TIDMHDD
RNS Number : 4358P
Hardide PLC
08 February 2019
THIS ANNOUNCEMENT, AND ALL THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF IRELAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF HARDIDE PLC IN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Hardide plc
("Hardide", the "Group" or "the Company")
Proposed Fundraising to raise approximately GBP3.6 million
and
Consolidation of the Company's share capital
Hardide plc (AIM: HDD), the developer and provider of advanced
surface coating technology, is pleased to announce that it has
conditionally raised approximately GBP3.6 million by the issue of
the Placing Shares and the Subscription Shares at a price of 1.5
pence per Fundraising Share (the "Issue Price")* principally to
fund further expansion of the Company's UK operations (the
"Fundraising"). The Company also announces that it proposes to
undertake a share capital consolidation such that every 40 Ordinary
Shares in issue will be consolidated into 1 New Ordinary Share (the
"Share Capital Consolidation"). Further information on the
Fundraising and Share Capital Consolidation can be found below.
The Fundraising and Share Capital Consolidation are subject,
amongst other things, to the applicable shareholder approvals being
obtained at the Annual General Meeting ("AGM") of the Company to be
held at the offices of finnCap Ltd at 60 New Broad Street, London
EC2M 1JJ commencing at 11.30 a.m. on 4 March 2019.
*For reference, the Issue Price will be 60 pence in the event
the Share Capital Consolidation is approved at the AGM
Use of Proceeds
The Company plans to invest in a new UK facility to replace its
existing site. Newly completed premises close to its existing
Bicester facility have been identified, with a 15-year lease
expected to be signed in March 2019 and a rent-free period agreed
until the end of 2019, following which lease and business rates
costs of approximately GBP240,000 per annum will be payable by the
Company. This new leasehold building has a footprint of around
20,000ft(2) (doubling the floor space available in its existing UK
premises) and is located on a new industrial estate, allowing for
24/7 operations if required and providing a significant increase in
productive floor area with space for further expansion. The new
building also has a greater roof height which will enable larger
coating reactors to be installed. Being a new building, it will
also enable operational efficiencies and a much improved layout,
which will help maximise output. It will also present a more
professional, premium quality image to potential aerospace, power
generation and other customers.
Additionally, management proposes to invest in three further
coating reactors of differing capacities and dimensions. The new
reactors each have an approximate order lead-time of 12 months,
with up-front cash deposits required. It is intended that at least
one of these reactors will be the same size as the Group's existing
reactors. However, one will be larger, so as to allow the Group to
apply coatings to other components too large for its current
reactors. These larger components include turbine blades used in
the power generation industry which has been identified by the
Directors as a potential and promising growth market for the
Company. The third new reactor will be used largely for R&D
work in order to further develop the Group's product range.
It is intended that a reactor of the same size as those
currently employed at the Group's existing UK facility will be
ordered and installed first. The reactors at the current site will
then be moved sequentially so as to avoid a fall in production
capacity during migration to the proposed new site. This migration
is expected to be complete by September 2020.
The new facility will represent a significant upgrade when
compared with the existing site, which is now quite old and has an
unavoidably suboptimal layout. Moreover, its size prevents the
installation of additional reactors.
The current building lease expires in October 2021, so an
element of duplicated running costs will be incurred across both
sites for a limited time.
Current Trading and Outlook
Hardide has reached an inflexion point in its development,
achieving record sales across all geographies which in the year
ended 30 September 2018 represented a 42% year-on-year increase to
GBP4.61m. As announced in its preliminary results on 10 December
2018, the Company had cash at bank as at the year ended 30
September 2018 of GBP3.30 million. Oil and gas revenues grew
significantly over that period, benefiting from a continued
recovery in the sector, with strong sales to new and existing
customers.
The Board is also encouraged by the potential for growth in
sales to the civil aerospace sector. Having successfully completed
technical testing, detailed discussions are underway with Airbus
and its tier 1 partners regarding the supply of production parts.
Parts for other US and UK aerospace manufacturers are in various
stages of development, including the final stages of life testing
on transmission parts for Leonardo Helicopters.
The Board is pleased with the Group's performance and the
positive trading outlook. The Company's key oil and gas customers,
who are experiencing a broad-based recovery in activity, are
predicting that the current positive cycle will continue and that
the supply-demand balance will remain favourable. This is positive
news for Hardide and supports the Group's strategy to invest ahead
of revenue as it drives towards profitability.
The Fundraising
Overall demand for the Group's services and products has
increased recently due to a combination of improved business
development efforts, recovery in demand from existing customers and
the generation of new accounts from customers requiring more
diverse coating applications. Examples of these developments
include the recently announced contracts with two major companies
in the oil and gas sector, increased flow control business and the
further progression of component testing with Airbus and Leonardo
Helicopters.
The proceeds of the Fundraising are needed to support the
Group's ongoing investment programme, with a scale up required
since its existing UK facility is too small to allow for further
coating reactors to be installed and is currently working near to
full capacity. The Board believes that projected orders from
existing customers and likely new demand therefore require an
expansion of the Group's production resources. The Directors also
believe that a strengthened balance sheet will allow greater
confidence among those customers seeking long-term business with
the Group. The proposed Fundraising will also give the Group the
ability to expand its research and development work in the UK with
the aim of identifying further uses and therefore new market
opportunities for its current and pipeline product offering.
The Company has conditionally raised approximately GBP3.6
million through the issue of 234,200,070 Placing Shares and
5,799,997 Subscription Shares at an issue price of 1.5 pence per
Ordinary Share*. The Issue Price effectively represents a 2 per
cent. premium to the volume-weighted average price of an Ordinary
Share during the period from 9 December 2018 to 7 February 2019
being the last business day immediately prior to this
announcement.
Pursuant to the placing agreement entered into between finnCap
and the Company, finnCap has conditionally agreed, as agent for the
Company, to use its reasonable endeavours to procure subscribers
for the Placing Shares. The Placing is conditional, inter alia,
upon Resolutions 7 and 8 being passed at the AGM and Admission and
has not been underwritten. The Subscription is also conditional on
Resolutions 7 and 8 being passed at the AGM, completion of the
Placing and Admission.
* For reference, the Issue Price will be 60 pence in the event
the Share Capital Consolidation is approved at the AGM and
5,855,003 Placing Shares and 144,999 Subscription Shares would be
issued by the Company
The Share Capital Consolidation
The Company currently has 1,698,076,596 Ordinary Shares in
issue, each of which has a nominal value of 0.1 pence. The
volume-weighted average price per Ordinary Share during the period
from 9 December 2018 to 7 February 2019 (being the last day on
which the Ordinary Shares were traded on AIM) was 1.47 pence.
One consequence of having a very large number of shares in
issue, with a very low market share price, is that small share
trades can result in large percentage movements in share price
which can result in considerable share price volatility. The Board
also believes that the bid-offer spread on shares priced at low
absolute levels can be disproportionate to the market share price,
often to the detriment of Shareholders.
The Directors consider that it is in the best interests of the
Company's long term development as a publicly quoted company to
have a smaller number of shares in issue and a higher share price.
Accordingly, in order to (i) reduce the number of shares in issue;
(ii) create a nominal value for a share which is still
significantly below the price at which shares trade; and (iii)
attempt to reduce the likelihood of there being large dealing
spreads in the Company's shares, thereby helping to reduce the
likelihood of share price volatility, the Board is proposing a
consolidation of the Ordinary Shares with the Company's share
capital being reorganised such that:
every 40 Ordinary Shares in issue on the Record Date will be
consolidated into
1 new ordinary share with a nominal value of 4 pence
As all of the Ordinary Shares are proposed to be consolidated,
the proportion of issued ordinary shareholdings in the Company held
by each Shareholder immediately before and immediately after the
Share Capital Consolidation will, save for fractional entitlements
(the treatment of which will be described in the circular to be
posted to Shareholders), remain unchanged. Shareholder approval of
the Share Capital Consolidation is being sought pursuant to
Resolution 11.
Assuming completion of the Fundraising and the Share Capital
Consolidation, on Admission the Company will have a total
48,451,917 ordinary shares of 4 pence each in issue.
As the current issued share capital of the Company is not
divisible by 40 without leaving a fraction of a share following the
Share Capital Consolidation, it is intended to conditionally issue
and allot, subject to approval of the Share Capital Consolidation
by Shareholders at the AGM, on the Record Date, 4 new Ordinary
Shares ("Consolidation Shares"). The issued share capital of the
Company as at the Record Date will therefore be 1,698,076,600
Ordinary Shares (including the Consolidation Shares).
Related Party Transactions
Substantial Shareholder
Canaccord Genuity Ltd, Marlborough Nano-Cap Growth Fund and
Canaccord Genuity Wealth Ltd (together, "Canaccord") have agreed to
subscribe for an aggregate 3,466,166 Placing Shares pursuant to the
Placing (assuming the Share Capital Consolidation is approved at
the AGM). Canaccord is a related party of the Company for the
purposes of the AIM Rules by virtue of its status as a substantial
Shareholder holding 10% or more of the Existing Ordinary
Shares.
The Directors consider, having consulted with the Company's
nominated adviser, finnCap, that the terms upon which Canaccord has
participated in the Placing are fair and reasonable insofar as
Shareholders are concerned.
Directors
The following Directors have agreed to subscribe for the number
of Subscription Shares set out below as part of the
Fundraising:
As at the date of this Immediately following
announcement Admission*
Role No. of Ordinary Percentage No. of New Percentage
Shares of Existing Ordinary Shares of Enlarged
Ordinary Share Capital
Share capital
Chief Executive
Philip Kirkham Officer 2,592,952 0.15% 81,490 0.17%
Robert Goddard Chairman 7,311,285 0.43% 202,782 0.42%
Non-Executive
Andrew Boyce** Director 267,134,461 15.73% 6,761,694 13.95%
Non-Executive
Charles Irving-Swift Director 505,050 0.03% 16,792 0.03%
Non-Executive
Timothy Rice Director 550,000 0.03% 17,916 0.04%
Participation in the Fundraising by those Directors listed above
constitutes, in each case, a related party transaction for the
purposes of the AIM Rules. Peter Davenport and Dr Yuri Zhuk, being
independent directors of the Company for this purpose, consider,
having consulted with the Company's nominated adviser, finnCap,
that the terms upon which those Directors have participated in the
Fundraising are fair and reasonable insofar as Shareholders are
concerned.
* Assuming the Share Capital Consolidation is approved at the
AGM. In the event the Share Capital Consolidation is not approved,
the number of Ordinary Shares held immediately following Admission
will be multiplied by a factor of 40, but the applicable percentage
of the Enlarged Share Capital will remain the same.
** Aggregate of Andrew Boyce's individual, family and trust
holdings.
Annual General Meeting
The Fundraising and Share Capital Consolidation are subject to,
amongst other things, Shareholder approval at the AGM of the
Company to be held at the offices of finnCap Ltd at 60 New Broad
Street, London EC2M 1JJ commencing at 11.30 a.m. on 4 March
2019.
Application will be made to the London Stock Exchange for the
Fundraising Shares and (in place of the Ordinary Shares) the New
Ordinary Shares arising upon implementation of the Share Capital
Consolidation to be admitted to trading on AIM. No application has
been or is being made for the Fundraising Shares or the New
Ordinary Shares to be admitted to any other recognised investment
exchange. It is expected that Admission will become effective and
that dealings in both the New Ordinary Shares and the Fundraising
Shares will commence at 8.00 a.m. on 5 March 2019, on which date it
is also expected the Fundraising Shares and the New Ordinary Shares
will be enabled for settlement in CREST. Where appropriate, share
certificates for those Fundraising Shares and New Ordinary Shares
to be held in certificated form will be despatched by first class
post by 19 March 2019.
The Fundraising Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares (following Admission)
including the right to vote and to receive all dividends and other
distributions and any return of capital declared following
Admission.
Following Admission of the New Ordinary Shares and the
Fundraising Shares (and completion of the Share Capital
Consolidation) the Company will have a total 48,451,917 ordinary
shares of 4 pence each in issue.
Following the Share Capital Consolidation, the Company's new
ISIN Code will be GB00BJJPX768 and its new SEDOL Code will be
BJJPX76.
A circular containing further details of the Share Capital
Consolidation and the Fundraising will shortly be posted to
Shareholders and will be available on the Company's website
www.hardide.com/investor-relations.
Capitalised terms not otherwise defined in this announcement
shall have the same meaning ascribed to those terms in the circular
to be sent to Shareholders and those definitions which appear below
unless the context requires otherwise.
Philip Kirkham, Chief Executive Officer of the Company,
commented:
"This is an extremely exciting time in the development of the
Company. The move to new, larger and modern premises, installation
of additional coating reactors and the capability to process larger
components will enable us to capitalise on our positive trading
environment. We look forward to operating in a dramatically more
conducive manufacturing environment and the new opportunities that
will afford."
For further information:
Hardide plc Tel: +44 (0) 1869
Philip Kirkham, CEO 353830
Jackie Robinson, Communications Manager
finnCap Limited Tel: +44 (0)20 7220
Henrik Persson/Kate Bannatyne/Matthew 0500
Radley
Notes to Editors:
www.hardide.com
Hardide develops, manufactures and applies advanced technology
tungsten-carbide coatings to a wide range of engineering
components. Its patented technology is unique in combining, in one
material, a mix of toughness and resistance to abrasion, erosion
and corrosion; together with the ability to coat accurately
interior surfaces and complex geometries. The material is proven to
offer dramatic improvements in component life, particularly when
applied to components that operate in very aggressive environments.
This results in cost savings through reduced downtime and increased
operational efficiency. Customers include leading companies
operating in oil and gas exploration and the production, valve and
pump manufacturing, precision engineering and aerospace
industries.
Forward-looking statements
This announcement may include certain "forward-looking
statements" and "forward-looking information" under applicable
securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterised
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", and other similar words, or statements
that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required
third party regulatory and governmental approvals will be obtained.
Many of these assumptions are based on factors and events that are
not within the control of the Company and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements
include changes in market conditions and other risk factors
discussed or referred to in this announcement and other documents
filed with the applicable securities regulatory authorities.
Although the Company has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The Company
undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking
statements.
finnCap is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom. finnCap is acting
exclusively for the Company and no one else in connection with the
Placing, and finnCap will not be responsible to anyone (including
any placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by finnCap or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or
completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of their shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, finnCap will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
The following text is extracted from the circular to be sent to
Shareholders shortly:
1. Introduction and summary
Hardide announces that it proposes to raise approximately GBP3.6
million (before expenses) by the issue and allotment of the Placing
Shares and the Subscription Shares, both at the Issue Price. The
Fundraising Shares have been agreed to be issued conditional on,
inter alia, the passing of certain of the Resolutions.
The purpose of the circular is to provide you with information
about the recent progress of Hardide and the background to and
reasons for the Share Capital Consolidation and the Fundraising
(together, the "Proposals"). In addition, the circular sets out why
the Directors consider the Proposals to each be in the best
interests of the Company and its Shareholders as a whole and why
the Directors unanimously recommend that you vote in favour of the
Resolutions. The Placing and Subscription are both conditional
upon, inter alia, the passing of Resolutions 7 and 8 and Admission
becoming effective (as further described in paragraph 7 below). The
Placing is not subject to the Subscription, but the Subscription is
conditional upon completion of the Placing.
In that regard, I am pleased to invite you to the Company's
Annual General Meeting which will be held at the offices of finnCap
at 60 New Broad Street, London EC2M 1JJ commencing at 11.30 a.m. on
4 March 2019. The Annual Report and Accounts of the Group for the
year ended 30 September 2018, which contain the annual
consolidation accounts together with the directors' report and the
auditors report on those accounts will also be posted to
Shareholders today.
The business to be conducted at the Annual General Meeting is
set out in the formal Notice of Annual General Meeting contained in
the circular to be sent to Shareholders and includes the following
ordinary business set out in Resolutions 1 to 6:
-- receiving the audited consolidated financial statements of
the Company for the financial year ended 30 September 2018 and the
reports of the directors and the auditor thereon;
-- electing Mr Rice and Mr Irving-Swift as directors having been
appointed since the last Annual General Meeting;
-- re-electing Mr Kirkham who, in accordance with the Existing
Articles, is required to retire by rotation as a director and will
offer himself for re-election in the customary way; and
-- seeking authority for the re-appointment of James Cowper
Kreston as auditor of the Company until the conclusion of the next
Annual General Meeting at which accounts are laid before the
members and deciding their remuneration.
There are also a number of items of special business to be
considered at the Annual General Meeting as set out in Resolutions
7 to 11.
2. The Proposals
Because the Fundraising requires the Company to obtain approval
from Shareholders to grant the Board authority to allot the Placing
Shares and the Subscription Shares and to disapply applicable
pre-emption rights, completion of the Fundraising is conditional
upon the passing by the requisite majority of Shareholders of each
of Resolutions 7 and 8 set out in the Notice of Annual General
Meeting to be sent to Shareholders.
The net proceeds of the Fundraising will be used principally to
finance a proposed expansion of the Company's capacity in the UK,
further details of which are set out below.
The Issue Price effectively represents a 2 per cent. premium to
the volume-weighted average price of an Ordinary Share during the
period from 9 December 2018 to 7 February 2019 being the last
business day immediately prior to this announcement. The Placing,
which has been arranged by finnCap pursuant to the terms of the
Placing Agreement, is conditional upon, inter alia, Resolutions 7
and 8 being passed at the Annual General Meeting and Admission and
has not been underwritten. The Subscription is conditional on
Resolutions 7 and 8 being passed at the Annual General Meeting,
completion of the Placing and Admission.
The Company is also proposing to undertake a share capital
consolidation.
3. Background to and reasons for the Fundraising
Overall demand for the Group's services and products has
increased recently due to a combination of improved business
development efforts, recovery in demand from existing customers and
the generation of new accounts from customers requiring more
diverse coating applications. Examples of these developments
include the recently announced contracts with two major companies
in the oil and gas sector, increased flow control business and the
further progression of components testing with Airbus and Leonardo
Helicopters.
The proceeds of the Fundraising are needed to support the
Group's ongoing investment programme, with a scale up required
since its existing UK facility is too small to allow for further
coating reactors to be installed and is currently working near to
full capacity. The Board believes that projected orders from
existing customers and likely new demand therefore require an
expansion of the Group's production resources. The Directors also
believe that a strengthened balance sheet will allow for greater
confidence among those customers seeking long-term business with
the Group. The proposed Fundraising will also give the Group the
ability to expand its research and development work in the UK with
the aim of identifying further uses and therefore new market
opportunities for its current and pipeline product offering.
The Fundraising is believed by the Board to be a necessary step
towards achieving the objectives set out above and to seek to
further enhance growth and increase Shareholder value in the longer
term. The Board believes that the additional costs that would be
incurred, both financially and in terms of management time, if the
Company were to offer all Shareholders the opportunity to acquire
Shares (for example, via an open offer or a rights issue), are such
that a non-pre-emptive share issue to a limited number of
institutional and other investors is a more appropriate method of
raising finance in this instance. The Company will therefore seek
approval from Shareholders at the Annual General Meeting to raise
finance by means of issuing the Fundraising Shares without first
offering them to existing Shareholders.
4. Use of proceeds
The Company plans to invest in a new UK facility to replace its
existing site. Newly completed premises close to its existing
Bicester facility have been identified, with a 15-year lease
expected to be signed in March 2019 and a rent-free period agreed
until the end of 2019, following which lease and business rates
costs of approximately GBP240,000 per annum will be payable by the
Company. This new leasehold building has a footprint of around
20,000ft(2) (doubling the floor space available in its existing UK
premises) and is located on a new industrial estate, allowing for
24/7 operations if required and providing a significant increase in
productive floor area with space for further expansion. The new
building also has a greater roof height which will enable larger
coating reactors to be installed. Being a new building, it will
also enable operational efficiencies and a much improved layout
which will help maximise output. It will also present a more
professional, premium quality image to potential aerospace, power
generation and other customers.
Additionally, management proposes to invest in three further
coating reactors of differing capacities and dimensions. The new
reactors each have an approximate order lead-time of 12 months,
with up-front cash deposits required. It is intended that at least
one of these reactors will be the same size as the Group's existing
reactors. However one will be larger so as to allow the Group to
apply coatings to other components too large for its current
reactors. These larger components include turbine blades used in
the power generation industry which has been identified by the
Directors as a potential and promising growth market for the
Company. The third new reactor will be used largely for R&D
work in order to further develop the Group's product range.
It is intended that a reactor of the same size as those
currently employed at the Group's existing UK facility will be
ordered and installed first. The reactors at the current site will
then be moved sequentially so as to avoid a fall in production
capacity during migration to the proposed new site. This migration
is expected to be complete by September 2020.
The new facility will represent a significant upgrade when
compared with the existing site, which is now quite old and has an
unavoidably suboptimal layout. Moreover, its size prevents the
installation of additional reactors.
The current building lease expires in October 2021 so an element
of duplicated running costs will be incurred across both sites for
a limited time.
5. Current trading and outlook
Hardide has reached an inflexion point in its development,
achieving record sales across all geographies which in the year
ended 30 September 2018 represented a 42% year-on-year increase to
GBP4.61m. As announced in its preliminary results on 10 December
2018, the Company had cash at bank as at the year ended 30
September 2018 of GBP3.30m. Oil and gas revenues grew significantly
over that period, benefiting from a continued recovery in the
sector, with strong sales to new and existing customers.
The Board is also encouraged by the potential for growth in
sales to the civil aerospace sector. Having successfully completed
technical testing, detailed discussions are underway with Airbus
and its tier 1 partners regarding the supply of production parts.
Parts for other US and UK aerospace manufacturers are in various
stages of development, including the final stages of life testing
on transmission parts for Leonardo Helicopters.
The Board is pleased with the Group's performance and the
positive trading outlook. Our key oil and gas customers, who are
experiencing a broad-based recovery in activity, are predicting
that the current positive cycle will continue and that the
supply-demand balance will remain favourable. This is positive news
for Hardide and supports the Group's strategy to invest ahead of
revenue as it drives towards profitability.
6. Share Capital Consolidation
6.1 Background to and reasons for the Share Capital
Consolidation
The Company currently has 1,698,076,596 Ordinary Shares in
issue, each of which has a nominal value of 0.1 pence. It is
expected that, immediately prior to the Annual General Meeting, the
Company will have 1,698,076,600 Ordinary Shares in issue (assuming
that no other Ordinary Shares are allotted and issued by the
Company between the date of this announcement and the Annual
General Meeting but including a further 4 Ordinary Shares which
will be issued in connection with the Share Capital Consolidation
as described in paragraph 6.2 below). The volume-weighted average
price per Ordinary Share during the period from 9 December 2018 to
7 February 2019 (being the last day on which the Ordinary Shares
were traded on AIM) was 1.47 pence.
One consequence of having a very large number of shares in
issue, with a very low market share price, is that small share
trades can result in large percentage movements in share price
which can result in considerable share price volatility. The Board
also believes that the bid-offer spread on shares priced at low
absolute levels can be disproportionate to the market share price,
often to the detriment of Shareholders.
The Directors consider that it is in the best interests of the
Company's long term development as a publicly quoted company to
have a smaller number of shares in issue and a higher share price.
Accordingly, in order to (i) reduce the number of shares in issue;
(ii) create a nominal value for a share which is still
significantly below the price at which shares trade; and (iii)
attempt to reduce the likelihood of there being large dealing
spreads in the Company's shares, thereby helping to reduce the
likelihood of share price volatility, the Board is proposing a
consolidation of the Ordinary Shares with the Company's share
capital being reorganised such that:
every 40 Ordinary Shares in issue on the Record Date will be
consolidated into
1 new ordinary share with a nominal value of 4 pence
Assuming completion of the Fundraising and the Share Capital
Consolidation, on Admission the Company will have a total
48,451,917 ordinary shares of 4 pence each in issue.
As all of the Ordinary Shares are proposed to be consolidated,
the proportion of issued ordinary shareholdings in the Company held
by each Shareholder immediately before and immediately after the
Share Capital Consolidation will, save for fractional entitlements
(the treatment of which is described below), remain unchanged.
Shareholder approval of the Share Capital Consolidation is being
sought pursuant to Resolution 11.
6.2 Issue of a further 4 Ordinary Shares
In anticipation of Resolution 11 being passed by Shareholders,
the Company intends, immediately prior to the Annual General
Meeting, to issue 4 additional Ordinary Shares (the "Share
Consolidation Shares") so as to enable the total number of Ordinary
Shares in issue by the Company to be exactly divisible by 40. Since
the Share Consolidation Shares will only represent a fraction of a
New Ordinary Share, this fraction will itself be combined with
other fractional entitlements and sold pursuant to the arrangements
for fractional entitlements described below.
6.3 Fractional entitlements and consequential amendment to
Existing Articles
The Share Capital Consolidation will result in fractional
entitlements to a New Ordinary Share where any holding is not
precisely divisible by 40. No certificates will be issued for
fractional entitlements to New Ordinary Shares.
Following implementation of the Share Capital Consolidation,
certain Shareholders may not have a proportionate holding of New
Ordinary Shares exactly equal to their proportionate holding of
Ordinary Shares. Furthermore, any Shareholders holding fewer than
40 Ordinary Shares as at close of business on the Record Date will
cease to be a Shareholder, the minimum threshold to receive New
Ordinary Shares being 40 Ordinary Shares.
Article 48 of the Existing Articles currently permits the
Directors, on behalf of those members affected, to sell those
shares representing fractional entitlements which arise from any
proposed consolidation. Any New Ordinary Shares in respect of which
there are fractional entitlements will therefore be aggregated and
sold in the market for the best price reasonably obtainable on
behalf of those Shareholders entitled to share fractions. The
Company will then distribute the proceeds of sale in due proportion
to any such Shareholders in accordance with the Existing
Articles.
However, in the event that the net proceeds of sale to be
distributed to any relevant Shareholder amount to GBP2 or less, the
Directors are of the view that, as a result of the administrative
burden and disproportionate costs involved, it would not be in the
best interests of the Company to distribute those proceeds of sale.
Accordingly, the Directors propose that the Existing Articles be
amended such that the net proceeds arising from the sale of
fractions need only be distributed to a Shareholder where it is
entitled to receive more than GBP2 (and, below that minimum
threshold, it is proposed the proceeds of sale be retained for the
benefit of the Company, or at the discretion of the Directors,
donated to charity). Given the current price per Ordinary Share, it
is anticipated that the net proceeds of sale attributable to each
relevant Shareholder will be less than GBP2 and accordingly
(assuming the Existing Articles are amended pursuant to Resolution
10) there will be no distribution of any net proceeds of sale.
For the avoidance of doubt, the Company is only responsible for
dealing with fractions arising on registered shareholdings. For
Shareholders whose Ordinary Shares are held in the nominee accounts
of UK stockbrokers, the effect of the Share Capital Consolidation
on their individual shareholdings will be administered by the
stockbroker or nominee in whose account the relevant shares are
held. The effect is expected to be the same as for shareholdings
registered in beneficial names, however, it is the responsibility
of the stockbroker or nominee to deal with fractions arising within
their customer accounts, and not the responsibility of the
Company.
The proposed amendment to the Existing Articles is set out in
Resolution 10. However, the Share Capital Consolidation is not
conditional on Resolution 10 being passed.
6.4 Rights attaching to the New Ordinary Shares
Each New Ordinary Share will carry the same rights under the
Existing Articles as each Ordinary Share does at present, including
the right to vote and to receive all dividends and other
distributions and any return of capital declared following
Admission.
6.5 Resulting ordinary share capital
If the Share Capital Consolidation is approved by Shareholders,
the issued share capital of the Company immediately prior to
completion of the Fundraising is expected to comprise 42,451,915
New Ordinary Shares (assuming no other shares are allotted and
issued by the Company between the date of this announcement and the
Annual General Meeting but including the issue of the Share
Consolidation Shares).
6.6 Share certificates and CREST accounts
If you hold a share certificate in respect of your Ordinary
Shares, your certificate will no longer be valid from the time the
Share Capital Consolidation becomes effective. If you hold 40 or
more Ordinary Shares on the Record Date you will be sent a new
share certificate evidencing the New Ordinary Share(s) to which you
are entitled under the Share Capital Consolidation.
Such certificates are expected to be dispatched no later than 19
March 2019 by first class post at the risk of each Shareholder.
Upon receipt of the new certificate, you should destroy any old
certificate(s). Pending the despatch of new certificates, transfers
of certificated New Ordinary Shares will be certified against the
Register.
If you hold your Ordinary Shares in uncertificated form, you
should expect to have your CREST account credited with the New
Ordinary Shares to which you are entitled on implementation of the
Share Capital Consolidation on 5 March 2019 or as soon as
practicable after the Share Capital Consolidation becomes
effective.
6.7 Taxation
The following statements are intended only as a general guide to
the current tax position under UK taxation law and practice. They
relate only to certain limited aspects of the UK tax position for
individual Shareholders who are the beneficial owners of Ordinary
Shares, who are resident and domiciled in the UK for tax purposes
and who hold their shares in the Company as an investment (and not
as securities to be realised in the course of a trade). The
following is not, and is not intended to be, an exhaustive summary
of the tax consequences of acquiring, holding and disposing of
Ordinary Shares or New Ordinary Shares and it does not constitute
advice.
If you are in any doubt as to your tax position or are subject
to tax in any jurisdiction other than the UK, you should consult,
and rely upon the advice of, a duly authorised professional
adviser.
HM Revenue & Customs has given advance assurance that
relevant investments in Placing Shares and Subscription Shares
should qualify for relief under the EIS legislation. However no
guarantee or other assurance is given that the activities of the
Company will be such as to attract or retain any qualifying status
for EIS or (if applicable) VCT purposes. Any person who is in doubt
as to their tax position should consult their professional taxation
adviser.
The Share Capital Consolidation should constitute a
consolidation of the Company's share capital for the purposes of
section 126 of the Taxation of Chargeable Gains Act 1992. For the
purposes of UK taxation of chargeable gains, to the extent you
receive New Ordinary Shares under the Share Capital Consolidation,
you should not be treated as making a disposal of any of your
Ordinary Shares or an acquisition of New Ordinary Shares. The New
Ordinary Shares should be treated as the same asset as, and as
having been acquired at the same time and for the same aggregate
cost as, the holding of Ordinary Shares from which they derive.
No liability to stamp duty or stamp duty reserve tax should be
incurred by a holder of Ordinary Shares as a result of the Share
Capital Consolidation.
7. The Fundraising
7.1 The Placing Agreement and Subscription Letters
Pursuant to the terms of the Placing Agreement, finnCap has
agreed, subject to the fulfilment of certain conditions and on the
terms set out therein, to use its reasonable endeavours, as agent
for the Company, to procure subscribers for the Placing Shares with
certain institutional investors at the Issue Price. Under the terms
of the Subscription Letters, the Company has itself agreed, subject
to the fulfilment of various conditions and on the terms set out
therein, to issue the Subscription Shares to the Subscribers at the
Issue Price. Neither the Placing nor the Subscription have been
underwritten.
Completion of the Placing Agreement and the Subscription Letters
are each conditional, inter alia, upon Resolutions 7 and 8 being
duly passed, without amendment and by the requisite majority of
Shareholders, at the Annual General Meeting and Admission becoming
effective on or before 8.00 a.m. on 5 March 2019 (or such later
time and/or date as the Company and finnCap may agree, but in any
event by no later than 8.00 a.m. on 31 March 2019). The Placing is
not subject to the Subscription, but the Subscription is
conditional upon completion of the Placing. If any of the
applicable conditions are not satisfied, neither the Placing Shares
nor the Subscription Shares will be issued and all monies received
from placees and Subscribers will be returned to them (at their own
risk and without interest) as soon as possible thereafter.
The Placing Agreement contains certain customary warranties from
the Company in favour of finnCap in relation to, inter alia, the
accuracy of the information in the circular and other matters
relating to the Company and its businesses. In addition, the
Company has agreed to indemnify finnCap in customary terms in
relation to certain liabilities it may incur in respect of the
Placing. finnCap has the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, in the
event of a material breach of the warranties given to finnCap in
the Placing Agreement, the failure of the Company to comply with
any of its obligations under the Placing Agreement or the
occurrence of an adverse change in (amongst other things) national
or international financial or political conditions (which in the
opinion of finnCap will or is likely to be prejudicial to the
Company or to the Placing or Admission).
7.2 Settlement and dealings
Application will be made to the London Stock Exchange for the
Fundraising Shares and (in place of the Ordinary Shares) the New
Ordinary Shares arising upon implementation of the Share Capital
Consolidation to be admitted to trading on AIM. No application has
been or is being made for the Fundraising Shares or the New
Ordinary Shares to be admitted to any other recognised investment
exchange. It is expected that Admission will become effective and
that dealings in both the New Ordinary Shares and the Fundraising
Shares will commence at 8.00 a.m. on 5 March 2019, on which date it
is also expected the Fundraising Shares and the New Ordinary Shares
will be enabled for settlement in CREST. Where appropriate, share
certificates for those Fundraising Shares and New Ordinary Shares
to be held in certificated form will be despatched by first class
post by 19 March 2019.
The Fundraising Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares (following Admission)
including the right to vote and to receive all dividends and other
distributions and any return of capital declared following
Admission.
Following Admission of the New Ordinary Shares and the
Fundraising Shares (and completion of the Share Capital
Consolidation), the Company will have a total 48,451,917 ordinary
shares of 4 pence each in issue.
Following the Share Capital Consolidation, the Company's new
ISIN Code will be GB00BJJPX768 and its new SEDOL Code will be
BJJPX76.
8. Notice of Annual General Meeting
The Company does not have available to it those authorities as
are required to be in place under the Act in order for it to allot
new Shares pursuant to the Fundraising and to disapply pre-emption
rights in respect of any such allotment. Accordingly, the Directors
are, under Resolutions 7 and 8, seeking authority at the Annual
General Meeting to allot the Fundraising Shares in order to
implement the Fundraising.
In addition, the Company is seeking the authorities contained in
Resolution 9 which are consistent with those conferred on the Board
at last year's Annual General Meeting (albeit only in respect of
10% (rather than the usual 15%) of the Existing Ordinary Share
capital) and following such issue, if passed, the Company will,
assuming the Share Capital Consolidation is approved, have
additional authority available to issue up to a further 4,245,175
New Ordinary Shares representing approximately 8.8% of the Enlarged
Share Capital. In the event that Resolution 9 is passed but the
Share Capital Consolidation were not to be approved, the Company
would have additional authority available to issue up to a further
169,807,000 Ordinary Shares, again representing approximately 8.8%
of the Enlarged Share Capital.
The purpose of seeking Shareholder approval to the taking of
authorities in addition to those required for the Fundraising is to
allow the Directors to have a further limited number of Shares
available to them for allotment following the Fundraising on a non
pre-emptive basis. While the Directors have no present intention of
exercising the additional authorities proposed to be conferred by
Resolution 9, they believe that the granting of such authorities
will preserve the Board's flexibility to take advantage of further
opportunities if and when they arise.
The Annual General Meeting will be held at the offices of
finnCap at 60 New Broad Street, London EC2M 1JJ at 11.30 a.m. on 4
March 2019.
Shareholders have the right to attend, speak and vote at the
Annual General Meeting (or, if they are not attending the meeting,
to appoint someone else as their proxy to vote on their behalf) if
they are on the Register at the Voting Record Time (namely 6.00
p.m. on 28 February 2019, or in the event of any adjournment, 48
hours before the adjourned meeting). Changes to entries on the
Register after the Voting Record Time will be disregarded in
determining the rights of any person to attend and/or vote at the
Annual General Meeting. If the Annual General Meeting is adjourned,
only those Shareholders who are on the Register 48 hours before the
time of the adjourned meeting (excluding any part of a day that is
not a business day) will be entitled to attend, speak and vote or
to appoint a proxy.
The number of Ordinary Shares that a Shareholder holds as at the
Voting Record Time will determine how many votes that Shareholder
or its proxy will have in the event of a poll.
FUNDRAISING STATISTICS
Share Capital Share Capital
Consolidation Consolidation
approved by not approved
Shareholders by Shareholders
Number of Ordinary Shares in issue 1,698,076,596 1,698,076,596
Anticipated number of Ordinary Shares
in issue immediately prior to the Annual
General Meeting (1) 1,698,076,600 1,698,076,600
Issue Price 60 pence 1.5 pence
Number of Placing Shares to be issued
pursuant to the Placing 5,855,003 234,200,070
Number of Subscription Shares to be issued
pursuant to the Subscription 144,999 5,799,997
Total number of Fundraising Shares 6,000,002 240,000,067
Number of Shares in issue immediately
following Admission 48,451,917 1,938,076,667
Percentage of the Enlarged Share Capital
being placed pursuant to the Fundraising 12.4% 12.4%
Gross proceeds of the Fundraising Approximately Approximately
GBP3.6 million GBP3.6 million
Market capitalisation of the Company Approximately Approximately
at Admission at the Issue Price (1) GBP29.1 million GBP29.1 million
ISIN of the Shares GB00BJJPX768 GB00B069T034
SEDOL of the Shares BJJPX76 B069T03
(1) This will include the Share Consolidation Shares but assumes
that, other than the Fundraising Shares, no further Shares are
issued between the date of this announcement and Admission.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS (2)
2019
Publication of the circular 8 February
Latest time and date for receipt of Forms of Proxy 11.30 a.m. on 28
February
Voting Record Time 6.00 p.m. on 28
February
Annual General Meeting 11.30 a.m. on 4
March
Record Date 6.00 p.m. on 4 March
Share Capital Consolidation effective 6.00 p.m. on 4 March
Admission and commencement of dealings in the Fundraising 8.00 a.m. on 5 March
Shares and (if applicable) New Ordinary Shares
on AIM
CREST accounts credited with Fundraising Shares 5 March
and (if applicable) New Ordinary Shares
Expected date by which definitive new share certificates 19 March
are to be despatched
(2) Each of the times and dates set out in the above timetable
and mentioned throughout the circular are London times unless
otherwise stated, are based on current expectations and subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. All events in the above
timetable following the Annual General Meeting are conditional on
approval, by the requisite majority of Shareholders, of the
applicable Resolutions.
DEFINITIONS
"Act" the Companies Act 2006 as amended from time to time;
"Admission" admission of the New Ordinary Shares (assuming the
Share Capital Consolidation is approved) and the
Fundraising Shares to trading on AIM and such admission
becoming effective in accordance with Rule 6 of
the AIM Rules;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and accompanying guidance
notes published by the London Stock Exchange from
time to time;
"Annual General the annual general meeting of the Company to be
Meeting" held at the offices of finnCap at 60 New Broad Street,
London EC2M 1JJ on 4 March 2019 (or any adjournment
thereof), details of which are described in the
Notice of Annual General Meeting;
"certificated form" the description of a share or other security which
or "in certificated is not in uncertificated form (that is, not in CREST);
form"
"Company" or "Hardide" Hardide plc, a company incorporated in England and
Wales under the Companies Act 1985 with registered
number 05344714;
"CREST" the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the operator (as
defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I.
2001 No. 3755) (as amended from time to time);
"Directors" or "Board" the current directors of the Company;
"EIS" the Enterprise Investment Scheme and related reliefs
as detailed in Part 5 of the Income Tax Act 2007
and in schedules 5B and 5BA of the Taxation of Chargeable
Gains Act 1992;
"Enlarged Share the issued share capital of the Company immediately
Capital" following Admission comprising, subject to the passing
of the applicable Resolutions, the Shares and the
Fundraising Shares;
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST;
"Existing Articles" the articles of association of the Company as at
the date of this announcement;
"Existing Ordinary the 1,698,076,596 Ordinary Shares in issue as at
Shares" the date of this announcement, all of which are
admitted to trading on AIM and being the entire
issued ordinary share capital of the Company;
"FCA" the United Kingdom Financial Conduct Authority;
"Fundraising" together the Placing and the Subscription;
"Fundraising Shares" together the Placing Shares and the Subscription
Shares;
"Group" the Company and its subsidiary undertakings (as
that term is defined in section 1159 of the Act);
"Issue Price" the issue price of the Fundraising Shares, being
60 pence per New Ordinary Share (assuming the Share
Capital Consolidation is approved) or 1.5 pence
per Ordinary Share (in the event the Share Capital
Consolidation is not approved);
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" new ordinary shares of 4 pence each in the Company
arising pursuant to the Share Capital Consolidation
and including (where the context allows, and assuming
the applicable Resolutions are approved) a reference
to the Fundraising Shares;
"Nominated Adviser" finnCap Limited being the Company's nominated adviser
or "finnCap" and broker;
"Notice of Annual the notice convening the Annual General Meeting;
General Meeting"
or "Notice"
"Ordinary Shares" ordinary shares of 0.1 pence each in the Company;
"Placing" the conditional placing to certain institutional
investors of the Placing Shares at the Issue Price
by finnCap, as agent on behalf of the Company, pursuant
to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 8 February 2019
made between finnCap and the Company in relation
to the Placing, further details of which are set
out in paragraph 7.1 of this announcement;
"Placing Shares" the 5,855,003 New Ordinary Shares to be issued by
the Company (assuming the Share Capital Consolidation
is approved) or the 234,200,070 Ordinary Shares
to be issued by the Company (in the event the Share
Capital Consolidation is not approved) pursuant
to the Placing;
"Record Date" the record date for the Share Capital Consolidation,
being 4 March 2019;
"Register" the register of members of the Company;
"Regulatory Information a regulatory information service approved by the
Service" FCA and which is on the list of regulatory information
service providers maintained by it;
"Resolutions" the ordinary and special resolutions numbered 1
to 11 to be proposed at the Annual General Meeting
and set out in the Notice;
"Shares" Ordinary Shares or New Ordinary Shares, as the context
requires;
"Share Consolidation the 4 Ordinary Shares to be issued by the Company
Shares" as part of the arrangements for the Share Capital
Consolidation as described in paragraph 6.2 of this
announcement;
"Share Capital Consolidation" the share capital consolidation proposed by Resolution
11 in the Notice, details of which are set out in
paragraph 6.1 of this announcement;
"Shareholders" holders of the Existing Ordinary Shares;
"Subscribers" subscribers for the Subscription Shares pursuant
to the Subscription;
"Subscription" the conditional subscription by the Subscribers
for the Subscription Shares at the Issue Price pursuant
to the Subscription Letters;
"Subscription Letters" the conditional subscription letters to be entered
into by the Company and each of the Subscribers
in connection with the Subscription;
"Subscription Shares" the 144,999 New Ordinary Shares to be issued by
the Company (assuming the Share Capital Consolidation
is approved) or the 5,799,997 Ordinary Shares to
be issued by the Company (in the event the Share
Capital Consolidation is not approved) pursuant
to the Subscription;
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland;
"uncertificated" Existing Ordinary Shares recorded on the Register
or "in uncertificated as being held in uncertificated form in CREST, title
form" to which, by virtue of the CREST Regulations, may
be transferred by means of CREST;
"US" or "United the United States of America, each State thereof,
States" its territories and possessions (including the District
of Columbia) and all other areas subject to its
jurisdiction;
"VCT" a Venture Capital Trust as defined by section 259
of the Income Tax Act 2007; and
"Voting Record Time" 6.00 p.m. on 28 February 2019 (or, in the event
of any adjournment of the Annual General Meeting,
48 hours before the adjourned meeting).
Note: Any reference to any provision of any legislation includes
any amendment, modification, re-enactment or extension of it. Words
importing the singular include the plural and vice versa and words
importing the masculine gender shall include the feminine or neuter
gender.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEKDLFBKLFZBBF
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