Issue of Equity

RNS Number : 4326L

Highway Capital PLC

12 August 2013

 



Highway Capital plc ("Highway" or "the Company")

Open Offer and Notice of General Meeting

1.             Introduction

The Company has today announced that it proposes to raise up to £111,239 (before expenses) by means of an Open Offer at a price of 14 pence per new Ordinary Share. The Issue Price represents a discount of approximately 6.7 per cent. to the price of 15 pence per share, being the closing mid-market price of the Company's Ordinary Shares on 9 August 2013.

2.             Background to and reasons for the Open Offer

Highway is a "cash shell" and the board continues to identify and evaluate target companies as it seeks opportunities to maximize the value of the Company. In the meantime, the Company continues to keep expenditure to a minimum in order to preserve its cash resources. The Company had cash at bank and in hand of £54,721 at 28 February 2013.

In May 2013, the Company issued a circular containing proposals to transfer the listing of the Ordinary Shares from the premium segment to the standard segment of the Official List and these proposals became effective on 11 July 2013. As a result, the Company will have greater flexibility to raise new capital and effect transactions will lower attendant costs.

In June 2013 one of the directors, Maciej Szytko, indicated that he would make a loan facility of £150,000 available to the Company to provide short term liquidity and, following the approval of Shareholders to increase the Company's borrowing powers, the Company is now able to draw on that facility.

For the year ended 28 February 2013 the Company reported an operating loss of £116,772. Although the loan facility described above would be sufficient to finance an operating loss of similar proportions for the current year, the Directors consider it prudent to seek to raise further capital and believe the Open Offer is an effective way of achieving this.

If fully subscribed, the Open Offer would provide net proceeds which, taking into account the loan facility described above, would extend the life of the Company as a going concern by more than 12 months and give it sufficient funds to conduct initial due diligence on a target acquisition. The Directors consider, however, that in order to carry out full due diligence on and implement any prospective acquisition, significant further funds will need to be raised.

3.             Details of the Open Offer

The Open Offer will provide Qualifying Shareholders with the opportunity to apply to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

1 Open Offer Share for every 10 Existing Ordinary Shares

(the "Basic Entitlement"). Basic Entitlements will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded.

Qualifying Shareholders may apply for fewer Open Offer Shares than the number of Open Offer Shares which represents their Basic Entitlement.

Qualifying Shareholders may also apply for and, if they do so, may under certain circumstances be allotted Excess Shares up to the extent that other Qualifying Shareholders do not subscribe for up to their Basic Entitlement and such Excess Shares are as a consequence available for allotment to applicants for Excess Shares.

In the event of aggregate applications including applications for Excess Shares exceeding the aggregate number of Open Offer Shares being offered in the Open Offer, each Qualifying Shareholder applying for Excess Shares will be allotted:

(i)         Open Offer Shares to the extent of the shareholder's Basic Entitlement in full; and

(ii)         Excess Shares in the ratio that the shareholder's application for Excess Shares bears to the aggregate number of Open Offer Shares remaining after satisfaction of all applications from Qualifying Shareholders for Basic Entitlements.

Open Offer Shares for which valid applications are received will be allotted even if the Open Offer is not subscribed in full.

The Open Offer is subject to the approval of Shareholders at a General Meeting convened for 30 August 2013 and Admission becoming effective on or before 8.00 a.m. on 2 September 2013 (or such later date being not later than 8.00 a.m. on 9 September 2013, as the Company may determine).

If these conditions are not satisfied by such date the Open Offer will lapse and all application monies will be returned (at the applicant's risk) without interest by cheque or CREST payment as soon as is practicable after that date. Interest earned on monies held will be retained for the benefit of the Company. The Company shall have no other liability or obligation to any person applying for New Ordinary Shares in the event that the Open Offer lapses.

Shareholders should note that the Open Offer is not a rights issue.

Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document or a document of title, and cannot be traded.

The Directors have agreed to subscribe for their full Basic Entitlement, or (in the case of Maciej Szytko) to the extent that his resultant shareholding remains below 30 per cent. of the issued share capital following the Open Offer.

Full details are available in a circular being posted to shareholders today, copies of which can be obtained from the Company's website, www.highwaycapital.co.uk.

4.             Annual General Meeting

Highway is also today sending to shareholders notice of its Annual General Meeting, to be held at 11.00 a.m. on 30 August 2013. A copy of the notice can be obtained from the Company's website, www.highwaycapital.co.uk.

12 August 2013

INDICATIVE TIMETABLE

Record Date and time for entitlements under the Open Offer	5.00 p.m. on 9 August 2013
Announcement of the Open Offer and posting of the Document and Application Form	12 August 2013
Existing Ordinary Shares marked 'ex' by the LSE	8.00 a.m. on 12 August 2013
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	by 13 August 2013
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements form Crest	4.30p.m on 21 August 2013
Latest time for depositing Open Offer Entitlements and Excess Open Offer Entitlements into Crest	3.00pm on 22 August 2013
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00pm on 23 August 2013
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 27 August 2013
Latest time and date for receipt of Forms of Proxy	10.30 a.m. on 28 August 2013
General Meeting	10.30 a.m. on 30 August 2013
Results of Open Offer announced through RNS	30 August 2013
Admission and commencement of dealings in Open Offer Shares	2 September 2013
Open Offer Shares to be held in uncertificated form credited to CREST stock accounts	2 September 2013
Despatch of definitive share certificates for Open Offer Shares to be held in Certificated form	Within ten days of Admission

Notes:

⁽¹⁾ References to times in this Document are to London time (unless otherwise stated).

⁽²⁾ The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subject to change.

⁽³⁾ If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through an RNS.

 

END

 

 

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