TIDMHSS
RNS Number : 6673H
HSS Hire Group PLC
04 December 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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
AUSTRALIA, CANADA, JAPAN, THE UNITED STATES 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 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 PUBLISHED BY THE COMPANY ON 16
NOVEMBER 2020.
4 December 2020
HSS Hire Group plc
("HSS Hire" or the "Company")
Result of General Meeting and Placing
HSS Hire announces that, at the General Meeting held earlier
today, the resolutions set out in the Notice of General Meeting
(the " Resolutions ") contained within the combined prospectus and
circular published by the Company on 16 November 2020 (the "
Prospectus ") were duly passed without amendment by a poll.
The number of votes 'for' and 'against' each of the resolutions
put before the General Meeting and the number of votes 'withheld'
were as follows:
No. Resolution For Against Total Votes Withheld
No. of % No. % No. of %(2) No. of
Votes of Votes(1) Votes
Votes
------------ ------- ------- ------ ------------ ------- ---------
Directors'
authority to
issue the New
Shares pursuant
to the Capital
Raise and any
1 Warrant Exercise 150,610,225 99.97% 41,295 0.03% 150,651,520 88.51% 952
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Directors'
authority to
issue the New
Shares under
section 551
2 of the Act 150,619,272 99.98% 32,248 0.02% 150,651,520 88.51% 952
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Disapplication
of pre-emption
rights pursuant
to the Capital
Raise and any
3 Warrant Exercise(3) 150,601,788 99.97% 42,259 0.03% 150,644,047 88.51% 8,425
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Disapplication
of pre-emption
rights to allotment
4 of equity securities(3) 150,600,322 99.97% 43,725 0.03% 150,644,047 88.51% 8,425
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Disapplication
of pre-emption
rights for
the allotment
of shares for
cash for the
purposes of
financing or
other capital
5 investment(3) 150,600,798 99.97% 43,725 0.03% 150,644,523 88.515 7,949
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Discount of
greater than
10% to middle
market price
6 of the Shares 150,607,788 99.97% 41,771 0.03% 150,649,559 88.51% 2,913
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Implementation
of Capital
7 Raise 150,610,487 99.97% 41,033 0.03% 150,651,520 88.51% 952
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Related Party
8 Transaction 104,788,252 99.96% 44,208 0.04% 104,832,460 61.59% 7,943
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
Delisting and
9 AIM Admission(4) 150,563,714 99.94% 83,357 0.06% 150,647,071 88.51% 5,401
------------------------- ------------ ------- ------- ------ ------------ ------- ---------
(1) A vote withheld is not a vote in law and is not counted in
the calculation of the votes 'For' or 'Against' a resolution.
(2) The number of ordinary shares in issue on 2 December 2020
was 170,207,142. Shareholders are entitled to one vote per
share.
(3) Passed as a special resolution.
(4) Resolution 9 was duly passed by way of a poll, both as a
special resolution of all Shareholders and by a majority of the
independent Shareholders voting on the resolution, in accordance
with LR 5.2.5R.
The passing of the Resolutions will enable the Company to
proceed with the Capital Raise. The Capital Raise remains
conditional upon, amongst other things, Admission of the New
Shares.
Following the announcement earlier today regarding valid
acceptances and excess applications from Qualifying Shareholders
received under the Open Offer, the Company confirms that Numis has
procured subscribers for 41,205,000 New Shares (for which valid
acceptances were not received) at a price of 10 pence per share,
raising additional gross proceeds of approximately GBP4.1 million
for the Company. The Capital Raise has therefore raised gross
proceeds of GBP52.6 million in aggregate.
Applications have been made to the Financial Conduct Authority
for 526,270,512 New Shares to be admitted to the premium listing
segment of the Official List and to the London Stock Exchange for
such New Shares to be admitted to trading on the main market for
listed securities. These New Shares will be issued under
authorities granted by the Resolutions at today's General Meeting.
It is expected that Admission will take place and that dealings in
the New Shares will commence at 8.00 a.m. on 8 December 2020.
Following the allotment of the New Shares under the Capital
Raise, the Company's issued share capital will consist of
696,477,654 ordinary shares of one pence each. The Company does not
hold any shares in treasury. Therefore, the total number of voting
rights in the Company is 696,477,654. This figure may be used by
Shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change in their interest in, the Company under the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority.
The Company will also make an application for the listing of its
Shares on the premium listing segment of the Of cial List and from
trading on the London Stock Exchange's Main Market for listed
securities to be cancelled (the " Delisting ") and for all of its
issued and to be issued Shares to be admitted to trading on AIM ("
AIM Admission "). It is expected that AIM Admission will become
effective and that dealings of the Shares will commence on AIM at
8.00 a.m. on 14 January 2021 and would occur simultaneously with
the Delisting becoming effective.
All capitalised terms used in this announcement but not defined
herein have the meaning given to them in the Prospectus.
In accordance with Listing Rule 9.6.2R, a copy of the
Resolutions passed at the General Meeting will be submitted to the
National Storage Mechanism where it will shortly be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This
announcement will also be available to view on the Company's
website at https://www.hsshiregroup.com/.
For further information, please contact:
HSS Hire Group plc Tel: 020 3757 9248
Steve Ashmore, Chief Executive Officer Please email: Investors@hsshire.com
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 EU No 596/2014. Upon the publication of
this announcement via Regulatory Information Service, 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. 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 New Shares referred
to in this announcement except on the basis of the information
contained in the Prospectus.
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 Securities Limited ("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 are 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 provides 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 securities referred to herein have not been and
will not be registered under the US Securities Act of 1933 (the
"Securities Act") or with any securities regulatory authority of
any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in or into
the United States absent registration under the Securities Act or
an available exemption from, or as part of a transaction not
subject to the registration requirements of the Securities Act and
in each case, compliance with any applicable securities laws of any
state or other jurisdiction of the United States. No public
offering of the securities referred to herein is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
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.
Cautionary statement regarding forward-looking statements
This announcement may include certain forward-looking
statements, forecasts, estimates, projections and opinions
("Forward-looking Statements"). When used in this document, the
words "anticipate", "believe", "estimate", "forecast", "expect",
"intend", "plan", "project", "may", will" or "should" or, in each
case, their negative or other variations or similar expressions, as
they relate to the Group, its management or third parties, identify
Forward-looking Statements. Forward-looking Statements include
statements regarding the Group's business strategy, objectives,
nancial condition, results of operations and market data, as well
as any other statements that are not historical facts. These
statements re ect beliefs of the Directors (including based on
their expectations arising from pursuit of the Group's strategy),
as well as assumptions made by the Directors and information
currently available to the Company.
Although the Group considers that these beliefs and assumptions
are reasonable, by their nature, Forward-looking Statements involve
known and unknown risks, uncertainties, assumptions and other
factors because they relate to events and depend on circumstances
that will occur in the future whether or not outside the control of
the Company. These factors, risks, uncertainties and assumptions
could cause actual outcomes and results to be materially different
from those projected. Past performance cannot be relied upon as a
guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. No representation is made
or will be made that any Forward-looking Statements will be
achieved or will prove to be correct. These factors, risks,
assumptions and uncertainties expressly qualify all subsequent oral
and written Forward-looking Statements attributable to the Group or
persons acting on its behalf.
None of the Company, the Directors or Numis assumes any
obligation to update any Forward-looking Statement and disclaims
any obligation to update their view of any risks or uncertainties
described herein or to publicly announce the result of any
revisions to the Forward-looking Statements made in this document,
except as required by law (including, for the avoidance of doubt,
the Prospectus Regulation Rules, the Listing Rules and Disclosure
Guidance and Transparency Rules).
In addition, this announcement may contain information
concerning the Group's industry and its market and business
segments generally, which is forward-looking in nature and is based
on a variety of assumptions regarding the ways in which the
industry, and the Group's market and business segments, will
develop. These assumptions are based on information currently
available to the Company. If any one or more of these assumptions
turn out to be incorrect, actual market results may differ from
those predicted. While the Company does not know what effect any
such differences may have on the Group's business, if there are
such differences, they could have a material adverse effect on the
Group's future results of operations and nancial condition.
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END
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December 04, 2020 12:13 ET (17:13 GMT)
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