Speedy Hire PLC General Meeting & Circular (9930G)
August 12 2016 - 2:00AM
UK Regulatory
TIDMSDY
RNS Number : 9930G
Speedy Hire PLC
12 August 2016
12 August 2016
Speedy Hire Plc
("Speedy" or the "Company")
Notice of General Meeting: Publication of Shareholder
Circular
Speedy responds to the Resolutions proposed by Morgan Stanley
Client Securities Nominees Limited (as nominee of and on the
instructions of Toscafund Asset Management LLP)
The unanimous recommendation of the Independent Board is to vote
AGAINST the Resolutions
Following the announcement made by Speedy on 25 July 2016
confirming receipt of a notice requisitioning a general meeting of
the Company from Morgan Stanley Client Securities Nominees Limited
(as nominee of and on the instructions of Toscafund Asset
Management LLP), the Company is today publishing a circular to
Shareholders ("Circular") containing, inter alia:
-- a letter from the Independent Board to Shareholders setting
out the reasons why the Independent Board unanimously and strongly
recommends that Shareholders vote AGAINST the Resolutions; and
-- notice of a General Meeting to be held at 11.00 a.m. on 9
September 2016 at the offices of Instinctif Partners, 65 Gresham
Street, London, EC2V 7NQ at which the Resolutions will be put
before the Shareholders.
In summary, the letter:
-- explains why, contrary to the view of Toscafund, it would not
be in the best interests of all Shareholders to seek a combination
with HSS at this time;
-- confirms that the recovery plan, which was developed and
implemented by Jan Åstrand and Russell Down, has stabilised the
business and that revenue is now growing. For the four months ended
31 July 2016 total pre-disposal revenue, on a like for like basis,
is ahead of the prior year. Overhead costs are lower than the
comparative period; and
-- reports that, as always intended following the stabilisation
of the business and strengthening of the Board, Jan Åstrand will
revert to the role of non-executive Chairman. This he will do on 30
September 2016, being Speedy's financial half year end.
For a detailed explanation of the reasons for the Independent
Board's recommendation that Shareholders vote against the
Resolutions, please refer to the Circular.
For the purposes of Rule 2.8 of the Takeover Code, Speedy
continues to have no intention of making an offer for HSS.
All terms used within this announcement will have the same
meaning as applied within the Circular and are defined at the end
of this announcement.
The Circular will be posted to Shareholders today, 12 August
2016. A copy of the Circular will be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
www.morningstar.co.uk/uk/nsm and on the Company's website at
http://investors.speedyservices.com/investors/shareholder-information/general-meeting-information/
The timetable for the General Meeting is as follows:
Event Date
Latest time and date for 11.00 a.m. on 7 September
receipt of Form of Proxy 2016
from Shareholders
Voting Record Time for 6.30 p.m. on 7 September
the General Meeting 2016
Time, date and location 11.00 a.m. on 9 September
of the General Meeting 2016 at the offices
of Instinctif Partners,
65 Gresham Street,
London, EC2V 7NQ
Enquiries:
Instinctif Partners Tel: 020 7457 2020
Mark Garraway
Helen Tarbet
Definitions:
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Company" or "Speedy" Speedy Hire Plc, a public
limited company registered
in England and Wales with
registered number 927680
"General Meeting" the general meeting of the
Company to be held at 11.00
a.m. on 9 September 2016
(and any adjournment thereof)
for the purposes of considering
and, if thought fit, passing
the Resolutions
"HSS" HSS Hire Group plc, a public
limited company in England
and Wales with registered
number 09378067
"Independent Board" comprising Robert Contreras,
Robert Barclay, Russell Down
and Chris Morgan, the Directors
not having a direct or indirect
interest that conflicts with,
or may conflict with, the
recommendation to be given
to Shareholders as to how
to vote in respect of the
Resolutions proposed by Morgan
Stanley Client Securities
Nominees Limited (as nominee
of and on the instructions
of Toscafund Asset Management
LLP)
"Resolutions" the ordinary resolutions
to be proposed at the General
Meeting (and set out in the
Notice contained in the Circular):
* to remove Jan Åstrand as a director of the
Company; and
* to replace him with David Shearer
"Shareholder" the holders of Shares from
time to time
"Shares" the ordinary shares of 5
pence each in the capital
of the Company, having the
rights set out in the articles
of association of the Company
"Takeover Code" the City Code on Takeovers
and Mergers as from time
to time interpreted by the
Panel on Takeovers and Mergers
"Toscafund" Toscafund Asset Management
LLP, a limited liability
partnership registered in
England and Wales with registration
number OC320318
Notes:
Inside Information: This announcement contains inside
information.
Notes to Editors: Founded in 1977, Speedy is the UK's leading
provider of tools, equipment and plant hire services to a wide
range of customers in the construction, infrastructure and
industrial markets, as well as to local trade and industry. Speedy
provides complementary support services through the provision of
training, asset management and compliance services. Speedy is
accredited nationally to ISO50001, ISO9001, ISO14001 and
OHSAS18001. The Group operates from 206 fixed sites across the UK
and Ireland together with a number of on-site facilities at client
locations throughout the UK, Ireland and from an international
office based in Abu Dhabi.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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