TIDMHSS
RNS Number : 4604F
HSS Hire Group PLC
16 November 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF,
OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS
OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY
REFERENCE INTO THE COMBINED PROSPECTUS AND CIRCULAR TO BE PUBLISHED
BY THE COMPANY IN DUE COURSE.
HSS Hire Group plc
("HSS Hire" or the "Company",
together with its consolidated subsidiaries, the "Group")
Publication of Prospectus
Further to the announcement by the Company on 26 October 2020
regarding its intention to raise gross proceeds of up to c.GBP54.0
million by way of a Placing and Open Offer and Firm Placing (the
"Capital Raise"), the Company announces that the combined
prospectus and circular (the "Prospectus") regarding the Placing
and Open Offer and Firm Placing has been approved by the Financial
Conduct Authority. In addition, the Company also provides an update
on current trading.
Subject to the terms and conditions set out in the Prospectus,
each Qualifying Shareholder is being given an opportunity to apply
for 25 New Shares at 10 pence per New Share for every 12 Existing
Shares held as at 12 November 2020. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also apply, under the Excess Application Facility, for Excess
Shares not taken up under the Open Offer Entitlements of other
Qualifying Shareholders. The Open Offer is not underwritten but any
Open Offer shares not subscribed for under the Open Offer may be
issued to placees procured by Numis Securities Limited ("Numis"). A
further announcement will be made in due course following the
result of the Open Offer and additional information in relation to
the timetable is set out in the appendix to this Announcement.
The Company announced on 26 October 2020 its intention to seek
an alternative listing venue as the Board believed it may be more
suitable than the Company's existing listing on the premium segment
of the Official List of the FCA. The Board believes that AIM is a
market and environment which is more suited to the Company's
current size and shareholder base. It is therefore intended that,
subject to shareholder approval, the Company will apply for the
admission of all of its issued and to be issued Shares to trading
on AIM with the proposed cancellation of the listing of the
Company's Shares on the
Official List and from trading on the London Stock Exchange's
main market for listed securities and AIM Admission to take effect
simultaneously. It is expected that the admission to AIM will take
place in January 2021.
The Prospectus contains a notice convening a general meeting to
be held at 11.00 a.m. on 4 December 2020 and shareholders will
shortly be sent a copy of the Prospectus or notification of
availability of the Prospectus. The Prospectus is not, subject to
certain exceptions, available (whether through the Company's
website or otherwise) to shareholders in the United States or any
of the other Excluded Territories.
The Prospectus containing full details of the Placing and Open
Offer and Firm Placing is available on the Company's website
(www.hsshiregroup.com). The Prospectus will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Current trading
Since H120, the Group's performance has continued to improve
with revenue recovering from approximately 50% of FY19 levels in
April 2020, to 63% of FY19 levels in the second quarter of FY20 and
to above 90% by the end of September. Performance for the
subsequent six week period has continued this momentum.
The Group has now completed the strategic restructuring of its
operating model, which included branch closures and redundancies,
as previously announced on 8th October 2020. The Directors are
encouraged by the progress of discussions with landlords to reduce
amounts owed under the leases for those branches closed as part of
this restructure (Dark Store Liabilities). As at the date of this
announcement the Group is on track to achieve a reduction of at
least 75% in its Dark Store Liabilities in the coming months with
agreements reached in principal on approximately 57% of these
closed branches, subject to documentation. Given the COVID-19
situation is likely to remain uncertain for some time, the Board
continues to consider it prudent not to provide market guidance in
the near-term.
All capitalised terms in this announcement but not defined
herein have the meaning given to them in the Prospectus, unless
otherwise defined herein.
For further information, please contact:
HSS Hire Group plc Tel: 020 3757 9248
Steve Ashmore, Chief Executive Please email: Investors@hsshire.com
Officer
Paul Quested, Chief Financial
Officer
Greig Thomas, Head of Group
Finance
Numis Securities Tel: 020 7260 1000
Stuart Skinner
George Price
George Shiel
Teneo Tel: 07785 528363 / 07557 491860
Matt Thomlinson
Tom Davies
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation ("MAR") EU no.596/2014. Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
The person responsible for releasing this announcement is Daniel
Joll, Company Secretary.
HSS Hire Group plc LEI: 2138004DGL1J6VQO6S92
Important notices
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus to be
published by the Company in connection with the Capital Raise.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raise. The price and value of securities can go down as well as up.
Past performance is not a guide to future performance. The contents
of this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Numis is acting exclusively for the
Company and is acting for no one else in connection with the
Capital Raise and will not regard any other person as a client in
relation to the Capital Raise and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice in connection with the
Capital Raise or any other matter, transaction or arrangement
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis by the Financial Services and Markets Act
2000 (as amended) or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Numis, nor any of its affiliates,
directors, officers, employees or advisers, accepts any
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company, the New Shares, the
Capital Raise or Admission. Numis and its affiliates, directors,
officers, employees and advisers accordingly disclaim to the
fullest extent permitted by law any and all liability whatsoever,
whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this announcement or any such
statement.
Copies of the Prospectus when published will be available on the
Company's website at www.hsshiregroup.com . 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 Prospectus will provide further details of the
New Shares being offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The new shares have not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the new shares in the United States.
Information for Distributors
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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Shares have been subject to a product approval process,
which has determined that they are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and 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 New Shares may
decline and investors could lose all or part of their investment;
the New Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 Capital Raise.
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 New Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and determining appropriate
distribution channels.
APPENDIX
Expected Timetable of Principal Events
Announcement of the Capital Raise (1) (2) (3) 7.00 a.m. on 26 October 2020
Record Date for entitlements under the Open Offer close of business on 12 November 2020
Publication and posting of the Prospectus, the notice of General Meeting and
the Form of Proxy 16 November 2020
Ex-entitlement date for the Open Offer 8.00 a.m. 17 November 2020
Open Offer Entitlements and Excess Open Offer Entitlements enabled in CREST
and credited to
stock accounts of Qualifying CREST Shareholders in CREST 18 November 2020
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m. on 27 November 2020
and Excess Open
Offer Entitlements from CREST(4)
Latest time and date for depositing Open Offer Entitlements and Excess Open 3.00 p.m. on 30 November 2020
Offer Entitlements
into CREST(5)
Latest time and date for splitting of Application Forms (to satisfy bona 3.00 p.m. on 1 December 2020
fide market claims
only)
Latest time and date for electronic proxy appointments or receipt of form of 11.00 a.m. on 2 December 2020
proxy
Latest time and date for receipt of completed Application Forms and payment
in full under 11.00 a.m. on 3 December 2020
the Open Offer or settlement of relevant CREST instructions (as appropriate)
Announcement of the results of the Open Offer through a Regulatory 7.00 a.m. on 4 December 2020
Information Service
General Meeting 11.00 a.m. on 4 December 2020
Results of General Meeting and Placing announced through a Regulatory
Information Service 4 December 2020
Admission of, and dealings commence in, the New Shares on the Main Market 8.00 a.m. on 8 December 2020
CREST members' accounts credited in respect of New Shares in uncertificated
form From 8.00 a.m. on 8 December 2020
Schedule 1 announcement of Delisting and application for AIM Admission 9 December 2020
Expected despatch of definitive share certificates for New Shares in
certificated form Within 14 days of Admission
It is expected that the subsequent admission of the Company's
Shares to AIM will take place in January 2021, with a more detailed
timetable to be provided in due course.
Notes:
(1) The times and dates set out in this expected timetable and
mentioned in this document, the Application Form and in any other
document issued in connection with the Capital Raise are subject to
change by the Company with the agreement of, in certain instances,
the Sponsor, in which event details of the new times and dates will
be notified to the FCA, the London Stock Exchange and, where
appropriate, to Shareholders.
(2) References to times in this document are to London time
unless otherwise indicated.
(3) The ability to participate in the Placing and Open Offer is
subject to certain restrictions relating to Shareholders with
registered addresses outside the United Kingdom, details of which
are set out in paragraph 8 of Part III of the Prospectus (Terms and
Conditions of the Placing and Open Offer)
(4) If Open Offer Entitlements and Excess Open Offer
Entitlements are in CREST and are intended to be converted into
certificated form.
(5) If Open Offer Entitlements and Excess Open Offer
Entitlements are represented by an Application Form and are
intended to be converted to uncertificated form.
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