REG - H&T Group PLC - Results of Capital Raise

H & TAnnouncement

30/09/2022 07:00

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RNS Number : 2583B  H&T Group PLC  30 September 2022

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES IN THE
APPENDIX TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
H&T GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF H&T GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

30 September 2022

H&T Group plc

("H&T", the "Company" or the "Group")

Results of Capital Raise

 

H&T Group plc (AIM: HAT), the UK's largest pawnbroker and a leading
retailer of high quality new and pre-owned jewellery and watches, is pleased
to announce that it has successfully raised gross proceeds of £16.9 million
pursuant to the Placing and Retail Offer.

 

A total of 3,925,050 new Ordinary Shares (the "Placing Shares") have been
placed with institutional investors at a price of 425 pence per Placing Share
(the "Placing Price").

 

In addition, retail investors have subscribed for a total of 61,357 new
Ordinary Shares (the "Retail Shares") at the Placing Price.

 

The Placing Shares and Retail Shares represent approximately 9.99 per cent. of
the Company's issued ordinary share capital as enlarged by the Fundraise.

 

Shore Capital acted as sole broker and bookrunner in connection with the
Placing.  The Placing was significantly oversubscribed.

 

Peter McNamara, Chairman of H&T, said:

"The directors of H&T would like to thank existing and new shareholders
for supporting our growth ambitions by subscribing in the Placing and Retail
Offer. We intend to focus on deploying the funds raised on growing the pledge
book and expanding the store estate in a careful and measured manner. Current
market conditions are encouraging for us given the reduction in the number of
lenders offering small-sum short term credit and increasingly, the impact upon
disposable incomes of inflationary pressures."

 

Admission and
settlement

The Placing Shares and Retail Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared after the
date of issue. For the avoidance of doubt, the Placing Shares will not be
eligible for the Company's interim dividend for the six month period ending 30
June 2022, which will be paid on 7 October 2022 to shareholders who were on
the share register at the close of business on 9 September 2022

 

Applications will be made for the Placing Shares and Retail Shares to be
admitted to trading on the AIM market for listed securities of London Stock
Exchange plc (together "Admission"). Admission is expected to take place on or
before 8.00 a.m. on 4 October 2022.

 

Director and Management Participation in the Placing

 

Certain directors and senior management participated in the Placing as set out
in the table below:

 Title            Position                 Placing Shares  Resultant Holding of Ordinary Shares in the Company  % of Enlarged Ordinary Share Capital of the Company
 Chris Gillespie  Chief Executive Officer  40,000          100,000                                              0.23%
 Diane Giddy      Chief Finance Officer    7,500           7,500                                                0.02%
 Mark Harrold     Director of Operations   5,000           31,558                                               0.07%
 Frances Marlow   HR Director              2.000           3,843                                                0.01%

 

 

Total voting rights

Following Admission, the Company will have a total of 43,850,484 Ordinary
Shares in issue.  With effect from Admission, this figure may be used by
shareholders 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 Company, under the Disclosure Guidance and Transparency
Rules of the FCA.

 

Terms defined in the Placing Announcement on 29 September 2022 have the same
meanings in this announcement (the "Announcement") unless the context provides
otherwise.

 

Enquiries

 

 H&T Group plc                                        +44(0)20 8225 2700
 Chris Gillespie, Chief Executive
 Diane Giddy, Chief Financial Officer

 Shore Capital (Nominated Advisor and Broker)         +44(0)20 7408 4090
 Stephane Auton/Iain Sexton (Corporate Advisory)
 Guy Wiehahn/Chloe Booker-Triolo (Corporate Broking)

 Alma PR (Public Relations)                           +44(0)20 3405 0205
 Sam Modlin                                           handt@almapr.co.uk
 Andy Bryant
 Lily Soares Smith

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.MEMBERS OF THE PUBLIC
ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS
PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY BE OTHERWISE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN H&T GROUP PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE PLACING IS BEING MADE SOLELY OUTSIDE THE UNITED STATES TO PERSONS IN
OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
("REGULATION S")) MEETING THE REQUIREMENTS OF REGULATION S. PERSONS RECEIVING
THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED
STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR INDIRECTLY, IN CONNECTION
WITH THE PLACING.

The distribution or transmission of this Announcement and/or the Placing
and/or issue of the Placing Shares in certain jurisdictions may be restricted
or prohibited by law or regulation.  Persons distributing this Announcement
must satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company, Shore Capital or
any of their respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required.  Persons into whose possession this Announcement comes are required
by the Company and Shore Capital to inform themselves about and to observe any
such restrictions.

This Announcement or any part of it 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 (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or the "US")), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful.  No public offering of the Placing Shares is being made in
any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus.  In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended) does
not apply.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan.  Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company and its subsidiary
undertakings to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
Company's present and future business strategies and the environment in which
the Company will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies governing the admission to
and operation of AIM published by the London Stock Exchange as amended from
time to time.

Shore Capital and Corporate Limited, which is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively as nominated adviser, and
Shore Capital Stockbrokers Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as bookrunner, for the
Company and no one else in connection with the Placing, Shore Capital will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Shore Capital or by any of Shore Capital's affiliates or agents as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. The Placing Shares to
be issued pursuant to the Placing will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock Exchange.

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 the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").

Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.  The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, Shore Capital will only procure investors who meet the criteria
of professional clients or eligible counterparties.

For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

Director/PDMR Dealing

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Chris Gillespie

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         H&T Group plc

 b)   LEI                                                          2138006N2X1XSBSDSU74

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  H&T GROUP PLC Ordinary shares of 5 pence

      Identification code                                          GB00B12RQD06

 b)   Nature of the transaction                                    Purchase of Ordinary shares

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   425p      40,000

 d)   Aggregated information

                                                                   Purchase of 40,000 shares

      - Aggregated volume

                                                                   425p

      - Price

 e)   Date of the transaction                                      30/09/22

 f)   Place of the transaction                                     Off market venue

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

Purchase of 40,000 shares

 

425p

e)

 

Date of the transaction

 

 

30/09/22

f)

 

Place of the transaction

 

 

Off market venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Diane Giddy

 2    Reason for the notification

 a)   Position/status                                              Chief Financial Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         H&T Group plc

 b)   LEI                                                          2138006N2X1XSBSDSU74

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  H&T GROUP PLC Ordinary shares of 5 pence

      Identification code                                          GB00B12RQD06

 b)   Nature of the transaction                                    Purchase of Ordinary shares

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   425p      7,500

 d)   Aggregated information

                                                                   Purchase of 7,500 shares

      - Aggregated volume

                                                                   425p

      - Price

 e)   Date of the transaction                                      30/09/22

 f)   Place of the transaction                                     Off market venue

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

Purchase of 7,500 shares

 

425p

e)

 

Date of the transaction

 

 

30/09/22

f)

 

Place of the transaction

 

 

Off market venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mark Harrold

 2    Reason for the notification

 a)   Position/status                                              Director of Operations

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         H&T Group plc

 b)   LEI                                                          2138006N2X1XSBSDSU74

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  H&T GROUP PLC Ordinary shares of 5 pence

      Identification code                                          GB00B12RQD06

 b)   Nature of the transaction                                    Purchase of Ordinary shares

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   425p      5000

 d)   Aggregated information

                                                                   Purchase of 5000 shares

      - Aggregated volume

                                                                   425p

      - Price

 e)   Date of the transaction                                      30/09/22

 f)   Place of the transaction                                     Off market venue

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

Purchase of 5000 shares

 

425p

e)

 

Date of the transaction

 

 

30/09/22

f)

 

Place of the transaction

 

 

Off market venue

 

 

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