Placing and Open Offer
04 Februar 2005 - 8:31AM
UK Regulatory
RNS Number:2175I
Hyder Consulting PLC
04 February 2005
4 February 2004
HYDER CONSULTING PLC
FIRM PLACING OF 2,989,559 NEW ORDINARY SHARES
PLACING AND OPEN OFFER OF 2,445,224 NEW ORDINARY SHARES
Hyder Consulting PLC, the engineering design, advisory and specialist management
consultancy, today announces a Firm Placing and a Placing and Open Offer.
Highlights:
* Firm Placing and Placing and Open Offer to raise approximately #10
million (before expenses) at a price of 184p per share;
* Firm Placing and Placing and Open Offer fully underwritten by Bell
Lawrie;
* Net proceeds to finance future acquisitions;
* Pipeline of acquisitions under active negotiation in the UK,
Germany and Australia;
* Infill acquisitions designed to extend level of higher value
advisory services and fill territorial gaps; and
* Current trading and new orders secured in line with Directors'
expectations.
Commenting on the Firm Placing and Placing and Open Offer, Sir Alan Thomas,
Chairman said:
"We are vigorously pursuing our programme of targeted infill acquisitions.
Today's fundraising will enable the Company to accelerate its development in a
consolidating marketplace."
For further information please contact:
Hyder Consulting PLC
Tim Wade, Chief Executive Officer
Simon Hamilton-Eddy, Financial and Commercial Director
Tel: 0870 000 3606
Brewin Dolphin Securities Limited/Bell Lawrie
Iain McInally, Assistant Director - Institutional Sales
Tel: 0141 221 7733
Sandy Fraser, Director - Corporate Finance
Tel: 07736 800 356
Biddicks
Shane Dolan
Tel: 0207 448 1000
Introduction
The Board of Hyder announces that the Company proposes to raise approximately
#10 million (before expenses) by the issue of 5,434,783 New Ordinary Shares at a
price of 184p per Ordinary Share. The issue is being made by way of a Firm
Placing to clients of Bell Lawrie and a Placing and an Open Offer to Qualifying
Shareholders. The Firm Placing and the Placing and Open Offer have been fully
underwritten by Bell Lawrie. In view of their size, the Firm Placing and the
Placing and Open Offer are conditional upon the approval of Shareholders which
is to be sought at the Extraordinary General Meeting, notice of which will be
set out in the prospectus. The purpose of the fundraising is to support the
Board's wider ambitions to develop the Hyder Group through a programme of
targeted acquisitions which will extend and strengthen the Group's service
capabilities. The fund-raising will extend the Group's capital base and support
the development of the business.
The Group is an engineering design, advisory and specialist management
consultancy operating in the UK, Europe, the Middle East, Asia and Australia.
Hyder works with and advises national and regional government agencies and
commercial enterprises, which are undertaking increasingly sophisticated
infrastructure and building projects. The Hyder Group provides its services
across a number of specific sectors where it has considerable experience and
specialist expertise, together with a close understanding of clients' needs and
objectives. Hyder aims to provide extensive, high quality consultancy and design
services to key clients in these sectors thereby creating sustainable and
profitable revenue streams for the Hyder Group. Hyder's specialist sectors are:
* highways and transport;
* water;
* property and land development;
* telecommunications;
* railways; and
* defence.
Background to and Reasons for the Issue
The listing particulars issued in September 2002 at the time of the acquisition
of Hyder Consulting Holdings Limited by Firth Holdings PLC (Hyder Consulting
PLC) set out a clear strategic vision for the development of the then enlarged
Group:
* to effect a turnaround in operating performance by the
implementation of best practice across all areas of the Group's activities;
* to achieve critical mass in regions and sectors where the prospects
of sustainable revenues were perceived to be strong; and
* to increase the Group's concentration on higher margin, higher added
value advisory services.
The success of the strategy can be measured by the Group's progress towards
operating margins similar to those of the average of Hyder's major sector peers.
A key element of the strategy was that the Group would continue to pursue an
active program of strategic infill acquisitions designed to extend the level of
higher value advisory services and fill territorial gaps within existing regions
to achieve critical mass in all of Hyder's retained offices and regions. The
Board has set about implementation of the Group's strategy with purpose and to
date has completed the following acquisitions:
* the acquisition in October 2003 of Jeff Moulsdale and Associates, a
land development consultancy in Australia, for up to #1.0 million;
* the acquisition of Adamus Consulting Practice, also based in
Australia, in March 2004 for up to #1.0 million;
* the acquisition in June 2003 and January 2004 of the outstanding net
19.5 per cent. minority interest in the Group's German subsidiary for a total
consideration of #0.7m;
* the acquisitions in July 2004 of Ashact Limited, a UK based
environmental consultancy for a consideration of #0.5 million and of Roberts and
Partners International, a Dubai-based specialist mechanical and electrical
consultancy for an investment of up to #0.5 million; and
* the acquisition in September 2004 of Marcus Hodges Environment
Limited, a UK-based specialist environmental and strategic planning consultancy
for a consideration of up to #2.5 million.
The Directors are strongly of the view that, at this stage in the Company's
development, equity funding should, either directly or indirectly, form the
principal source of finance for the Group's acquisition programme. The Directors
anticipate that the Group will start to generate net cash from operating
activities during the second half of this financial year and thereafter. In the
foreseeable future, it is anticipated that improving margins will be sufficient
to fund organic growth. The Group currently has a pipeline of acquisitions under
active negotiation in the UK, Germany and in Australia covering a range of
services that will extend the Group's service offering and territorial coverage.
The Directors have determined to seek Shareholder approval for the Firm Placing
and the Placing and Open Offer as the fundraising is necessary to finance future
acquisitions and reduce existing debt.
In assessing prospective acquisitions the Directors have particular regard to
the following key factors:
* profitability and margins of the acquired businesses;
* potential to enhance Group earnings;
* quality of the senior professional management team;
* market reputation and quality of customer base;
* growth and sustainability of revenues;
* cultural fit with Hyder;
* territorial fit with Hyder;
* cross-selling potential expertise to existing Group clients; and
* sectoral fit and service offering.
Current Trading and Prospects
The unaudited interim results of the Group for the six months ended 30 September
2004 were announced on 29 November 2004 and showed a profit before taxation of
#1.9 million (2003: #0.6 million) on turnover of #63.9 million (2003: #60.2
million). The full text of the announcement of these interim results is included
in the prospectus. Since the publication of the interim results, the overall
Group continues to trade in line with the Directors' expectations and to secure
new orders at a satisfactory rate. Accordingly, the Directors are confident
regarding the Group's good financial and trading position during the current
financial year.
Immediately following the Firm Placing and the Placing and Open Offer, net debt
will be reduced by #9.3 million. It is intended that a substantial portion of
the funds raised will be used for acquisitions in the Group's pipeline.
Further detailed financial information on the Group is contained in the
prospectus.
Details of the Issue
The Company is proposing to raise approximately #10 million (approximately #9.3
million net of expenses) by the issue of 5,434,783 New Ordinary Shares pursuant
to the Firm Placing and the Placing and Open Offer. Under the Firm Placing,
2,989,559 New Ordinary Shares are being placed firm, at the Issue Price, with
institutional and other investors. Pursuant to the Placing, 2,445,224 New
Ordinary Shares are being conditionally placed, at the Issue Price, with
institutional and other investors subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer. The Firm Placing
and the Placing and Open Offer are conditional upon the passing of the
Resolution and Admission.
Bell Lawrie, acting as agent for the Company, has invited Qualifying
Shareholders to apply to subscribe under the Open Offer for Open Offer Shares at
the Issue Price, free of all expenses, payable in full on application, on the
basis of:
1 Open Offer Share for every 11 Existing Ordinary Shares
held at the close of business on the Record Date of 2 February 2005 and so in
proportion to the number of Existing Ordinary Shares then held. The Issue Price
represents a discount of 9.8 per cent. to the middle market price of 204p per
Ordinary Share on 3 February 2005, the last business day prior to the
publication of this document. The last time and date for acceptance of the Open
Offer is 3.00pm on 28 February 2005.
Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of New Ordinary Shares and fractional entitlements will not be
allocated under the Open Offer but will be aggregated and placed for the benefit
of the Company. The maximum entitlement of each Qualifying Shareholder will be
indicated on the Application Form accompanying the prospectus. Application Forms
are personal to Qualifying Shareholders and may not be transferred, except to
satisfy bona fide market claims. The Application Form represents a right to
apply for New Ordinary Shares.
Qualifying Shareholders should note that the Open Offer is not a "rights issue".
The Application Form is not a document of title and cannot be traded. Qualifying
Shareholders should be aware that, unlike a rights issue, any New Ordinary
Shares not applied for under the Open Offer will not be sold in the market or
placed for the benefit of Qualifying Shareholders, but will be taken up by Bell
Lawrie and/or placed with its clients.
The Issue is conditional upon:
(i) the passing of the Resolution at the Extraordinary General Meeting;
(ii) the Placing Agreement having become unconditional in all respects
and not having been terminated in accordance with its terms; and
(iii) Admission becoming effective not later than 8.00 a.m. on 8 March
2005 (or such time and/or date as the Company may decide being no later than
8.00 a.m. on 15 March 2005).
As the Management currently hold 38.8 per cent. of the Existing Ordinary
Shares, the Board and Bell Lawrie consider that, in order to increase liquidity
in the Company's Ordinary Shares by broadening its Shareholder base, the
Management should not apply for any of their respective entitlements to Open
Offer Shares under the Open Offer. Management have therefore agreed not to apply
for their respective entitlements to 949,907 Open Offer Shares (in aggregate)
and these Open Offer Shares are being placed firm with clients of Bell Lawrie.
If the conditions of the Placing Agreement are not fulfilled on or before the
relevant time and date in the Placing Agreement, Placing monies will be returned
to placees without interest as soon as practicable thereafter. The Placing
Agreement is described more fully in the prospectus. None of the New Ordinary
Shares has been marketed or will be made available in whole or in part to the
public in conjunction with the application for Admission. The New Ordinary
Shares will rank pari passu with the Existing Shares in all respects, including
with regard to dividends and interest. The Firm Placing and the Placing and Open
Offer have been fully underwritten by Bell Lawrie.
Application is being made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares to be admitted to the Official List and to
be admitted to trading on the London Stock Exchange's market for listed
securities. It is expected that Admission will become effective and that
dealings in such shares will commence on 8 March 2005.
Use of Proceeds
The Firm Placing and the Placing and Open Offer will raise in aggregate
approximately #10 million before expenses for the Group. The Firm Placing and
the Placing and Open Offer will expand the Group's capital base and support the
implementation of the Board's strategy. More specifically, the Directors intend
that the proceeds of the Firm Placing and the Placing and Open Offer be applied
as follows:
* as to #0.7 million, in settlement of expenses for the Firm Placing
and the Placing and Open Offer; and
* as to the balance of #9.3 million, by way of reduction of the
Group's outstanding bank borrowings in the first instance.
As referred to under 'Background to and reasons for the Issue' above, the Group
has a pipeline of acquisitions under active negotiation. The Directors are
confident that the net reduction of the Group's outstanding bank borrowings will
provide sufficient cash headroom to finance the Group's current acquisition
programme.
Extraordinary General Meeting
Set out in the prospectus will be a notice convening the Extraordinary General
Meeting of the Company to be held at 4.30 p.m. on 1 March 2005 at the offices of
Wragge & Co LLP at 3 Waterhouse Square, 142 Holborn, London EC1N 2SW at which
the Resolution to approve, inter alia, the allotment of the New Ordinary Shares
will be proposed.
A copy of the Prospectus is being submitted to the UK Listing Authority for
approval and the Company hereby gives notice under paragraphs 9.31 and 9.32 of
the Listing Rules of the UK Listing Authority that copies of the above document
will shortly be available for inspection at the UKLA's Document Viewing
Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 0207 066 1000
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Act" the Companies Act 1985, as amended
"Admission" admission of the New Ordinary Shares to the Official List of the UK Listing
Authority and admission to trading of the New Ordinary Shares on the London Stock
Exchange becoming effective by the decision of the UK Listing Authority to admit
such shares to listing in accordance with paragraph 7.1 of the Listing Rules and
by the announcement of the decision of the London Stock Exchange to admit such
shares to trading being released in accordance with the LSE Admission Standards
respectively
"Application Form" the application form enclosed with the prospectus in connection with the Open
Offer
"Bell Lawrie" Bell Lawrie, a division of Brewin Dolphin Securities Limited and the Company's
underwriter and broker
"Board" or "Directors" the board of directors of the Company whose names appear in the prospectus
"Brewin Dolphin Securities Brewin Dolphin Securities Limited, the Company's financial adviser and sponsor,
Limited" which is authorised and regulated by the Financial Services Authority
"Company" or "Hyder" Hyder Consulting PLC
"Existing Ordinary Shares" the 26,897,455 existing Ordinary Shares in the issued share capital of the Company
which at the date of the prospectus have already been admitted to the Official
List and to trading on the London Stock Exchange's market for listed securities
"Extraordinary General the extraordinary general meeting of the Company to be held at the offices of
Meeting" or "EGM" Wragge & Co LLP at 3 Waterhouse Square, 142 Holborn, London EC1 2SW at 4.30 p.m.
on 1 March 2005, or any adjournment thereof, notice of which is set out in the
prospectus
"Firm Placing" the firm placing by Bell Lawrie of 2,989,599 New Ordinary Shares at the Issue
Price, pursuant to the Placing Agreement, further details of which are set out in
the prospectus
"Group" or "Hyder Group" the Company and its Subsidiaries
"Issue" together, the Firm Placing and the Placing and Open Offer
"Issue Price" 184 pence per New Ordinary Share, representing a premium of 174 pence per
Ordinary Share over nominal value
"Listing Rules" the listing rules of the UK Listing Authority made for the purposes of section 74
of the Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"LSE Admission Standards" the rules issued by the London Stock Exchange in relation to the admission to
trading of, and continuing requirements for, securities admitted to the Official
List
"Management" Sir Alan Thomas, Tim Wade, Simon Hamilton-Eddy plus five senior executives
"New Ordinary Shares" the 5,434,783 new Ordinary Shares to be issued by the Company pursuant to the Firm
Placing and the Placing and Open Offer
"Notice of EGM" the notice convening the Extraordinary General Meeting, which is attached to the
prospectus
"Official List" the Official List of the UK Listing Authority
"Open Offer" the conditional invitation by Bell Lawrie on behalf of the Company to Qualifying
Shareholders to apply for Open Offer Shares on the terms and conditions set out in
the prospectus and the Application Form
"Open Offer Shares" up to 2,445,224 New Ordinary Shares to be made available to Qualifying
Shareholders in the Open Offer, such Ordinary Shares to rank pari passu in all
respects with the Existing Ordinary Shares
"Ordinary Shareholders" or " holders of Ordinary Shares
Shareholders"
"Ordinary Shares" ordinary shares of 10 pence each in the capital of the Company
"Overseas Shareholders" Shareholders who have a registered address outside the UK
"Placing" the conditional placing by Bell Lawrie of 2,989,559 New Ordinary Shares, at the
Issue Price, pursuant to the Placing Agreement, further details of which are set
out in the prospectus
"Placing Agreement" the conditional agreement dated 4 February 2005 between (1) Bell Lawrie and (2)
the Company relating to the Firm Placing and the Placing and Open Offer (details
of which are set out in the prospectus)
"Qualifying Shareholders" Shareholders on the register of members of the Company on the Record Date, other
than certain Overseas Shareholders
"Record Date" the record date for the Open Offer, being the close of business on 2 February 2005
"Resolution" the Resolution to be proposed at the Extraordinary General Meeting as set out in
the Notice of EGM
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority
for the purposes of section 72 of the Financial Services and Markets Act 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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