28th May 2008 07:00
Hampson Industries PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
28 May 2008
Hampson Industries PLC ("Hampson" or the "Company")
Results of the Placing and Open Offer
The Board of Hampson is pleased to announce that, under the Open Offer which closed at 11.00 a.m. on 27 May 2008, valid applications have been received from Qualifying Shareholders in respect of 21,789,658 new Ordinary Shares representing approximately 91.5 per cent. of the 23,806,854 new Ordinary Shares available under the Open Offer.
Subject to the Placing and Open Offer becoming unconditional, the remaining 2,017,196 new Ordinary Shares not applied for by Qualifying Shareholders under the Open Offer will be taken up by institutional investors under the Placing pursuant to the Placing Agreement together with the 24,341,294 new Ordinary Shares placed firm with such investors under the Placing.
The Acquisitions and the Placing and Open Offer remain conditional, inter alia, upon the Resolutions to be proposed at the Company's Extraordinary General Meeting to be held at 1.30 pm on Tuesday, 3 June being duly passed and admission of the Placing and Open Offer Shares to the Official List and to trading on the London Stock Exchange's market for listed securities ("Admission") becoming effective. Application has been made for Admission and it is expected that Admission will become effective and that dealings in the Placing and Open Offer Shares will commence at 8.00 a.m. on Wednesday, 4 June 2008.
The 48,148,148 new Ordinary Shares to be issued pursuant to the Placing and Open Offer (comprising the 24,341,294 new Ordinary shares conditionally placed firm and the 23,806,854 new Ordinary shares conditionally placed subject to clawback) will rank pari passu in all respects with the Ordinary Shares now in issue as also will the 14,874,312 Consideration Shares to be issued to the Vendors on Completion.
It is expected that completion of the Acquisitions will occur on Friday, 6 June 2008 and that Admission of the 14,874,312 Consideration Shares will become effective on Monday, 9 June 2008.
Total Voting Rights
In conformity with the FSA's Disclosure and Transparency Rules, the Company confirms that, following Admission of the 48,148,148 Placing and Open Offer Shares and 14,874,312 Consideration Shares, the Company's issued share capital will consist of 158,249,876 Ordinary Shares with a nominal value of 25p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in treasury.
Subject to Admission of the Placing and Open Offer Shares and the Consideration Shares becoming effective, the above figure of 158,249,876 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Definitions
Certain terms used in this announcement are defined and have the same meaning as in the Company's prospectus dated 2 May 2008, unless the context requires otherwise.
For further information please contact:
Hampson Industries PLC 01384 472941
Kim Ward, Chief Executive
Howard Kimberley, Finance Director
Arbuthnot 020 7012 2000
Mark Brown / James Steel
Investec 020 7597 5970
Keith Anderson / Michael Ansell
M: Communications 020 7153 1269
Marylene Guernier
This announcement does not constitute, or form any part of, an offer or an invitation to purchase any securities.
This announcement does not constitute an offer of, or the solicitation of any offer to buy, any Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as joint sponsor, joint financial adviser, joint broker and joint underwriter and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Investec or for providing advice in relation to the subject matter or contents of this announcement.
Arbuthnot which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as joint sponsor, joint financial adviser, joint broker and joint underwriter and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Arbuthnot or for providing advice in relation to the subject matter or contents of this announcement.
Related Shares:
HAMP.L