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").
For further information, please contact:
Alan Giddins, Executive Chair
Hannah Nichols, Chief Financial Officer
Rothschild & Co (Financial Adviser and Sponsor to Hill & Smith) Tel: 44 (0)20 7280 5000
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.
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.
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.