TIDMHMLH
RNS Number : 6830B
BDB Nominee Company Limited
09 October 2020
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO . 596/2014 . UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN .
For immediate release
9 October 2020
RECOMMED CASH OFFER
for
HML HOLDINGS PLC
by
BDB NOMINEE COMPANY LIMITED
(formed at the direction of Harwood Capital LLP ("Harwood
Capital"))
OFFER UPDATE
Introduction
On 21 August 2020, BDB Nominee Company Limited ("BDB Nominee")
made a recommended cash offer to acquire the entire issued and to
be issued ordinary share capital of HML Holdings plc ("HML" or the
"Company"). Under the terms of the Offer, HML Shareholders will
receive, for each HML Share held, 37.5 pence in cash. The document
setting out the full terms of, and Conditions to, the Offer (the
"Offer Document") was posted to HML Shareholders on 21 August
2020.
On 11 September 2020, BDB Nominee declared its Offer
unconditional in all respects and, on 25 September 2020, announced
that the Offer had been extended and would remain open for
acceptance until 9 October 2020.
Level of acceptances
BDB Nominee announces that as at 1.00 p.m. (London time) on
Friday, 9 October 2020, being the third closing date of the Offer,
valid acceptances of the Offer had been received in respect of
42,942,178 HML Shares, representing approximately 89.90 per cent.
of HML's existing issued ordinary share capital. So far as BDB
Nominee is aware, none of these acceptances have been received from
persons acting, or deemed to be acting, in concert with BDB Nominee
for the purposes of the Offer, other than in respect of, in
aggregate, 6,925,000 HML Shares held by Harwood Private Equity V
L.P. ("HPE V"), which HPE V acquired from Oryx International Growth
Fund Limited and Harwood Capital Nominees Limited (together, the
"Existing Harwood Investors"), as announced by BDB Nominee on 1
September 2020.
Prior to the announcement of the Offer, BDB Nominee had received
irrevocable undertakings to accept (or procure acceptance of) the
Offer from the HML Directors who hold or control HML Shares. BDB
Nominee had also received irrevocable undertakings from certain
institutional and other HML Shareholders and from the Existing
Harwood Investors.
Together, these irrevocable undertakings related to, in
aggregate, 23,401,850 HML Shares, representing approximately 48.99
per cent. of the existing issued ordinary share capital of HML.
Valid acceptances have been received in respect of all the HML
Shares which were the subject of such irrevocable undertakings.
Accordingly, the total number of HML Shares in respect of which
valid acceptances of the Offer have been received is 42,942,178 HML
Shares, representing approximately 89.90 per cent. of HML's
existing issued ordinary share capital.
Save as disclosed in this announcement, neither BDB Nominee nor
the BDB Nominee Directors nor any person acting, or deemed to be
acting, in concert with BDB Nominee for the purposes of the Offer
has any interest in relevant securities of HML, or holds any right
to subscribe for any relevant securities of HML, or holds any short
positions (whether conditional or absolute and whether in the money
or otherwise), including any short positions under a derivative, in
any relevant securities of HML, or is party to any agreement to
sell or to deliver any relevant securities of HML, or holds any
right to require another person to purchase or take delivery of any
relevant securities of HML, or had during the Offer Period borrowed
or lent any relevant securities of HML.
Settlement of consideration
Settlement of the consideration to which any HML Shareholder is
entitled under the Offer is expected to be dispatched (or credited
through CREST) to validly accepting HML Shareholders in the case of
acceptances received, complete in all respects, after the date of
this announcement but while the Offer remains open for acceptance,
within 14 days of such receipt, in the manner described in
paragraph 13 of the letter from BDB Nominee and Harwood Capital to
HML Shareholders set out in Part II of the Offer Document.
Cancellation of admission to trading on AIM and compulsory
acquisition
As announced by HML on 15 September 2020, admission of the HML
Shares to trading on AIM is expected to be cancelled, without the
requirement for a resolution of HML Shareholders approving such
cancellation pursuant to Rule 41 of the AIM Rules, on or shortly
after 7.00 a.m. (London time) on 13 October 2020. It is also
anticipated that, after the cancellation of admission, HML will be
re-registered as a private limited company under the relevant
provisions of the Companies Act 2006.
If BDB Nominee receives acceptances under the Offer in respect
of, or otherwise acquires, 90 per cent. or more of the HML Shares
by nominal value to which the Offer relates and 90 per cent. or
more of the voting rights carried by HML Shares to which the Offer
relates, BDB Nominee intends to exercise its rights pursuant to the
provisions of Part 28 of the Companies Act to acquire compulsorily
the remaining HML Shares, in respect of which the Offer has not
been accepted, on the same terms as the Offer.
HML Shareholders are strongly recommended to accept the Offer as
the cancellation of admission to trading of HML Shares on AIM will
significantly reduce the liquidity and marketability of any HML
Shares in respect of which the Offer has not been accepted at that
time .
Further acceptance of the Offer
The Offer will remain open for acceptance for a further 14 days
until 1.00 p.m. (London time) on 23 October 2020. At least 14 days'
notice will be given prior to the closing of the Offer to those HML
Shareholders who have not accepted the Offer.
HML Shareholders who wish to accept the Offer, but who have not
yet done so, in respect of HML Shares held in certificated form
(that is, not in CREST), should complete, sign, have witnessed (as
required) and return the Form of Acceptance along with their valid
share certificate(s) and/or any other relevant documents of title,
in accordance with the instructions set out in the Offer Document
and on the Form of Acceptance, by post or by hand (during normal
business hours and by appointment only) to Share Registrars at The
Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as
possible.
HML Shareholders who wish to accept the Offer, but who have not
yet done so, in respect of HML Shares held in uncertificated form
(that is, in CREST), should read paragraph 12 of the letter from
BDB Nominee and Harwood Capital to HML Shareholders set out in Part
II of the Offer Document and Part E of Appendix I to the Offer
Document and follow the procedure for Electronic Acceptance set out
therein so that the TTE instruction settles as soon as
possible.
HML Shareholders who hold their HML Shares as a CREST sponsored
member should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE instruction(s) to
Euroclear.
Copies of the Offer Document and additional Forms of Acceptance
are available, free of charge, by contacting Share Registrars on
01252 821 390 or by writing to Share Registrars at The Courtyard,
17 West Street, Farnham, Surrey GU9 7DR stating your name, and the
address to which the hard copy version(s) should be sent. Lines are
open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday
(excluding public holidays in England and Wales). Calls to the
helpline will be charged at your network provider's standard rates
and calls from outside the United Kingdom will be charged at
applicable international rates. Please note that due to COVID-19
the Registrar's office is operating with a reduced staff and you
may be asked to leave a message
so that you can be called back. Alternatively, you can email the
Registrar at enquiries@shareregistrars.uk.com. Calls may be
recorded and randomly monitored for security and training purposes.
Please note that Share Registrars cannot provide advice on the
merits of the Offer nor give any financial, tax, investment or
legal advice. HML Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form. Unless you have
previously elected to receive hard copies of any such documents,
announcements or information, hard copies shall not be sent to you
but you may request them.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on the website of HML at
www.hmlgroup.com/takeover-documentation/ while the Offer remains
open for acceptance. For the avoidance of doubt, the contents of
the website referred to above are not incorporated into and do not
form part of this announcement.
Enquiries:
BDB Nominee Company Limited Tel: +44 (0)207
Jeremy Brade, Director 640 3200
Tim Sturm, Director
Strand Hanson Limited Tel: +44 (0)207
(Financial Adviser to BDB Nominee and Harwood 409 3494
Capital)
Stuart Faulkner/Matthew Chandler
Jack Botros/James Dance
HML Holdings plc Tel: +44 (0)20 8439
Alec Guthrie, Chief Executive Officer 8529
James Howgego, Chief Financial Officer
finnCap Ltd Tel: +44 (0)20 7220
(Financial and Rule 3 Adviser, Nominated Adviser 0500
and Broker to HML)
Ed Frisby
Giles Rolls
Henrik Persson
Tavistock Communications Group Tel: +44 (0)20 7920
(Financial PR adviser to HML) 3150
James Verstringhe
Jeremy Carey
Important Notice
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to BDB Nominee and Harwood Capital
and no-one else in connection with the Offer and other matters
described in this announcement and will not be responsible to
anyone other than BDB Nominee and Harwood Capital for providing the
protections afforded to clients of Strand Hanson Limited nor for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither Strand
Hanson Limited nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Strand
Hanson Limited in connection with this announcement, any statement
contained herein or otherwise.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser, nominated adviser and broker to HML and
no-one else in connection with the Offer and other matters
described in this announcement and will not be responsible to
anyone other than HML for providing the protections afforded to
clients of finnCap Ltd nor for providing advice in relation to the
Offer, the contents of this announcement or any other matter
referred to herein. Neither finnCap Ltd nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap Ltd in connection with this
announcement, any statement contained herein or otherwise.
HML SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN
OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF HML SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer and release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules 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 jurisdictions outside the United
Kingdom.
The Offer is being implemented in accordance with applicable
English law and is subject to the applicable requirements of the
Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by BDB Nominee or required by the
Code, and permitted by applicable law and regulation, the Offer is
not being made available directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may accept the Offer from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement, the Offer Document, the
Form of Acceptance and all other documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Restricted
Jurisdiction where to do so would violate the laws in such
jurisdictions. All persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should
observe these restrictions and any applicable legal or regulatory
requirements of their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Overseas Shareholders are
contained in the Offer Document.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on HML's website at
www.hmlgroup.com/takeover-documentation/ by no later than 12.00
noon (London time) on the Business Day following this
announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
END
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END
OUPMLBJTMTTMBMM
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