RNS Number:9039T
Hercules Property Services PLC
10 November 2000
HERCULES PROPERTY SERVICES PLC
PROPOSED ACQUISITION OF FMW GROUP LIMITED
Placing and Open Offer to raise #19.5 million net of expenses
Hercules, the property services group, today announces that it has entered
into a conditional agreement to acquire FMW Group Limited ("FMW"), which owns
FARR, a leading UK property insurance broker, for approximately #22 million.
At Completion, a company controlled by some of the Vendors is buying back
Corporate Risks, a division of FIIB, a subsidiary of FMW, for #3 million.
Highlights
- Hercules announces a Placing and Open Offer to raise #19.5 million (net of
expenses) to fund the acquisition of FMW.
- All qualifying shareholders on the Hercules' register of Shareholders at 3
November 2000 will be entitled to subscribe for Open Offer Shares at 460
pence per share on the basis of: 1 Open Offer Share for every 4 Ordinary
Shares held.
Reasons for the Acquisition
FARR is a Chelmsford based property insurance broker offering a wide range of
insurance services to the UK Housing Association and Registered Social
Landlord ("RSL") market. There are currently circa 1,375 RSL's in England,
which vary in size from small associations to landlords with more than 40,000
homes.
The Directors believe that the principal benefits of the Acquisition for
Hercules are:
- that FARR is an established, profitable business, the activities of which
will strengthen and broaden the insurance services provided by the Enlarged
Group;
- that the RSL sector is growing owing to the Government announcing higher
grant rates to facilitate increased development;
- that some RSL's are diversifying into the management of stock for
organisations such as NHS Trusts and Universities and that some are
competing with the private sector in areas such as private market renting;
- increased recurring revenue for the Enlarged Group;
- it represents an opportunity for Hercules to develop further its
portfolio of property-related services;
- strengthened management of the Enlarged Group's insurance business through
the addition of the FMW Group's (excluding Corporate Risks) experienced
management team;
- cost savings which may be extracted, inter alia, from a combination of some
of the operations of Deacon (the Hercules Group's existing property
insurance intermediary business) and the FMW Group;
- greater purchasing power in the insurance arm of the Enlarged Group's
business, potentially creating the possibility of the Enlarged Group
extracting improved terms from its insurance wholesalers;
- increased cross-selling opportunities to existing clients of both the FMW
Group and the Hercules Group companies; and
- a substantially strengthened salesforce, which will be available to promote
the insurance products of the Hercules Group's existing operations.
Larry Lipman, chairman of Hercules, commented:
"This acquisition will make Hercules one of the dominant players operating in
this niche of the UK property insurance market. It will substantially increase
the property assets insured by the Group and enable us to gain a strong
foothold in the fast growing housing association sector, which is underpinned
by the Government's continuing commitment to provide more affordable housing.
"FARR offers excellent synergies and opportunities for the other Group
companies and we expect there will be plenty of cross selling opportunities
within the Enlarged Group."
For further information:
Larry Lipman Hercules Property Services PLC 020 8202 7276
Jagjit Mundi Investec Henderson Crosthwaite 020 7597 5970
Stephanie Highett GCI Financial Group 020 7398 0800
HERCULES PROPERTY SERVICES PLC
PROPOSED ACQUISITION OF FMW GROUP LIMITED
Placing of 4,521,739 new Ordinary Shares at 460p each incorporating an open
offer of 2,441,070 new Ordinary Shares on the basis of 1 new Ordinary Share
for every 4 existing Ordinary Shares
Introduction
Hercules announces that it has entered into a conditional agreement to acquire
FMW, which owns FARR, a UK property insurance intermediary. The gross
consideration payable for the Acquisition (including the amount required to
pay off the bank debt owed by the FMW Group) will be approximately #22
million. The consideration will be satisfied as to #2 million through the
issue of the Consideration Shares at a price of 487.8p per share and as to the
balance through a mixture of cash and cash backed loan notes.
The cash required by the Company to complete the Acquisition of approximately
#21.3 million (including expenses incurred in connection with the Proposals of
approximately #1.3 million) is to be funded by the existing cash resources of
the Group and the proceeds of the Placing and the Open Offer which will be
carried out simultaneously with the Acquisition to raise approximately #19.5
million (net of expenses). At Completion a new company in which some of the
Vendors are interested will acquire Corporate Risks, a division of FIIB,
involved in general commercial broking, from the FMW Group for #3 million in
cash and will indemnify the FMW Group against all related liabilities.
The Directors also propose to introduce a long term incentive plan, which they
believe is necessary in order to incentivise and retain the executive
directors.
Application has been made for the new Ordinary Shares to be admitted to the
Official List and to trading on the London Stock Exchange's market for listed
securities. If the Special Resolution is approved, it is expected that
Admission will become effective and that dealings will commence on 8 December
2000. The new Ordinary Shares will be issued credited as fully paid and will,
on issue, rank pari passu with the existing Ordinary Shares, save that they
will not rank for the final dividend in respect of the year ended 30 June
2000.
The Acquisition
Hercules has entered into a conditional agreement to acquire FMW, a holding
company which owns FIIB and a number of dormant subsidiaries. The two main
trading divisions of FIIB are FARR, an established housing association
intermediary business, and Corporate Risks, a general commercial broker. FIIB
will sell back the Corporate Risks business to a company controlled by some of
the Vendors for #3 million at Completion. In addition, the purchaser of
Corporate Risks will assume responsibility for all the liabilities related to
that business and it, together with the Vendors, will indemnify FIIB against
such liabilities.
Information on the FMW Group
Background
FARR is a property insurance broker involved in the UK Housing Association and
RSL market. FARR has 29 employees and 3 directors who are based in Chelmsford,
Essex.
UK Housing Associations and other RSLs
UK Housing Associations and other RSLs exist to provide affordable housing for
people on low incomes or with special needs. UK Housing Associations are
either charities, charitable industrial and provident societies or industrial
and provident societies, and all operate on a not-for-profit basis. There are
around 1,375 RSLs in England. RSLs vary in size from small associations to
landlords with more than 40,000 homes.
The RSL sector is growing for a combination of reasons:-
- The Government has recently announced higher grant rates to facilitate
increased development.
- The Government has continued and increased the transfer programme that was
begun by the Conservative Government in 1988. The DETR has budgeted for
200,000 units to transfer each year.
- Some RSLs are diversifying into the management of stock for organisations
such as NHS Trusts and universities.
- Some RSLs are competing with the private sector in areas such as private
market renting.
The Business of FARR
FARR offers a range of services to the UK Housing Association and RSL market.
The key areas are:
- The provision of property insurance broking services including directors'
and officers' liability insurance, buildings insurance and ancillary
insurance. These consist of a range of covers, some of which are
underwritten on binding authority agreements.
- Scheme products and services have also been developed which are offered to
FARR's clients and other RSLs. These include RSL Environmental (a five year
environmental policy) and risk management and training services.
- Schemes are also offered to the tenants of RSLs. These include tenants'
contents schemes with RSLs and local authorities. Additionally, FARR
operates redundancy and building defects schemes.
FARR's insurance facilities are underwritten by a number of large insurance
companies such as Norwich Union, Royal & Sun Alliance, Allianz Cornhill and
CGU.
Corporate Risks
Corporate Risks is a commercial broker. It transacts business for a range of
commercial organisations. Corporate Risks covers general insurance and has a
particular strength in transport and logistics, and operates from offices in
Chelmsford, Essex.
The summary financial information on the FMW Group (excluding Corporate Risks
- see note below table) for the three years ended 31 December 1999 and the six
months ended 30 June 2000 is set out below.
Year ended Year ended Year ended Six months
31 December 31 December 31 December Ended
1997 1998 1999 30 June
2000
#'000 #'000 #'000 #'000
------------------------------------------------------------------------------
-------------------------------------------------------------
Turnover 2,928 3,443 4,104 3,570
Direct operating expenses (1,207) (1,455) (1,291) (541)
1,721 1,988 2,813 3,029
Indirect operating expenses
- normal (1,951) (2,459) (2,614) (1,530)
Indirect operating expenses
- exceptional --- (466) --- ---
------------------------------------------------------------------------------
-----------
Total indirect operating
expenses (1,951) (2,925) (2,614) (1,530)
Operating (loss)/profit
- Continuing activities (230) (937) 199 1,499
Note:
The indirect operating expenses disclosed above include overheads attributable
to Corporate Risks, which will not be part of the Group after Completion.
Under the terms of the Transitional Services Agreement (referred to below)
annualised overheads will be #100,000. The Directors believe that the
overheads (namely indirect operating expenses) will not be materially
different from this level.
Shareholders should note that the great majority of annual revenue has
historically been generated in the months of March and April due to the timing
of client renewal receipts. Accordingly, the Directors expect that Farr's
revenues in the period from 1 July 2000 to 31 December 2000 will be
considerably lower than in the six months ended 30 June 2000.
Terms of the Acquisition
The Acquisition Agreement provides that the gross consideration payable for
the Acquisition (including the amount required to pay off the bank debt owed
by the FMW Group) will be approximately #22 million, subject to the following
material adjustments:
- The consideration will be reduced # for # by the amount of bank debt
(estimated to be #2.6 million) which the FMW Group owes on Completion;
- The consideration will be adjusted # for # (upwards or downwards) by the
amount by which the net current assets of the FMW Group (excluding Corporate
Risks) at Completion shall be more or less than #250,000; and
- The consideration will also be subject to a reduction of six times the
amount, if any, by which the earnings before interest payable and tax of the
FMW Group (excluding Corporate Risks) for the period from 1 January 2000
until Completion shall be less than #3.1 million. There is no limit to this
reduction.
The consideration is to be satisfied by a combination of the Consideration
Shares, cash and cash backed loan notes. The consideration to be paid at
Completion (after paying off the bank debt) will be satisfied by a payment of
approximately #2 million in cash, approximately #15.4 million by the issue of
cash backed loan notes (which will be guaranteed by Barclays Bank plc) and #2
million by the issue of 410,005 Consideration Shares at a price of 487.8p per
share.
The Consideration Shares will be issued credited as fully paid and will, on
issue, rank pari passu in all respects with the existing Ordinary Shares, save
that they will not rank for the final dividend in respect of the year ended 30
June 2000. The Consideration Shares will represent approximately 2.8 per cent.
of the existing Ordinary Shares and will represent approximately 4.2 per cent.
of the enlarged issued ordinary share capital of the Company on Admission.
The Vendors are giving warranties, covenants and indemnities of the kind
normally present in a share purchase agreement. It has been agreed that the
Company will have a right of set off for any claims it may have under the
Acquisition Agreement prior to 1 December 2002 against 75 per cent. of the
loan notes (approximately #11.5 million) which are issued as part of the
consideration. Pending the determination of any claim, a corresponding amount
will be paid into an escrow account and the amount payable under the loan note
reduced accordingly. The Acquisition Agreement also contains limited rights
for either party to terminate it if a material claim arises before Completion.
At Completion, the FMW Group will sell Corporate Risks to a new company in
which some of the Vendors are interested for a consideration of approximately
#3 million. The Vendors have agreed to indemnify the FMW Group against any
liabilities which the FMW Group will incur in relation to Corporate Risks. The
sale of Corporate Risks is conditional on the Acquisition. There is no
circumstance in which the Group will retain the Corporate Risks business.
At Completion, FIIB will enter into an agreement with a new company in which
some of the Vendors are interested which is to purchase Corporate Risks
pursuant to which that company will agree to provide certain administrative
services in relation to FARR (the "Transitional Services Agreement"). These
services include the administration of the payroll and payments due to and by
FARR as well as production of management accounts (and associated
information). The fees for these services will be calculated at the rate of
#100,000 per annum. The Transitional Services Agreement is for a period of 9
months and is terminable by Hercules on 3 months' notice.
The Acquisition is conditional, inter alia, on the passing of the Special
Resolution and on Admission.
Reasons for the Acquisition
The Company believes that the Acquisition represents an exciting opportunity
for the Hercules Group to further develop its portfolio of property-related
services. The Directors believe that the principal benefits of the Acquisition
for Hercules will include:
- the acquisition of an established, profitable business, the activities of
which will substantially strengthen and broaden the insurance services
provided by the Enlarged Group;
- increased cross-selling opportunities to existing clients of both the FMW
Group and the Hercules Group companies;
- greater purchasing power in the insurance arm of the Enlarged Group's
business, potentially creating the possibility of the Enlarged Group's
extracting improved terms from its insurance wholesalers;
- increased recurring revenue for the Enlarged Group;
- cost savings which may be extracted, inter alia, from a combination of some
of the operations of Deacon (the Hercules Group's existing property
insurance intermediary business) and the FMW Group (excluding Corporate
Risks);
- strengthened management of the Enlarged Group's insurance business through
the addition of the FMW Group's (excluding Corporate Risks) experienced
management team to Deacon's existing management; and
- a substantially strengthened salesforce, which will be available to promote
the products of the Hercules Group's existing operations.
The Directors expect the Acquisition to be earnings enhancing for Hercules in
the current year. This statement should not be taken to mean that the future
earnings per share of Hercules will necessarily be greater than our historic
earnings per share.
The integration of the FMW Group
The operations of the FMW Group will, following Completion, remain in
Chelmsford. The administrative functions will shortly be consolidated with
those of Deacon in Bournemouth. The Directors believe that this transitional
period will facilitate integration of the two businesses. The FMW brand will
be retained alongside that of Heritage and Deacon, as the Directors believe
that it is well-known in the industry and has an established reputation for
quality.
Three key members of the FMW management team namely Ortho Barnes, Huw Thomas
and Mark Evans, have agreed to enter into new full-time service agreements
with the FMW Group on Completion. In addition, Mr Paul Gravatt has agreed to
continue in a part time employed basis.
The financial results of the FMW Group will be consolidated into the Hercules
Group's accounts from the date of Completion.
Details of the Placing and the Open Offer
General
The Company is proposing to raise approximately #20.8 million gross
(approximately #19.5 million net of expenses) through the Placing and the Open
Offer, which have been fully underwritten by Investec Bank. The net proceeds
of the Placing and the Open Offer will be used to fund the Acquisition.
The Placing Shares, in aggregate, will represent approximately 46.3 per cent.
of the existing Ordinary Shares and will represent approximately 30.8 per
cent. of the enlarged issued ordinary share capital of Hercules on Admission.
The Placing and the Open Offer are conditional, inter alia, on:
(a) the passing of the Special Resolution;
(b) the Placing and Open Offer Agreement becoming unconditional, save for
Admission, by no later than 8 December 2000 (or such later date, being
not later than 22 December 2000 as the Company and Investec Bank may
agree) and not having been terminated in accordance with its terms;
(c) the Acquisition Agreement being completed in accordance with its terms
(save for the payment of the consideration and subject to Admission); and
(d) Admission.
The Placing
Pursuant to the Placing, which has been arranged by Investec Henderson
Crosthwaite as agent for the Company, the Placing Shares have been
conditionally placed with institutional and certain other investors at the
Issue Price.
Of the Placing Shares, 2,080,669 are being placed firm pursuant to the Firm
Placing and are not being offered to Shareholders.
The Placing Shares will be issued credited as fully paid and will, on issue,
rank pari passu with the existing Ordinary Shares, save that they will not
rank for the final dividend in respect of the year ended 30 June 2000. No
temporary documents of title will be issued.
The Open Offer
Investec Henderson Crosthwaite, as agent for the Company, has conditionally
placed the Open Offer Shares with institutional and certain other investors at
the Issue Price subject to recall (save for those Open Offer Shares in respect
of which irrevocable undertakings not to take up have been received, as
described below) to satisfy valid applications by Qualifying Shareholders
pursuant to the Open Offer.
Qualifying Shareholders are invited by Investec Henderson Crosthwaite, as
agent for the Company, to subscribe under the Open Offer for the Open Offer
Shares at the Issue Price free of expenses, pro rata to their existing
shareholdings, on the basis of
1 Open Offer Share for every 4 existing Ordinary Shares
held on the Record Date and so in proportion for any greater or smaller number
of existing Ordinary Shares then held. The amount due in respect of each
application for Open Offer Shares is payable in full on application.
Entitlements to Open Offer Shares will be rounded down to the nearest whole
Open Offer Share. Fractional entitlements will not be allotted to Qualifying
Shareholders but will be aggregated and placed for the benefit of the Company
under the terms of the Placing and Open Offer Agreement. The maximum
entitlement of a Qualifying Shareholder is indicated on the Application Form
which is personal to the Qualifying Shareholder(s) named on the form.
Applications for Open Offer Shares in excess of such maximum entitlement will
be treated as applications for the maximum pro rata entitlement. Any Open
Offer Shares not taken up under the Open Offer will be subscribed for pursuant
to the terms of the Placing and otherwise in accordance with the Placing and
Open Offer Agreement. The Application Form is personal to Shareholders and may
only be transferred to satisfy bona fide market claims. The Open Offer will
close at 3.00 p.m. on 1 December 2000.
Current trading and prospects
The Hercules Group's trading in the current financial year is in line with the
Company's expectations and will reflect the impact of a full 12 months
contribution from Deacon. In addition, the FMW Group's trading in the four
months up to and including September 2000 was, in the opinion of the Vendors,
satisfactory. In light of this, and of the potential benefits of the
Acquisition referred to above, the Directors are enthusiastic about the future
financial and trading prospects of the Enlarged Group.
The Board were pleased to welcome Robert Plumb to the Board early last month.
Robert will be a key figure in the management of the business going forward.
The Company entered into a contract with Automobile Association Services
Limited on 20 September 2000 to purchase 29, The Broadway, Stanmore for a
consideration of #2.6 million in cash. This property will be used as the
headquarters of the Group.
Information on the Hercules Group
Hercules is a fully-listed property services company currently capitalised at
approximately #47 million. Its principal operating divisions are:
- Deacon - property insurance intermediary
- DGA - residential ground rent managing agent
- Dunlop Heywood - commercial property consultant, agent, valuer and manager
- Harman Healy - auctioneer, commercial property manager, valuer and surveyor
- Simmonds - chartered surveyor, valuer, residential property managing agent.
The summary financial information on the Hercules Group is set out below.
Year ended Year ended Year ended
30 June 2000 30 June 1999 30 June 1998
#'000 #'000 #'000
------------------------------------------------------------------------------
-----------------------------------------
Turnover 31,512 15,561 7,095
Operating profit 6,098 3,973 2,716
Profit before taxation 5,201 3,654 2,650
Taxation (1,775) (1,125) (886)
Profit after taxation 3,426 2,529 1,764
Share undertakings
Larry Lipman has irrevocably undertaken to the Company that he will not take
up those of the Open Offer Shares to which he is entitled under the Open
Offer. Such Open Offer Shares, being 12,938 of the Open Offer Shares, have
been conditionally placed firm by Investec Henderson Crosthwaite (as agent for
the Company) with institutional and certain other investors. Paul Davis has
irrevocably undertaken to take up those Open Offer Shares to which he is
entitled under the Open Offer.
Safeland and Safeland Holdings Corporation have given irrevocable undertakings
to the Company not to take up those of the Open Offer Shares to which they are
entitled given their aggregate holding of existing Ordinary Shares on the
Record Date of 532,641 Ordinary Shares (representing, in aggregate,
approximately 5.6 per cent. of the existing Ordinary Shares). Such Open Offer
Shares have, accordingly, been conditionally placed firm at the Issue Price by
Investec Henderson Crosthwaite, acting as agent for the Company, with
institutional and certain other investors.
Both Safeland and Safeland Holdings Corporation have undertaken that (save in
certain circumstances) they will not dispose of any of their interests in
Ordinary Shares from the date of this document until the announcement of the
Group's preliminary results for the year ended 30 June 2001 without the prior
written consent of the Company.
LTIP
The Company believes that it is important for the continuing success of the
Hercules Group that the interests of executive Directors are more closely
aligned with those of Shareholders and to reward exceptional performance. The
LTIP is intended to operate primarily for Larry Lipman and Paul Davis,
although it is intended that other senior executive directors will be entitled
to benefit from the scheme in the future. Therefore, the Board proposes to
introduce the LTIP. The adoption of the LTIP is conditional on the passing of
the Ordinary Resolution.
Prospectus
It is expected that a Prospectus, accompanied by an Application Form for use
in connection with the Open Offer, setting out the details of the Proposals
and including a notice of the Extraordinary General Meeting will be posted to
Shareholders later today.
Expected timetable of principal events
2000
Record Date for the Open Offer 3 November
Latest time and date for splitting Application Forms 3.00pm on 29 November
(to satisfy bona fide market claims only)
Latest time and date for receipt of completed 3.00pm on 1 December
Application Forms and payment in full under the
Open Offer
Latest time and date for receipt of completed Forms 11.00am on 2 December
of Proxy
Extraordinary General Meeting 11.00am on 4 December
Date of Admission and commencement of dealings of 8.00am on 8 December
the new Ordinary Shares
Time and date of delivery in CREST of the new 8.00am on 8 December
Ordinary Shares to be held in uncertified form
Definitive share certificates in respect of the new 15 December
Ordinary Shares to be held in certificated form to be
despatched by
DEFINITIONS
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Acquisition" the proposed acquisition of the entire
issued share capital of FMW by the
Company,pursuant to the Acquisition
Agreement
"Acquisition Agreement" the conditional agreement dated 9 November
2000 and made between (1) the Vendors and
(2) Hercules
"Admission" the admission of the new Ordinary Shares
to (i)the Official List; and (ii) trading
on the London Stock Exchange's market for
listed securities becoming effective in
accordance with the Listing Rules and
Standards respectively
"Application Form" the application form relating to the Open
Offer being sent to Qualifying
Shareholders
"Company" or "Hercules" Hercules Property Services PLC
"Completion" completion of the Acquisition, expected to
take place on or about 8 December 2000
"Consideration Shares" the 410,005 new ordinary shares of 5p each
in the capital of the Company to be issued
to the Vendors pursuant to the Acquisition
Agreement
"Corporate Risks" the Corporate Risks division of FIIB
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 1995
(SI 199 No.95/3272)) in respect of which
CRESTCo Limited is the Operator (as
defined in such Regulations)
"Deacon" Deacon Insurance Services (Holdings)
Limited, a wholly owned subsidiary of the
Company
"DGA" David Glass Associates PLC, a wholly owned
subsidiary of the Company
"DETR" The Department of Environment, Transport
and Regions
"Directors" or "Board" the board of directors of Hercules
"Dunlop Heywood" Dunlop Heywood & Co Limited, a wholly
owned subsidiary of the Company
"Enlarged Group" the Hercules Group as enlarged by the
Acquisition
"existing Ordinary Shares" the 9,764,283 Ordinary Shares in issue as
at the date of this announcement
"Extraordinary General Meeting"
or "EGM" the extraordinary general meeting of the
Company convened to be held on 4 December
2000
"FARR" the Farr Insurance division of FIIB
"FIIB" FMW International Insurance Brokers
Limited, a subsidiary of FMW
"Firm Placed Shares" 2,080,669 new ordinary shares of 5p each
in the capital of the Company which have
been placed firm by Investec Henderson
Crosthwaite
"Firm Placing" the conditional placing by Investec
Henderson Crosthwaite on behalf of the
Company, of the Firm Placed Shares
pursuant to the Placing and Open Offer
Agreement
"FMW" FMW Group Limited
"FMW Group" together, FMW Group and its subsidiaries
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the Extraordinary
General Meeting
"Harman Healy" Harman Healy Limited, a wholly owned
subsidiary of the Company
"Heritage" Heritage Insurance Services Limited, a
wholly owned subsidiary of the Company
"Hercules Group" or "Group" Hercules, its subsidiaries and subsidiary
undertakings
"Investec Bank" Investec Bank (UK) Limited
"Investec Henderson Crosthwaite" Investec Henderson Crosthwaite, a
division of Investec Bank
"Issue Price" 460p per new Ordinary Share
"Listing Rules" the rules and regulations made by the UK
Listing Authority under Part IV of the
Financial Services Act 1986 as amended
from time to time
"London Stock Exchange" London Stock Exchange plc
"LTIP" the Hercules Property Services PLC Long
Term Incentive Plan
"new Ordinary Shares" the Placing Shares and the Consideration
Shares
"Official List" the Official List of the UK Listing
Authority
"Open Offer" the conditional open offer being made by
Investec Henderson Crosthwaite, as agent
for the Company, to Qualifying
Shareholders to subscribe for the Open
Offer Shares at the Issue Price
"Open Offer Shares" 2,441,070 of the new Ordinary Shares which
have been conditionally placed (subject to
clawback to satisfy valid applications by
Qualifying Shareholders) by Investec
Henderson Crosthwaite pursuant
to the Placing
"Ordinary Resolution" the ordinary resolution to be proposed at
the EGM
"Ordinary Shares" ordinary shares of 5p each in the capital
of the Company
"Placing" the conditional placing by Investec
Henderson Crosthwaite on behalf of the
Company of the Placing Shares pursuant to
the Placing and Open Offer Agreement
"Placing Shares" the Firm Placed Shares and the Open
Offer Shares
"Placing and Open Offer Agreement" the agreement dated 10 November 2000
and made between (1) the Company and (2)
Investec Bank relating to the Placing and
the Open Offer
"Proposals" the Acquisition, the Placing and the Open
Offer, and the adoption of the LTIP
"Qualifying Shareholders" Shareholders on the register of members
of Hercules on the Record Date (except
for certain overseas Shareholders)
"Record Date" the record date for the Open Offer, being
the close of business on 3 November 2000
"RSLs" Registered Social Landlords
"Resolutions" the Special Resolution and Ordinary
Resolution
"Safeland" Safeland plc
"Shareholders" the holders of Ordinary Shares
"Simmonds" Simmonds & Partners Limited, a wholly
owned subsidiary of the Company
"Special Resolution" the special resolution to be proposed at
the EGM
"Standards" the requirements contained in the
publication "Admission and Disclosure
Standards" issued by the London Stock
Exchange containing, inter alia, the
admission requirements to be observed
from 1 May 2000 by companies seeking
admission to trading on the London Stock
Exchange's markets for listed securities
as amended from time to time
"UK Listing Authority" the Financial Services Authority acting
in its capacity as the competent
authority for the purpose of Part IV of
the Financial Services Act 1986 as
amended from time to time
"Vendors" Ortho Barnes, Paul Blanc, Paul Gravatt,
Dominic McMahon and Hugh Thomas, being
all the shareholders of FMW
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