularly with non-automotive customers based in the UK, and potential opportunities due to a significant reduction in global foundry capacity more generally.
Russell Ductile Castings Ltd
Russell Ductile Castings Ltd, the Group's Scunthorpe based foundry, produces specialised castings in a variety of iron types and grades, ranging from 10kg - 7,000kg and steel castings from 10kg - 1,000kg used in various industrial applications including power generation, oil & gas pumps and valves, steel production, railways and construction. In addition, the division produces specialist complex castings for components such as gas turbine components, suspension system castings and furnace oven doors. RDC is currently profitable, operating with a full order book and anticipating strong growth prospects over the next year assisted by a reduction in overall market capacity. Key clients across a diverse range of markets such as waste, power, energy and steel manufacture include: Siemens Industrial Turbomachinery, IESA (British Steel), Saint Gobain, Carnaud Metalbox, Johnson Matthey and the Thames Tideway project.
Petrel Ltd
Petrel Ltd is the Group's specialist industrial lighting business with customers being supplied with ATEX approved products throughout the UK, EU and International markets in key sectors including oil & gas, petrochemical, marine and defence. The Group is looking to expand into healthcare opportunities with UV-C lighting and new product lines driven by continued demand for the switch to LED lighting. In addition, the division has new linear and handheld products in development. Petrel is current profitable and there has been a recent strengthening of the division's order book driving improved profitability and cash generation through revenue growth and improved margins. Key clients include SA Equipment, City Electrical Factors, BAE Systems, Dron & Dickson, Rexel UK and Babcock.
Background and Reasons for the Transaction
As was announced in the Company's trading update on 16 December 2020, the Board has been rigorously investigating the possibility of new equity capital and alternative measures to ensure the Company's future. After evaluating all current options with its advisers, the Board was of the opinion that the initial funding by Trevor Brown (by way of this Transaction) represented the best short-term opportunity, whilst continuing to explore all other funding possibilities.
Given Trevor Brown's experience, the Board believe his appointment as a non-executive director (conditional on the passing of the Resolutions at the General Meeting and upon Conversion), will be significantly beneficial and help maximise the ability to exploit all other avenues of funding which might be available to the Group.
Further, given that the Existing Ordinary Shares were suspended from trading on AIM on 4 January 2021 at a price of 7 pence, the Conversion Price for the Notes (which are unsecured and interest free) is considered by the Board to be fair and reasonable when evaluated against the ongoing trading risks and financial pressures the Group are under.
As a result, the Transaction with Trevor Brown is believed by the Board to be the best first step in hopefully demonstrating to the Company's auditor (and creditors, including HSBC) that the Company is able to continue to trade on a going concern basis in order to be able to publish and file its annual audited accounts for the year end 31 March 2020, publish its interim results for the six months ended 30 September 2020 and apply for the suspension of trading of the Existing Ordinary Shares (and, following Admission, the New Ordinary Shares) on AIM to be lifted by the London Stock Exchange.
The Notes are unsecured and interest free. Conversion can only occur upon specific shareholder authority being passed to allot the requisite shares and dis-apply the statutory pre-emption rights over such shares (as is being proposed at the General Meeting). Should a Conversion not occur, the Notes are repayable only at the Board's sole discretion (there is no redemption or long stop date). On entering into the Convertible Loan Note Instrument, the Company has agreed to procure the convening of the General Meeting but no assurance on ever being able to undertake a Conversion has been given. Nevertheless, the Board does unanimously believe that such a Conversion (and the passing of the Resolutions generally) is in the long term best interests of the Company and all Shareholders given the experience Trevor Brown will bring to the Board and the ability to then consider all potential other options of funding for the Group.
Share Capital Reorganisation
As at the date of this announcement, the Company has 7,958,126 Existing Ordinary Shares in issue. The Existing Ordinary Shares traded (at the time of their suspension from trading on AIM on 4 January 2021) below their nominal value of 25 pence. The Company is prohibited by the Companies Act from issuing Ordinary Shares at a price below their nominal value. Accordingly, the Board proposes to sub-divide each Existing Ordinary Share into one ordinary share of 0.1 pence each and one Deferred Share of 24.9 pence each. The effect of this will be to reduce the nominal value of an Existing Ordinary Share from 25 pence to 0.1 pence, which is sufficiently below the Conversion Price and will therefore enable the Company to proceed with the Conversion.
On completion of the Share Capital Reorganisation, Shareholders would own one Existing Ordinary Share of 0.1 pence (nominal value) and one Deferred Share for every Existing Ordinary Share of 25 pence that they owned prior to the Share Capital Reorganisation. By way of example a Shareholder who owns 100 Existing Ordinary Shares of 25 pence each will, on completion of the Share Capital Reorganisation, own 100 Existing Ordinary Shares of 0.1 pence each and 100 Deferred Shares of 24.9 pence each. As explained below, the Deferred Shares will effectively be worthless and will not be admitted to trading on AIM. In due course, the Company is likely to buy back and cancel the Deferred Shares in order to simplify its balance sheet. Percentage holdings of individual Shareholders will not change as a result of the Share Capital Reorganisation. It is not anticipated that the Share Capital Reorganisation will have any impact on the market price of an Ordinary Share (acknowledging that the shares are suspended in any event) and the Existing Ordinary Shares of 0.1 pence each are expected to trade at the same price as the Existing Ordinary Shares of 25 pence each, assuming normal market conditions.
The rights attached to the Ordinary Shares of 0.1 pence each will be identical in all respects to those of the Existing Ordinary Shares of 25 pence each. The Share Capital Reorganisation will not affect the voting or other rights of holders of Existing Ordinary Shares of 25 pence each who receive Ordinary Shares of 0.1 pence each.
The Deferred Shares will have the minimal rights described in the paragraph headed "Amendment to the Articles", below. No application will be made to the London Stock Exchange for admission of the Deferred Shares to trading on AIM nor will any such application by made to any other exchange. As a consequence, the Deferred Shares will effectively be worthless and under the provisions of the amended Articles are likely to be bought back and cancelled for an aggregate of £1.00 out of the proceeds of the Transaction or any other issuance of New Ordinary Shares at a later date.
Application will be made to the London Stock Exchange for the New Ordinary Shares of 0.1 pence each (assuming the Share Capital Reorganisation resolution is approved at the General Meeting) to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (assuming the Share Capital Reorganisation resolution is approved at the General Meeting) will commence on 9 March 2021. For the avoidance of doubt, the current suspension of trading of the Existing Ordinary Shares on AIM will not be lifted by the London Stock Exchange as a result of Admission.
Chamberlin, the specialist castings and engineering group, is urging shareholders to back a £200,000 investment in the business which has recently lost two major contracts.
Fri, 19 Feb 2021 11:07:19 +000068208363
A man has pleaded not guilty to attempted murder after a man was stabbed in the Black Country.
Fri, 19 Feb 2021 10:38:16 +000068175816
A police chief says moving civil servants into police buildings could help save more stations from being shut down.
Fri, 19 Feb 2021 10:36:13 +000068208151
A group of young children were chased by two men with a machete and knife in Wyre Forest.
Fri, 19 Feb 2021 10:34:17 +000067971853
Hundreds of animal carcases piled high in the fields, the sky filled with thick black smoke. The smell of burning flesh permeating across the countryside.