TIDMHILS
RNS Number : 3559W
Hill & Smith Holdings PLC
17 August 2022
FOR IMMEDIATE RELEASE
17 August 2022
Hill & Smith Holdings PLC
Publication of Circular and Notice of General Meeting
On 11 August 2022, Hill & Smith Holdings PLC ("Hill &
Smith" or the "Group") announced that it had entered into a binding
share purchase agreement with a consortium comprising ZINQ France
SAS and Sofigalva SAS in relation to the sale of its French
galvanizing and steel lighting column operations, France Galva SA
(the "Disposal").
The Disposal constitutes a related party transaction for Hill
& Smith under the Listing Rules and is therefore conditional on
the approval of Hill & Smith shareholders at a general meeting
of the Group.
Hill & Smith is pleased to announce that a shareholder
circular in relation to the Disposal (the "Circular") has been
published today, having received approval from the Financial
Conduct Authority. The Circular will be sent to the Group's
shareholders (other than those who have elected for notification by
electronic communication) shortly.
The Circular contains further information on the Disposal and a
notice convening a general meeting of Hill & Smith to be held
at 11.00 am on 5 September 2022 at Hill & Smith Holdings PLC,
Westhaven House, Arleston Way, Shirley, Solihull, West Midlands,
B90 4LH (the "General Meeting").
ENDS
For further information, please contact:
Hill & Smith Holdings PLC Tel: +44 (0)121 704 7434
Alan Giddins, Executive Chair
Hannah Nichols, Chief Financial Officer
MHP Communications Tel: +44 (0)20 3128 8613
Andrew Jaques
Rachel Farrington
Catherine Chapman
Rothschild & Co (Financial Adviser and Sponsor to Hill &
Smith) Tel: +44 (0)20 7280 5000
Alistair Allen
Notes to Editors
Hill & Smith Holdings PLC creates sustainable infrastructure
and safe transport through innovation. The Group employs c.4,400
people worldwide with the majority employed by its autonomous,
agile, customer focussed operating businesses based in the UK, USA,
Australia, India, Sweden and currently France. The Group office is
in the UK and it is quoted on the London Stock Exchange (LSE:
HILS.L).
The Group's operating businesses are organised into three main
business divisions:
Galvanizing Services: dramatically increasing the sustainability
and maintenance free life of steel products including structural
steel work, lighting, bridges, agricultural and other products for
the industrial and infrastructure markets.
Engineered Solutions: supplying engineered steel and composite
solutions with low embodied energy for a wide range of
infrastructure markets including energy generation and
distribution, marine, rail and housing. The division also supplies
engineered pipe supports for the water, power and liquid natural
gas markets and seismic protection solutions.
Roads & Security: supplying products and services to support
road and highway infrastructure including temporary and permanent
road safety barriers, renewable energy lighting and power
solutions, Intelligent Traffic Solutions, street lighting columns
and bridge parapets. The security portfolio includes hostile
vehicle mitigation solutions, high security fencing and automated
gate solutions.
Availability of the Circular
A copy of the Circular will be submitted to the National Storage
Mechanism and the Circular will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Circular will be available for inspection
on Hill & Smith's website at
https://www.hsholdings.co.uk/investors from the date of this
announcement up to and including the date of the General Meeting
and for duration of the General Meeting.
Cautionary statement
This announcement is not intended to be, and does not constitute
or form part of, an offer or invitation to purchase, acquire,
subscribe for, sell, dispose of or issue, or any solicitation of
any offer to sell, dispose of, purchase, acquire or subscribe for,
any security or a solicitation of any vote or approval, in any
jurisdiction. Hill & Smith's shareholders are advised to read
carefully the formal documentation in relation to the Disposal once
it has been despatched. Any response to the Disposal should be made
only on the basis of the information in the formal documentation to
follow.
No profit forecast or estimates
No statement in this announcement, is intended to be or is to be
construed as a profit forecast or estimate for any period and no
other statement in this announcement should be interpreted to mean
that earnings or earnings per share for Hill & Smith for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Hill
& Smith.
Forward-Looking Statements
This announcement, oral statements made regarding the Disposal,
and other information published in connection with the Disposal
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Disposal on Hill
& Smith, the expected timing and scope of the Disposal and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "is expected", "estimates",
"forecasts", "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", or "will" be taken, occur or be achieved.
Although Hill & Smith believes that the expectations
reflected in such forward-looking statements are reasonable, Hill
& Smith can give no assurance that such expectations will prove
to be correct. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include the requirement for shareholder approval, as well
as factors such as future market conditions, currency fluctuations,
the behaviour of other market participants, the actions of
regulators and other factors such as changes in the political,
social and regulatory framework in which Hill & Smith operates
or in economic or technological trends or conditions. Other unknown
or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors.
None of Hill & Smith or any of its associates, directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules
and the Disclosure Guidance and Transparency Rules of the FCA, and
the Market Abuse Regulation), Hill & Smith is under no
obligation, and Hill & Smith expressly disclaims any intention
or obligation, to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Important information relating to the financial adviser and
sponsor
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Hill
& Smith and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Hill & Smith for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in connection with any matter referred to herein. Neither
Rothschild & Co nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Rothschild & Co in connection
with this announcement, any statement contained herein or
otherwise.
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END
CIREAFPXFFAAEFA
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August 17, 2022 07:14 ET (11:14 GMT)
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