Halfords Group PLC (HFD) Halfords Group PLC: Retail Offer by
PrimaryBid 01-Dec-2021 / 16:37 GMT/BST Dissemination of a
Regulatory Announcement that contains inside information according
to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The
issuer is solely responsible for the content of this
announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act
2018.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
FOR IMMEDIATE RELEASE
1 December 2021
Halfords Group plc
("Halfords" or the "Company")
Retail Offer by PrimaryBid
Halfords is pleased to announce a conditional retail offer via
PrimaryBid of new ordinary shares of one penny each in the capital
of the Company (the "Retail Offer Shares") and the "Retail
Offer").
As separately announced today, the Company is conducting a
non-pre-emptive placing of new ordinary shares of one penny each
(the "Placing Shares") in the capital of the Company (the
"Placing") through an accelerated bookbuilding process (the
"Bookbuilding Process"). The price at which the Placing Shares are
to be placed (the "Offer Price") will be determined at the close of
the Bookbuilding Process. In addition, certain directors of the
Company intend to subscribe for new ordinary shares of one penny
each in the capital of the Company (the "Management Subscription
Shares ") alongside the Placing and the Retail Offer (the
"Management Subscription").
The issue price for the Retail Offer Shares, as well as the
ordinary shares that will be issued pursuant to the Management
Subscription, will be equal to the Offer Price. Reasons for the
Retail Offer
Whilst the Placing has been structured as a non-pre-emptive
offer to institutional investors so as to minimise cost, time to
completion and use of management resource at an important time for
the Company, the Company values its long-standing and substantial
retail investor base and welcomes the opportunity to give those
shareholders an opportunity to participate in the equity
fundraising, alongside other investors.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will enable
retail investors to participate in the Company's equity fundraising
without diminishing the strategic benefits of the structure of the
Placing, is in the best interest of shareholders, as well as wider
stakeholders in Halfords.
The net proceeds of the Retail Offer will be used by Halfords to
part fund the acquisition of the entire issued share capital of
Axle Group Holdings Limited (the "Acquisition"), further details on
which are set out in the Company's announcements regarding the
Placing and the Acquisition, released earlier today. Details of the
Retail Offer
Members of the public in the UK may participate in the Retail
Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play.
The Retail Offer will be open to retail investors following
publication of this announcement. The Retail Offer will close at
the same time as the Bookbuilding Process is completed. The Retail
Offer may close early if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company with preference to be given to the Company's existing
retail investors, subject to conditions which are available to view
on www.PrimaryBid.com. There is a minimum subscription of GBP250
per investor under the terms of the Retail Offer. The Company
reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application
for subscription under the Offer without giving any reason for such
rejection.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Offer
Shares has been made and accepted via PrimaryBid, that application
is irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Placing Price
does not exceed EUR8 million equivalent. Accordingly, the Company
is not required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption
set out in sections 86(1) (e) and 86(4) of FSMA. The Retail Offer
is only being made in the United Kingdom and is not being made into
any jurisdiction where it would be unlawful to do so. In
particular, the Retail Offer is being made only to persons who are,
and at the time the Retail Offer Shares are subscribed for, will be
outside the United States and subscribing for the Retail Offer
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Persons who are resident
or otherwise located in the United States will not be eligible to
register for participation in the offer through PrimaryBid or
subscribe for Retail Offer Shares.
The Retail Offer Shares, if issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, the Placing Shares and the Management Subscription
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the Retail Offer Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market for
listed securities of the London Stock Exchange plc (together,
"Admission").
Settlement for the Retail Offer Shares and Admission is expected
to take place at or before 8.00 a.m. on 6 December 2021. The Retail
Offer is conditional, among other things, upon Admission becoming
effective and the placing agreement entered into by the Company in
connection with the Placing not being terminated in accordance with
its terms.
For further details, please refer to www.PrimaryBid.com. The
terms and conditions on which the Retail Offer is made, including
the procedure for application and payment for the Retail Offer
Shares, are available to all persons who register with
PrimaryBid.
It should be noted that a subscription for the Retail Offer
Shares and any investment in the Company carry a number of risks.
Investors should make their own investigations into the merits of
an investment in the Company. In particular, investors should
consider the risk factors set out on www.PrimaryBid.com before
making a decision to subscribe for Retail Offer Shares. Nothing in
this announcement amounts to a recommendation to invest in the
Company or amounts to investment, taxation or legal advice.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the Company's
ordinary shares if they are in any doubt.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
For further information on the announcement, please contact:
Halfords: +44 (0) 7483 457 415
Loraine Woodhouse, Chief Financial Officer
Neil Ferris, Corporate Finance Director
Andy Lynch, Head of Investor Relations
PrimaryBid Limited:
enquiries@primarybid.com
Fahim Chowdhury / James Deal
Powerscourt (Financial PR): +44 (0) 20 7250 1446
Rob Greening / Nick Hayns halfords@powerscourt-group.com
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this announcement must satisfy themselves
that it is lawful to do so. 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 securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the Retail Offer Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
PrimaryBid or any of their respective affiliates, or any person
acting on any of their behalves, that would permit an offer of the
Retail Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Retail Offer Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129 (as it forms part of English law pursuant to the European
Union (Withdrawal) Act 2018 (as amended)) to be published.
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