AIM Schedule One - HSS Hire Group PLC (0542I)
December 09 2020 - 3:00AM
UK Regulatory
TIDMHSS
RNS Number : 0542I
AIM
09 December 2020
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
HSS Hire Group plc ("HSS Hire" or "the Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Oakland House
76 Talbot Road
Manchester
M16 0PQ
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.hsshiregroup.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
The Company and its subsidiary undertakings (the "Group") is
a leading supplier of tool and equipment for hire in the United
Kingdom and Ireland and has provided equipment hire services
in the United Kingdom for more than 60 years, primarily focusing
on the B2B market. The Group's purpose is to equip its customers
with the tools, equipment, training and related services that
enable the construction, maintenance and operation of the United
Kingdom and Ireland's commercial, industrial and residential
infrastructure.
The Group's range of equipment includes over 1,000 product
lines in categories including powered access, lifting, heating,
cooling, drying, lighting, power, breaking, drilling and site
works. Alongside traditional equipment hire, the Group offers
a range of complementary, value added services through its
various businesses, including HSS OneCall and HSS Training.
The Group's operations are segmented into two reportable segments:
Rental - 70% of revenue in the year ended 28 December 2019
This segment comprises rental income from HSS Hire-owned tools
and equipment and directly related revenue, such as resale
of consumables, transport, loss, damage and other ancillary
revenues. The Rental segment serves the very fragmented GBP1.9
billion market, according to internal Company estimates, for
small tools, power generation and powered access, via a combination
of HSS Tool Hire, ABird, Apex and All Seasons Hire. The Rental
segment has a national network of distribution centres and
smaller branches offering a wide range of compliant equipment.
Services - 30% of revenue in the year ended 28 December 2019
This segment comprises income from the Group's rehire business,
known as HSS OneCall, and HSS Training.
HSS OneCall is a marketplace consolidating a comprehensive
range of services from over 500 suppliers and offering them
to thousands of customers. HSS Training is the United Kingdom's
leading technical training business offering a range of over
200 industry-recognised technical and safety courses at 47
training venues throughout the United Kingdom and Ireland.
The Services segment has a network of over 500 accredited suppliers
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Number of ordinary shares of 1 pence each in nominal value
("Ordinary Shares") for which Admission will be sought: 696,477,654
There are no restrictions as to the transferability of the
Ordinary Shares.
No Ordinary Shares are currently held, or will be held, in
treasury on Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on Admission.
Anticipated market capitalisation on Admission: c.GBP70 million
(based on the closing mid-market price on 8 December 2020,
market capitalisation on Admission will depend on the prevailing
mid-market share price of the Company immediately prior to
Admission).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
82.2%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Alan Edward Peterson (Non-Executive Chairman)
Stephen "Steve" Ashmore (Chief Executive Officer)
Paul David Quested (Chief Financial Officer)
Amanda Jane Burton (Independent Non-Executive Director)
Douglas "Doug" Grant Robertson (Independent Non-Executive Director)
Thomas "Tom" Sweet-Escott (Non-Executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder % of current % of ISC on
ISC admission
---------------------------- ------------- ------------
Exponent 33.8% 33.8%
Toscafund Asset Management 26.0% 26.0%
Ravenscroft (CI)
Limited(1) 21.8% 21.8%
(1) Shares held on behalf of Ravensworth International Limited.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
* Simpson Thacher & Bartlett LLP
* Tomorrow Partners LLP
* OGG Consulting Limited
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 26 December (52 weeks)
(ii) N/A - existing issuer transferring to AIM from the Official
List
(iii) 26 June 2021 (annual accounts for the 52 weeks ending
26 December 2020)
3 October 2021 (half yearly report for the 26 weeks ending
3 July 2021)
2 July 2022 (annual accounts for the 53 weeks ending 2 January
2022)
EXPECTED ADMISSION DATE:
14 January 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT
NAME AND ADDRESS OF BROKER:
Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
N/A - Quoted Applicant.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
9 December 2020
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
The Ordinary Shares were listed on the Premium segment of the
FCA's Official List / Main Market of the London Stock Exchange.
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
9 February 2015
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Company has adhered to the legal and regulatory requirements
applicable to companies admitted to the Official List (premium
segment) and the regulated market of London Stock Exchange
plc in respect of the Ordinary Shares.
It should be noted that the Company has been in dialogue with
the FCA for some time and agreed a modification of Listing
Rule 9.2.15R to allow for a minimum of 13.75% of the Company's
shares to be held in public hands, which would otherwise require
a free float of at least 25%. The current modification expires
on 20 August 2021.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.hsshiregroup.com
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
Since early 2018, the Group has been implementing a new strategy
that involves three key strategic priorities: de-lever the
Group, transform the tool hire business and strengthen the
Group's commercial proposition. These priorities have remained
generally unchanged throughout COVID-19 related lockdowns and
government regulation; however they have continued to evolve
and, in some cases, accelerate in response to such challenges,
including with respect to the closure of 134 branches (leaving
around 120 remaining locations, including builders merchant
concessions, providing national coverage) and the redundancy
of approximately 300 colleagues. The Group has also continued
to focus on its digital strategy and systems required to ensure
that optimal service is provided throughout and after the pandemic.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
Save as disclosed in the Company's Covid-19 update on 25 March
2020, its update on trading contained in the FY19 results announcement
of 27 May 2020, the interim results issued on 8 October 2020,
the trading update contained in the announcement of 16 November
2020 and the announcements of 4 December 2020 there has been
no significant change in the financial or trading position
of HSS Hire since 29 December 2019, being the end of the last
financial period for which audited financial statements have
been published.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Directors of the Company have no reason to believe that
the working capital available to it or its Group will be insufficient
for at least 12 months from the date of Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
N/A
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
For the Company's Ordinary Shares, settlement will be through
the CREST system for uncertificated shares. Shareholders can
also deal based on share certificates.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
www.hsshiregroup.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
None
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
www.hsshiregroup.com
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.
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END
PAAGIBDDLGGDGGC
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December 09, 2020 04:00 ET (09:00 GMT)
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