2nd Feb 2010 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, into OR within THE UNITED STATES, CANADA or any other excluded territory and SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE LAWS OR REGULATIONS.
This Announcement is an advertisement. It is not a prospectus. Investors should not subscribe for or purchase any shares referred to in this Announcement except SOLELY on the basis of information in the prospectus to be published by Hampson Industries plc in connection with the proposed Capital Raising. Copies of the prospectus will, following publication, be available for inspection at the registered office of hampson industries plc AT 7 HARBOUR BUILDINGS, WATERFRONT WEST, DUDLEY ROAD, BRIERLEY HILL, WEST MIDLANDS, DY5 1LNAND AT THE OFFICES OF EVERSHEDS LLP AT ONE WOOD STREET, LONDON EC2V 7WS DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS EXCLUDED) UP TO AND INCLUDING 19 FEBRUARY 2010.
2 February 2010
Hampson Industries PLC
Proposed Firm Placing and Placing and Open Offer to raise
gross proceeds of £59.5 million
The board of directors of Hampson Industries PLC ("Hampson", the "Group" or the "Company") today announces that it is proposing a capital raising by way of a firm placing and a placing and open offer to raise £59.5 million (approximately £55.6 million net of expenses) through the issue of 119,012,408 New Ordinary Shares at an issue price of 50 pence per New Ordinary Share.
Highlights
·; The Capital Raising is expected to raise gross proceeds of £59.5 million (approximately £55.6 million net of expenses) in order to reduce the Group's net borrowings, to provide a more robust and flexible funding structure for the Group, and to enable the Group to exploit future opportunities that the Directors believe will be available to support the Group's continuing growth.
·; The Capital Raising will be by way of a firm placing and a placing and open offer, fully underwritten by Investec and Lloyds TSB Corporate Markets.
·; 59,506,204 New Ordinary Shares will be issued pursuant to the Placing and Open Offer (comprising 50 per cent. of the total number of New Ordinary Shares to be issued pursuant to the Capital Raising) and 59,506,204 New Ordinary Shares will be issued pursuant to the Firm Placing (comprising the remaining 50 per cent.).
·; The Issue Price of 50 pence per New Ordinary Share represents a discount of 14.75 pence (22.8 per cent.) to the Closing Price of 64.75 pence per Ordinary Share on 1 February 2010 (being the last Business Day prior to this announcement ("this Announcement")).
·; The Capital Raising is conditional on, among other things, the approval of Shareholders at a general meeting to be held at 11.00 a.m. on 18 February 2010. Details relating to the General Meeting are contained in the prospectus which it is intended will be posted to Qualifying Shareholders (other than Excluded Shareholders) on 2 February 2010 (the "Prospectus").
·; Lazard is acting as sponsor and financial adviser to the Company. Investec is acting as joint bookrunner, underwriter and broker to the Company. Lloyds TSB Corporate Markets is acting as joint bookrunner and underwriter to the Company.
Commenting on the proposed Capital Raising, Christopher Geoghegan, Non-Executive Chairman, said:
"The capital raising will provide Hampson with a solid long-term financial base and the necessary flexibility to exploit opportunities to drive the Group's continuing growth.
In light of the recent challenging trading environment, we have taken, and continue to take, rapid and decisive actions to reduce the Group's cost base and improve operational efficiency.
With a stronger financial platform, the Directors believe that the Group will be well-positioned to benefit from the anticipated recovery in aerospace tooling demand, and the Board remains confident in the Group's medium and long-term prospects."
In a separate announcement, Hampson has today announced its Interim Management Statement covering the period from 1 October 2009 to the date of this Announcement.
This summary should be read in conjunction with the full text of this Announcement. Appendix I contains an expected timetable of key events. Appendix II contains the definitions of certain terms used in this Announcement.
A copy of the Prospectus, following publication on or around 2 February 2010, will be available for inspection at the registered office of the Company at 7 Harbour Buildings, Waterfront West, Dudley Road, Brierley Hill, West Midlands, DY5 1LN and at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) up to and including 19 February 2010.
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For further information, please contact:
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Hampson Industries PLC Christopher Geoghegan Kim Ward Howard Kimberley |
+44 (0) 1384 485 345
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M:Communications (PR adviser) Marylene Guernier Ed Orlebar |
+44 (0) 20 7920 2369 / 2323 |
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Lazard (Sponsor and financial adviser) Nicholas Shott Richard Shaw Oliver Ives |
+44 (0) 20 7187 2000 |
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Investec (Joint bookrunner, underwriter and broker) Keith Anderson Charlie Batten |
+44 (0) 20 7597 5000 |
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Lloyds TSB Corporate Markets (Joint bookrunner and underwriter) Paul Landy Sumeet Pillai |
+44 (0) 20 7626 1500 |
Important Notice
This Announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this Announcement except on the basis of the information contained in the Prospectus.
Neither the content of Hampson's website nor any website accessible by hyperlinks to Hampson's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada or any other Excluded Territory or into any other jurisdiction where the extension or availability of the Capital Raising would breach any applicable laws.
No action has been taken by Hampson or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from, or in a transaction subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this Announcement. Any representation to the contrary is a criminal offence in the United States.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, South Africa or New Zealand.
This Announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of New Ordinary Shares. In particular, this Announcement 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.
This Announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by Hampson. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this Announcement or that the information contained in it is correct at any subsequent date.
Lazard, Investec and Lloyds, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Hampson and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Hampson for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard, Investec or Lloyds by the Financial Services and Markets Act 2000, none of Lazard, Investec or Lloyds or any of their affiliates or agents accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for 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 Hampson or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Each of Lazard, Investec and Lloyds accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Hampson for the current or future financial years would necessarily match or exceed the historical published earnings per share of Hampson.
This Announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company or the Group concerning, among other things, the Company's financial position and projections, business plan, financial model and future covenant ratios and compliance, the results of operations, prospects, growth, strategies and dividend policy of the Group and the industry in which it operates.
By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. The Group's actual financial performance, results of operations, dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward looking statements contained in this Announcement. In addition, even if the financial performance, results of operations and dividend policy of the Company or the Group (as the case may be), and the development of the industry in which it operates, are consistent with the forward looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: the effect of the Capital Raising on the Group; the Group's ability to generate growth or profitable growth; the Group's ability to generate sufficient cash over the longer term to service its debt; the Group's ability to control its capital expenditure and other costs; changes in the competitive framework in which the Group operates and its ability to retain market share; industry trends; general local and global economic, political, business and market conditions; significant changes in exchange rates, interest rates and tax rates; significant technological and market changes; future business combinations or dispositions; changes in government and other regulation, including in relation to the environment, health and safety and taxation; labour relations and work stoppages; and changes in business strategy or development plans. More detailed information on the potential factors which could affect the financial results of the Group is contained in the Group's public filings and reports.
The forward looking statements contained in this Announcement speak only as of the date of this Announcement. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules) and as required by the FSA, the London Stock Exchange or the City Code, the Company does not undertake any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to the Company or the Group or individuals acting on behalf of the Company or the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.
This Announcement should not be considered a recommendation by the Company or its directors, officers, employees, advisers or any of its respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Prices and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this Announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, into OR within THE UNITED STATES, CANADA or any other excluded territory and SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE LAWS OR REGULATIONS.
This Announcement is an advertisement. It is not a prospectus. Investors should not subscribe for or purchase any shares referred to in this Announcement except SOLELY on the basis of information in the prospectus to be published by Hampson Industries plc in connection with the proposed Capital Raising. Copies of the prospectus will, following publication, be available for inspection at the registered office of hampson industries plc AT 7 HARBOUR BUILDINGS, WATERFRONT WEST, DUDLEY ROAD, BRIERLEY HILL, WEST MIDLANDS, DY5 1LNAND AT THE OFFICES OF EVERSHEDS LLP AT ONE WOOD STREET, LONDON EC2V 7WS DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS EXCLUDED) UP TO AND INCLUDING 19 FEBRUARY 2010.
2 February 2010
Hampson Industries PLC
Proposed Firm Placing and Placing and Open Offer to raise
gross proceeds of £59.5 million
1. Introduction
The board of directors of Hampson Industries PLC ("Hampson", the "Group" or the "Company") today announces that it is proposing a capital raising by way of a firm placing and a placing and open offer to raise £59.5 million (approximately £55.6 million net of expenses) through the issue of 119,012,408 New Ordinary Shares at an issue price of 50 pence per New Ordinary Share, a discount of 22.8 per cent. to the Closing Price of 64.75 pence per Ordinary Share on 1 February 2010 (the last Business Day prior to the announcement of the Capital Raising). 59,506,204 New Ordinary Shares will be issued pursuant to the Firm Placing and 59,506,204 New Ordinary Shares will be issued pursuant to the Placing and Open Offer.
The Placing and Open Offer is being made on the basis of 3 New Ordinary Shares for every 8 Existing Ordinary Shares.
The Firm Placing and the Placing and Open Offer have each been fully underwritten by Investec and Lloyds in accordance with the terms and subject to the conditions of the Underwriting and Sponsor's Agreement.
The Capital Raising is conditional on, among other things, the approval of Shareholders at a general meeting to be held at 11.00 a.m. on 18 February 2010.
2. Background to and reasons for the Capital Raising
2.1 Background to the Capital Raising
Over the last five years, Hampson has successfully repositioned its business. The Group's business has been strengthened through the broadening of its customer base, the expansion of its geographic footprint into the United States, the winning of contracts associated with major aerospace programmes and the building of an enhanced technology offering that now covers a wide range of materials and services in both tooling and components.
Since the commencement of the Group's growth strategy, the Group has delivered progressive increases in revenue and profit over the four year period ended 31 March 2009, with the Group's revenue having grown by a CAGR of 35 per cent. and its EPS by 69 per cent.
Central to the Group's growth strategy in aerospace, and to the successful re-positioning of the Group's business, has been the migration away from dependence on traditional technologies and the building of new positions in carefully defined niches within sectors of the aerospace market which the Directors believe offer attractive long-term growth prospects. Specifically, the Group has acquired new capabilities in carbon composite component manufacturing and a leading position in the design and manufacture of precision tooling systems from which carbon composite aerostructures are manufactured and assembled for the latest generation of aircraft.
The Directors believe that demand for composite components and structures is projected to rise progressively over the next 20 years as airframe manufacturers continue to develop lighter, more fuel efficient aircraft and transition away from traditional metallic structures towards advanced composite-based structures. New commercial aircraft programmes are expected to have 50 per cent. or more of their structural weight composed of advanced composite materials as this trend accelerates.
The Group's focus on composite technologies and tooling systems has been achieved through a series of strategic acquisitions, commencing with the acquisition of Texstars, Inc. in December 2004, and including, most recently, the acquisitions of Odyssey Industries, Inc. and Global Tooling Systems, Inc. in June 2008.
As the application of composite materials has spread from mainly secondary structures in existing generation aircraft to primary structures, such as wing surfaces, fuselage sections and empennages in the latest generation aircraft, demand has been created for much larger, tighter tolerance tooling systems. These systems include not only large, precision-machined moulds and mandrels from which critically-dimensioned monolithic carbon composite sections can be formed, but also full suites of complementary and fully-integrated tooling systems designed to effect the techniques necessary to assemble these new generation airframes.
The Directors believe that demand is expected to rise for the type of large close tolerance tooling solutions supplied by the Group to support the development and launch of new commercial, military, regional, business and general aviation jets. These include such major new composite-rich aircraft as the Boeing 787, Airbus A350, Bombardier C Series, F-35 Joint Strike Fighter, Hondajet and LearJet 85. As the largest independent manufacturer of such tooling solutions in the world, the Group is uniquely positioned to take advantage of the significant opportunities that the Directors believe this trend presents.
Following the acquisition of Coast Composites, Inc. in December 2005, the Group subsequently acquired US-based Odyssey Industries, Inc. and Global Tooling Systems, Inc. in June 2008. As a result of these acquisitions, the Group has built a clear, global leadership position in the market for large, high precision tooling systems which are required to enable the manufacture of complex, carbon composite aerostructures. Having established its global leadership position in the market for tooling systems, the Group's strategic aim is to become a leading tooling integrator for its customers, demonstrating its willingness to invest to support customers' own growth plans.
Following several years of strong growth, demand for aerospace tooling is estimated to have declined by approximately 25 per cent. in 2009 to approximately US$1.5 billion. This decline has been caused by a number of large aerospace programmes having been affected at the same time by engineering challenges and launch delays and has been compounded by the difficult general economic environment. In turn, this has resulted in orders for high value manufacturing and assembly tooling being deferred while engineering solutions are found by customers and delays in the placing of orders for additional tooling necessary to support increasing production build rate sets. The Directors believe that customers have sought to preserve liquidity by delaying tooling expenditure for as long as possible while programmes have remained in delay.
With a number of these programmes now reaching greater engineering maturity, the global demand for aerospace tooling is expected to rise progressively. The global demand for aerospace tooling is expected to grow to an estimated size in excess of US$2.0 billion by 2012, representing a CAGR of between 10 and 15 per cent. The first flight of the Boeing 787 was successfully completed on 15 December 2009. The Board anticipates that this, together with Boeing's announced intention to establish a second Boeing 787 assembly line in South Carolina, will have a positive impact on the placing of further tooling orders with the Group. The Directors believe that, in addition to the commencement of production of the Boeing 787, the Airbus A350 and new programmes from the business and regional jet manufacturers, Embraer and Bombardier, will be major drivers of future growth in the aerospace tooling market.
2.2 Reasons for the Capital Raising
Whilst the Group entered 2009 with a relatively strong balance sheet, the unforeseen delays in the release of new tooling orders described above, together with the impact of the global economic downturn, adversely affected the Group's financial performance in the 2010 Half Year. This coincided with a period in which the Group was required to settle outstanding deferred consideration payments of approximately £22 million in respect of past acquisitions.
The Group's senior committed borrowing facilities contain financial covenants relating to interest cover and the ratio of net debt to EBITDA. As at 30 September 2009, the Group's net indebtedness was £140.7 million, resulting in a net debt to EBITDA ratio of 3.11x, compared to a covenanted maximum level applicable as at such date of 3.25x.
On 26 November 2009, the Group announced in its results for the 2010 Half Year that, in light of the reduced headroom against the then applicable net debt to EBITDA covenant, the Group had agreed with its senior lenders on certain amendments to the Facility Agreement to increase the net debt to EBITDA covenant for all future periods to 31 December 2010 to not less than 4.00x. The Board also announced that it intended to reduce the Group's level of net indebtedness and was considering a range of initiatives to achieve this.
In this context, the Directors are seeking to raise capital by way of the Capital Raising to create a more robust and flexible funding structure for the Group. It is also the Board's view that the improved financial flexibility created by the Capital Raising will position the Group more favourably in its contract negotiations with its suppliers and will assist the Group to commit to certain major aerospace contracts.
The global market for aerospace tooling has a relatively fragmented structure. Measured by revenue, the Group is the largest independent aerospace tooling supplier in the world with an estimated market share of 10 per cent. The Directors believe that the tooling market is likely to become tiered and more international. This trend is in response to customer requirements for a smaller group of larger, more capable suppliers who have the capacity not only to provide complete turn-key solutions to their major tooling requirements, but also to provide tooling of increasing complexity and tighter tolerances capable of supporting the latest composite manufacturing techniques, such as out of autoclave curing and automated assembly sequences. This, in turn, provides an opportunity for companies operating in this market to grow their potential market share, taking on greater responsibility for managing larger, higher value tooling suites.
Total global tooling demand of approximately US$21 billion is projected at current prices based on aircraft programmes with estimated entry-into-service dates falling due over the next 12 years. The Directors believe that new, as yet unidentified programmes may add to this demand estimate, underlying the potential for strong future growth in the Group's tooling business.
The Directors believe that with its strong industry positioning, its technical capabilities and available manufacturing and engineering capacity, the Group is well placed to win a substantial share of the future global aerospace business.
It is the Board's view that the strengthening of the Group's financial base following the proposed Capital Raising will mean that it is better placed to exploit opportunities that the Directors believe will be available to support its continuing growth.
3. Use of Proceeds
The net proceeds of the Capital Raising will be used to reduce the Group's net borrowings, with a resultant £15.0 million permanent reduction of the Group's borrowing facilities thereafter.
4. Current trading and prospects
Hampson announced today its Interim Management Statement covering the period from 1 October 2009 to the date of this Announcement. Details of the Group's current trading and prospects are contained within that Interim Management Statement.
5. Key terms and conditions of the Capital Raising
The Board proposes to raise, pursuant to the Capital Raising, approximately £55.6 million, net of expenses, through the issue of 119,012,408 New Ordinary Shares at an issue price of 50 pence per New Ordinary Share, a discount of 14.75 pence (22.8 per cent.) to the Closing Price of 64.75 pence per Ordinary Share on 1 February 2010 (the last Business Day prior to the announcement of the Capital Raising). 59,506,204 New Ordinary Shares will be issued pursuant to the Firm Placing and 59,506,204 New Ordinary Shares will be issued pursuant to the Placing and Open Offer.
In setting the Issue Price, the Directors have considered the price at which the New Ordinary Shares need to be offered to investors to ensure the success of the Capital Raising and to raise sufficient equity compared with the current market capitalisation of the Company. The Directors believe that both the Issue Price and the discount are appropriate.
Principal terms of the Placing and Open Offer
The Issue Price represents a discount of 14.75 pence (22.8 per cent.) to the Closing Price of 64.75 pence per Ordinary Share on 1 February 2010 (the last Business Day prior to the announcement of the Capital Raising). The Placing and Open Offer is expected to raise approximately £29.8 million before expenses.
Under the terms of the Placing and Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, pro rata to their holdings of Existing Ordinary Shares on the Record Date, on the basis of:
3 Open Offer Shares for every 8 Existing Ordinary Shares
Qualifying Shareholders are also being given the opportunity, provided they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility, up to a maximum number of Excess Shares equal to 0.04 times the number of Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date.
Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional entitlements in the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 59,506,204 New Ordinary Shares.
Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement, which in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown in Box 2 on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock accounts in CREST.
Application Forms are expected to be despatched to Qualifying non-CREST Shareholders on 2 February 2010 and Qualifying CREST Shareholders are expected to receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements at 8.00 a.m. on 3 February 2010. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer, as will Qualifying Shareholders with holdings under different designations or in different accounts.
The Conditional Placees have agreed to subscribe for Open Offer Shares pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer.
The Placing and Open Offer is fully underwritten by Investec and Lloyds pursuant to the
Underwriting and Sponsor's Agreement. Pursuant to the Underwriting and Sponsor's Agreement and in connection with the Capital Raising, Lazard has been appointed as sponsor and financial adviser to the Company, Investec has been appointed as joint bookrunner, underwriter and broker and Lloyds has been appointed as joint bookrunner and underwriter. The principal terms of the Underwriting and Sponsor's Agreement are summarised in the Prospectus.
Application has been made for the Open Offer Shares and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 3 February 2010. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 3 February 2010. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.
The Placing and Open Offer is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting and Admission occurring by not later than 8.00 a.m. on 19 February 2010, or such later time and/or date as Investec may decide (being not later than 5.00 p.m. on 1 March 2010).
If Admission does not become effective on or before 8.00 a.m. on 19 February 2010, or such later time and/or date as Investec may decide (being not later than 5.00 p.m. on 1 March 2010), the Open Offer will lapse, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest as soon as practicable thereafter. In these circumstances, the Placing to the Conditional Placees will not proceed. Applications will be made to the UK Listing Authority for the Open Offer Shares to be admitted to listing on the Official List and to the London Stock Exchange for the Open Offer Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective at 8.00 a.m. on 19 February 2010 and that dealings for normal settlement in the Open Offer Shares will commence at 8.00 a.m. on 19 February 2010.
Any Qualifying Shareholder who has sold or transferred all or part of his or her registered holding(s) of Ordinary Shares prior to 8.00 a.m. on 3 February 2010 is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares may be a benefit which may be claimed from him or her by the purchasers under the rules of the London Stock Exchange.
The Open Offer Shares, when issued and fully paid, will be identical to, and rank in full with, the Existing Ordinary Shares for all dividends or other distributions declared, made or paid after Admission and in all respects will rank pari passu with the Existing Ordinary Shares as at the date of issue. No temporary documents of title will be issued.
The commitments of the Conditional Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, is set out in the Prospectus and the Application Form.
Excess Application Facility
The Excess Application Facility will enable Qualifying Shareholders, provided they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility up to a maximum number of Excess Shares equal to 0.04 times the number of Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date, subject to availability.
Qualifying non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to the Prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility.
If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares available for acquisition pursuant to the Open Offer will not exceed 59,506,204 New Ordinary Shares.
Principal terms of the Firm Placing
The Company is proposing to issue 59,506,204 New Ordinary Shares pursuant to the Firm Placing. The Firm Placing is fully underwritten by Investec and Lloyds pursuant to the Underwriting and Sponsor's Agreement.
The Firm Placed Shares are not subject to clawback and do not form part of the Open Offer. The Firm Placing is expected to raise approximately £29.8 million before expenses. The Firm Placing is subject to the same conditions and termination rights that apply to the Placing and Open Offer.
The Firm Placing and the Placing and Open Offer are inter-conditional and conditional, among other things, on Shareholder approval, which will be sought at the General Meeting.
Applications will be made to the UK Listing Authority for the Firm Placed Shares to be admitted to listing on the Official List and to the London Stock Exchange for the Firm Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective at 8.00 a.m. on 19 February 2010 and that dealings for normal settlement in the Firm Placed Shares will commence at 8.00 a.m. on 19 February 2010.
The Firm Placed Shares, when issued and fully paid, will be identical to, and rank in full with, the Existing Ordinary Shares for all dividends or other distributions declared, made or paid after Admission and in all respects will rank pari passu with the Existing Ordinary Shares as at the date of issue.
6. Structure of the Capital Raising
In structuring the Capital Raising, the Directors have had regard, inter alia, to the current market conditions, the total net proceeds to be raised and the composition of Hampson's share register. After considering these factors, the Directors have concluded that the Firm Placing and the Placing and Open Offer is the most suitable option available to the Company and its Shareholders. The Open Offer component of the fundraising provides an opportunity for all Qualifying Shareholders to participate by subscribing for Open Offer Shares pro rata to their current holding of Existing Ordinary Shares.
The Directors are seeking the approval of Shareholders to the proposed structure of the Capital Raising, including the non pre-emptive element, at the General Meeting.
The Firm Placing Price and the level of the Firm Placing discount have been determined, following discussions with both existing and potential new Shareholders, at the level which the Directors consider necessary to attract new investors in order to ensure the success of the Capital Raising, taking into account the total net proceeds to be raised. The Directors believe the Issue Price and the discount which it represents is appropriate.
7. Financial effects of the Capital Raising
Adjusting for the receipt of the estimated aggregate net proceeds from the Capital Raising, the Company's illustrative consolidated net assets as at 30 September 2009 on a pro forma basis would have been £259.0 million.
The Directors expect that the Capital Raising will make a positive contribution to total earnings in the 2010 Financial Year as a result of lower interest payments arising from lower average levels of net financial indebtedness. However, the Directors expect that the increased number of Ordinary Shares in issue following the Capital Raising will have a negative effect on the Group's EPS for the same period.
8. Dividend policy
On 26 November 2009, the Group declared an unchanged interim dividend of 0.8 pence per Ordinary Share for the 2010 Financial Year.
Following completion of the Capital Raising, the Board expects to re-base the dividend payment per Ordinary Share to reflect the additional number of Ordinary Shares in issue as a result of the Capital Raising. Thereafter, the Board intends to adopt a progressive dividend policy at the appropriate time.
9. Related party transactions
Aberforth is considered to be a related party to the Company because its aggregate shareholding in the Company is in excess of 10 per cent. of the Existing Issued Share Capital. Aberforth, as at 1 February 2010, being the latest practicable date prior to the date of this Announcement, is interested in 24,063,088 Ordinary Shares, representing approximately 15.2 per cent. of the Existing Issued Share Capital. Aberforth has agreed to participate in the Firm Placing through the acquisition of 10,293,549 Firm Placed Shares.
As the total number of Firm Placed Shares which Aberforth intends to acquire is greater than 5 per cent. of the Existing Issued Share Capital, the approval of Shareholders (other than Aberforth) to such acquisition is being sought at the General Meeting. Aberforth will not vote on the Related Party Resolution and Aberforth has undertaken to take all reasonable steps to ensure that its associates will not vote on such resolution.
Christopher Geoghegan and Kim Ward, both Directors, intend to participate in the Firm Placing through the acquisition of 88,750 Firm Placed Shares and 24,000 Firm Placed Shares, respectively. Pursuant to the Listing Rules, these related party transactions will not be subject to approval of the independent Shareholders at the General Meeting (as a result of the size of the transactions), but further details of these acquisitions will be set out in the next published annual accounts of the Company. Christopher Geoghegan and Kim Ward will, however, be entitled to vote on the Related Party Resolution.
10. General Meeting
The General Meeting will be held at 11.00 a.m. on 18 February 2010 at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS. The purpose of the General Meeting is to consider and, if thought fit, to pass the Resolutions required to authorise the Company to carry out the Capital Raising. Shareholders should read the full text of the Resolutions contained in the Notice of General Meeting in the Prospectus.
11. Directors' intentions
Each of the Directors, other than Paul Gismondi, intends to take up his Open Offer Entitlement in full. Due to regulatory requirements, Paul Gismondi is unable to take up his Open Offer Entitlement but, instead, after completion of the Capital Raising intends to purchase 15,000Ordinary Shares (being the number of Ordinary Shares to which he would have been entitled had he taken up his Open Offer Entitlement). This transaction will not be a related party transaction requiring the approval of the independent Shareholders for the purposes of the Listing Rules as a result of the size of the transaction.
Christopher Geoghegan and Kim Ward, both Directors, intend to participate in the Firm Placing through the acquisition of 88,750 Firm Placed Shares and 24,000 Firm Placed Shares, respectively. Pursuant to the Listing Rules, these related party transactions will not be subject to approval of the independent Shareholders at the General Meeting (as a result of the size of the transactions), but further details of these acquisitions will be set out in the next published annual accounts of the Company.
Following the Capital Raising, the Directors will beneficially own, in aggregate, approximately 0.15 per cent. of the Enlarged Issued Share Capital (excluding any Excess Shares applied for by the Directors under the Excess Application Facility, but assuming that Mr Gismondi has made the acquisition of Ordinary Shares described in this paragraph (and excluding any other market purchases made by any Director after the announcement of the Capital Raising)).
12. Further information
Further details relating to the Capital Raising will be contained in the Prospectus that is expected to be published on or around 2 February 2010. A copy of the Prospectus will be available for inspection at the registered office of the Company at 7 Harbour Buildings, Waterfront West, Dudley Road, Brierley Hill, West Midlands, DY5 1LN and at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) up to and including 19 February 2010.
Copies of the Prospectus will also be available for inspection at the UK Listing Authority's Document Viewing Facility situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
Appendix I: Expected Timetable of Key Events
|
Each of the times(1) and dates in the table below is indicative only and may be subject to change. |
|
|
Event |
2010 |
|
Record Date for Open Offer Entitlements |
close of business on 1 February |
|
Announcement of the Capital Raising |
7.00 a.m. on 2 February |
|
Despatch of the Prospectus, Forms of Proxy and Application Forms (to Qualifying non-CREST Shareholders only)(2) |
2 February |
|
Ex-entitlement date for the Open Offer |
8.00 a.m. on 3 February |
|
Open Offer Entitlements and CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
8.00 a.m. on 3 February |
|
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements and Excess CREST Open Offer Entitlements are in CREST and you wish to convert them into certificated form) |
4.30 p.m. on 4 February
|
|
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements and Excess CREST Open Offer Entitlements are represented by an Application Form and you wish to convert them into uncertificated form) |
3.00 p.m. on 11 February
|
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 15 February |
|
Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments by Shareholders for the General Meeting |
11.00 a.m. on 16 February |
|
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of the CREST instructions (as appropriate) |
11.00 a.m. on 17 February |
|
General Meeting |
11.00 a.m. on 18 February |
|
Announcement of the results of the General Meeting and the Capital Raising |
18 February |
|
Admission and commencement of dealings in the New Ordinary Shares, fully paid, on the London Stock Exchange |
8.00 a.m. on 19 February |
|
CREST stock accounts to be credited with New Ordinary Shares in uncertificated form |
8.00 a.m. on 19 February |
|
Despatch of definitive certificates for the New Ordinary Shares in certificated form (to Qualifying non-CREST Shareholders only) |
by 26 February |
Notes:
(1) A reference to a time in this Announcement is to London time unless otherwise stated.
(2) The ability to participate in the Capital Raising is subject to certain restrictions relating to Overseas Shareholders, details of which are set out in the Prospectus.
(3) The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by agreement between the Company and Investec, in which event details of the new times and/or dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, to Firm Placees and Qualifying Shareholders.
(4) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Existing Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
(5) If you have any queries on the procedure for acceptance and payment, you should contact the Shareholder Helpline on 0871 384 2822 or from outside the United Kingdom on +44 121 415 0274. Calls to the Shareholder Helpline on 0871 384 2822 are charged at 8 pence per minute (including VAT) from a BT landline. Other service providers' costs may vary. Please note that the Registrars cannot provide financial, tax or investment advice on the Capital Raising or as to whether or not you should take up your entitlement.
Appendix II - Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
"2010 Financial Year" |
the Group's financial year ending 31 March 2010 |
|
"2010 Half Year" |
the six months ended 30 September 2009 |
|
"Aberforth" |
Aberforth Partners LLP |
|
"Admission" |
Admission to Listing and Admission to Trading and a reference to Admission becoming "effective" is to be construed in accordance with the Listing Rules and the Admission Standards |
|
"Admission to Listing" |
the admission to listing on the Official List of the New Ordinary Shares |
|
"Admission to Trading" |
the admission to trading on the London Stock Exchange's market for listed securities of the New Ordinary Shares |
|
"Application Form" |
the personalised application form on which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer |
|
"Banks" |
Lazard, Investec and Lloyds |
|
"Board" |
the board of directors of the Company
|
|
"Business Day"
|
a day on which the London Stock Exchange is open for the transaction of business other than Saturday or Sunday or a public holiday
|
|
"CAGR" |
compound annual average growth rate
|
|
"Capital Raising" |
the Firm Placing and the Placing and Open Offer
|
|
"certificated" or "in certificated form"
|
a share or other security which is not in uncertificated form (that is, not in CREST) |
|
"City Code" |
the City Code on Takeovers and Mergers
|
|
"Closing Price" |
the closing, middle market quotation of an Ordinary Share, as published in the Daily Official List on a particular day
|
|
"Co-Investment Plan" or "CIP"
|
Hampson Industries PLC Co-Investment Plan |
|
"Company" or "Hampson" |
Hampson Industries PLC
|
|
"Conditional Placees"
|
any persons who have agreed or shall agree to subscribe for Open Offer Shares pursuant to the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer
|
|
"CREST" |
the system of computerised settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear
|
|
"CREST member" |
a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)
|
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755)
|
|
"Daily Official List" |
the daily official list of the London Stock Exchange
|
|
"Directors" |
the directors of the Company as at the date of this Announcement
|
|
"Disclosure and Transparency Rules" |
the disclosure and transparency rules made under Part VI of FSMA and as set out in the FSA Handbook, as amended from time to time
|
|
"EBITDA"
|
earnings before interest, taxation, depreciation and amortisation
|
|
"EBT" |
the Hampson Employee Benefit Trust
|
|
"Enlarged Issued Share Capital"
|
the number of Ordinary Shares, being 277,695,620 shares in aggregate, which will be in issue immediately following completion of the Capital Raising (assuming that the maximum number of Firm Placed Shares is placed under the Firm Placing, that the maximum number of Open Offer Shares is issued under the Placing and Open Offer and that no further Ordinary Shares are issued as a result of the exercise of any options or awards under any of the Share Schemes (as defined in the Prospectus) in the period from the publication of the Prospectus to completion of the Capital Raising)
|
|
"EPS"
|
earnings per share before restructuring and rationalisation charges, impairment charges, gains and losses on disposal or closure of business, changes in net fair value of financial instruments and amortisation of intangible assets on acquisition
|
|
"Euroclear"
|
Euroclear UK & Ireland Limited (formerly named CRESTCo Limited), the operator of CREST
|
|
"Excess Application Facility"
|
the arrangement pursuant to which Qualifying Shareholders may apply for Open Offer Shares in excess of their Open Offer Entitlement (up to a maximum number of Open Offer Shares equal to 0.04 times the number of Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date) provided they have agreed to take up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Prospectus
|
|
"Excess CREST Open Offer Entitlement"
|
in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his or her Open Offer Entitlement) to apply for Open Offer Shares up to 0.04 times the number of Ordinary Shares held in his or her name as at the Record Date, credited to his or her stock account in CREST, pursuant to the Excess Application Facility, which is conditional on such Qualifying CREST Shareholder agreeing to take up its Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions in the Prospectus
|
|
"Excess Shares"
|
the Open Offer Shares for which Qualifying Shareholders may apply under the Excess Application Facility
|
|
"Excluded Overseas Shareholders" |
subject to certain exceptions, Shareholders who have an address on Hampson's register of members in the United States, Canada or any other Excluded Territory
|
|
"Excluded Territories" |
the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would breach any applicable law
|
|
"Existing Issued Share Capital"
|
the number of Ordinary Shares, being 158,683,212 shares in aggregate, in issue as at the date of this Announcement |
|
"Existing Ordinary Shares" |
the Ordinary Shares in issue as at the date of this Announcement
|
|
"Facility Agreement" |
the facilities agreement dated 22 April 2008 between, inter alios, the Company (as parent), the Company and certain subsidiaries (as original borrowers), the Company and certain subsidiaries (as original guarantors), Bank of Scotland plc and Lloyds TSB Bank plc, Corporate Markets (as mandated lead arrangers), the financial institutions listed therein (as original lenders) and Lloyds TSB Bank plc (as agent and security trustee)
|
|
"Firm Placed Shares" |
the 59,506,204 Ordinary Shares which the Company intends to issue pursuant to the Firm Placing
|
|
"Firm Placees"
|
any persons who have agreed or shall agree to subscribe for Firm Placed Shares pursuant to the Firm Placing
|
|
"Firm Placing" |
the placing of the Firm Placed Shares as described in this Announcement
|
|
"FSA"
|
the Financial Services Authority of the United Kingdom
|
|
"FSA Handbook"
|
the handbook of rules and guidance issued by the FSA, as amended from time to time
|
|
"FSMA" |
the Financial Services and Markets Act 2000, as amended
|
|
"General Meeting" |
the general meeting of the Company to be convened and held on 18 February 2010 (including any adjournment thereof), notice of which is set out at the end of the Prospectus
|
|
"Group" |
the Company and its subsidiary undertakings
|
|
"Investec"
|
Investec Bank plc of 2 Gresham Street, London EC2V 7QP |
|
"Issue Price" |
50 pence per New Ordinary Share |
|
"Lazard" or the "Sponsor" |
Lazard & Co., Limited of 50 Stratton Street, London W1J 8LL
|
|
"Listing Rules" |
the listing rules made under Part VI of FSMA and as set out in the FSA Handbook, as amended from time to time
|
|
"Lloyds"
|
Lloyds TSB Bank plc of 25 Gresham Street, London EC2V 7HN
|
|
"London Stock Exchange" |
London Stock Exchange plc
|
|
"LTIP" or "Long-term Incentive Plan"
|
the Hampson Long-term Incentive Plan |
|
"New Ordinary Shares" |
the 119,012,408 Ordinary Shares to be issued by the Company pursuant to the Capital Raising and "New Ordinary Share" means one of them
|
|
"non-CREST Shareholder" |
a Shareholder holding Ordinary Shares in certificated form
|
|
"Notice of General Meeting"
|
the notice of the General Meeting set out in the Prospectus
|
|
"Official List" |
the Official List of the UKLA
|
|
"Open Offer"
|
the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares, including pursuant to the Excess Application Facility, on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying non-CREST Shareholders, in the Application Form
|
|
"Open Offer Entitlements" |
the entitlement of a Qualifying Shareholder to apply for 3 Open Offer Shares for every 8 Existing Ordinary Shares held by him on the Record Date
|
|
"Open Offer Shares" |
the 59,506,204 Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer
|
|
"Ordinary Shares" |
ordinary shares of 25 pence each in the capital of the Company
|
|
"Overseas Shareholders" |
holders of Ordinary Shares who are resident in, or citizens of, countries outside the United Kingdom and who have not supplied an address in the United Kingdom for the service of notices |
|
"Placing"
|
the placing of the Open Offer Shares in accordance with the Underwriting and Sponsor's Agreement
|
|
"Prospectus Rules" |
the prospectus rules made under Part VI of FSMA and as set out in the FSA Handbook, as amended from time to time
|
|
"PSP" or the "Performance Share Plan"
|
the Hampson Industries PLC Performance Share Plan |
|
"Qualifying CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form |
|
"Qualifying non-CREST Shareholders" |
Qualifying Shareholders whose Ordinary Shares on the register of members of the Company on the Record Date are in certificated form |
|
"Qualifying Shareholders" |
holders of Ordinary Shares on the register of members of the Company on the Record Date, other than Excluded Overseas Shareholders |
|
"Record Date" |
the close of business on 1 February 2010
|
|
"Registrars" |
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
|
|
"Regulation S"
|
Regulation S under the Securities Act |
|
"Regulatory Information Service" |
one of the regulatory information services authorised by the FSA to receive, process and disseminate regulatory information in respect of listed companies |
|
"Related Party Resolution" |
the resolution to be proposed at the General Meeting for the purposes of approving the Related Party Transaction |
|
"Related Party Transaction" |
the proposed subscription of Firm Placed Shares by Aberforth |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting set out in the notice of General Meeting in the Prospectus |
|
"Securities Act" |
the US Securities Act of 1933, as amended
|
|
"Shareholder" |
any holder of Ordinary Shares from time to time
|
|
"Shareholder Helpline" |
the helpline set up for Shareholders which will advise Shareholders as to how to participate in the Capital Raising
|
|
"stock account" |
an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited
|
|
"subsidiary undertaking" |
a subsidiary undertaking, as that term is defined in section 1159 of the Companies Act
|
|
"subsidiary" |
a subsidiary as that term is defined in section 1162 of the Companies Act
|
|
"UKLA" or "UK Listing Authority" |
the FSA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA
|
|
"uncertificated" or "in uncertificated form" |
a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
|
|
"Underwriters" |
Investec and Lloyds
|
|
"Underwriting and Sponsor's Agreement" |
the agreement dated 2 February 2010 between the Company, Lazard, Investec and Lloyds, details of which are set out in the Prospectus |
|
"United Kingdom" or "UK"
|
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
the United States of America, its territories and possessions, areas subject to its jurisdiction or under its control, any state of the United States and the District of Columbia |
|
"VAT" |
value added tax |
Certain information in this Announcement has been sourced from a report entitled "Aerostructures tooling market - key findings" published by Roland Berger Strategy Consultants in September 2009. Such information has been accurately reproduced from such report and, so far as the Company is aware, no facts have been omitted which would render the information inaccurate or misleading.
Important Notice
This Announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this Announcement except on the basis of the information contained in the Prospectus.
Neither the content of Hampson's website nor any website accessible by hyperlinks to Hampson's website is incorporated in, or forms part of, this Announcement. The distribution of this Announcement, the Prospectus and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded or transmitted in or into the United States, Canada or any other Excluded Territory or into any other jurisdiction where the extension or availability of the Capital Raising would breach any applicable laws.
No action has been taken by Hampson or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.
The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from, or in a transaction subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold only outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this Announcement. Any representation to the contrary is a criminal offence in the United States.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, South Africa or New Zealand.
This Announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of New Ordinary Shares. In particular, this Announcement 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.
This Announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by Hampson. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this Announcement or that the information contained in it is correct at any subsequent date.
Lazard, Investec and Lloyds, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Hampson and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than Hampson for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard, Investec or Lloyds by the Financial Services and Markets Act 2000, none of Lazard, Investec or Lloyds or any of their affiliates or agents accepts any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for 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 Hampson or the New Ordinary Shares or the Capital Raising, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Each of Lazard, Investec and Lloyds accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Hampson for the current or future financial years would necessarily match or exceed the historical published earnings per share of Hampson.
This Announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company or the Group concerning, among other things, the Company's financial position and projections, business plan, financial model and future covenant ratios and compliance, the results of operations, prospects, growth, strategies and dividend policy of the Group and the industry in which it operates.
By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. The Group's actual financial performance, results of operations, dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward looking statements contained in this Announcement. In addition, even if the financial performance, results of operations and dividend policy of the Company or the Group (as the case may be), and the development of the industry in which it operates, are consistent with the forward looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: the effect of the Capital Raising on the Group; the Group's ability to generate growth or profitable growth; the Group's ability to generate sufficient cash over the longer term to service its debt; the Group's ability to control its capital expenditure and other costs; changes in the competitive framework in which the Group operates and its ability to retain market share; industry trends; general local and global economic, political, business and market conditions; significant changes in exchange rates, interest rates and tax rates; significant technological and market changes; future business combinations or dispositions; changes in government and other regulation, including in relation to the environment, health and safety and taxation; labour relations and work stoppages; and changes in business strategy or development plans. More detailed information on the potential factors which could affect the financial results of the Group is contained in the Group's public filings and reports.
The forward looking statements contained in this Announcement speak only as of the date of this Announcement. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules) and as required by the FSA, the London Stock Exchange or the City Code, the Company does not undertake any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to the Company or the Group or individuals acting on behalf of the Company or the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.
This Announcement should not be considered a recommendation by the Company or its directors, officers, employees, advisers or any of its respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Prices and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this Announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.
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