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