RNS Number:6790W
H&T Group PLC
16 May 2007
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE IN OR INTO JURISDICTIONS OTHER THAN
THE UNITED KINGDOM
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to subscribe for, any ordinary
shares or any other securities, nor shall it (or any part of it), or the fact of
its distribution, form the basis of, or be relied on in connection with, any
contract relating thereto.
This summary should be read in conjunction with the full text of the following
announcement.
H&T Group plc
"H&T" or "the Group"
Proposed placing and Notice of EGM
H&T, the UK's leading pawnbroking business by size of pledge book, is pleased to
announce a conditional placing of in aggregate 3,600,000 new ordinary shares at
a price of 204 pence per share, raising #7 million, net of expenses for the
Company.
The proceeds will be used to finance the expansion of the Group's store estate,
in particular to fund acquisitions. To this end, the Company has recently
completed the acquisition of two stores and has agreed terms and exclusivity to
acquire a further four stores. In addition, terms are being progressed in
respect of four more stores.
A circular, which will include a Notice of EGM to be held at 10 a.m. on 11 June
2007, is expected to be posted to shareholders later today.
It is expected that the Placing Shares will be admitted to trading on AIM on 12
June 2007. The Placing is conditional upon:
* the approval of the Resolutions at the EGM;
* the Placing Agreement becoming unconditional in all respects and not
having been terminated in accordance with its terms; and
* Admission.
John Nichols, H&T Group CEO commented:
"H&T Group delivered a strong financial performance in 2006, with underlying
gross profit increasing by 18 per cent. The pawnbroking industry remains a very
fragmented market and the proposed fundraising will allow us to participate in
the consolidation process. This forms a key part of our current growth
strategy."
16 May 2007
For further information please contact:
H&T Group plc 0870 9022 600
John Nichols, Chief Executive
Hawkpoint Partners Limited 020 7665 4500
Lawrence Guthrie / Sunil Duggal
Numis Securities Limited 020 7260 1000
Oliver Hemsley / Charles Farquhar
College Hill Associates 020 7457 2020
Gareth David / Paddy Blewer
About H&T Group
H&T Group is the UK's leading pawnbroking business by size of pledge book. The
business was founded in 1897 and now has 78 outlets across the UK and
approximately 350 employees.
H&T Group's outlets offer a range of services including pawnbroking, prepaid
debit cards, cheque cashing and unsecured loans. H&T Group is also a retailer
of jewellery, both second-hand items sourced from its pawnbroking operations and
a relatively small number of new products brought in for re-sale.
H&T Group provides lending solutions designed to meet the financing needs of
individuals who may not satisfy the lending criteria of high street banks. As
these individuals are not adequately serviced by mainstream lenders, the
Directors believe that this represents an attractive niche market. The
Directors believe that H&T Group has developed strong client relationships
founded on its ability to reach lending decisions quickly and the emphasis on
customer service, evidenced by repeat business where a single item may be pawned
more than once. New customers are typically sourced through passing trade at
the Company's high street and shopping mall locations, introductions from
existing clients and advertising.
H&T Group's admission to AIM in May 2006 was accompanied by a #49 million
institutional placing of Ordinary Shares at 172 pence per share.
The Board of H&T wishes to draw the market's attention to the following letter
to shareholders from the Chairman of H&T Group plc, which is included in the
shareholder circular that will be sent today. Copies of this document will be
available free of charge until 11 June 2007 on the Company's website and at the
Company's registered office, which is located at Times House, Throwley Way,
Sutton, Surrey SM1 4AF, during normal business hours.
Definitions
The following definitions apply throughout this document and in the accompanying
form of proxy unless the context requires otherwise:
"Act" the Companies Act 1985, as amended;
"Admission" admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the rules for AIM companies and their nominated
advisers published by the London Stock Exchange
governing admission to, and the operation of, AIM (as
amended from time to time);
"Board or Directors" the directors of H&T Group whose names are set out on
page 5 of this document and "Director" shall mean any
one of them;
"Company" or "H&T" or "H&T Group" H&T Group plc;
"CREST" the computerised settlement system operated by CRESTCo
Limited which facilitates the transfer of shares;
"EGM" or "Extraordinary the extraordinary general meeting of H&T Group to be
held at" the offices of Numis at the London Stock
General Meeting Exchange Building,10 Paternoster Square, London EC4M
7LT at 10 a.m. on 11 June 2007, notice of which is set
out at the end of this document;
"Group" the Company and its subsidiaries;
"HMRC" HM Revenue and Customs;
"London Stock Exchange" London Stock Exchange plc;
"Option Schemes" the H&T Group plc Company Share Option Scheme and the H
&T Group plc 2006 Unapproved Share Option Scheme;
"Ordinary Shares" the ordinary shares of 5p each in the capital of the
Company;
"Placing" the proposed placing by Numis of the Placing Shares on
behalf of the Company at the Placing Price and on the
terms of the Placing Agreement;
"Placing Agreement" the conditional agreement dated 16 May 2007 between
Numis and the Company relating to the Placing, a
summary of which is set out in paragraph 4 of the
letter from the Chairman;
"Placing Price" 204p per Placing Share;
"Placing Shares" 3,600,000 new Ordinary Shares to be allotted pursuant
to the Placing;
"Resolutions" the resolutions to be proposed at the EGM, as set out
in the notice of EGM at the end of this document; and
"Shareholders" the holders of Ordinary Shares.
Letter from the Chairman H&T Group plc
(Incorporated and registered in England and Wales under the Companies Act 1985
with registered number 5188117)
Peter Middleton (Non-Executive Chairman) Registered Office:
John Nichols (Chief Executive) Times House
Laurent Genthialon (Finance Director) Throwley Way
Stephen Fenerty (Commercial Director) Sutton
Andrew Brown (Non-Executive Director) Surrey SM1 4AF
Peter McNamara (Non-Executive Director)
To Shareholders and, for information only, to holders of options under the
Option Schemes
16 May 2007
Dear Shareholder,
PROPOSED PLACING OF 3,600,000 NEW ORDINARY SHARES AND NOTICE OF EXTRAORDINARY
GENERAL MEETING
1. Introduction
H&T Group announced today a conditional placing of in aggregate 3,600,000 new
Ordinary Shares at a price of 204 pence per share. The Placing will raise
approximately #7 million, net of expenses, for the Company.
The Company intends to use the proceeds of the Placing to finance the expansion
of its store estate, in particular to fund the cash element of acquisitions and
the working capital required to grow these businesses. To this end, the Company
has recently completed the acquisition of two stores, has agreed key terms and
exclusivity to acquire a further four stores and terms are being progressed in
respect of an additional four stores.
Further details of the Placing and the other matters referred to above are set
out below.
The Placing Shares have been conditionally placed with institutions. Dealings in
these Placing Shares are expected to commence on AIM at 8 a.m. on 12 June 2007.
The Placing Shares are equivalent to approximately 11.43 per cent. of the
Company's existing issued share capital and will, when issued, represent
approximately 10.26 per cent. of the enlarged issued share capital.
Approval of the necessary authorities required for the allotment of the Placing
Shares pursuant to the Placing will be sought at an Extraordinary General
Meeting convened for 10 a.m. on 11 June 2007. The purpose of this document is to
provide shareholders with information on the Placing, and to convene the EGM at
which shareholders' approval will be sought for the Resolutions, as set out in
the notice of EGM at the end of this document.
2. Background to and reasons for the Placing
The National Pawnbroking Association estimates that there are approximately 800
pawnbroking stores in the UK. The market is highly fragmented with the four
largest chains only accounting for just over 200 stores. The Directors believe
the structure of the market and the Company's position within it mean that the
Company is well placed to make acquisitions to expand its geographical
footprint.
The Company maintains a list of potential store acquisitions and plans to
acquire at least ten stores during 2007. The Company's acquisition strategy is
principally asset driven, with assets consisting of a combination of pledgebook,
Pay Day Advance book and retail jewellery stock together with store fixtures and
fittings.
The Company seeks acquisitions which:
* are earnings accretive;
* are supportable by the Company's existing infrastructure; and
* do not adversely impact the financial performance of existing stores.
Following the acquisition of a store, the Company either continues trading from
the acquired premises or relocates to an alternative nearby site, which may be
one of the Company's existing stores.
So far during 2007, the Company has acquired two stores. The Company has agreed
key terms and exclusivity to acquire a further four stores. Terms are also being
progressed in respect of an additional four stores which are part of the
Company's wider target list of stores for acquisition
The Company intends to use the funds raised pursuant to the Placing to expand
its store estate and, in particular, to finance the cash consideration of the
acquisition opportunities and the working capital required to grow these
businesses.
3. Information on H&T Group
3.1 Overview
H&T Group is the UK's leading pawnbroking business by size of pledge book. The
business was founded in 1897 and now has 78 outlets across the UK and
approximately 350 employees.
H&T Group's outlets offer a range of services including pawnbroking, prepaid
debit cards, cheque cashing and unsecured loans. H&T Group is also a retailer of
jewellery, both second-hand items sourced from its pawnbroking operations and a
relatively small number of new products brought in for re-sale.
H&T Group provides lending solutions designed to meet the financing needs of
individuals who may not satisfy the lending criteria of high street banks. As
these individuals are not adequately serviced by mainstream lenders, the
Directors believe that this represents an attractive niche market. The Directors
believe that H&T Group has developed strong client relationships founded on its
emphasis on customer service, evidenced by repeat business where a single item
may be pawned more than once. New customers are typically sourced through
passing trade at the Company's high street and shopping mall locations,
introductions from existing clients and advertising.
H&T Group's admission to AIM in May 2006 was accompanied by a #49 million
institutional placing of Ordinary Shares at 172 pence per share.
3.2 Strategy
H&T Group's objective is to capitalise on its position as one of the UK's
largest pawnbrokers. It intends to continue growing the business through:
* expanding its geographical footprint through greenfield sites and store
acquisitions;
* establishing recently introduced products and services. The Directors believe
that H&T Group is well placed to capitalise on the growing awareness of prepaid
cards in the UK. The Company also intends to expand its portfolio of unsecured
products, using the Pay Day Advance and KwikLoan models to their best advantage.
In addition, the Company is continuing to appraise the trial of its secondary
brand, Get>Go; and
* developing new products and services. H&T Group has a track record for
developing new products and the Company intends to introduce new products to
attract new customers and provide additional services to the existing customer
base.
3.3 Current trading
The current financial year has started well and trading is in line with
management's expectations.
4. The Placing
The Company announced today that it was raising approximately #7 million, net of
expenses, through the placing of the Placing Shares. The Placing Price
represents a discount of approximately 2.63 per cent. to the closing mid-market
price of 2091/2p per Ordinary Share as at 14 May 2007, the latest
practicable date prior to the announcement of the Placing. The Placing Shares
will rank in full for all dividends and otherwise pari passu with the existing
Ordinary Shares.
It is expected that the Placing Shares will be admitted to trading on AIM on 12
June 2007. The Placing is conditional upon:
* the approval of the Resolutions at the EGM;
* the Placing Agreement becoming unconditional in all respects and not having
been terminated in accordance with its terms; and
* Admission.
The Placing is to be effected on behalf of the Company by Numis on the terms of
the Placing Agreement. The Placing Agreement provides for Numis to use its
reasonable endeavours to procure subscribers for the Placing Shares and to the
extent that it does not procure such subscribers, to subscribe for such Placing
Shares itself. These obligations are subject to certain conditions including
those listed above.
In consideration of their services in connection with the Placing, the Company
will pay to Numis a commission of an amount equal to 2 per cent. of the
aggregate value, at the Placing Price, of the Placing Shares. The Placing
Agreement contains warranties given by the Company with respect to its business
and the Group and certain matters connected with the Placing. In addition, the
Company has given indemnities to Numis in connection with the Placing and Numis'
performance of services in relation to the Placing. Numis is entitled to
terminate the Placing Agreement in specified circumstances.
The Placing Shares represent approximately 10.26 per cent. of the enlarged
issued ordinary share capital of the Company following the Placing.
5. Directors' Shareholdings
The Directors will not be subscribing for any shares pursuant the Placing. The
beneficial and non-beneficial interests of the Directors (not including
unexercised options over the Ordinary Shares) on the date of this document and
following the Placing are set out below:
Director Current number of Ordinary Shares Interests after the Placing as a
percentage of the enlarged issued
share capital
Peter Middleton 12,000 0.03
John Nichols* 1,400,000 3.99
Laurent Genthialon** 800,000 2.28
Stephen Fenerty*** 400,000 1.14
Andrew Brown 12,000 0.03
Peter McNamara 12,000 0.03
* John Nichols has a beneficial interest in options granted over 87,397 Ordinary
Shares under the Option Schemes
** Laurent Genthialon has a beneficial interest in options granted over 63,287
Ordinary Shares under the Option Schemes
*** Stephen Fenerty has a beneficial interest in options granted over 51,233
Ordinary Shares under the Option Schemes
6. Extraordinary General Meeting and action to be taken
A notice convening the EGM to be held at the offices of Numis at the London
Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT at 10 a.m. on 11
June 2007 is set out at the end of this document. The Resolutions to be proposed
at the EGM are to empower the Directors to allot equity securities for cash and
to do so otherwise than in accordance with the Shareholders' statutory
pre-emptory provisions, as set out in the Act, in connection with the Placing.
The authority given to the Directors to allot further shares in the capital of
the Company requires the prior authorisation of the Shareholders at a general
meeting under section 80 of the Act. Upon the passing of Resolution 1 the
Directors will have authority to allot certain of the unissued ordinary share
capital of the Company up to an aggregate nominal amount of #524,214.70,
representing approximately 29.88 per cent. of the issued ordinary share capital
of the Company as enlarged by the issue of the Placing Shares. This authority
will expire immediately following the annual general meeting of the Company in
2008 or on 11 September 2008, whichever is the earliest.
Upon the passing of Resolution 2, the Directors will have the power under
section 95 of the Act. to allot, for cash, Ordinary Shares up to a maximum
aggregate nominal amount of #87,714.25, representing approximately 5 per cent.
of the issued ordinary share capital of the Company as enlarged by the issue of
the Placing Shares, without being required first to offer such securities to
Shareholders in accordance with statutory pre-emption rights. This authority
will expire immediately following the annual general meeting of the Company in
2008 or on 11 September 2008, whichever is the earliest.
While the Directors have no present intention to allot any Ordinary Shares
pursuant to the authorities proposed to be granted to them at the EGM, save for
the allotment of the Placing Shares, the rights described above would provide
flexibility for raising additional funds or making acquisitions should further
suitable opportunities arise.
A form of proxy for use by Shareholders in connection with the EGM is enclosed
with this document. Whether or not you propose to attend the EGM in person, you
are requested to complete the form of proxy in accordance with the instructions
printed on it and to return it to the Company's registrars, Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex, BN99 6ZL, as soon as possible
and in any event so as to arrive no later than 10 a.m. on 9 June 2007.
Completion and return of the form of proxy will not preclude you from attending
the EGM and voting in person should you so wish.
7. Responsibility
The Directors of the Company, whose names appear on page 5, accept
responsibility for the information contained in this document including
individual and collective responsibility for compliance with the AIM Rules. 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 contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information.
8. Recommendation
The Directors consider the terms of the Placing to be fair and reasonable
insofar as the Shareholders are concerned and in the best interests of the
Company and accordingly unanimously recommend that you vote in favour of the
Resolutions at the EGM as they intend to do in respect of their own holding of
Ordinary Shares, representing 2,636,000 Ordinary Shares, being approximately
8.37 per cent. of the Company's current issued ordinary share capital.
Yours faithfully,
Peter Middleton
Chairman
This announcement is not for release, publication or distribution, in whole or
in part, in or into jurisdictions other than the United Kingdom (the "Prohibited
Territories"). The new ordinary shares have not been and will not be registered
under the applicable securities laws of any of the Prohibited Territories and,
unless an exemption under such laws is available, may not be offered for sale or
subscription or sold or subscribed directly or indirectly within the Prohibited
Territories or for the account or benefit of any national, resident or citizen
of any of the Prohibited Territories.
Hawkpoint Partners Limited ("Hawkpoint"), which is authorised in the United
Kingdom by the Financial Services Authority, is the Company's nominated adviser
and is acting exclusively for the Company in respect of the Placing and
Admission. Hawkpoint is not acting for any other person in relation to the
matters referred to in this document and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of the
Company or for giving advice in relation to the matters referred to in this
document.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Services Authority is the Company's broker and
is acting exclusively for the Company in relation to the Placing. Numis is not
acting for any other person in connection with the matters referred to in this
document and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of the Company or for giving
advice in relation to the matters referred to in this document.
This announcement does not constitute an offer of, or the solicitation of any
offer to subscribe for or buy, any of the new ordinary shares to any person in
any jurisdiction to whom or in which such offer or solicitation is unlawful.
The distribution of this announcement in certain jurisdictions may be restricted
by law and therefore persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEIIFIDEIIRLID
H&t (LSE:HAT)
Historical Stock Chart
From Jun 2024 to Jul 2024
H&t (LSE:HAT)
Historical Stock Chart
From Jul 2023 to Jul 2024
