REG-Halfords Group PLC Halfords Group PLC: Results of Fundraise
02/12/2021 07:05
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Halfords Group PLC (HFD)
Halfords Group PLC: Results of Fundraise
02-Dec-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION 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 contains inside information for the purposes of Article
7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018
2 December 2021
Halfords Group PLC
("Halfords" or the "Company" and together with its subsidiaries, the
"Group")
Results of Fundraise
Halfords, the UK's largest provider of Motoring and Cycling products and
services, announces the successful completion of an equity issue of new
ordinary shares in the capital of the Company ("Ordinary Shares") raising
gross proceeds of approximately £63.4 million (the "Fundraise").
This included a placing of Ordinary Shares ("Placing Shares") announced
yesterday (the "Placing").
The Placing raised gross proceeds of approximately £62.9 million. A total
of 19,652,002 Placing Shares have conditionally been placed by Investec
Bank plc ("Investec") and Peel Hunt LLP ("Peel Hunt") with certain
existing and new institutional investors at an issue price of 320 pence
per share (the "Offer Price").
In conjunction with the Placing, certain directors of the Company have
agreed to subscribe for an aggregate of 39,437 new Ordinary Shares (the
"Management Subscription Shares"), at the Offer Price, pursuant to
subscription letters entered into with the Company (the "Management
Subscription").
In addition, retail investors have subscribed via the PrimaryBid platform
for a total of 120,665 new Ordinary Shares (the "Retail Shares") at the
Offer Price (the "Retail Offer").
In aggregate, the Fundraise comprises 19,812,104 new Ordinary Shares,
representing approximately 9.9 per cent of the Company's existing issued
share capital and will raise gross proceeds of approximately £63.4
million. The Offer Price represents nil discount to the closing share
price of 320 pence on 1 December 2021.
The Placing Shares, Management Subscription Shares and Retail Shares will,
when issued, be credited as fully paid and rank pari passu in all respects
with each other and with the existing Ordinary Shares, including, without
limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Halfords consulted with a number of its major shareholders prior to the
Fundraise and is pleased by the support it has received from both existing
and new shareholders.
Directors' participation in the Fundraise
The following Directors have subscribed for the following number of
Ordinary Shares at the Offer Price as part of the Management Subscription:
Name Number of new Ordinary Shares
Keith Williams 20,000
Graham Stapleton 3,500
Loraine Woodhouse 7,812
Helen Jones 5,000
Jill Caseberry 3,125
Admission
Applications have been made to the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares, Management Subscription Shares and
Retail Shares to the premium listing segment of the Official List
maintained by the FCA and to the London Stock Exchange plc (the "LSE") for
admission of the Placing Shares, Management Subscription Shares and Retail
Shares to trading on the LSE's main market for listed securities
(together, "Admission"). Admission and settlement of the Placing Shares,
Management Subscription Shares and Retail Shares is expected to take place
on or before 8.00 a.m. on 6 December 2021.
The Placing, the Management Subscription and the Retail Offer are
conditional upon, inter alia, Admission becoming effective and the Placing
Agreement becoming unconditional and not being terminated in accordance
with its terms.
Total Voting Rights
Following Admission, the Company will have a total of 218,928,736 Ordinary
Shares in issue (with no shares held in treasury). Therefore, the total
number of voting rights in Halfords following Admission will be
218,928,736. 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.
The person responsible for releasing this Announcement is Loraine
Woodhouse, Chief Financial Officer.
For further information, please contact:
Halfords
Loraine Woodhouse, Chief Financial Officer
+44 (0) 7483 457 415
Neil Ferris, Corporate Finance Director
Andy Lynch, Head of Investor Relations
Investec (Joint Global Co-ordinator,
Bookrunner and Broker)
+44 (0) 20 7597 5970
David Flin / Chris Baird / Alex Penney
Peel Hunt (Joint Global Co-ordinator,
Bookrunner and Broker)
George Sellar / Tom Ballard / Andrew Clark +44 (0)20 7418 8900
(Investment Banking)
Jock Maxwell MacDonald / Sohail Akbar (ECM
Syndicate)
Powerscourt (Financial PR)
+44 (0) 20 7250 1446
halfords@powerscourt-group.com
Rob Greening / Nick Hayns
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.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING 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, SOUTH AFRICA OR JAPAN 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.
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, Canada,
Australia, South Africa, 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.
No action has been taken by the Company, Investec, Peel Hunt or any of
their respective affiliates, or any person acting on its or their behalf
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 the Banks to inform
themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission
document has been or will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU
Prospectus Regulation") or Regulation (EU) No 2017/1129 (as amended) as it
forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation")) to be published.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act,
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. Accordingly, the Placing Shares will be offered and
sold only (i) outside of the United States in "offshore transactions" (as
such term is defined in Regulation S under the Securities Act ("Regulation
S")) pursuant to Regulation S and otherwise in accordance with applicable
laws; and (ii) in the United States to persons who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act)
("QIBs") and who have delivered to the Company and the Banks a US Investor
Letter substantially in the form provided to it, in each case, pursuant to
an exemption from, or in a transaction not subject to, registration under
the Securities Act. No public offering of the Securities will be made in
the United States or elsewhere.
The Placing has not been approved, disapproved or recommended by the US
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing,
or the accuracy or adequacy of this presentation. Any representation to
the contrary is a criminal offence in the United States.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
In Canada, the Placing is directed only to purchasers in the provinces of
Canada purchasing, or deemed to be purchasing, as principal that are
"accredited investors", as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are "permitted clients", as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the securities must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
offering memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal adviser.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"), the agents for the Placing are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
In member states of the European Economic Area (the "EEA"), this
Announcement is directed at and is only being distributed to "qualified
investors" within the meaning of Article 2(e) of the EU Prospectus
Regulation ("Qualified Investors"). In the United Kingdom, this
Announcement is directed at and is only being distributed to "qualified
investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth companies, unincorporated associations
and partnerships and trustees of high value trusts as described in Article
49(2)(a) to (d) of the Order; or (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being
"Relevant Persons"). Any investment or investment activity to which this
Announcement relates is available only to (i) in any member state of the
EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant
Persons, and will be engaged in only with such persons. This Announcement
must not be acted on or relied on (i) in any member state of the EEA, by
persons who are not Qualified Investors; and (ii) in the United Kingdom,
by persons who are not Relevant Persons.
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 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,
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, South Africa, or Japan or any other jurisdiction in which such
activities would be unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial condition,
results of operations and businesses and plans of the Company and its
subsidiaries (the "Group"). Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of
these words and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements. These statements and forecasts involve risk
and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that
could cause actual results or developments to differ materially from those
expressed or implied by these forward-looking statements and forecasts. As
a result, the Group's actual financial condition, results of operations
and business and plans may differ materially from the plans, goals and
expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness
of, and no reliance should be placed on, such forward-looking statements.
No statement in this Announcement is intended to be, nor may it be
construed as, a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement. The Company, its
directors, the Banks, their respective affiliates and any person acting on
its or 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 FCA or the London Stock
Exchange.
Investec Bank plc is authorised by the Prudential Regulation Authority
("PRA") in the United Kingdom and regulated in the United Kingdom by the
PRA and FCA. Investec Europe Limited (trading as Investec Europe) ("IEL"),
acting as agent on behalf of Investec Bank in certain jurisdictions in the
EEA (together Investec Bank plc and IEL hereinafter referred to as
"Investec"), is regulated in Ireland by the Central Bank of Ireland. Peel
Hunt LLP is authorised and regulated in the United Kingdom by the FCA.
Each Bank is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this Announcement and other
matters described in this Announcement. No Bank will regard any other
person as its client in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and no Bank
will be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective clients
or for providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to in this
Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. 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 any Bank or by any of its affiliates or any person
acting on their behalf 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 therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication
in this Announcement of the price at which ordinary shares have been
bought or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption
under the Prospectus Regulation or the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as
amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter
3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares
have been subject to a product approval process, which has determined that
such Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution through
all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the
purposes of the UK Product Governance Requirements) 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
Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS
NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE
PLACING SHARES.
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ISIN: GB00B012TP20
Category Code: ROI
TIDM: HFD
LEI Code: 54930086FKBWWJIOBI79
Sequence No.: 128093
EQS News ID: 1253546
End of Announcement EQS News Service
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