REG - Hilton Food Grp Plc - Result of Placing

Hilton FoodAnnouncement

10/12/2021 14:00

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RNS Number : 3232V  Hilton Food Group PLC  10 December 2021

 

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
HILTON FOOD GROUP PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

10(th) December 2021

 

Hilton Food Group plc

 

Result of Placing

 

Hilton Food Group ("Hilton", or the "Company"), the international
multi-protein food business, is pleased to announce the result of the placing
announced today (the "Placing").

 

A total of 6,578,948 new ordinary shares in the Company of 10p each (the
"Placing Shares") have been conditionally placed at a price of 1,140p per
Placing Share (the "Placing Price"), raising proceeds of £75 million (before
expenses) to partly fund the acquisition of a leading international smoked
salmon producer, Dutch Seafood Company B.V., which trades as "Foppen", by its
wholly owned subsidiary, Hilton Foods Limited (the "Acquisition"), as
announced separately. Further information on the Acquisition is contained
within that separate announcement.

 

The Placing Shares to be issued represent approximately 8.0% of the Company's
existing issued ordinary share capital. The Placing Price represents a
discount of approximately 4.7% to the closing price of 1,196p on 9 December
2021.

 

Numis Securities Limited ("Numis") has acted as sole bookrunner in respect of
the Placing. Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the announcement released by
the Company today at 7.00a.m.

 

Director participation

 

The participation of Directors of Hilton who have taken up Placing Shares at
the Placing Price is as follows:

 

 Director         Ordinary Shares held prior to the Placing  Aggregate value of Placing Shares to be acquired (£)   Number of Placing Shares to be acquired  Aggregate interest in Ordinary Shares following the Placing  Resulting holding of Ordinary Shares as % of enlarged issued share capital
 Christine Cross  15,000                                     £114,000                                               10,000                                   25,000                                                       0.03%
 Angus Porter     2,000                                      £9,998                                                 877                                      2,877                                                        0.00%
 Rebecca Shelley  1,966                                      £14,991                                                1,315                                    3,281                                                        0.00%
 John Worby       9,000                                      £8,197                                                 719                                      9,719                                                        0.01%

 

Smaller related party transaction

 

The Company believes that abrdn currently holds or has in the last twelve
months held 10% or more of the ordinary share capital of the Company. For the
purposes of UK Listing Rule 11 the Company therefore believes that it is, or
may be, considered as a related party of the Company.

 

Pursuant to the Placing, abrdn has agreed to subscribe for 1,025,000 Placing
Shares at the Placing Price for an aggregate consideration of £11,685,000.
The above transaction is classified as smaller related party transactions
under LR 11.1.10R(1) and is disclosed in accordance with LR11.1.10R(2)(c).

 

Admission

 

The Company has applied for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the Financial Conduct
Authority (the "FCA") and to trading on the main market for listed securities
of London Stock Exchange plc (together, "Admission"). It is expected that
settlement of subscriptions in respect of the Placing Shares and Admission
will take place and that trading in the Placing Shares will commence at 8.00
a.m. on 14 December 2021.

 

 For further information please contact:

 Hilton Food Group plc                              Tel: +44 (0) 1480 387214
 Philip Heffer, CEO
 Nigel Majewski, CFO

 Numis Securities Ltd (Sole Broker and Bookrunner)  Tel: +44 (0) 20 7260 1000
 Luke Bordewich
 Mark Lander
 Henry Slater

 Headland Consultancy (Public Relations)            Tel: +44 (0) 20 3805 4822
 Edward Young
 Will Smith
 Joanna Clark

 

IMPORTANT NOTICE

 

Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting for the Company and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Numis,
or for providing advice in relation to the contents of this announcement or
any matters referred to herein.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Numis under FSMA or the regulatory regime established thereunder, Numis
does not accept any responsibility whatsoever and make no representation or
warranty, express or implied, concerning the contents of this announcement
including its accuracy, completeness and verification or concerning any other
statement made or purported to be made by it or on behalf of it, in connection
with the Company and the Acquisition. Numis accordingly disclaims to the
fullest extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to herein)
which it might otherwise have in respect of this document or any such
statement.

 

Certain statements in this announcement may be forward-looking. Although the
Company believes that the expectations reflected in these forward looking
statements are reasonable, it can give no assurance or guarantee that these
expectations will prove to have been correct. Because these statements involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by these forward looking statements.

 

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.

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