Halfords Group PLC (HFD) Halfords Group PLC: Results of
Fundraise 02-Dec-2021 / 07:00 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.
-----------------------------------------------------------------------------------------------------------------------
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
2 December 2021
Halfords Group PLC
("Halfords" or the "Company" and together with its subsidiaries,
the "Group")
Results of Fundraise
Halfords, the UK's largest provider of Motoring and Cycling
products and services, announces the successful completion of an
equity issue of new ordinary shares in the capital of the Company
("Ordinary Shares") raising gross proceeds of approximately GBP63.4
million (the "Fundraise").
This included a placing of Ordinary Shares ("Placing Shares")
announced yesterday (the "Placing").
The Placing raised gross proceeds of approximately GBP62.9
million. A total of 19,652,002 Placing Shares have conditionally
been placed by Investec Bank plc ("Investec") and Peel Hunt LLP
("Peel Hunt") with certain existing and new institutional investors
at an issue price of 320 pence per share (the "Offer Price").
In conjunction with the Placing, certain directors of the
Company have agreed to subscribe for an aggregate of 39,437 new
Ordinary Shares (the "Management Subscription Shares"), at the
Offer Price, pursuant to subscription letters entered into with the
Company (the "Management Subscription").
In addition, retail investors have subscribed via the PrimaryBid
platform for a total of 120,665 new Ordinary Shares (the "Retail
Shares") at the Offer Price (the "Retail Offer").
In aggregate, the Fundraise comprises 19,812,104 new Ordinary
Shares, representing approximately 9.9 per cent of the Company's
existing issued share capital and will raise gross proceeds of
approximately GBP63.4 million. The Offer Price represents nil
discount to the closing share price of 320 pence on 1 December
2021.
The Placing Shares, Management Subscription Shares and Retail
Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with each other and with the existing
Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Halfords consulted with a number of its major shareholders prior
to the Fundraise and is pleased by the support it has received from
both existing and new shareholders.
Directors' participation in the Fundraise
The following Directors have subscribed for the following number
of Ordinary Shares at the Offer Price as part of the Management
Subscription:
Name Number of new Ordinary Shares
Keith Williams 20,000
Graham Stapleton 3,500
Loraine Woodhouse 7,812
Helen Jones 5,000
Jill Caseberry 3,125
Admission
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares, Management
Subscription Shares and Retail Shares to the premium listing
segment of the Official List maintained by the FCA and to the
London Stock Exchange plc (the "LSE") for admission of the Placing
Shares, Management Subscription Shares and Retail Shares to trading
on the LSE's main market for listed securities (together,
"Admission"). Admission and settlement of the Placing Shares,
Management Subscription Shares and Retail Shares is expected to
take place on or before 8.00 a.m. on 6 December 2021.
The Placing, the Management Subscription and the Retail Offer
are conditional upon, inter alia, Admission becoming effective and
the Placing Agreement becoming unconditional and not being
terminated in accordance with its terms.
Total Voting Rights
Following Admission, the Company will have a total of
218,928,736 Ordinary Shares in issue (with no shares held in
treasury). Therefore, the total number of voting rights in Halfords
following Admission will be 218,928,736. With effect from
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the FCA.
The person responsible for releasing this Announcement is
Loraine Woodhouse, Chief Financial Officer.
For further information, please contact:
Halfords
Loraine Woodhouse, Chief Financial Officer
+44 (0) 7483 457 415
Neil Ferris, Corporate Finance Director
Andy Lynch, Head of Investor Relations
Investec (Joint Global Co-ordinator, Bookrunner and Broker)
+44 (0) 20 7597 5970
David Flin / Chris Baird / Alex Penney
Peel Hunt (Joint Global Co-ordinator, Bookrunner and Broker)
George Sellar / Tom Ballard / Andrew Clark (Investment Banking) +44 (0)20 7418 8900
Jock Maxwell MacDonald / Sohail Akbar (ECM Syndicate)
Powerscourt (Financial PR)
+44 (0) 20 7250 1446
halfords@powerscourt-group.com
Rob Greening / Nick Hayns
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.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE 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 HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, South Africa, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company, Investec, Peel Hunt or
any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or
Regulation (EU) No 2017/1129 (as amended) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation")) to be published.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or
other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
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 any other
jurisdiction of the United States. Accordingly, the Placing Shares
will be offered and sold only (i) outside of the United States in
"offshore transactions" (as such term is defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S
and otherwise in accordance with applicable laws; and (ii) in the
United States to persons who are "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act) ("QIBs") and who
have delivered to the Company and the Banks a US Investor Letter
substantially in the form provided to it, in each case, pursuant to
an exemption from, or in a transaction not subject to, registration
under the Securities Act. No public offering of the Securities will
be made in the United States or elsewhere.
The Placing has not been approved, disapproved or recommended by
the US Securities and Exchange Commission, any state securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing, or the accuracy or adequacy of this
presentation. Any representation to the contrary is a criminal
offence in the United States.
This Announcement has not been approved by the FCA or the London
Stock Exchange.
In Canada, the Placing is directed only to purchasers in the
provinces of Canada purchasing, or deemed to be purchasing, as
principal that are "accredited investors", as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are "permitted clients", as
defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the
securities must be made in accordance with an exemption from, or in
a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies
for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights
or consult with a legal adviser.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the agents for the Placing
are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection
with this offering.
In member states of the European Economic Area (the "EEA"), this
Announcement is directed at and is only being distributed to
"qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation ("Qualified Investors"). In the United
Kingdom, this Announcement is directed at and is only being
distributed to "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii)
high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being "Relevant Persons"). Any investment or investment
activity to which this Announcement relates is available only to
(i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will be engaged in
only with such persons. This Announcement must not be acted on or
relied on (i) in any member state of the EEA, by persons who are
not Qualified Investors; and (ii) in the United Kingdom, by persons
who are not Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, South Africa or Japan. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Banks, their
respective affiliates and any person acting on its or their behalf
each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the FCA or the London Stock
Exchange.
Investec Bank plc is authorised by the Prudential Regulation
Authority ("PRA") in the United Kingdom and regulated in the United
Kingdom by the PRA and FCA. Investec Europe Limited (trading as
Investec Europe) ("IEL"), acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
plc and IEL hereinafter referred to as "Investec"), is regulated in
Ireland by the Central Bank of Ireland. Peel Hunt LLP is authorised
and regulated in the United Kingdom by the FCA. Each Bank is acting
exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters
described in this Announcement. No Bank will regard any other
person as its client in relation to the Placing, the content of
this Announcement and other matters described in this Announcement
and no Bank will be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
their respective clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. 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 any
Bank or by any of its affiliates or any person acting on their
behalf 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 therefore is expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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 the shares. Past performance is no guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor 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.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares
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 the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, "distributors"
(for the purposes of the UK Product Governance Requirements) 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, the Banks 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00B012TP20
Category Code: ROI
TIDM: HFD
LEI Code: 54930086FKBWWJIOBI79
Sequence No.: 128093
EQS News ID: 1253546
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
Image link:
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1253546&application_name=news
(END) Dow Jones Newswires
December 02, 2021 02:00 ET (07:00 GMT)
Halfords (LSE:HFD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Halfords (LSE:HFD)
Historical Stock Chart
From Apr 2023 to Apr 2024
