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Hydrogen Group plc announced plans to go private on 8 September, following the publication of its interim results which were ‘significantly impacted by the COVID-19 pandemic’.
The recruitment company noted a 29% drop in turnover, alongside a 24% decrease in net fee income across the group. Commenting on the group’s future position, the board stated:
‘Forward visibility continues to be very poor, and the Board remains mindful of the impact that a second wave of the pandemic may have on demand levels. Indeed, a number of our markets, including Los Angeles and Hong Kong, have returned to lockdown to varying degrees in recent weeks. As a result, we will continue to focus on cost control while ensuring that the Group maintains the critical mass in all our key markets that is required to benefit from a meaningful recovery in client demand levels when it arises.’
In light of current trading, the board went on to announce the cancellation of its final dividend and proposed the cancellation of Hydrogen’s listing on AIM. On the cancellation, the board highlighted that the company is not of a scale to attract sufficient interest from investors, and has been unable to utilise its quotation to issue new shares either as consideration or to raise more capital to execute acquisitions. Resultantly, it was concluded that ‘the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM outweighs the benefits of a public quotation’.
The board, however, did provide shareholders with an attractive exit, announcing a tender offer which would offer shareholders 40 pence a share for up to 56% of the company’s issued share capital, not already held by directors Ian Temple and John Hunter (and those acting in concert with them). This represents a premium of 42.9% as of the closing price on 7 September (being the last practicable day before the announcement), and 25.6% over the three month average closing price.
The company is now considered to be in an ‘offer period’ under the Takeover Code, as depending on the level of take-up the Concert Party could come to hold 100% of the Company's issued share capital.
Market Tracker will continue to monitor this transaction as it develops.
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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