REG - H&T Group PLC - Retail Offer by PrimaryBid

H & TAnnouncement

29/09/2022 17:00

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RNS Number : 2307B  H&T Group PLC  29 September 2022

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF H&T GROUP PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

 

29 September 2022

 

H&T Group PLC

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

Retail Offer by PrimaryBid

·   H&T announces a retail offer via PrimaryBid;

·   The Issue Price for the Retail Offer Shares is 425 p per Retail Share,
representing a discount of 4.3 percent to the closing price on 28 September
2022;

·   Investors can access the Retail Offer by visiting www.primarybid.com
(http://www.primarybid.com) and downloading the PrimaryBid mobile app;

·   Investors can also take part through PrimaryBid's extensive network of
retail brokers, wealth managers and investment platforms. Subscriptions
through these partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   Both the Placing Shares and Retail Offer Shares will be sold at the
Issue Price;

·   There is a minimum subscription of £250 per investor in the Retail
Offer;

·   No commission is charged by PrimaryBid on applications to the Retail
Offer.

Retail Offer

H&T (LON: HAT) is pleased to announce, a conditional offer for
subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 5
pence each ("Ordinary Shares") in the Company ("Retail Offer Shares") at an
issue price of 425 pence per new Ordinary Share (the "Issue Price"), being a
discount of 4.3 per cent to the closing price on 28 September 2022.  The
Company is also conducting a placing of new Ordinary Shares (the "Placing
Shares") at the Issue Price by way of an accelerated bookbuild process (the
"Placing", together with the Retail Offer, the "Capital Raising") as announced
earlier today.

The Capital Raising is conditional on the new Ordinary Shares to be issued
pursuant to the Capital Raising being admitted to trading on AIM
("Admission"). Admission is expected to be take place at 8.00 a.m. on or
around 4 October 2022. The Retail Offer will not be completed without the
Placing also being completed.

The Company will use the funds raised for certain expansion opportunities,
including:

·    Growing the pledge book;

·    Funding expansion of store estate through the opening of up to a
further 20 new stores in 2023.

Reason for the Retail Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
Retail Offer by applying through the PrimaryBid mobile app available on the
Apple App Store and Google Play. Investors may also be able to subscribe to
the Retail Offer using their ISAs, SIPP or GIA by contacting their retail
broker, wealth manager or investment platform. PrimaryBid does not charge
investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual
and institutional investors following the release of this announcement. The
Retail Offer is expected to close no later than 7 p.m. on 29 September 2022.
 The Retail Offer may close early if it is oversubscribed.

The Company and Shore Capital reserves the right to scale back any order at
its discretion. The Company and PrimaryBid reserve the right to reject any
application for subscription under the Retail Offer without giving any reason
for such rejection.

No commission is charged to investors on applications to participate in the
Retail Offer made through PrimaryBid.  It is vital to note that once an
application for new Ordinary Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com.

The new Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

 H&T Group plc                                           +44(0)20 8225 2700

 Chris Gillespie, Chief Executive

 Diane Giddy, Chief Financial Officer

 PrimaryBid Limited                                      enquiries@primarybid.com

 Fahim Chowdhury/ James Deal

 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 handt@almapr.co.uk

 Sam Modlin

 Andy Bryant

 Lily Soares Smith

Details of the Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the Retail Offer. The Company is therefore making the
Retail Offer available exclusively through PrimaryBid.

The Retail Offer is offered under the exemptions against the need for a
prospectus in accordance with the Prospectus Regulation Rules. Accordingly,
the Company is not required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption set out in
section 86(1)(e) and 86(4) of FSMA. As such, there is no need for approval of
the same by the Financial Conduct Authority. The Retail Offer is not being
made into any jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for new Ordinary Shares, is available to all persons who register with
PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com (http://www.PrimaryBid.com) and the
PrimaryBid mobile app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement.

 

This information is provided by RNS, the news service of the London Stock
Exchange. RNS is approved by the Financial Conduct Authority to act as a
Primary Information Provider in the United Kingdom. Terms and conditions
relating to the use and distribution of this information may apply. For
further information, please contact rns@lseg.com (mailto:rns@lseg.com) or
visit www.rns.com (http://www.rns.com/) .

 

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the
Company.

No action has been taken by the Company, PrimaryBid or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Retail Offer Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Retail Offer Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation Rules) to be published.  Persons needing advice
should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States of America, its territories and
possessions, any state of the United States or the district of Columbia
(collectively, the "United States"), Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such publication, release or
distribution would be unlawful.  Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction. This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved.

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and shall
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, Australia, Canada, Japan, the Republic of South Africa or any
other jurisdiction in which the same would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities laws of
such jurisdictions. No public offering of the Retail Offer Shares is being
made in any such jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1993, 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 or resold, 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 and in
compliance with any applicable securities laws of any State or any other
jurisdiction of the United States.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements.
 Without limitation, any statements preceded or followed by or that include
the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'',
''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'',
"would", "could" or "should", or words or terms of similar substance or the
negative thereof, are forward-looking statements.  Forward-looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions.  Many factors could cause actual results,
performance or achievements to differ materially from those projected or
implied in any forward-looking statements.  The important factors that could
cause the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of a pandemic, economic and business
cycles, geopolitical developments, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industry.  Due to such uncertainties
and risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. In light
of these risks, uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement.  The Company, its Directors, their respective
affiliates and any person acting on their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation, the UK
MAR, the rules of the London Stock Exchange or the Financial Conduct
Authority.

This Announcement does not constitute a recommendation concerning any
subscriber's investment decision with respect to the Retail Offer. The price
of shares and any income expected from them may go down as well as up and
subscribers may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each subscriber or prospective subscriber should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer 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 the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser.

The Company has taken all reasonable care to ensure that the facts stated in
this Announcement are true and accurate in all material respects, and that
there are no other facts the omission of which would make misleading any
statement in the document, whether of facts or of opinion. The Company accepts
responsibility accordingly.

It should be remembered that the price of securities and the income from them
can go down as well as up.

 

 

END

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