TIDMHDD
RNS Number : 9269M
Hardide PLC
22 July 2014
22 July 2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW
ORDINARY SHARES OF HARDIDE PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Hardide plc
("Hardide" or the "Company")
Conditional Placing of 167,875,000 new Ordinary Shares to raise
GBP2.7 million
Hardide plc, provider of advanced surface-coating technology,
today announces that it has conditionally raised GBP2.7 million
before expenses, by the placing (the "Placing") for cash by
finnCap, acting as agent for the Company, of 167,875,000 new
ordinary shares of 0.1 pence each ("Ordinary Shares") (the "Placing
Shares") at 1.6 pence per Placing Share (the "Issue Price").
Summary of the Placing
-- Placing of 167,875,000 new Ordinary Shares at 1.6 pence to
raise GBP2.7m before expenses (GBP2.5m net of expenses)
-- Support from new and existing institutional shareholders
-- Fundraising subject to approval of the Company's shareholders
at a General Meeting to be held on 14 August 2014
-- Proceeds to be used for investment in additional capacity in
the UK and a new facility in the US
Commenting on the placing, Philip Kirkham, Chief Executive of
Hardide, said:
"We are delighted to have received such strong support from
existing and new institutional shareholders. This fundraising will
allow Hardide to take advantage of the increasing demand for
Hardide coatings from the UK, Europe and North America."
Background to and reasons for the Placing
The Directors believe that overall demand for the Company's
products has increased recently due to greater business development
efforts, recovery in demand from existing customers and the
generation of new accounts. Examples of such developments include
the recently-announced contract with General Electric and the
further progress made with testing by Airbus, specifically the
Group's Hardide-A coating as a potential alternative to hard chrome
plating in certain aerospace applications. The Company has been
informed by Airbus of completion of the first stages of testing of
its coating following a technical performance review of Hardide-A
in a laboratory environment, which has encouraged Airbus to
investigate further its technical performance capabilities for
potential use on some specific Airbus aircraft components. The
Board believes this represents an important step towards the
possible approval of the coating for use on component parts for
Airbus aircraft.
In order to meet future projected demand, the Directors believe
the Company will require additional capacity both in the UK and the
US, giving a dual site capability, particularly for serving
aerospace markets. The aim is to provide security of supply and to
satisfy the logistical needs of current and future customers,
particularly in North America. The Directors also believe that a
strengthened balance sheet will allow for greater customer
confidence when considering long-term business with the
Company.
The Company has therefore been considering possible ways to
achieve the objectives set out above and to further enhance growth
and increase Shareholder value in the longer term. The Placing is
believed by the Board to be a necessary step towards realising this
strategy.
Use of Proceeds
The Group intends to use the net proceeds of the Placing to
invest in capacity to meet future projected demand, including an
additional coating reactor in the UK which the Board expects will
increase available capacity there by approaching 50 per cent., and
the creation of a processing facility in North America.
It is intended by the Group that installation of capacity at the
North American facility will be phased to match demand as it
develops. The current plan envisages three coating reactors which,
once in place, the Directors believe would provide a physical
capacity equivalent to the expanded capacity at the UK site. The
Company is in discussions with local government representatives on
possible grant aid to support the creation of the North American
facility.
In addition, the net proceeds of the Placing will be used to
cover the projected start-up losses of the North American facility
as well as the initiation, in the medium term, of a research and
development function in the UK and to grow the Company's global
business development team.
General Meeting
A notice convening a General Meeting, to be held at the offices
of finnCap Ltd, 60 New Broad Street, London EC2M 1JJ at 11.00 a.m.
on 14 August 2014 is being posted to Shareholders today. At the
General Meeting, resolutions will be proposed to: (i) authorise the
Directors, pursuant to section 551 of the Act, to allot shares or
grant rights to subscribe for or convert any security into shares
in the Company up to a maximum nominal value of GBP420,208
representing approximately one-third of the nominal value of the
Enlarged Share Capital which will be in substitution for the
Company's existing authority granted at its Annual General Meeting
held in February this year; and (ii) empower the Directors to
dis-apply statutory pre-emption rights in respect of, inter alia,
the allotment of the Placing Shares. These authorities will expire
at the conclusion of the next Annual General Meeting of the Company
to be held after the passing of the Resolutions.
The purpose of seeking Shareholder approval to the taking of
authorities in addition to those required for the Placing is to
allow the Directors to have available to them for allotment,
following the Placing, a number of Ordinary Shares, which is
proportionally equivalent to that approved for allotment on a non
pre-emptive basis at the last Annual General Meeting of the
Company. While the Directors have no present intention of
exercising the additional authorities proposed to be conferred by
the Resolutions, they believe that the granting of such authorities
will preserve the Board's flexibility to take advantage of further
opportunities when they arise.
Details of the Placing
The Placing, which is not being underwritten, has been
undertaken pursuant to the Placing Agreement. Under the terms of
the Placing Agreement finnCap has agreed to use its reasonable
endeavours to procure institutional and other investors to
subscribe for Placing Shares.
The Placing Agreement is conditional on, amongst other
things:
-- the passing of the Resolutions (without material amendment) at the General Meeting; and
-- Admission becoming effective by not later than 8.00 a.m. on
15 August 2014 (or such later time and/or date as the Company and
finnCap may agree (being not later than 8.00 a.m. on 28 August
2014)).
Admission
Application will be made for Admission to occur and for dealings
to commence in the Placing Shares on 15 August 2014. The Placing
Shares will rank pari passu with the existing Ordinary Shares
currently traded on AIM. Following Admission, there will be
1,260,626,304 Ordinary Shares in issue.
Unless otherwise defined herein, terms are as defined in the
Circular posted to Shareholders on 22 July 2014 and available on
the company's website
http://www.hardide.com/investor-relations/
For further information please contact:
Hardide plc Tel: +44 (0) 1869 353830
Philip Kirkham, CEO
Peter Davenport, Finance Director
finnCap Ltd Tel: +44 (0) 20 7220 0500
Stuart Andrews / Grant Bergman / James Thompson
PLACING STATISTICS
Number of Existing Shares 1,092,751,304
Number of Placing Shares being conditionally placed on behalf
of the Company 167,875,000
Number of Ordinary Shares in Issue immediately following Admission(1) 1,260,626,304
Placing Price 1.6 pence
Estimated net proceeds of the Placing receivable by the Company GBP2.5 million
Placing Shares as a percentage of the Enlarged Share Capital(1) 13.3 per cent.
Market capitalisation of the Company at Admission at the Placing GBP20.2 million
Price(1)
(1) Assuming that, other than the Placing Shares, no new
Ordinary Shares are issued between the date of this document and
Admission.
TIMETABLE OF PRINCIPAL EVENTS
2014
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 12 August
for the General Meeting
Time and date of General Meeting 11.00 a.m. on 14 August
Admission and commencement of dealings in Placing 8.00 a.m. on 15 August
Shares
CREST accounts credited in respect of Placing Shares 15 August
Despatch of definitive share certificates for Placing 28 August
Shares
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR
UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES
AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED
OR DISAPPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED
UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in the United
States, Australia, Canada, South Africa, Japan or any other
jurisdiction in which such offer, solicitation or sale is or may be
unlawful (a "Prohibited Jurisdiction"). This announcement and the
information contained herein are not for release, publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. This
announcement has been issued by and is the sole responsibility of
the Company.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by finnCap or by any of its respective
Affiliates, directors, officers, employees or agents as to, or in
relation to, the contents of this announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any responsibility or
liability therefor is expressly disclaimed.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for the Company and
for no-one else in connection with the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap or for providing advice
to any other person in relation to the Placing or any other matter
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed upon finnCap by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, finnCap does not accept any responsibility
whatsoever or makes any representation or warranty, express or
implied, concerning the contents of this announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Placing Shares or the Placing, and
nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future. finnCap accordingly disclaims, to the fullest extent
permitted by law, all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein)
which it might otherwise have in respect of this announcement or
any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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