TIDMHFG
RNS Number : 3232V
Hilton Food Group PLC
10 December 2021
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION
CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HILTON FOOD GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
10(th) December 2021
H ilton Fo od Gr o up plc
Result of Placing
Hilton Food Group ("Hilton", or the "Company"), the
international multi-protein food business, is pleased to announce
the result of the placing announced today (the "Placing").
A total of 6,578,948 new ordinary shares in the Company of 10p
each (the "Placing Shares") have been conditionally placed at a
price of 1,140p per Placing Share (the "Placing Price"), raising
proceeds of GBP75 million (before expenses) to partly fund the
acquisition of a leading international smoked salmon producer,
Dutch Seafood Company B.V., which trades as "Foppen", by its wholly
owned subsidiary, Hilton Foods Limited (the "Acquisition"), as
announced separately. Further information on the Acquisition is
contained within that separate announcement.
The Placing Shares to be issued represent approximately 8.0% of
the Company's existing issued ordinary share capital. The Placing
Price represents a discount of approximately 4.7% to the closing
price of 1,196p on 9 December 2021.
Numis Securities Limited ("Numis") has acted as sole bookrunner
in respect of the Placing. Other than where defined, capitalised
terms used in this announcement have the meanings given to them in
the announcement released by the Company today at 7.00a.m.
Director participation
The participation of Directors of Hilton who have taken up
Placing Shares at the Placing Price is as follows:
Director Ordinary Aggregate Number Aggregate Resulting
Shares value of of Placing interest holding of
held prior Placing Shares in Ordinary Ordinary Shares
to the Shares to be acquired Shares as % of enlarged
Placing to be acquired following issued share
(GBP) the Placing capital
Christine
Cross 15,000 GBP114,000 10,000 25,000 0.03%
------------ ---------------- ---------------- ------------- ------------------
Angus Porter 2,000 GBP9,998 877 2,877 0.00%
------------ ---------------- ---------------- ------------- ------------------
Rebecca Shelley 1,966 GBP14,991 1,315 3,281 0.00%
------------ ---------------- ---------------- ------------- ------------------
John Worby 9,000 GBP8,197 719 9,719 0.01%
------------ ---------------- ---------------- ------------- ------------------
Smaller related party transaction
The Company believes that abrdn currently holds or has in the
last twelve months held 10% or more of the ordinary share capital
of the Company. For the purposes of UK Listing Rule 11 the Company
therefore believes that it is, or may be, considered as a related
party of the Company.
Pursuant to the Placing, abrdn has agreed to subscribe for
1,025,000 Placing Shares at the Placing Price for an aggregate
consideration of GBP11,685,000. The above transaction is classified
as smaller related party transactions under LR 11.1.10R(1) and is
disclosed in accordance with LR11.1.10R(2)(c).
Admission
The Company has applied for admission of the Placing Shares to
listing on the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc
(together, "Admission"). It is expected that settlement of
subscriptions in respect of the Placing Shares and Admission will
take place and that trading in the Placing Shares will commence at
8.00 a.m. on 14 December 2021.
For further information please contact:
Hilton Food Group plc Tel: +44 (0) 1480 387214
Philip Heffer, CEO
Nigel Majewski, CFO
Numis Securities Ltd (Sole Broker and Bookrunner) Tel: +44 (0) 20 7260 1000
Luke Bordewich
Mark Lander
Henry Slater
Headland Consultancy (Public Relations) Tel: +44 (0) 20 3805 4822
Edward Young
Will Smith
Joanna Clark
IMPORTANT NOTICE
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting for the Company and for no-one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Numis, or for
providing advice in relation to the contents of this announcement
or any matters referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis under FSMA or the regulatory regime
established thereunder, Numis does not accept any responsibility
whatsoever and make no representation or warranty, express or
implied, concerning the contents of this announcement including its
accuracy, completeness and verification or concerning any other
statement made or purported to be made by it or on behalf of it, in
connection with the Company and the Acquisition. Numis 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 document or any such statement.
Certain statements in this announcement may be forward-looking.
Although the Company believes that the expectations reflected in
these forward looking statements are reasonable, it can give no
assurance or guarantee that these expectations will prove to have
been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those
expressed or implied by these forward looking statements.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
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END
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December 10, 2021 08:57 ET (13:57 GMT)
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