Last checked at 12 Aug 2016 07:00
12 August 2016
Speedy Hire Plc
("Speedy" or the "Company")
Notice of General Meeting: Publication of Shareholder Circular
Speedy responds to the Resolutions proposed by Morgan Stanley Client Securities Nominees Limited (as nominee of and on the instructions of Toscafund Asset Management LLP)
The unanimous recommendation of the Independent Board is to vote AGAINST the Resolutions
Following the announcement made by Speedy on 25 July 2016 confirming receipt of a notice requisitioning a general meeting of the Company from Morgan Stanley Client Securities Nominees Limited (as nominee of and on the instructions of Toscafund Asset Management LLP), the Company is today publishing a circular to Shareholders ("Circular") containing, inter alia:
· a letter from the Independent Board to Shareholders setting out the reasons why the Independent Board unanimously and strongly recommends that Shareholders vote AGAINST the Resolutions; and
· notice of a General Meeting to be held at 11.00 a.m. on 9 September 2016 at the offices of Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ at which the Resolutions will be put before the Shareholders.
In summary, the letter:
· explains why, contrary to the view of Toscafund, it would not be in the best interests of all Shareholders to seek a combination with HSS at this time;
· confirms that the recovery plan, which was developed and implemented by Jan Åstrand and Russell Down, has stabilised the business and that revenue is now growing. For the four months ended 31 July 2016 total pre-disposal revenue, on a like for like basis, is ahead of the prior year. Overhead costs are lower than the comparative period; and
· reports that, as always intended following the stabilisation of the business and strengthening of the Board, Jan Åstrand will revert to the role of non-executive Chairman. This he will do on 30 September 2016, being Speedy's financial half year end.
For a detailed explanation of the reasons for the Independent Board's recommendation that Shareholders vote against the Resolutions, please refer to the Circular.
For the purposes of Rule 2.8 of the Takeover Code, Speedy continues to have no intention of making an offer for HSS.
All terms used within this announcement will have the same meaning as applied within the Circular and are defined at the end of this announcement.
The Circular will be posted to Shareholders today, 12 August 2016. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm and on the Company's website at http://investors.speedyservices.com/investors/shareholder-information/general-meeting-information/
The timetable for the General Meeting is as follows:
Event | Date |
Latest time and date for receipt of Form of Proxy from Shareholders | 11.00 a.m. on 7 September 2016 |
Voting Record Time for the General Meeting | 6.30 p.m. on 7 September 2016 |
Time, date and location of the General Meeting | 11.00 a.m. on 9 September 2016 at the offices of Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ |
Enquiries:
Instinctif Partners Tel: 020 7457 2020
Mark Garraway
Helen Tarbet
Definitions:
The following definitions apply throughout this announcement unless the context otherwise requires:
"Company" or "Speedy" | Speedy Hire Plc, a public limited company registered in England and Wales with registered number 927680 |
"General Meeting" | the general meeting of the Company to be held at 11.00 a.m. on 9 September 2016 (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the Resolutions |
"HSS" | HSS Hire Group plc, a public limited company in England and Wales with registered number 09378067 |
"Independent Board" | comprising Robert Contreras, Robert Barclay, Russell Down and Chris Morgan, the Directors not having a direct or indirect interest that conflicts with, or may conflict with, the recommendation to be given to Shareholders as to how to vote in respect of the Resolutions proposed by Morgan Stanley Client Securities Nominees Limited (as nominee of and on the instructions of Toscafund Asset Management LLP) |
"Resolutions" | the ordinary resolutions to be proposed at the General Meeting (and set out in the Notice contained in the Circular): · to remove Jan Åstrand as a director of the Company; and
· to replace him with David Shearer
|
"Shareholder" | the holders of Shares from time to time |
"Shares" | the ordinary shares of 5 pence each in the capital of the Company, having the rights set out in the articles of association of the Company |
"Takeover Code" | the City Code on Takeovers and Mergers as from time to time interpreted by the Panel on Takeovers and Mergers |
"Toscafund"
| Toscafund Asset Management LLP, a limited liability partnership registered in England and Wales with registration number OC320318 |
Notes:
Inside Information: This announcement contains inside information.
Notes to Editors: Founded in 1977, Speedy is the UK's leading provider of tools, equipment and plant hire services to a wide range of customers in the construction, infrastructure and industrial markets, as well as to local trade and industry. Speedy provides complementary support services through the provision of training, asset management and compliance services. Speedy is accredited nationally to ISO50001, ISO9001, ISO14001 and OHSAS18001. The Group operates from 206 fixed sites across the UK and Ireland together with a number of on-site facilities at client locations throughout the UK, Ireland and from an international office based in Abu Dhabi.