£60M Placing to Fund Strategic Growth and Notice of GM
£60M PLACING TO FUND STRATEGIC GROWTH
Introduction
The Board of Helphire is pleased to announce that it has conditionally raised
£60 million (before expenses) by the proposed issue of 1,153,846,160 Ordinary
Shares at 5.2 pence per share. The net proceeds of the Placing of approximately
£57.5 million will be used to allow Helphire to continue its development as a
leading accident management services group.
The Placing is conditional upon, among other things, the approval of
Shareholders at the General Meeting. A circular relating to the Placing
containing a notice convening the General Meeting is expected to be posted to
Shareholders today.
Background and reasons for the Placing
Helphire's financial position has improved markedly through its refinancing,
which was completed in March 2013, and improved trading. The Group's financial
position has been transformed, it has returned to profitability and it has
recommenced dividend payments. Helphire is now in a position to grow its
business and intends to use the net proceeds of the Placing to fund its
strategic growth plans.
The Group is firmly established as a leader in the motor vehicle accident
management market. For many years the Group has provided its customers with a
comprehensive replacement vehicle and repair service, managed incidents for its
customers and arranged personal injury legal services for them. Using ABS
licensed entities, the Group intends to develop a top tier UK personal injury
legal services business in order to provide a comprehensive range of services
to its referral partners. The Group is actively considering acquiring
additional businesses in the accident management supply chain, including (but
not limited to) legal businesses, in order to build its presence in the market
more rapidly and has identified a shortlist of potential targets.
Dividends
The Company has decided to accelerate the date for payment of the second
interim dividend for the current year so that it is paid by reference to the
pre-Placing shareholder register. The second interim dividend will be paid on
10 January 2014 to those Shareholders on the register at the close of business
on 13 December 2013.
In addition, in the absence of unforeseen circumstances, the Board intends to
announce a third interim dividend for the current year in late February 2014 as
part of its announcement of results for the six months ending 31 December 2013.
Any third interim dividend will be payable in March 2014.
Placing
The Placing is not underwritten, but the Placing Shares have been conditionally
placed by Cenkos Securities, as agent for the Company, with institutional and
other investors in accordance with the terms of the Placing Agreement.
The Placing Agreement is conditional upon, among other things, certain
resolutions being passed at the General Meeting, Admission of the Placing
Shares becoming effective before 8.00 a.m. on 24 December 2013 (or such later
time and/or date as the Company and Cenkos Securities may agree, but in any
event by no later than 8.00 a.m. on 7 January 2014), the performance by the
Company of its obligations under the Placing Agreement and the satisfaction or,
where appropriate, the waiver of certain other conditions set out in the
Placing Agreement.
Subject to Admission, the Company will issue 1,153,846,160 Ordinary Shares to
raise £60 million before the expenses of the Placing (approximately £57.5
million after expenses).
The Placing Shares will represent approximately 42.3 per cent. of the Enlarged
Share Capital. The Placing Shares will, following Admission, rank in full for
all dividends and distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company by reference to record dates falling on
or after their date of issue and otherwise rank pari passu in all other
respects with the Existing Ordinary Shares. The Placing Shares will not qualify
for the second interim dividend.
The Placing Price represents a premium to the closing mid-market price of 0.2
per cent. per Ordinary Share as at 4 December 2013 (being the latest
practicable date prior to the date of this document).