REG-Halfords Group PLC Halfords Group PLC: Retail Offer by PrimaryBid

HalfordsAnnouncement

01/12/2021 16:40

============

   Halfords Group PLC (HFD)
   Halfords Group PLC: Retail Offer by PrimaryBid

   01-Dec-2021 / 16:37 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.

   ══════════════════════════════════════════════════════════════════════════

   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.

   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).

   FOR IMMEDIATE RELEASE

   1 December 2021

                               Halfords Group plc

                         ("Halfords" or the "Company")

                           Retail Offer by PrimaryBid

   Halfords is pleased to announce a conditional retail offer via PrimaryBid
   of new ordinary shares of one penny each in the capital of the Company
   (the "Retail Offer Shares") and the "Retail Offer").

   As separately announced today, the Company is conducting a non-pre-emptive
   placing of new ordinary shares of one penny each (the "Placing Shares") in
   the capital of the Company (the "Placing") through an accelerated
   bookbuilding process (the "Bookbuilding Process"). The price at which the
   Placing Shares are to be placed (the "Offer Price") will be determined at
   the close of the Bookbuilding Process. In addition, certain directors of
   the Company intend to subscribe for new ordinary shares of one penny each
   in the capital of the Company (the "Management Subscription Shares")
   alongside the Placing and the Retail Offer (the "Management
   Subscription").

   The issue price for the Retail Offer Shares, as well as the ordinary
   shares that will be issued pursuant to the Management Subscription, will
   be equal to the Offer Price.

                          Reasons for the Retail Offer

   Whilst the Placing has been structured as a non-pre-emptive offer to
   institutional investors so as to minimise cost, time to completion and use
   of management resource at an important time for the Company, the Company
   values its long-standing and substantial retail investor base and welcomes
   the opportunity to give those shareholders an opportunity to participate
   in the equity fundraising, alongside other investors.

   After consideration of the various options available to it, the Company
   believes that the separate Retail Offer, which will enable retail
   investors to participate in the Company's equity fundraising without
   diminishing the strategic benefits of the structure of the Placing, is in
   the best interest of shareholders, as well as wider stakeholders in
   Halfords.

   The net proceeds of the Retail Offer will be used by Halfords to part fund
   the acquisition of the entire issued share capital of Axle Group Holdings
   Limited (the "Acquisition"), further details on which are set out in the
   Company's announcements regarding the Placing and the Acquisition,
   released earlier today.

                          Details of the Retail Offer

   Members of the public in the UK may participate in the Retail Offer by
   applying exclusively through the PrimaryBid mobile app available on the
   Apple App Store and Google Play. 

   The Retail Offer will be open to retail investors following publication of
   this announcement. The Retail Offer will close at the same time as the
   Bookbuilding Process is completed. The Retail Offer may close early if it
   is oversubscribed.

   Subscriptions under the Retail Offer will be considered by the Company
   with preference to be given to the Company's existing retail investors,
   subject to conditions which are available to view on www.PrimaryBid.com.
   There is a minimum subscription of £250 per investor under the terms of
   the Retail Offer. The Company 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 Offer without giving any reason
   for such rejection.

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

   It is a term of the Retail Offer that the total value of the Retail Offer
   Shares available for subscription at the Placing Price does not exceed €8
   million equivalent. 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 sections 86(1)(e) and 86(4) of
   FSMA. The Retail Offer is only being made in the United Kingdom and is not
   being made into any jurisdiction where it would be unlawful to do so. In
   particular, the Retail Offer is being made only to persons who are, and at
   the time the Retail Offer Shares are subscribed for, will be outside the
   United States and subscribing for the Retail Offer Shares in an "offshore
   transaction" as defined in, and in accordance with, Regulation S under the
   U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons
   who are resident or otherwise located in the United States will not be
   eligible to register for participation in the offer through PrimaryBid or
   subscribe for Retail Offer Shares.

   The Retail Offer Shares, if issued, will be fully paid and will rank pari
   passu in all respects with the existing ordinary shares of the Company,
   the Placing Shares and the Management Subscription Shares, including the
   right to receive all dividends and other distributions declared, made or
   paid after the date of issue.

   Application will be made for the Retail Offer Shares to be admitted to the
   premium listing segment of the Official List of the Financial Conduct
   Authority and to trading on the Main Market for listed securities of the
   London Stock Exchange plc (together, "Admission").

   Settlement for the Retail Offer Shares and Admission is expected to take
   place at or before 8.00 a.m. on 6 December 2021. The Retail Offer is
   conditional, among other things, upon Admission becoming effective and the
   placing agreement entered into by the Company in connection with the
   Placing not being terminated in accordance with its terms.

   For further details, please refer to www.PrimaryBid.com. The terms and
   conditions on which the Retail Offer is made, including the procedure for
   application and payment for the Retail Offer Shares, are available to all
   persons who register with PrimaryBid.

   It should be noted that a subscription for the Retail Offer Shares and any
   investment in the Company carry a number of risks. Investors should make
   their own investigations into the merits of an investment in the Company.
   In particular, investors should consider the risk factors set out on
   www.PrimaryBid.com before making a decision to subscribe for Retail Offer
   Shares. Nothing in this announcement amounts to a recommendation to invest
   in the Company or amounts to investment, taxation or legal advice.
   Investors should take independent advice from a person experienced in
   advising on investment in securities such as the Company's 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.

   For further information on the announcement, please contact:

   Halfords:                                  +44 (0) 7483 457 415
   Loraine Woodhouse, Chief Financial Officer

   Neil Ferris, Corporate Finance Director 

   Andy Lynch, Head of Investor Relations      

    

    
   PrimaryBid Limited:
                                              enquiries@primarybid.com
   Fahim Chowdhury / James Deal
                                               

   Powerscourt (Financial PR):                +44 (0) 20 7250 1446

   Rob Greening / Nick Hayns                  halfords@powerscourt-group.com

    

    

    

                               Important Notices

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

   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 an offer to sell or issue or the solicitation of an
   offer to buy, subscribe for or otherwise acquire securities in any
   jurisdiction in which any such offer or solicitation would be unlawful.
   Any failure to comply with this restriction may constitute a violation of
   the securities laws of such jurisdictions. Persons needing advice should
   consult an independent financial adviser.

   The distribution of this announcement and the offering, placing and/or
   issue of the Retail Offer Shares in certain jurisdictions may be
   restricted by law. No action has been taken by the Company, PrimaryBid or
   any of their respective affiliates, or any person acting on any of their
   behalves, 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 (EU) 2017/1129 (as it forms part
   of English law pursuant to the European Union (Withdrawal) Act 2018 (as
   amended)) to be published.

   THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND
   NOT FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION, IN
   WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
   JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, TRANSMISSION, FORWARDING
   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, the Republic of South Africa, Japan or any other jurisdiction
   in which the same would be unlawful. No public offering of the securities
   referred to herein is being made in any such jurisdiction.

   The securities referred to herein have not been and will not be registered
   under the Securities Act, or under the securities laws 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.  No public
   offering of the Retail Offer Shares, the Placing Shares or any other
   securities is being made 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;
   and the Retail Offer Shares have not been, and nor will they be,
   registered under or offered in compliance with the securities laws of any
   state, province or territory of Canada, Australia, the Republic of South
   Africa or Japan. Accordingly, the Retail Offer 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 Canada,
   Australia, the Republic of South Africa, Japan or any other jurisdiction
   outside the United Kingdom or to, or for the account or benefit of any
   national, resident or citizen of Australia, the Republic of South Africa,
   Japan or to any investor located or resident in Canada.

   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 COVID-19, economic
   and business cycles, 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 industries. Due to such
   uncertainties and risks, readers 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 and its directors
   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 (including the rules of the London Stock
   Exchange or the Financial Conduct Authority).

   This announcement does not constitute a recommendation concerning any
   investor's investment decision with respect to the Retail Offer. 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. 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 as a profit forecast or
   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, as appropriate, for the
   current or future years 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.

   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
   London Stock Exchange.

   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.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:           GB00B012TP20
   Category Code:  IOE
   TIDM:           HFD
   LEI Code:       54930086FKBWWJIOBI79
   OAM Categories: 2.2. Inside information
   Sequence No.:   128091
   EQS News ID:    1253496


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    1 fncls.ssp?fn=show_t_gif&application_id=1253496&application_name=news&site_id=reuters8

References

   Visible links


============