REG - Hercules Site Svcs - Result of Subscription and Placing

Hercules Site ServicesAnnouncement

06/09/2024 09:45

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RNS Number : 2414D  Hercules Site Services PLC  06 September 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF 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 PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN HERCULES SITE SERVICES PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. 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 HERCULES SITE SERVICES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").

 

Hercules Site Services plc

("Hercules" or the "Company")

Result of Subscription and Placing

and

Completion of Secondary Sale

 

Hercules Site Services plc (AIM: HERC), a leading technology enabled labour
supply company for the UK infrastructure sector, announces that, further to
the announcement made on 6 September 2024 regarding the proposed placing,
proposed subscription and proposed secondary sale (the "Launch Announcement"),
an aggregate of 12,156,809 new ordinary shares of 0.1p each in the capital of
the Company ("Placing Shares") have been successfully placed ("Placing") at
49.5p per ordinary share of 0.1p each in the capital of the Company ("Offer
Price") and this placing together with the 4,040,404 new ordinary shares of
0.1p each in the capital of the Company ("Ordinary Shares") subscribed for at
the Offer Price as part of the Subscription ("Subscription") will raise gross
proceeds for the Company of approximately £8 million.

The net proceeds of the Placing and Subscription will be used to strengthen
the Company's balance sheet and provide funds to pursue possible acquisitions
in the future.

The Company also notifies that as anticipated in the Launch Announcement, an
aggregate 6,060,606 Ordinary Shares have been sold by Hercules Real Estate
Limited, ("HRE") a company controlled by Brusk Korkmaz, CEO of Hercules, and
his wife, to Wasdell Packaging Limited.

Hercules is also pleased to confirm the appointment of Martin Tedham as a
Non-Executive Director of the Company on Admission of the First Subscription
Shares ("First Admission"). Martin is the majority shareholder and controller
of Wasdell Packaging Limited ("Wasdell"), a specialist in global
pharmaceutical supply chain support. Martin bought Wasdell in 2009 when the
company was turning over £2.3 million and it now supports customers from
clinical to commercial supply, with a particular focus on flexible, small
batch packaging and oral liquid manufacturing.  In the year ended April 2024
the Wasdell Packaging Limited generated over £75 million of revenue.

Additionally, the Company is pleased to welcome Ged Mason OBE to the Hercules
share register. Ged, who has decades of experience in the recruitment sector,
is subscribing for 7,591,153 Placing Shares in the Placing in a personal
capacity, representing 9.5 per cent of the enlarged issued share capital on
completion of the Fundraising. Ged has been Chief Executive of Morson Group
since January 2005, following his role as Managing Director from 1999. He
originally joined Morson International in 1986. Last year, he won the Mercury
Hall of Fame Award for his long-standing contribution to the recruitment
industry.

Brusk Korkmaz, Chief Executive Officer, commented:

"We are delighted to have raised these funds from two successful entrepreneurs
and institutional investors which will be used to further grow Hercules
through both organic expansion and acquisitions, with the aim of driving
profitability in the long run.

"We believe the improving macro-economic environment means that the
infrastructure and construction sector will go from strength to strength in
the short to medium term, while the long-term outlook for the sector continues
to be positive. The Company is now well positioned to take full advantage of
these encouraging tailwinds.

"I am also very pleased to welcome Martin Tedham to the Board and Ged Mason to
the Company's share register. Both have provided significant investment to the
Company, and we are delighted they share our belief in the trajectory and
potential of Hercules."

Further Details of the Placing and Subscription

The Placing and Subscription are being undertaken in two tranches, in the
first tranche 8,803,943 of the Placing Shares ("First Placing Shares") and
2,926,055 of the new Ordinary Shares issued in the Subscription ("First
Subscription Shares") these will be allotted and issued for cash on a
non-pre-emptive basis utilising the Company's existing shareholder authorities
subject only to admission to the AIM Market of those shares ("Admission").
In the second tranche 3,352,866 of the Placing Shares ("Second Placing
Shares") and 1,114,349 of the new Ordinary Shares issued in the Subscription
("Second Subscription Shares") will be allotted and issued for cash on a
non-pre-emptive basis subject to shareholder approvals to be sought at the
general meeting of shareholders of the Company ("General Meeting"). A circular
convening the General Meeting at which the resolutions required to issue the
Second Placing Shares and the Second Subscription Shares will be proposed will
be sent to Shareholders during the week commencing 9 September 2024.

Result of Secondary Sale

6,060,606 Secondary Sale Shares have been sold by Hercules Real Estate
Limited, a company controlled by Brusk Korkmaz (a director of the Company),
and his wife, to Wasdell Packaging Limited as detailed below.

 Director       Number of existing Ordinary Shares  Number of Secondary Sale Shares sold in the Secondary Sale  Number of Ordinary Shares held following the Secondary Sale  Percentage of Ordinary Shares of current issued share capital
 Brusk Korkmaz  41,902,297                          6,060,606                                                   35,841,691                                                   56.5

 

Following First Admission, HRE's percentage holding in the Company will be
47.7 per cent. Following Second Admission, HRE's percentage holding in the
Company will be 45 per cent.

AIM Rules disclosures

The following information is disclosed pursuant to Schedule Two, paragraph (g)
of the AIM Rules for Companies.

Martin John Tedham, aged 63, currently holds or has held the following
directorships in the past five years:

 Current directorships          Previous directorships (held in the last 5 years)
 Wasdell Holdings Ltd           Vineham Engineering Ltd
 Wasdell Manufacturing Ltd      Kingdom Vitamins Limited
 Wasdell Northampton Ltd        Qualiti Burnley Holdings Limited
 Wasdell Packaging Ltd          Qualiti (Burnley) Limited
 Wasdell Properties Ltd
 Archair Ltd
 Planned Packaging Films Ltd
 Planned Packaging Ltd
 Wasdell Europe Ltd
 Lifeplan Products Ltd
 VITS Global Manufacturing Ltd
 Think Natural Ltd
 Grandma Vine's Ltd
 Healthilife Ltd
 Cardioat Ltd
 Vitalis Commerce Ltd
 The Active Honey Company Ltd
 Golden Hills Honey Ltd

 

Upon First Admission, Mr Tedham will have an interest in 8,986,661 Ordinary
Shares in the Company held by Wasdell Packaging Limited, representing
approximately 12 per cent. of the enlarged issued share capital of Hercules.
Following the Second Admission, Mr Tedham will have an interest in 10,101,010
Ordinary Shares in the Company representing 12.7 per cent of the enlarged
issued share capital. He holds no options in Hercules.

Other than those as described above, no other disclosures in relation to Mr
Tedham are required under Rule 17 and Schedule 2(g) of the AIM Rules for
Companies.

Related Party Transaction:

Premier Miton Group plc ("Miton"), a substantial shareholder (as defined in
the AIM Rules for Companies) is subscribing for 484,848 new Ordinary Shares in
the Placing. The Directors (all of whom are regarded as being independent of
Miton), having consulted with SP Angel Corporate Finance LLP, the Company's
nominated adviser, consider that the participation by Miton is fair and
reasonable in so far as shareholders are concerned.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange plc for Admission of the
Placing Shares to trading on AIM.

Application has been made to the London Stock Exchange for 11,729,998 new
Ordinary Shares, representing 8,803,943 First Placing Shares and 2,926,055
First Subscription Shares to be admitted to trading on AIM, and it is expected
that First Admission will become effective and trading will commence in the
First Placing Shares and the First Subscription Shares at 8.00 a.m. on 10
September 2024 (or such later date as may be agreed between the Company, SP
Angel and Cavendish).

The First Placing Shares and First Subscription Shares will rank pari passu in
all respects with the Company's existing Ordinary Shares. Following First
Admission, the total number of Ordinary Shares in the Company in issue will be
75,152,413. The total number of voting rights in the Company as at First
Admission will therefore be therefore 75,152,413 ("Total Voting Rights"). The
Total Voting Rights 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 FCA's
Disclosure and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings ascribed to such terms in the Launch Announcement, unless
the context requires otherwise.

 

For further information and enquiries, please contact:

 

 Hercules Site Services plc                                                            c/o SEC Newgate

 Brusk Korkmaz (CEO)

 Paul Wheatcroft (CFO)

 SP Angel (Nominated Adviser and Broker)                                          +44 (0) 20 3470 0470

 Matthew Johnson / Adam Cowl / Charlie Bouverat (Corporate Finance)

 Grant Barker / Rob Rees (Sales and Broking)

 Cavendish Capital Markets Limited (Joint Broker)                                 +44 (0) 20 7397 8900

 Adrian Hadden / Charlie Combe / George Budd (Sales and Broking)

 SEC Newgate (Financial Communications)                                          +44 (0) 20 3757 6882

 Elisabeth Cowell / Ian Silvera / Matthew Elliott                     Hercules@secnewgate.co.uk

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Brusk Korkmaz

 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                                                         Hercules Site Services plc

 b)   LEI                                                          213800P7Z6MXNSM4OQ50

 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  Ordinary Shares of 0.1p each

      Identification code                                          ISIN: GB00BPVBVZ82

 b)   Nature of the transaction                                    Sale of Shares

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     49.5p             6,060,606

 d)   Aggregated information

      - Aggregated volume                                          N/A - Single transaction

      - Price

 e)   Date of the transaction                                      6 September2024

 f)   Place of the transaction                                     Off market

 

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