4th Feb 2010 07:00
HORIZON
February 4, 2010 For Immediate Release
Horizon Acquisition Company plc ("Horizon" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
This announcement is an advertisement and nota prospectus and not an offer for sale, or a solicitation of an offer to acquire,securities in any jurisdiction including in or into the United States, Canada, Australia,or Japan. Investors should not subscribe for or purchase any transferable securitiesreferred to in this announcement except on the basis of information in the prospectusto be published by the Company in due course in connection with the admission ofthe Shares to the Official List of the Financial Services Authority and to tradingon the London Stock Exchange plc's main market for listed securities. Copies ofthe prospectus will, following publication, be available from the Company's registeredoffice.
Results of Placing
Horizon is pleased to announce the results of its successfulplacing of new ordinary shares (the "Placing") in connection with the admissionof its ordinary shares to secondary listing on the Official List of the FinancialServices Authority and to trading on the main market of the London Stock Exchange.
Following its book-building process, in which new ordinaryshares were placed at £10.00 per new ordinary share, the gross proceeds availableto the Company will be £417.7 million1.
Commenting, Michael Fairey, Chairman of Horizon, said:
"We are delighted with the results of our Placing. It givesHorizon a strong investor base to pursue its strategy of acquiring and restructuringa major business which is fundamentally sound with strong underlying cashflows, whichneeds and wants to invest for growth, but which is constrained by having too muchdebt. We have the experience and skills to work with the owners, lenders and managementof such a business and create real value for all parties."
Hugh Osmond said:
"Today there are fundamentally good companies which have fundamentallypoor capital structures, because of the weight of their debt. For them, refinancingsare expensive elastoplast. The need is to restructure their balance sheets and supportmanagement and investment for growth. This need is urgent, and it is Horizon's aimto undertake just this with the business we acquire."
Conditional dealings are expected to commence at 8.00 am today underthe ticker symbol 'HZN', and it is expected that admission to secondary listingon the Official List of the Financial Services Authority will become effective andunconditional dealings in the ordinary shares on the London Stock Exchange will commenceat 8.00 am on 9 February 2010.
Credit Suisse Securities (Europe) Limited ("Credit Suisse") isBookrunner and Numis Securities Limited ("Numis") is Co-Lead Manager.
Enquiries:
Citigate Dewe Rogerson +44(0)20 7638 9571
Anthony Carlisle
Credit Suisse +44 (0)20 7888 8888
George Maddison, Indranil Bhattacharyya, Will MacLaren
Numis +44 (0)20 7260 1000
Oliver Hemsley, Alex Ham
Notes to Editors on Horizon
Horizon is a newly established company, which intends to acquireand restructure a single major business or company, significantly reducing its debt(the "Acquisition"). The business is likely to have significant operations in theUK, to have an enterprise value of between £1 billion and £3 billion (although abusiness with a larger enterprise value may be considered) and to be constrainedby its capital or ownership structure. Horizon intends to use the net proceeds ofthe Placing primarily to reduce the leverage of the acquired company or business.
The Board believes that the recent financial crisishas significantly reduced the amount of debt available for acquisitions or refinancingsand that the cost of debt has significantly increased when compared to the equivalentcost of debt in the run up to the financial crisis.
The Board believes that the quantity of leveragedbuy-out debt anticipated to be re-financed, combined with the recent financial crisis,will mean businesses of underlying quality will find it challenging to refinancetheir businesses on acceptable or practical terms and that, as a result, many ownersof such businesses or their funders will be looking to sell all or part of thosebusinesses.
The Board believes Horizon will be well placedto take advantage of such opportunities to acquire a large, fundamentallysoundcompany or business with strong underlying cash flowswhiledebt and equity are otherwise relatively scarce.
The Board also believes that Horizon'scombination of cash, listed equity, the ability to provide counterparties with certaintyand speed of execution, and its management expertise will enable Horizon shareholdersto make attractive returns from restructuring a major business that has taken ontoo much leverage. Specifically, the Board will only consider transactions whereit believes its shareholders will receive returns that recognise and reward the significantcash resource and other attributes that Horizon brings to a re-structuring process.
1 The figure of £417.7 million assumesthe exercise in full of the over-allotment option described in the prospectus inrelation to Horizon and the Placing (the "Prospectus").
The Founders have invested £25 million in aggregate(£15 million in the Placing and a further investment of £10 million made prior tothe Placing, on terms described in the Prospectus). "Founders"means Hugh Osmond, Alan McIntosh, Edward Hawkes, Marc Jonas, EdwardSpencer Churchill and Matthew Allen. The Prospectus will be available for viewingat the Document Viewing Facility of the UK Listing Authority at 25 The North Colonnade,Canary Wharf, London, E14 5HS.
The contents of this announcement, which havebeen prepared by and are the sole responsibility of the Company, have been approvedsolely for the purposes of section 21(2)(b) of the Financial Services and MarketsAct 2000 by Credit Suisse Securities (Europe) Limited ofOne Cabot Square London E14 4QJ who are acting exclusivelyfor the Company and no one else in connection with the Placing.CreditSuisse and Numis, who are authorised and regulated in the UK by the Financial ServicesAuthority, are acting for Horizon and no one else in connection with the Placingand will not regard any other person (whether or not a recipient of this Announcement)as a client in relation to the Placing and will not be responsible to anyone otherthan Horizon for providing the protections afforded to their respective clients orfor providing advice in relation to the Placing or any matters referred to in thisAnnouncement.
IMPORTANT NOTICE:This announcement does not contain or constitute an offer of, or the solicitationof an offer to buy or subscribe for, securities to any person in Australia, Japan,Canada, or the United States or in any jurisdiction to whom or in which such offeror solicitation is unlawful. The securities referred to herein may not be offered,sold, transferred or delivered, directly or indirectly, in or into the United Statesabsent registration under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct") or another exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act. Subject to certain exceptions, the securitiesreferred to herein may not be offered or sold in Australia, Canada or Japan or to,or for the account or benefit of, any national, resident or citizen of Australia,Canada or Japan. The offer and sale of the securities referred to herein has notbeen and will not be registered under the Securities Act, under the securities legislation of any state or territoryor jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
This announcement is an advertisement and doesnot constitute or form part of, and should not be construed as, an offer to sellor issue, or a solicitation of any offer to buy or subscribe for, any securities,nor should it or any part of it form the basis of, or be relied on in connectionwith, any contract or commitment whatsoever. This announcement is not a prospectus.Investors should not subscribe for or purchase any securities referred to in thisannouncement except on the basis of information in the prospectus to be issued indue course by the Company in connection with the admission of the Shares to the OfficialList of the Financial Services Authority and to trading on the London Stock Exchangeplc's main market for listed securities. In the event of any discrepancy betweenthis announcement and the prospectus in its final form, the prospectus will prevail.It is not the purpose of this announcement to provide, and you may not rely on thisannouncement as providing, a complete and comprehensive analysis of the Company'sfinancial or commercial position or prospects.
The Placing and the distribution of this announcementand other information in connection with the Placing in certain jurisdictions maybe restricted by law and persons into whose possession any document or other informationreferred to herein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction. The price and value of securities may go up as wellas down. Persons needing advice should contact a professional adviser.
Information contained in this announcement mayinclude 'forward looking statements'. All statements other than statements ofhistorical facts included herein, including, without limitation, those regardingthe Company's financial position, business strategy, plans and objectives for futureoperations (including development plans and objectives relating to the Company'sbusiness and distribution policy) are forward-looking statements. Such forward-lookingstatements are based on a number of assumptions regarding the Company's presentand future business strategies and the environment in which the Company expects tooperate in the future. These forward-looking statements speak only as at the dateof this announcement and cannot be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to disseminate anyupdates or revisions to any forward-looking statements contained in this announcementto reflect any changes in its expectations with regard thereto or any change in events,conditions or circumstances on which any statement is based.
Related Shares:
APR.L