NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
11 September 2020
RECOMMENDED CASH OFFER
HML HOLDINGS PLC
BDB NOMINEE COMPANY LIMITED
(formed at the direction of Harwood Capital LLP (“Harwood Capital”))
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
On 21 August 2020, BDB Nominee Company Limited (“BDB Nominee”) made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of HML Holdings plc (“HML” or the “Company”). Under the terms of the Offer, HML Shareholders will receive, for each HML Share held, 37.5 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the “Offer Document”) was posted to HML Shareholders on 21 August 2020.
BDB Nominee announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance for a further 14 days until 1.00 p.m. (London time) on 25 September 2020.
Level of acceptances
BDB Nominee announces that as at 1.00 p.m. (London time) on Friday, 11 September 2020, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 34,563,644 HML Shares, representing approximately 75.15 per cent. of HML’s existing issued ordinary share capital, which BDB Nominee may count towards the satisfaction of the acceptance condition of the Offer. So far as BDB Nominee is aware, none of these acceptances have been received from persons acting, or deemed to be acting, in concert with BDB Nominee for the purposes of the Offer, other than in respect of, in aggregate, 6,925,000 HML Shares currently held by Harwood Private Equity V L.P. (“HPE V”), which HPE V acquired from Oryx International Growth Fund Limited and Harwood Capital Nominees Limited (together, the “Existing Harwood Investors”), as announced by BDB Nominee on 1 September 2020.
Prior to the announcement of the Offer, BDB Nominee had received irrevocable undertakings to accept (or procure acceptance of) the Offer from the HML Directors who hold or control HML Shares. BDB Nominee had also received irrevocable undertakings from certain institutional and other HML Shareholders and from the Existing Harwood Investors.
Together, these irrevocable undertakings related to, in aggregate, 23,401,850 HML Shares, representing approximately 50.88 per cent. of the existing issued ordinary share capital of HML. Valid acceptances have been received in respect of all the HML Shares which were the subject of such irrevocable undertakings.
Accordingly, the total number of HML Shares in respect of which valid acceptances of the Offer have been received is 34,563,644 HML Shares, representing approximately 75.15 per cent. of HML’s existing issued share capital.
Save as disclosed in this announcement, neither BDB Nominee nor the BDB Nominee Directors nor any person acting, or deemed to be acting, in concert with BDB Nominee for the purposes of the Offer has any interest in relevant securities of HML, or holds any right to subscribe for any relevant securities of HML, or holds any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, in any relevant securities of HML, or is party to any agreement to sell or to deliver any relevant securities of HML, or holds any right to require another person to purchase or take delivery of any relevant securities of HML, or has during the Offer Period borrowed or lent any relevant securities of HML.
Settlement of consideration
Settlement of the consideration to which any HML Shareholder is entitled under the Offer is expected to be dispatched (or credited through CREST) to validly accepting HML Shareholders: (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraph 13 of the letter from BDB Nominee and Harwood Capital to HML Shareholders set out in Part II of the Offer Document.
Cancellation of admission to trading on AIM and compulsory acquisition
As stated in the Offer Document, BDB Nominee confirms that, since it holds or has received valid acceptances in respect of HML Shares carrying more than 75 per cent. of the voting rights attaching to the ordinary share capital of HML, it intends to take steps to procure, as soon as practicable, the making of an application by HML to the London Stock Exchange plc for the cancellation of admission to trading of HML Shares on AIM and a further announcement will be made giving at least 20 Business Days’ notice prior to the anticipated cancellation of admission to trading on AIM. It is also anticipated that, after the cancellation of admission, HML will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.
If BDB Nominee receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the HML Shares by nominal value to which the Offer relates and 90 per cent. or more of the voting rights carried by HML Shares to which the Offer relates, BDB Nominee intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act to acquire compulsorily the remaining HML Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer.
HML Shareholders are strongly recommended to accept the Offer as the cancellation of admission to trading of HML Shares on AIM will significantly reduce the liquidity and marketability of any HML Shares in respect of which the Offer has not been accepted at that time.
Further acceptance of the Offer
The Offer will remain open for acceptance for a further 14 days until 1.00 p.m. (London time) on 25 September 2020. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer is otherwise due to expire or such later time and date as the Panel may agree.
HML Shareholders who wish to accept the Offer, but who have not yet done so, in respect of HML Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance along with valid share certificate(s) and/or any other relevant documents of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours and by appointment only) to Share Registrars at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as possible.
HML Shareholders who wish to accept the Offer, but who have not yet done so, in respect of HML Shares held in uncertificated form (that is, in CREST), should read paragraph 12 of the letter from BDB Nominee and Harwood Capital to HML Shareholders set out in Part II of the Offer Document and Part E of Appendix I to the Offer Document and follow the procedure for Electronic Acceptance set out therein so that the TTE instruction settles as soon as possible.
HML Shareholders who hold their HML Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear.
Copies of the Offer Document and additional Forms of Acceptance are available, free of charge, by contacting Share Registrars on 01252 821 390 or by writing to Share Registrars at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR stating your name, and the address to which the hard copy version(s) should be sent. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls to the helpline will be charged at your network provider’s standard rates and calls from outside the United Kingdom will be charged at applicable international rates. Please note that due to COVID-19 the Registrar’s office is operating with a reduced staff and you may be asked to leave a message
so that you can be called back. Alternatively, you can email the Registrar at email@example.com. Calls may be recorded and randomly monitored for security and training purposes. Please note that Share Registrars cannot provide advice on the merits of the Offer nor give any financial, tax, investment or legal advice. HML Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent to you but you may request them.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the website of HML at www.hmlgroup.com/takeover-documentation/ while the Offer remains open for acceptance. For the avoidance of doubt, the contents of the website referred to above are not incorporated into and do not form part of this announcement.
BDB Nominee Company Limited
Jeremy Brade, Director
Tim Sturm, Director
Tel: +44 (0)207 640 3200
Strand Hanson Limited
(Financial Adviser to BDB Nominee and Harwood Capital)
Stuart Faulkner/Matthew Chandler
Jack Botros/James Dance
Tel: +44 (0)207 409 3494
HML Holdings plc
Alec Guthrie, Chief Executive Officer
James Howgego, Chief Financial Officer
Tel: +44 (0)20 8439 8529
(Financial and Rule 3 Adviser, Nominated Adviser and Broker to HML)
Tel: +44 (0)20 7220 0500
Tavistock Communications Group
(Financial PR adviser to HML)
Tel: +44 (0)20 7920 3150
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to BDB Nominee and Harwood Capital and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BDB Nominee and Harwood Capital for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise.
finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to HML and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than HML for providing the protections afforded to clients of finnCap Ltd nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither finnCap Ltd nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap Ltd in connection with this announcement, any statement contained herein or otherwise.
HML SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF HML SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.
The availability of the Offer and release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules).
Unless otherwise determined by BDB Nominee or required by the Code, and permitted by applicable law and regulation, the Offer is not being made available directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in such jurisdictions. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders are contained in the Offer Document.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on HML’s website at www.hmlgroup.com/takeover-documentation/ by no later than 12.00 noon (London time) on the Business Day following this announcement.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.