Havelock Europa (HVE)

 

LSE:HVE: New Chairman and proposed issue of new shares

Havelock Europa

20 Dec 2016 07:00:12

Havelock Europa PLC

RNS Number : 2921S
Havelock Europa PLC
20 December 2016
 

HAVELOCK EUROPA PLC

("Havelock" or the "Company")

Appointment of new Chairman and proposed issue of new shares

·      Mr Ian Godden announced as new Non-executive Director and Chairman

·      Proposed new share issue announced to allow Mr Godden to purchase £300,000 stake in the Company

·      General Meeting convened for 25 January 2017 to approve the share issue to Mr Godden

·      Mr Godden to take over as chairman from Mr David MacLellan at General Meeting next month

 

Havelock Europa PLC (HVE.L), the international interior solutions provider is delighted to announce the appointment of Ian Adam Godden (aged 63) as a Non-executive Director and new Chairman and a proposed subscription by Mr Godden for 3,000,000 ordinary shares at 10 pence per share.

Mr Godden has agreed to join the Board as a Non-executive Director and Chairman with effect from the close of a General Meeting to be held on 25 January 2017.  David MacLellan will retire from the Board upon Mr Godden's appointment.

Mr MacLellan said: "I am delighted to announce that Ian has agreed to become the new chairman of Havelock and his commitment to invest in the Company, at what is hoped will be a point of change for Havelock. Ian has a good understanding of Havelock's activities, having been a director of the company from 1995 to 2006, and a track record of helping businesses grow."

Mr Godden wishes to invest £300,000 in the Company through his pension fund at the date of his appointment in order to acquire a significant shareholding in the Company.  The Board believes that the most effective way for Mr Godden to achieve his desired level of shareholding is for the Company to issue new ordinary shares and proposes that Mr Godden subscribes for 3,000,000 new ordinary shares at 10 pence per new ordinary share, being the nominal value of an ordinary share.  The subscription is conditional, among other things, upon shareholder approval and admission of the new ordinary shares to trading on AIM.

At the date of this announcement Mr Godden is interested in 194,213 ordinary shares in the Company.  Upon completion of the subscription, he will be interested in 3,194,213 ordinary shares, which will represent 7.69% per cent of the enlarged share capital of the Company.

Ian Godden CV

Ian Godden undertook a short but concentrated period of detailed strategic consultancy on behalf of Havelock in 1989 and was a non-executive director of the Company from 1995 to 2006, supporting the Company's successful expansion into Financial Services and Point of Sale markets and its acquisition of ESA McIntosh in 2002.  As a result, he has a good understanding of Havelock's business and markets.

From 2011 to 2016 he was chairman of KBC Advanced Technologies Limited, during which time the company changed its strategic, operational and geographical focus; raised new equity; upgraded its senior executive group; and acquired new businesses, all part of an overall operational improvement and strategic redirection.  Following the sale of the company to Yokogawa in April 2016, he has been serving as a part-time senior adviser to Yokogawa on its integration of KBC globally.

Previously, he enjoyed a successful consulting career with Booz Allen and Roland Berger, following his early business experience as an engineer and project manager with BP in the North Sea, Kuwait and the USA.  He has an MBA from Stanford University in California and an engineering degree from the University of Edinburgh.

In 2006, Ian Godden retired from full time consulting and, from 2007 to 2013, he was chairman of Farnborough International Limited (which organises the Farnborough and Bahrain airshows).

He is currently a director of several other companies, including Bristow Group Inc, the world-leading industrial helicopter services company, based in Houston, US, and Glenmore Gas Inc, a US gas company that he founded in 2007.

The Board believes that Mr Godden's track record with both large and small companies and his knowledge of Havelock make him very well qualified to be the new Chairman of the Company.

Subscription of new ordinary shares by Ian Godden                                

Mr Godden believes that he can help to add value to Havelock going forward and he wishes to acquire a significant shareholding in the Company by subscribing £300,000 for new ordinary shares. 

Accordingly, the Board has resolved to issue 3,000,000 new ordinary shares to Mr Godden (through his pension fund) at an issue price of 10 pence per new ordinary share (subject, among other things, to shareholder approval).

On 19 December 2016, being the last trading day before the date of this announcement, the mid-market price of an ordinary share at the close of trading on AIM was 8.50 pence. The issue price of 10 pence per new ordinary share therefore represents a premium of 17.6 per cent. over the mid-market price of an ordinary share at the close of trading on AIM on 19 December 2016.

On 20 December 2016, the Company and Ian Godden entered into a subscription agreement in connection with the subscription.  Pursuant to the subscription agreement, Mr Godden has agreed to subscribe for the new ordinary shares at an issue price of 10 pence per share.  The subscription agreement is conditional upon, among other things, shareholder approval and admission taking place by no later than 8.00 a.m. on 31 January 2017 (or such later time and date as the Company and Ian Godden may agree, being not later than 8.00 a.m. on 28 February 2017).  The subscription agreement contains certain warranties given by Ian Godden in favour of the Company in relation to, among other things, the availability of funds to complete the subscription.

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 existing ordinary shares, including the right to receive any dividends and other distributions declared, made or paid after the date of their issue.  The new ordinary shares will represent approximately 7.22% of the enlarged issued share capital of Havelock following completion of the subscription.

Application will be made to the London Stock Exchange for the new ordinary shares to be admitted to trading on AIM.  It is expected that admission will become effective and that dealings in the new ordinary shares will commence at 8.00 a.m. on 26 January 2017.

In the event that the subscription is not approved by shareholders and/or admission does not occur, Mr Godden will still join the Board as Chairman at the conclusion of the General Meeting.

General Meeting

The Directors do not currently have authority to allot the new ordinary shares.  Accordingly, the Company is sending a circular to shareholders to convene a General Meeting to be held on 25 January 2017 at which a resolution will be proposed to approve the issue of the new ordinary shares to Mr Godden.  A copy of this circular will be placed on the Company's website at www.havelockeuropa.com.

Additional Schedule 2(g) disclosures

In addition to the disclosures above, Mr Godden is currently a director of Glenmore Energy Inc (US), Godden Associates Limited and Rock House Associates Limited, and a partner of Greenbrook Capital LLP.

He was also, in the last five years, a director of KBC Advanced Technologies Private Limited (India), KBC Advanced Technologies (Beijing) Co Ltd, KBC Advanced Technologies Inc (US), KBC Advanced Technology PTE LTD (Singapore), Glenmore Energy Limited, UK Council for Electronic Business, The Society of British Aerospace Companies and Polygnostics Limited.

There are no further disclosures required under Schedule 2(g) of the AIM Rules for Companies.

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

Enquiries:

Havelock Europa                

01592 643883

David Ritchie, Chief Executive


Ciaran Kennedy, Finance Director




WH Ireland Group plc (Nomad)

0207 220 1650

Chris Fielding                


James Bavister




Charlotte Street Partners      

0131 516 5310

Robert Ballantyne


David Gaffney




www.havelockeuropa.com


 

 


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