REG - Hill & Smith Hldgs. - Publication of Circular and Notice of GM

Hill & SmithAnnouncement

17/08/2022 12:15

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RNS Number : 3559W  Hill & Smith Holdings PLC  17 August 2022

FOR IMMEDIATE RELEASE

17 August 2022

 

Hill & Smith Holdings PLC

Publication of Circular and Notice of General Meeting

 

 

On 11 August 2022, Hill & Smith Holdings PLC ("Hill & Smith" or the
"Group") announced that it had entered into a binding share purchase agreement
with a consortium comprising ZINQ France SAS and Sofigalva SAS in relation to
the sale of its French galvanizing and steel lighting column operations,
France Galva SA (the "Disposal").

 

The Disposal constitutes a related party transaction for Hill & Smith
under the Listing Rules and is therefore conditional on the approval of Hill
& Smith shareholders at a general meeting of the Group.

 

Hill & Smith is pleased to announce that a shareholder circular in
relation to the Disposal (the "Circular") has been published today, having
received approval from the Financial Conduct Authority. The Circular will be
sent to the Group's shareholders (other than those who have elected for
notification by electronic communication) shortly.

 

The Circular contains further information on the Disposal and a notice
convening a general meeting of Hill & Smith to be held at 11.00 am on 5
September 2022 at Hill & Smith Holdings PLC, Westhaven House, Arleston
Way, Shirley, Solihull, West Midlands, B90 4LH (the "General Meeting").

 

ENDS

 

For further information, please contact:

Hill & Smith Holdings PLC                                                                                                Tel:  +44 (0)121 704 7434

Alan Giddins, Executive
Chair
 

Hannah Nichols, Chief Financial Officer

MHP Communications                                                                                                       Tel:  +44 (0)20 3128 8613

Andrew Jaques

Rachel Farrington

Catherine Chapman

 
 

Rothschild & Co (Financial Adviser and Sponsor to Hill & Smith)
                        Tel:  +44 (0)20 7280 5000

Alistair Allen

 

Notes to Editors

Hill & Smith Holdings PLC creates sustainable infrastructure and safe
transport through innovation. The Group employs c.4,400 people worldwide with
the majority employed by its autonomous, agile, customer focussed operating
businesses based in the UK, USA, Australia, India, Sweden and currently
France. The Group office is in the UK and it is quoted on the London Stock
Exchange (LSE: HILS.L).

 

The Group's operating businesses are organised into three main business
divisions:

 

Galvanizing Services: dramatically increasing the sustainability and
maintenance free life of steel products including structural steel work,
lighting, bridges, agricultural and other products for the industrial and
infrastructure markets.

Engineered Solutions: supplying engineered steel and composite solutions with
low embodied energy for a wide range of infrastructure markets including
energy generation and distribution, marine, rail and housing. The division
also supplies engineered pipe supports for the water, power and liquid natural
gas markets and seismic protection solutions.

Roads & Security: supplying products and services to support road and
highway infrastructure including temporary and permanent road safety barriers,
renewable energy lighting and power solutions, Intelligent Traffic Solutions,
street lighting columns and bridge parapets. The security portfolio includes
hostile vehicle mitigation solutions, high security fencing and automated gate
solutions.

Availability of the Circular

A copy of the Circular will be submitted to the National Storage Mechanism and
the Circular will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, a copy
of the Circular will be available for inspection on Hill & Smith's website
at https://www.hsholdings.co.uk/investors
(https://www.hsholdings.co.uk/investors) from the date of this announcement up
to and including the date of the General Meeting and for duration of the
General Meeting.

Cautionary statement

This announcement is not intended to be, and does not constitute or form part
of, an offer or invitation to purchase, acquire, subscribe for, sell, dispose
of or issue, or any solicitation of any offer to sell, dispose of, purchase,
acquire or subscribe for, any security or a solicitation of any vote or
approval, in any jurisdiction. Hill & Smith's shareholders are advised to
read carefully the formal documentation in relation to the Disposal once it
has been despatched. Any response to the Disposal should be made only on the
basis of the information in the formal documentation to follow.

No profit forecast or estimates

No statement in this announcement, is intended to be or is to be construed as
a profit forecast or estimate for any period and no other statement in this
announcement should be interpreted to mean that earnings or earnings per share
for Hill & Smith for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Hill & Smith.

Forward-Looking Statements

This announcement, oral statements made regarding the Disposal, and other
information published in connection with the Disposal contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections about future events and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the
Disposal on Hill & Smith, the expected timing and scope of the Disposal
and other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "is expected", "estimates", "forecasts", "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", or "will" be taken, occur
or be achieved.

Although Hill & Smith believes that the expectations reflected in such
forward-looking statements are reasonable, Hill & Smith can give no
assurance that such expectations will prove to be correct. There are a number
of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the requirement for shareholder approval, as well as
factors such as future market conditions, currency fluctuations, the behaviour
of other market participants, the actions of regulators and other factors such
as changes in the political, social and regulatory framework in which Hill
& Smith operates or in economic or technological trends or conditions.
Other unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such factors.

None of Hill & Smith or any of its associates, directors, officers or
advisers provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA,
and the Market Abuse Regulation), Hill & Smith is under no obligation, and
Hill & Smith expressly disclaims any intention or obligation, to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

Important information relating to the financial adviser and sponsor

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Hill & Smith and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Hill & Smith for providing the
protections afforded to clients of Rothschild & Co nor for providing
advice in connection with any matter referred to herein. Neither Rothschild
& Co nor any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained herein or
otherwise.

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