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Publication of Prospectus

2nd Feb 2010 16:40

RNS Number : 5683G
Hampson Industries PLC
02 February 2010
 



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 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.

 

 

2 February 2010

Hampson Industries PLC

("the Company")

PUBLICATION OF PROSPECTUS

Further to the Company's announcement this morning that it is proposing a capital raising (the "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 of 25 pence each ("New Ordinary Shares") at an issue price of 50 pence per New Ordinary Share, the Company announces that a prospectus relating to the Capital Raising (the "Prospectus") was approved by the UK Listing Authority (the "UKLA") earlier today.

The Prospectus includes a notice convening a general meeting of the Company to be held at 11.00 a.m. on 18 February 2010 at the offices of Eversheds LLP at One Wood Street, London EC2V 7WS, and will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Investors' attentions are drawn to the final timetable for the Capital Raising, which is set out on page 18 of the Prospectus under the heading "Expected Timetable of Principal Events".

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.

 

For further information, please contact:

 

Hampson Industries PLC

Christopher Geoghegan

Kim Ward

Howard Kimberley

+44 (0) 1384 485 345

 

 

M:Communications

(PR adviser)

Marylene Guernier

Ed Orlebar

 

+44 (0) 20 7920 2369 / 2323

 

Lazard

(Sponsor and financial adviser)

Nicholas Shott

Richard Shaw

Oliver Ives

 

+44 (0) 20 7187 2000

 

Investec

(Joint bookrunner, underwriter and broker)

Keith Anderson

Charlie Batten

 

+44 (0) 20 7597 5000

 

Lloyds TSB Corporate Markets

(Joint bookrunner and underwriter)

Paul Landy

Sumeet Pillai

 

+44 (0) 20 7626 1500

 

 

Important Notice

 

This announcement ("this Announcement") 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, 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 information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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