Hill & Smith Regulatory News (HILS)

12 Sep 2006 07:30

Hill & Smith Hldgs PLC12 September 2006 Hill & Smith Holdings PLC ("Hill & Smith" or 'the Company') Placing and Open Offer at 228 pence per share to raise £28.0 million The Board of Hill & Smith announces today that the Company is proposing to raiseapproximately £28.0 million by means of a Placing and Open Offer of 12,280,702 New Ordinary Shares at 228 pence per New Ordinary Share. The Company is also today announcing its interim results for the six months ended 30 June 2006. Background to the Fundraising Over the past three and a half years, the Group has invested £67.6 million,comprising some £34.6 million in capital expenditure and product development,and a further £33.0 million in acquiring interests in other businesses,principally Zinkinvent in 2005 and Counters & Accessories in 2006. Theseinvestments have been funded by internally generated resources and bankborrowings. The net proceeds of the Placing and Open Offer will strengthen the capital baseof the Company and, together with the committed borrowing facilities which are already available to the Group, will enable it to take advantage of suitable acquisition opportunities and will also provide funding for the organic expansion of the Group's existing businesses. A major part of the Board's strategy is to continue to broaden the Group'sproduct offering and geographical spread, and the Directors have identified anumber of potential investment opportunities to provide further growth. Theseinclude both new product development projects, particularly within its coreInfrastructure Products division, and corporate acquisitions. The Company iscurrently evaluating a number of possible acquisition opportunities. Details of the Placing and Open Offer Hill & Smith is proposing to raise approximately £28.0 million before expenses(£26.8 million after expenses) pursuant to the Placing and Open Offer by theissue of 12,280,702 New Ordinary Shares at an Issue Price of 228 pence per NewOrdinary Share. The Issue Price represents a discount of 5.6 per cent to theClosing Price for an Existing Ordinary Share of 241.5 pence on 11 September 2006, the last business day prior to the announcement of the Placing and Open Offer. Arden Partners has placed firm with institutional and other investors all of the6,140,351 Firm Placed Shares and has also conditionally placed all of the6,140,351 Open Offer Shares. The Open Offer Shares are subject to clawback tosatisfy valid applications from Qualifying Shareholders. The Open Offer provides Qualifying Shareholders with the opportunity to applyfor Open Offer Shares at the Issue Price pro rata to their holdings of ExistingOrdinary Shares as at the Record Date, on the basis of one New Ordinary Sharefor every 10.3 Existing Ordinary Shares, and so in proportion for any othernumber of Existing Ordinary Shares held. The Placing and Open Offer is conditional on the Placing Agreement becomingunconditional in all respects and not being terminated before 8.00 a.m. on 16October 2006 (or such later date as the Company and Arden Partners may agree). The New Ordinary Shares will, following allotment and issue, rank pari passu in all respects with the Existing Ordinary Shares, including entitlement to receivethe interim dividend of 3.0 pence per share in respect of the six months ended 30 June 2006, which will be paid by the Company on 12 January 2007 to Shareholders on the register at 15 December 2006. The New Ordinary Shares are expected to be admitted to listing on the Official List and to trading on the London Stock Exchange's market for listed securities at 8.00 a.m. on 16 October 2006. Extraordinary General Meeting The Company is required to obtain certain Shareholder approvals in order to implement the Placing and Open Offer. An Extraordinary General Meeting of the Company is being convened for 11.00 a.m. on 11 October 2006 at which resolutions will be proposed to increase the authorised share capital of the Company, to disapply pre-emption rights and to authorise the Directors to allot the New Ordinary Shares. Expected timetable of principal events Latest date for receipt of Application Forms and 3 October 2006payment in full under the Open Offer Latest date for receipt of Forms of Proxy for the 9 October 2006Extraordinary General Meeting Extraordinary General Meeting 11 October 2006 Dealings in New Ordinary Shares commence 16 October 2006 Note: unless the context requires otherwise, defined terms in this announcementhave the same meaning as in the prospectus which is today being sent to Hill & Smith Shareholders. Enquiries: Hill & Smith Holdings PLCDavid GroveGroup Chief ExecutiveTel: 0121 704 7430Mobile: 07973 325667 Arden Partners plcChristopher HardieTel: 020 7398 1639Mobile: 07796 343234 Freshwater PR and MarketingEdward CarterTel: 0121 633 7775Mobile: 07770 378097 This information is provided by RNS The company news service from the London Stock Exchange