5th Dec 2013 07:00
HELPHIRE GROUP PLC - £60M Placing to Fund Strategic Growth and Notice of GMHELPHIRE GROUP PLC - £60M Placing to Fund Strategic Growth and Notice of GM
PR Newswire
London, December 4
This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia,Japan or any jurisdiction in which the same would be unlawful. Thisannouncement is not an offer of securities in the United States, Canada, SouthAfrica, Australia, Japan or any jurisdiction in which the same would beunlawful. Helphire GROUP PLC £60M PLACING TO FUND STRATEGIC GROWTH Introduction The Board of Helphire is pleased to announce that it has conditionally raised£60 million (before expenses) by the proposed issue of 1,153,846,160 OrdinaryShares at 5.2 pence per share. The net proceeds of the Placing of approximately£57.5 million will be used to allow Helphire to continue its development as aleading accident management services group. The Placing is conditional upon, among other things, the approval ofShareholders at the General Meeting. A circular relating to the Placingcontaining a notice convening the General Meeting is expected to be posted toShareholders today. Background and reasons for the Placing Helphire's financial position has improved markedly through its refinancing,which was completed in March 2013, and improved trading. The Group's financialposition has been transformed, it has returned to profitability and it hasrecommenced dividend payments. Helphire is now in a position to grow itsbusiness and intends to use the net proceeds of the Placing to fund itsstrategic growth plans. The Group is firmly established as a leader in the motor vehicle accidentmanagement market. For many years the Group has provided its customers with acomprehensive replacement vehicle and repair service, managed incidents for itscustomers and arranged personal injury legal services for them. Using ABSlicensed entities, the Group intends to develop a top tier UK personal injurylegal services business in order to provide a comprehensive range of servicesto its referral partners. The Group is actively considering acquiringadditional businesses in the accident management supply chain, including (butnot limited to) legal businesses, in order to build its presence in the marketmore rapidly and has identified a shortlist of potential targets. Dividends The Company has decided to accelerate the date for payment of the secondinterim dividend for the current year so that it is paid by reference to thepre-Placing shareholder register. The second interim dividend will be paid on10 January 2014 to those Shareholders on the register at the close of businesson 13 December 2013. In addition, in the absence of unforeseen circumstances, the Board intends toannounce a third interim dividend for the current year in late February 2014 aspart of its announcement of results for the six months ending 31 December 2013.Any third interim dividend will be payable in March 2014. Placing The Placing is not underwritten, but the Placing Shares have been conditionallyplaced by Cenkos Securities, as agent for the Company, with institutional andother investors in accordance with the terms of the Placing Agreement. The Placing Agreement is conditional upon, among other things, certainresolutions being passed at the General Meeting, Admission of the PlacingShares becoming effective before 8.00 a.m. on 24 December 2013 (or such latertime and/or date as the Company and Cenkos Securities may agree, but in anyevent by no later than 8.00 a.m. on 7 January 2014), the performance by theCompany of its obligations under the Placing Agreement and the satisfaction or,where appropriate, the waiver of certain other conditions set out in thePlacing Agreement. Subject to Admission, the Company will issue 1,153,846,160 Ordinary Shares toraise £60 million before the expenses of the Placing (approximately £57.5million after expenses). The Placing Shares will represent approximately 42.3 per cent. of the EnlargedShare Capital. The Placing Shares will, following Admission, rank in full forall dividends and distributions declared, made or paid in respect of the issuedOrdinary Share capital of the Company by reference to record dates falling onor after their date of issue and otherwise rank pari passu in all otherrespects with the Existing Ordinary Shares. The Placing Shares will not qualifyfor the second interim dividend. The Placing Price represents a premium to the closing mid-market price of 0.2per cent. per Ordinary Share as at 4 December 2013 (being the latestpracticable date prior to the date of this document). Martin Ward, Chief Executive Officer of Helphire said: "This fundraising is a very positive step for Helphire, building upon theGroup's recent successes. We are very pleased that such strong support has beenshown for our plans to develop Helphire's business and enhance the range ofaccident management services we provide to our customers." ENQUIRIES: Helphire Group 01225 321 134Martin Ward, Chief Executive OfficerStephen Oakley, Chief Financial Officer Cenkos Securities 020 7397 8900Ian SoanesMax Hartley Square1 Consulting 020 7929 5599David BickMark Longson Definitions The following words and expressions shall have the following meanings in thisdocument unless the context otherwise requires: "ABS" Alternative Business Structure "Admission" the admission to trading on AIM of the Placing Shares becoming effective in accordance with Rule 6 of the AIM Rules "AIM" the AIM market operated by London Stock Exchange "Board" or "Directors" the directors of the Company "Cenkos Securities" Cenkos Securities plc (company number: 05210733) whose registered office is at 6.7.8 Tokenhouse Yard, London EC2R 7AS "Circular" the circular letter to be sent by the Company to its shareholders in connection with the Placing "Company" or "Helphire" Helphire Group plc, a company registered in England and Wales with registered number 3120010 "Enlarged Share Capital" the issued ordinary share capital of the Company immediately following completion of the Placing "Existing Ordinary Shares" the 1,572,791,233 Ordinary Shares currently in issue "General Meeting" the general meeting of the Company to be held in connection with the Placing "Group" the Company and its subsidiary undertakings "Ordinary Shares" ordinary shares of 0.01 pence each in the capital of the Company "Placing" the conditional placing of the Placing Shares by Cenkos Securities plc pursuant to the Placing Agreement "Placing Agreement" the placing agreement entered into between the Company and Cenkos Securities on 5 December 2013 "Placing Price" 5.2 pence per Placing Share "Placing Shares" 1,153,846,160 Ordinary Shares "Shareholder(s)" holder(s) of Ordinary Shares Notes to Editors About the Group Helphire Group plc is a market leader in the provision of accident managementservices to motorists involved in accidents which were not their fault. The services offered include provision of replacement hire vehicles, personalinjury legal services, vehicle repair management solutions, full claimshandling assistance, uninsured loss recovery and intervention services. Helphire has around 6,000 vehicles in its fleet ranging from luxury marques tocommercial vehicles delivered through a national network of 25 depots. IMPORTANT NOTICE Cenkos Securities plc, which is authorised and regulated by the FinancialConduct Authority, is acting for Helphire Group plc and no one else inconnection with the matters referred to in this announcement and will not beresponsible to anyone other than Helphire Group plc for providing theprotections afforded to its customers or for providing advice to any otherperson in relation to the matters referred to in this announcement. Neither the content of the Company'swebsite nor any website accessible byhyperlinks to the Company'swebsite is incorporated in, or forms part of, this announcement. This announcement and the information contained herein does not constitute anoffer to sell, exchange or transfer any securities of the Company and is notsoliciting an offer to purchase, exchange or transfer such securities in anyjurisdiction where the offer, sale, exchange or transfer is not permitted or toany person or entity to whom it is unlawful to make that offer, sale, exchangeor transfer. This announcement and the information contained herein are not an offer forsale of securities in or into the United States, Canada, South Africa,Australia, Japan or in any other jurisdiction and the information containedherein is not for publication or distribution in or into the United States,Canada, South Africa, Australia or Japan or any other jurisdiction where thesame would be unlawful. The securities referred to herein have not been andwill not be registered under the U.S. Securities Act of 1933 (the "Act"), asamended, and may not be offered or sold in the United States or to or for theaccount or benefit of US persons (as such term is defined in Regulation S underthe Act) absent registration under the Act or an available exemption fromregistration. No public offering of the securities referred to herein will bemade in the United States. The shares referred to herein may not, directly orindirectly, be offered, sold, taken up or delivered in, into or from Australia,Canada, Japan or the Republic of South Africa or in any other jurisdictionwhere the same would be unlawful.
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