Result of General Meeting and Placing

RNS Number : 6673H

HSS Hire Group PLC

04 December 2020

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY ON 16 NOVEMBER 2020.

4 December 2020

HSS Hire Group plc

("HSS Hire" or the "Company")

Result of General Meeting and Placing

HSS Hire announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the " Resolutions ") contained within the combined prospectus and circular published by the Company on 16 November 2020 (the " Prospectus ") were duly passed without amendment by a poll.

The number of votes 'for' and 'against' each of the resolutions put before the General Meeting and the number of votes 'withheld' were as follows:

No.	Resolution	For		Against		Total Votes		Withheld
		No. of Votes	%	No. of Votes	%	No. of Votes1	%2	No. of Votes
1	Directors' authority to issue the New Shares pursuant to the Capital Raise and any Warrant Exercise	150,610,225	99.97%	41,295	0.03%	150,651,520	88.51%	952
2	Directors' authority to issue the New Shares under section 551 of the Act	150,619,272	99.98%	32,248	0.02%	150,651,520	88.51%	952
3	Disapplication of pre-emption rights pursuant to the Capital Raise and any Warrant Exercise3	150,601,788	99.97%	42,259	0.03%	150,644,047	88.51%	8,425
4	Disapplication of pre-emption rights to allotment of equity securities3	150,600,322	99.97%	43,725	0.03%	150,644,047	88.51%	8,425
5	Disapplication of pre-emption rights for the allotment of shares for cash for the purposes of financing or other capital investment3	150,600,798	99.97%	43,725	0.03%	150,644,523	88.515	7,949
6	Discount of greater than 10% to middle market price of the Shares	150,607,788	99.97%	41,771	0.03%	150,649,559	88.51%	2,913
7	Implementation of Capital Raise	150,610,487	99.97%	41,033	0.03%	150,651,520	88.51%	952
8	Related Party Transaction	104,788,252	99.96%	44,208	0.04%	104,832,460	61.59%	7,943
9	Delisting and AIM Admission4	150,563,714	99.94%	83,357	0.06%	150,647,071	88.51%	5,401

¹ A vote withheld is not a vote in law and is not counted in the calculation of the votes 'For' or 'Against' a resolution.

² The number of ordinary shares in issue on 2 December 2020 was 170,207,142. Shareholders are entitled to one vote per share.

³ Passed as a special resolution.

⁴ Resolution 9 was duly passed by way of a poll, both as a special resolution of all Shareholders and by a majority of the independent Shareholders voting on the resolution, in accordance with LR 5.2.5R.

The passing of the Resolutions will enable the Company to proceed with the Capital Raise. The Capital Raise remains conditional upon, amongst other things, Admission of the New Shares.

Following the announcement earlier today regarding valid acceptances and excess applications from Qualifying Shareholders received under the Open Offer, the Company confirms that Numis has procured subscribers for 41,205,000 New Shares (for which valid acceptances were not received) at a price of 10 pence per share, raising additional gross   proceeds of approximately £4.1 million for the Company. The Capital Raise has therefore raised gross proceeds of £52.6 million in aggregate.

Applications have been made to the Financial Conduct Authority for 526,270,512 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on the main market for listed securities. These New Shares will be issued under authorities granted by the Resolutions at today's General Meeting. It is expected that Admission will take place and that dealings in the New Shares will commence at 8.00 a.m. on 8 December 2020.

Following the allotment of the New Shares under the Capital Raise, the Company's issued share capital will consist of 696,477,654 ordinary shares of one pence each. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company is 696,477,654. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

The Company will also make an application for the listing of its Shares on the premium listing segment of the Official List and from trading on the London Stock Exchange's Main Market for listed securities to be cancelled (the " Delisting ") and for all of its issued and to be issued Shares to be admitted to trading on AIM (" AIM   Admission "). It is expected that AIM Admission will become effective and that dealings of the Shares will commence on AIM at 8.00 a.m. on 14 January 2021 and would occur simultaneously with the Delisting becoming effective.

All capitalised terms used in this announcement but not defined herein have the meaning given to them in the Prospectus.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism where it will shortly be available at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This announcement will also be available to view on the Company's website at https://www.hsshiregroup.com/.

For further information, please contact:

HSS Hire Group plc	Tel: [phone]
Steve Ashmore, Chief Executive Officer	Please email: [e-mail]
Paul Quested, Chief Financial Officer
Greig Thomas, Head of Group Finance
Numis Securities Stuart Skinner George Price George Shiel	Tel: [phone]
Teneo	Tel: [phone]
Matt Thomlinson
Tom Davies

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation EU No 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for releasing this announcement is Daniel Joll, Company Secretary.

HSS Hire Group plc LEI: 2138004DGL1J6VQO6S92

Important notices

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

This announcement is not a prospectus. Neither this Announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder 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.

Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Numis is acting exclusively for the Company and is acting for no one else in connection with the Capital Raise and will not regard any other person as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Capital Raise or any other matter, transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis, nor any of its affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Shares, the Capital Raise or Admission. Numis and its affiliates, directors, officers, employees and advisers accordingly disclaim to the fullest extent permitted by law any and all liability whatsoever, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement or any such statement.

Copies of the Prospectus are available on the Company's website at www.hsshiregroup.com . Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the New Shares being offered pursuant to the Capital Raise.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to the registration requirements of the Securities Act and in each case, compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.  No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that they 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 Capital Raise.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

Cautionary statement regarding forward-looking statements

This announcement may include certain forward-looking statements, forecasts, estimates, projections and opinions ("Forward-looking Statements"). When used in this document, the words "anticipate", "believe", "estimate", "forecast", "expect", "intend", "plan", "project", "may", will" or "should" or, in each case, their negative or other variations or similar expressions, as they relate to the Group, its management or third parties, identify Forward-looking Statements. Forward-looking Statements include statements regarding the Group's business strategy, objectives, financial condition, results of operations and market data, as well as any other statements that are not historical facts. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy), as well as assumptions made by the Directors and information currently available to the Company.

Although the Group considers that these beliefs and assumptions are reasonable, by their nature, Forward-looking Statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. These factors, risks, uncertainties and assumptions could cause actual outcomes and results to be materially different from those projected. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation is made or will be made that any Forward-looking Statements will be achieved or will prove to be correct. These factors, risks, assumptions and uncertainties expressly qualify all subsequent oral and written Forward-looking Statements attributable to the Group or persons acting on its behalf.

None of the Company, the Directors or Numis assumes any obligation to update any Forward-looking Statement and disclaims any obligation to update their view of any risks or uncertainties described herein or to publicly announce the result of any revisions to the Forward-looking Statements made in this document, except as required by law (including, for the avoidance of doubt, the Prospectus Regulation Rules, the Listing Rules and Disclosure Guidance and Transparency Rules).

In addition, this announcement may contain information concerning the Group's industry and its market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the industry, and the Group's market and business segments, will develop. These assumptions are based on information currently available to the Company. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While the Company does not know what effect any such differences may have on the Group's business, if there are such differences, they could have a material adverse effect on the Group's future results of operations and financial condition.

 

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