Company Announcements

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF H&T GROUP PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

29 September 2022

H&T Group PLC

("H&T", the "Company" or the "Group")

Retail Offer by PrimaryBid

·   H&T announces a retail offer via PrimaryBid;

·   The Issue Price for the Retail Offer Shares is 425 p per Retail Share, representing a discount of 4.3 percent to the closing price on 28 September 2022;

·   Investors can access the Retail Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;

·   Investors can also take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms. Subscriptions through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);

·   Both the Placing Shares and Retail Offer Shares will be sold at the Issue Price;

·   There is a minimum subscription of £250 per investor in the Retail Offer;

·   No commission is charged by PrimaryBid on applications to the Retail Offer.

Retail Offer

H&T (LON: HAT) is pleased to announce, a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 5 pence each ("Ordinary Shares") in the Company ("Retail Offer Shares") at an issue price of 425 pence per new Ordinary Share (the "Issue Price"), being a discount of 4.3 per cent to the closing price on 28 September 2022.  The Company is also conducting a placing of new Ordinary Shares (the "Placing Shares") at the Issue Price by way of an accelerated bookbuild process (the "Placing", together with the Retail Offer, the "Capital Raising") as announced earlier today.

The Capital Raising is conditional on the new Ordinary Shares to be issued pursuant to the Capital Raising being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on or around 4 October 2022. The Retail Offer will not be completed without the Placing also being completed.

The Company will use the funds raised for certain expansion opportunities, including:

·    Growing the pledge book;

·    Funding expansion of store estate through the opening of up to a further 20 new stores in 2023.

Reason for the Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also be able to subscribe to the Retail Offer using their ISAs, SIPP or GIA by contacting their retail broker, wealth manager or investment platform. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact partners@primarybid.com.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close no later than 7 p.m. on 29 September 2022.  The Retail Offer may close early if it is oversubscribed.

The Company and Shore Capital reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for new Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The new Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate through the Retail Offer. The Company is therefore making the Retail Offer available exclusively through PrimaryBid.

The Retail Offer is offered under the exemptions against the need for a prospectus in accordance with the Prospectus Regulation Rules. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. As such, there is no need for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for new Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company.

No action has been taken by the Company, PrimaryBid or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Retail Offer Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation Rules) to be published.  Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States or the district of Columbia (collectively, the "United States"), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. No public offering of the Retail Offer Shares is being made in any such jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1993, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold or resold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or any other jurisdiction of the United States. 

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements.  The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of a pandemic, economic and business cycles, geopolitical developments, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industry.  Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its Directors, their respective affiliates and any person acting on their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the UK MAR, the rules of the London Stock Exchange or the Financial Conduct Authority.

This Announcement does not constitute a recommendation concerning any subscriber's investment decision with respect to the Retail Offer. The price of shares and any income expected from them may go down as well as up and subscribers may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each subscriber or prospective subscriber should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this Announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The Company has taken all reasonable care to ensure that the facts stated in this Announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. The Company accepts responsibility accordingly.

It should be remembered that the price of securities and the income from them can go down as well as up.

END