Proposed Rights Issue

Hunting PLC 29 June 2005 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA. FOR IMMEDIATE RELEASE 29 JUNE 2005 HUNTING PLC PROPOSED RIGHTS ISSUE Hunting PLC ('Hunting' or the 'Company'), an international oil and gas services group, today announces that it proposes to raise approximately £45.7 million by way of a rights issue to Qualifying Shareholders to finance Hunting's ongoing capital investment in its existing and new facilities and to take advantage of acquisition opportunities. The Rights Issue • Rights Issue to raise approximately £45.7 million • 1 New Ordinary Share for every 4 Existing Ordinary Shares Issue price of 180 pence per New Ordinary Share which represents a discount of approximately 31 per cent. to the closing mid market price on 28 June 2005 (being the last Business Day prior to this announcement) • The Rights Issue is fully underwritten by Hoare Govett • The Rights Issue is conditional upon the approval of Shareholders to be sought at an Extraordinary General Meeting • Hunting Family Shareholders, who together hold approximately 27 per cent. of the Existing Ordinary Shares, have irrevocably undertaken not to take up or subscribe to their entitlement to Nil Paid Rights and to vote in favour of the Resolution at the EGM • All of the Directors intend to vote in favour of the Resolution at the EGM Commenting on the proposed Rights Issue, Dennis Proctor, Hunting's Chief Executive, said: 'Hunting is well placed to take advantage of the increased activity in the upstream and midstream oil and gas industry. Significant further business is likely to be obtained from existing and new customers by investing in additional capacity and services. In addition, a number of potential acquisitions have been identified to expand the product and service offering of Hunting Energy. This investment is consistent with Hunting's strategy of developing its existing operations as an oil and gas service provider and generating additional shareholder value.' Enquiries: Hunting PLC 020 7321 0123 Dennis Proctor Dennis Clark Close Brothers 020 7655 3100 Andrew Cunningham Jack Newall Hoare Govett 020 7678 8000 Andrew Foster Bertie Whitehead Hogarth Partnership 020 7357 9477 Andrew Jaques Edward Westropp This summary should be read in conjunction with the full text of the following announcement. Appendix I contains the definitions of certain terms used in this summary and the full announcement. This announcement does not constitute, or form part of, an offer to sell, or the solicitation of an offer to subscribe for or buy any of the New Ordinary Shares to be issued or sold in connection with the Rights Issue. Any decision to invest in the New Ordinary Shares should only be made on the basis of information in the Prospectus which will contain further details relating to the Rights Issue and Hunting and which is expected to be issued shortly. In addition, the Prospectus will contain a notice convening the EGM. The Directors of Hunting are the persons responsible for the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information in this announcement is in accordance with the facts and does not omit anything to affect the import of such information. Close Brothers Corporate Finance Limited ('Close Brothers'), which is regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Hunting and for no one else in relation to the Rights Issue and will not be responsible to anyone other than Hunting for providing the protections afforded to customers of Close Brothers or for providing advice in relation to the Rights Issue or on any matter referred to herein. Hoare Govett Limited ('Hoare Govett'), which is regulated in the United Kingdom by The Financial Services Authority, is acting as corporate broker and underwriter to Hunting in relation to the matters described in this document and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Hoare Govett nor for advising them on the contents of this document or any other matter in relation to the Rights Issue. The contents of this announcement have been approved by Close Brothers for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the 'US Securities Act') or an exemption therefrom. Hunting has not and does not intend to register any of the Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares under the US Securities Act. The Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and New Ordinary Shares will not be offered or sold to the public in the United States. HUNTING PLC PROPOSED RIGHTS ISSUE 1. Introduction The Board announces today that Hunting proposes to raise approximately £45.7 million by way of a rights issue of up to 25,373,332 New Ordinary Shares at a price of 180 pence per New Ordinary Share on the basis of 1 New Ordinary Share for every 4 Existing Ordinary Shares. The Rights Issue has been fully underwritten by Hoare Govett. In view of its size, the Rights Issue is conditional upon, amongst other things, the approval of Shareholders which is to be sought at an Extraordinary General Meeting, details of which will be set out in the Prospectus relating to the Rights Issue which is expected to be issued shortly. 2. Summary information about Hunting Hunting is a leading provider of services to the upstream and midstream oil and gas industry including the transportation, marketing and storage of oil and gas in Western Canada, the supply of oil country tubular goods ('OCTG') internationally, shipbroking, oil and gas exploration and equipment supply. Hunting's principal operations are located in strategic geographic locations in North America, Western Europe and South East Asia. The Group has a number of strong market share positions within certain of its service and product markets, including oil and gas transportation in Western Canada, tanker broking, drill rod manufacture, mud motors and propane distribution. The Group also owns the patents to in excess of 30 proprietary products including certain connections, pressure release systems, thread compounds and mud motors. Hunting operates through a number of subsidiaries including Gibson Energy, Hunting Energy, Gibson Shipbrokers, Tenkay Resources and Hunting Energy France. Gibson Energy is one of the largest independent providers of marketing and transportation services to the Canadian oil and gas industry for liquid energy products including crude oil, diluent, liquid petroleum gas, propane, asphalt and natural gas. Gibson Energy has five core businesses comprising marketing, propane and natural gas liquid operations, pipeline and terminal services, truck transportation, and the supply of asphalt and specialist products derived from oil. Gibson Energy utilises strategically located assets and facilities to combine lower value energy products into higher value blends to maximise its asset utilisation. Hunting Energy is one of the world's leading suppliers of OCTG with advanced manufacturing techniques for connections and accessories to complement down-hole products used by upstream oil and gas companies. Hunting Energy has facilities in North America, the North Sea and South East Asia and supplies its products and services to customers on a worldwide basis. Hunting Energy provides its customers with vertically integrated service and product offerings combining the provision of tubulars, connectors, protectors, other accessories and service capability. Gibson Shipbrokers operates in the international energy and shipping markets by arranging transport for crude oil and other petroleum products, offshore, dry cargo and bunker broking services. Gibson Shipbrokers also provides research consultancy services, publishing market and technical analysis on the shipping and energy industries. Gibson Gas, a wholly owned subsidiary of Gibson Shipbrokers, provides speciality liquefied petroleum gas product brokerage. Tenkay Resources is an oil and gas exploration and production company with oil and gas reserves principally in the southern United States and offshore in the Gulf of Mexico. Tenkay Resources is a minority, non-operating, equity partner with a share in over seventy oil and gas production wells and facilities. Exploration success has enabled Tenkay Resources to continue to increase its reserves. Hunting Energy France provides petrochemical equipment and serves the French and international energy industries. Hunting has three other businesses: Field Aviation Canada modifies, repairs and overhauls regional aircraft for North American and international customers; Hunting Specialised Products manufactures and provides pipeline services and industrial coatings in the UK and US; and Aero Sekur, based in Italy, provides defence and safety products including parachutes and deception camouflage. Hunting's strategy is to continue to develop its existing operations as an oil and gas service provider with particular focus on its two core platforms, Gibson Energy, its midstream operation, and Hunting Energy, its upstream operation. 3. Selected financial information on Hunting The selected historical financial information presented below as at and for the financial years ended 31 December 2002, 31 December 2003 and 31 December 2004, has been prepared in accordance with UK GAAP. The information presented herein has been extracted without material adjustment from the annual reports of Hunting for the three years ended 31 December 2002, 31 December 2003 and 31 December 2004. Year ended 31 December 2002 2003 2004 Before exceptional items(1) £ million £ million £ million Turnover Oil and gas marketing and distribution 638.1 939.6 1,002.9 Oilfield services and other 233.9 168.6 159.9 tubular products Exploration and other activities 79.3 87.2 92.3 -------- -------- -------- Total 951.3 1,195.4 1,255.1 -------- -------- -------- Gross profit 79.2 82.5 93.6 Total operating profit 24.4 25.2 30.8 Net interest (charge) (5.3) (4.1) (5.6) Profit on ordinary activities before taxation 19.1 21.1 25.2 Taxation (7.4) (7.3) (9.5) Profit after taxation 11.7 13.8 15.7 Total assets 487.2 495.5 475.9 Net current assets 128.9 120.3 85.8 Total net debt (97.6) (126.6) (130.6) Shareholders' funds 196.7 164.8 117.9 Basic earnings per share pence 4.1 6.4 12.7 Dividends per ordinary share pence 3.0 3.5 4.5 Employees (average) number 2,186 2,127 2,188 Note (1) In 2004, Hunting incurred exceptional items of £9.8 million. These included a £3.8 million exceptional charge within operating profit which consisted of the costs and anticipated future rental deficit of a UK leasehold property where the previous tenant went into liquidation. Exceptional charges below operating profit of £6.0 million comprise the settlement of a claim on the disposal of a former subsidiary in 2001 and the closure of Hunting Custom Packaging in the US. 4. Background to and reasons for the Rights Issue Since the disposal of almost all of its defence operations, which was largely completed in 2001, Hunting has focused on developing its oil and gas services operations. In that period Hunting has made significant capital investment in its facilities and has made a number of acquisitions of businesses involved in the oil and gas services industry. The principal reasons for the Rights Issue are to enable Hunting to fund ongoing capital investment in its existing and new facilities and to take advantage of new acquisition opportunities. The Board believes that there are a significant number of investment and acquisition opportunities available which would enable Hunting to continue to grow its business and to enhance shareholder value. The proceeds of the Rights Issue will provide the Board with greater financial flexibility in order to enable the Group to take advantage of these opportunities. After careful consideration, the Board has concluded that the Rights Issue is the optimal means to finance the Group's anticipated investment and development. Whilst the Board considered financing a proportion of this through its existing or additional bank facilities, it concluded that it would not be in Shareholders' best interests to further increase the level of the Group's borrowings. 5. Use of proceeds It is intended that the net proceeds of the Rights Issue will be used to finance Hunting's ongoing capital investment in its existing and new facilities and to take advantage of acquisition opportunities. In the meantime, the proceeds will be used to reduce net debt. The Board has approved plans for capital investment of approximately £38 million during 2005 of which approximately 50 per cent. will be invested in capital for new business and approximately 50 per cent. will be invested in replacing existing assets. For example, Gibson Energy is investing approximately CAN$20 million in additional storage capacity at its new Edmonton facility which is expected to be completed by October 2005. The Board expects that significant additional business is likely to be obtained from existing and new customers by investing in additional capacity and services. In addition, the Board has identified a number of potential acquisitions which would expand the service offering of Hunting Energy. 6. Current trading and prospects The momentum that Hunting experienced in the second half of 2004 has continued in the first half of 2005. Current rig activity in the United States is at its highest level for nineteen years. Canada expects to set another record year in drilling and the Board believes that international rig activity will be up approximately 12 per cent. year-on-year. Accordingly, Hunting's order books are strong, profit margins have improved and Hunting's customers expect the strong activity levels to continue throughout the rest of the year and into 2006. Gibson Energy's marketing activities are benefiting from the wide differentials between heavy and light crude prices. Its truck transportation group is enjoying strong activity in crude and liquefied petroleum gas hauling throughout Western Canada. Hunting Energy's performance is driven by increased drilling activities worldwide. Tenkay Resources and Gibson Shipbrokers have high commodity prices and strong markets supporting their performance. It is anticipated that the improved trading conditions will continue for the remainder of 2005 and into 2006. Subject to exchange rate and commodity price movements, Hunting's performance for the current financial year should be in line with the Board's expectations. Furthermore, the Board continues to view the future beyond the current financial year with confidence. 7. Principal terms of the Rights Issue The Company proposes to raise approximately £45.7 million by way of the Rights Issue. The Issue Price of 180 pence per New Ordinary Share represents a discount of approximately 31 per cent. to the closing middle market price of 260 pence per Ordinary Share on 28 June 2005 (being the last Business Day prior to this announcement). The Company proposes to offer up to 25,373,332 New Ordinary Shares, in aggregate by way of rights, to Qualifying Shareholders (other than certain Overseas Shareholders) at 180 pence per share, payable in full on acceptance on the basis of: 1 New Ordinary Share for every 4 Existing Ordinary Shares held by Qualifying Shareholders (other than certain Overseas Shareholders) on the Record Date for the Rights Issue and so in proportion for any other Ordinary Shares then held, and otherwise on the terms and conditions which will be set out in the Prospectus and, in the case of Qualifying non-CREST Shareholders only (other than certain Overseas Shareholders), the Provisional Allotment Letter, which are expected to be issued shortly. The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares. Fractional entitlements to New Ordinary Shares will be disregarded. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. The Rights Issue is conditional upon the following: (a) the passing of the Resolution to be proposed at the EGM; (b) the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated; and (c) Admission having become effective. 8. Intentions of the Directors All of the Directors, except for Richard Hunting, intend to take up their rights to subscribe for New Ordinary Shares pursuant to the Rights Issue in full. Richard Hunting intends to dispose of sufficient of his Nil Paid Rights so as to enable him (before allowing for payment of expenses or tax liabilities) to subscribe for his remaining entitlement of New Ordinary Shares. All of the Directors intend to vote in favour of the Resolution at the EGM. 9. Hunting Family Shareholders The Company and Hoare Govett have received irrevocable undertakings from the Hunting Family Shareholders agreeing, inter alia, not to take up or subscribe for their entitlement to Nil Paid Rights pursuant to the Rights Issue (the 'Hunting Family Entitlement'), not to transfer any of their Ordinary Shares prior to the latest time for acceptance and payment in full under the Rights Issue and to vote in favour of the Resolution at the EGM. The Hunting Family Shareholders together hold 27,423,172 Existing Ordinary Shares, representing approximately 27 per cent. of the Existing Ordinary Shares. Hoare Govett has agreed with the Company and the Hunting Family Shareholders to use all reasonable endeavours to procure placees for the Hunting Family Entitlement or, failing which, shall subscribe itself for the Hunting Family Entitlement. 10. Other information The full terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus, which is expected to be issued shortly. The Prospectus shall include, as required by the Prospectus Rules, a list of risk factors. The Prospectus will also contain a notice convening the Extraordinary General Meeting. APPENDIX I Definitions The following definitions apply throughout this announcement: 'Admission' admission of the New Ordinary Shares nil paid to (i) the Official List and (ii) trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards 'Admission and the requirements contained in the publication 'Admission and Disclosure Disclosure Standards' dated April 2004 containing, amongst Standards' other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities 'Aero Sekur' Aero Sekur S.p.A. 'Business Day' a day on which the London Stock Exchange is open for the transaction of business 'CAN$' Canadian dollar 'certificated' a share or other security which is not in uncertificated form or 'in (that is, not in CREST) certificated form' 'Close Close Brothers Corporate Finance Limited Brothers' 'CREST' the relevant system (as defined in the Regulations) in respect of which CRESTCo is the operator (as defined in the Regulations) 'CRESTCo' CRESTCo Limited 'Directors' or the directors of the Company 'Board' 'Gibson E.A. Gibson Shipbrokers Limited Shipbrokers' 'Existing the Ordinary Shares in issue at the date of this announcement Ordinary Shares' 'Extraordinary the extraordinary general meeting of the Company to be convened General Meeting' in relation to the Rights Issue or 'EGM' 'Field Aviation Field Aviation Company Inc. Canada' 'FSMA' the Financial Services and Markets Act 2000 (as amended) 'Fully Paid rights to acquire New Ordinary Shares, fully paid Rights' 'Gibson Gibson Energy Limited Energy' 'Gibson Gas' Gibson Gas Limited, a wholly owned subsidiary of Gibson Shipbrokers 'Group' the Company and its subsidiary undertakings or, where the context requires, some of them 'Hoare Govett' Hoare Govett Limited 'Hunting' or the Hunting PLC and, where the context requires, all of its 'Company' subsidiary undertakings 'Hunting the Hunting Energy services division of Hunting Energy' 'Hunting Energy Hunting Energy France SA France' 'Hunting Hunting Specialised Products Limited Specialised Products' 'Hunting Family those members of the Hunting family who have undertaken not to Shareholders' take up their entitlement to Nil Paid Rights pursuant to the Rights Issue 'Issue Price' 180 pence per New Ordinary Share 'Listing the listing rules made by the UK Listing Authority in Rules' accordance with section 74 of FSMA 'London Stock London Stock Exchange plc Exchange' 'New Ordinary 25,373,332 ordinary shares of 25 pence each in the capital of Shares' the Company to be issued pursuant to the Rights Issue 'Nil Paid New Ordinary Shares in nil paid form provisionally allotted to Rights' Qualifying Shareholders pursuant to the Rights Issue 'OCTG' oil country tubular goods 'Official the Official List of the UK Listing Authority List' 'Overseas Qualifying Shareholders with registered addresses in, or who Shareholders' are citizens, residents or nationals of, jurisdictions outside the United Kingdom 'Prospectus' the prospectus to be issued by the Company in connection with the Rights Issue 'Prospectus the Prospectus Rules to be brought into effect on 1 July 2005 Rules' pursuant to Commission Regulation (EC) No. 809/2004 'Provisional renounceable provisional allotment letters to be issued to Allotment Qualifying non-CREST Shareholders (other than certain Overseas Letters' Shareholders) by the Company in respect of the Nil Paid Rights, pursuant to the Rights Issue 'Qualifying Qualifying Shareholders holding Shares in certificated form non-CREST Shareholders' 'Qualifying Shareholders on the register of members of the Company as at Shareholders' the Record Date 'Record Date' means the date falling three Business Days prior to the proposed EGM 'Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/3755) 'Resolution' the special resolution set out in the notice of EGM to be contained in the Prospectus 'Rights Issue' the proposed issue by way of rights of New Ordinary Shares to Qualifying Shareholders 'Shareholders' holders of Ordinary Shares 'Shares' or ordinary shares of 25 pence each in the capital of the 'Ordinary Company Shares' 'Tenkay Tenkay Resources Inc. Resources' 'UK Listing the Financial Services Authority acting in its capacity as the Authority' competent authority for the purposes of FSMA 'uncertificated recorded on the register of members as being held in form' uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST 'Underwriting the conditional agreement dated 29 June 2005 between the Agreement' Company and Hoare Govett relating to the Rights Issue 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland or 'UK' 'United States' the United States, its territories and possessions, any State or 'US' of the United States and the District of Columbia, and all other areas subject to its jurisdiction This information is provided by RNS The company news service from the London Stock Exchange

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