Last checked at 10 Dec 2021 13:58
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
10th 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.