REG - APQ Global Limited - Tender Offer for CULS
03/04/2023 07:15
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RNS Number : 0507V APQ Global Limited 03 April 2023
3 April 2023
APQ Global Limited
("APQ Global" or the "Company")
Tender Offer for CULS
APQ Global Limited, a company incorporated in Guernsey, announces that,
following consultation with certain holders of the Company's 3.5 per cent.
convertible unsecured loan stock 2024 (the "CULS"), it is inviting holders of
CULS to tender up to 100 per cent. of their holding of CULS for purchase by
the Company for cash at the Tender Price (the "Tender Offer"). Further details
of the Tender Offer can be found in the circular of the Company dated 3 April
2023 (the "Circular").
Details of the Tender Offer
The Tender Offer is being made directly by the Company which will, on the
terms and subject to the conditions of the Tender Offer being satisfied,
purchase at the Tender Price the CULS validly tendered.
The Tender Offer is being made for up to all 6,000 units of £5,000 nominal
CULS, being 100 per cent. of the issued CULS as at the date of this document.
Each CULS Holder (other than Restricted CULS Holders and certain Overseas CULS
Holders) may elect to sell all or part of their holding of CULS (in integral
multiples of £5,000 nominal).
The Tender Offer is being made at the tender price of £2,500 per unit of
£5,000 nominal CULS (the "Tender Price"). This is equal to a discount of 50
per cent. to the nominal value of the CULS. The aggregate Tender Price,
assuming that the full entitlement of CULS is tendered, and that there is no
scaling back, will be £15 million.
CULS Holders who successfully elect to tender their CULS will also be entitled
to receive a final payment of interest on their CULS for the period from 1
April 2023 to 4 May 2023. It is currently expected that those CULS Holders who
successfully tender their CULS and who hold their CULS in uncertificated form
(that is, in CREST) will receive this final interest payment via CREST on 5
May 2023 and those CULS Holders who hold their CULS in certificated form will
receive this final interest payment via cheque by 12 May 2023.The Tender Offer
is subject to the satisfaction of certain conditions and may be terminated in
certain circumstances as set out in the Circular. The Company also reserves
the right to scale back any CULS tendered on a pro rata basis, adjusted as
necessary to ensure that any remaining CULS are in integral multiples of
£5,000 nominal. The Board expects to redeem all of the outstanding CULS at
par on maturity on 30 September 2024.
The CULS which the Company acquires from tendering CULS Holders will be
cancelled.
The full terms and conditions of the Tender Offer are set out in the Circular
and in the Appendix to this announcement.
Background to and reasons for the Tender Offer
The purpose of the Tender Offer is to utilise a portion of the Company's
available cash and liquid asset balances to purchase CULS prior to their final
repayment date, providing liquidity to those CULS Holders who require it or
seek the certainty of outcome given the range of future dynamic factors and
uncertainties, some of which are outside the Company's control.
The Tender Offer is being made for the benefit of both Ordinary Shareholders,
who will benefit from the reduced redemption value of the CULS; and CULS
Holders, who may elect to realise all or some of their investment at this time
if they wish to do so. CULS Holders are not obliged to tender any of their
CULS.
While the Board believes that the Tender Offer is in the interests of all CULS
Holders, Ordinary Shareholders and the Company as a whole, the Directors are
making no recommendation to CULS Holders as to whether they should tender CULS
in the Tender Offer.
Financial update
The following table contains the value of the Company's investments as at 28
February 2023 and an unaudited statement of the Company's financial position
as at 28 February 2023 extracted from the latest management accounts:
Investment Value as at 28 February 2023 (USD)
HSBC HOLDINGS PLC 2,231,519
STANDARD CHARTERED PLC 996,861
ANGLO AMERICAN PLC 1,012,715
RIO TINTO PLC 1,590,504
GLENCORE PLC 1,379,300
DEUTSCHE LUFTHANSA-REG 1,241,803
INTESA SANPAOLO 832,556
BANCO SANTANDER SA 947,451
SHARES MSCI BRAZIL ETF 2,863,350
ARGTES 15.5 10/17/26 - ARARGE4502K0 828,866
FX HEDGES -287,198
Palladium TRUST SERVICES (Private company) 30,254
NEW MARKETS MEDIA & INTELLIGENCE (Private company) 755,421
Parish GROUP (Private company) 3,540,135
Delphos INTERNATIONAL (Private company) 6,013,000
DELPHOS - FMA (Private company) 684,854
Promethean Trustees (Private company) 27,938
Promethean Advisory (Private company) 574,181
DELPHOS MMJ (Private company) 200,000
TOTAL INVESTMENTS 25,463,510
UNAUDITED STATEMENT OF FINANCIAL POSITION As at 28 February 2023 (USD)
INVESTMENTS 25,463,510
FIXED ASSETS 95,031
CASH AT BANKS/ BROKERS 12,831,446
SHORT TERM RECEIVABLES 2,051,324
PRIVATE LOANS 850,000
OTHER ASSETS 1,031,755
TOTAL ASSETS 42,323,066
CULS LIABILITY 34,534,277
OTHER LIABILITIES 454,979
TOTAL LIABILITIES 34,989,256
TOTAL EQUITY 7,333,810
Notes:
1. The figures in the table above are estimates only and are based on
unaudited estimated valuations in accordance with the Company's valuation
policy. Such estimates may differ materially from any actual results.
2. Publicly traded securities are valued using close prices on the
relevant exchange as at 28 February 2023 (Source: Bloomberg).
3. Direct Investments valuation provided by an independent third party
as at 31 December 2022.
4. All non-USD balances converted in USD using WM/Refinitiv FX
Benchmark rates with 4.00 p.m. fixing on 28 February 2023 (Source: Bloomberg).
As at the date of this document, the Company has sufficient equity to repay
the CULS at par at the time of maturity in September 2024, when accounting for
its private, unlisted investments. When considering the outlook for the
Company's investments and expected cash inflows from its assets, including
dividends and returns of capital from its investments in private companies,
the Board currently expects that it will have sufficient liquid resources to
repay the outstanding CULS at par on maturity.
Overseas CULS Holders and Restricted CULS Holders
The making of the Tender Offer to persons outside the United Kingdom may be
prohibited or affected by the laws of the relevant overseas jurisdictions. The
Tender Offer is not being made to CULS Holders who are resident in, or
citizens of, certain jurisdictions which can be found listed in the Circular
(the "Restricted Jurisdictions"). Restricted CULS Holders are being excluded
from the Tender Offer in order to avoid offending applicable local laws
relating to the implementation of the Tender Offer.
It is the responsibility of all Overseas CULS Holders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.
Expected Timetable of Principal Events
2023
Publication of the Circular and Tender Offer opens 3 April
Latest time and date for receipt of Tender Forms and submission of TTE 1.00 p.m. on 19 April
Instructions from CULS Holders
Record Date for participation in the Tender Offer 6.00 p.m. on 19 April
Publication of the results of the Tender Offer 20 April
CREST settlement date: payments through CREST made and CREST accounts settled 5 May
Balancing CULS certificates and cheques despatched to certificated CULS By 12 May
Holders
All of the times and dates in the expected timetable may be extended or
brought forward without further notice, at the discretion of the Company. If
any of the above times and/or dates change materially, the revised time(s)
and/or date(s) will be notified to CULS Holders by an announcement through a
Regulatory Information Service provider.
All references to time in this document are to London time.
Capitalised terms in this announcement, unless otherwise defined, have the
same meanings given to them in the Circular. The Circular is available to view
on the Company's website at www.apqglobal.com.
- End -
For further enquiries, please contact:
APQ Global Limited 020 3478 9708
Bart Turtelboom, Chief Executive Officer
Wayne Bulpitt, Non-Executive Chairman
Singer Capital Markets - Nominated Adviser and Broker 020 7496 3000
James Maxwell / Justin McKeegan
Carey Group - TISE sponsor 01481 737 279
Claire Torode
Investor Relations
IR@APQGlobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an emerging markets company incorporated in
Guernsey. The Company focuses its investment activities globally (in Asia,
Latin America, Eastern Europe, the Middle East, Africa and the Channel
Islands, particularly).
The objective of the Company is to steadily grow its earnings to seek to
deliver attractive returns and capital growth through a combination of
building growing businesses as well as earning revenue from income generating
operating activities in capital markets 1 (#_ftn1) . APQ Global run a
well-diversified and liquid portfolio, take strategic stakes in selected
businesses and plan to take operational control of companies through the
acquisition of minority and majority stakes in companies with a focus on
emerging markets.
(1) Where we refer to revenue from income generating operating activities this
relates to the revenue of our investee companies.
Appendix
Terms and Conditions of the Tender Offer
1 The Tender Offer
1.1 All CULS Holders (other than Restricted CULS
Holders and certain Overseas CULS Holders) whose names appear on the CULS
Register at 6.00 p.m. on the Record Date may tender some or all of the CULS
held by them as at that date for purchase by the Company on the terms and
subject to the conditions set out in this document and the Tender Form (which
together constitute the Tender Offer). CULS Holders are not obliged to tender
any CULS.
1.2 The Tender Offer is made at the Tender Price which
is set out at paragraph 4 below. The calculation of the Tender Price approved
by the Directors is conclusive and binding on all CULS Holders.
1.3 The consideration for the CULS acquired by the
Company pursuant to the Tender Offer will be paid in accordance with the
settlement procedures set out in paragraph 6 below.
1.4 Upon the Tender Offer becoming unconditional and
unless the Tender Offer has been terminated or has lapsed in accordance with
the provisions of paragraph 3.2 below, the Company will accept the tenders of
CULS Holders that have been validly made in accordance with these terms and
conditions.
1.5 Unless terminated in accordance with the
provisions herein, the Tender Offer will, subject to paragraph 10.1 below,
close for CULS Holders at 1.00 p.m. on 19 April 2023. A Tender Form and/or TTE
Instruction once submitted shall be irrevocable. Any tendered CULS will be
placed in escrow and will not be able to be traded unless and until the Tender
Offer is terminated or lapses in accordance with these terms and conditions.
2 Tender Entitlement
2.1 Each CULS Holder (other than a Restricted CULS
Holder and certain Overseas CULS Holders) whose name appears on the CULS
Register at 6.00 p.m. on the Record Date will be entitled to sell to the
Company all or part of their holding of CULS as at the Record Date (in
integral multiples of £5,000 nominal). The Company reserves the right to
scale back any CULS tendered on a pro rata basis, adjusted as necessary to
ensure that any remaining CULS are in integral multiples of £5,000 nominal.
2.2 As at the date of this document the maximum number
of CULS that the Company may purchase pursuant to the Tender Offer, should the
Tender Offer become unconditional, would be 6,000 units of £5,000 nominal
CULS (being equal to 100 per cent. of the Company's issued CULS).
3 Conditions
3.1 The Tender Offer is conditional on the following
Conditions being satisfied:
3.1.1 the Company not having terminated the Tender Offer for
any reason at its absolute discretion; and
3.1.2 the Tender Offer not having been terminated in
accordance with paragraph 9 below.
3.2 The Company will not purchase (or enter into any
commitment or contract to purchase) any CULS pursuant to the Tender Offer
unless the Conditions have been satisfied in full. If the Conditions are not
satisfied prior to the close of business on 31 May 2023, subject to paragraph
10.1 below, the Tender Offer, if not then completed, will lapse.
4 The Tender Price
The Tender Price is £2,500 per unit of £5,000 nominal CULS.
5 Procedure for tendering CULS
5.1 CULS held in certificated form (that is, not in
CREST)
5.1.1 Completion of Tender Forms
If you hold CULS in certificated form, you should complete separate Tender
Forms for CULS held under different designations. Tender Forms will be
available on request from Link Group on 0371 664 0321. Calls are charged at
the standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
5.1.2 Return of Tender Forms
The completed and signed Tender Form should be sent either by post to Link
Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street,
Leeds LS1 4DL, United Kingdom or by hand (during normal business hours) to the
same address, so as to arrive by no later than 1.00 p.m. on 19 April 2023. No
Tender Forms received after this time will be accepted. No acknowledgement of
receipt of documents will be given. Any Tender Form received in an envelope
postmarked from a Restricted Jurisdiction or otherwise appearing to the
Company or its agents to have been sent from any Restricted Jurisdiction may
be rejected as an invalid tender. Further provisions relating to Restricted
CULS Holders are contained in paragraph 11 below.
The completed and signed Tender Form should be accompanied by the relevant
CULS certificate(s) and/or other document(s) of title. If your CULS
certificate(s) and/or other document(s) of title are not readily available
(for example, if they are with your stockbroker, bank or other agent), the
Tender Form should nevertheless be completed, signed and returned as described
above so as to be received by the Receiving Agent as soon as possible together
with any CULS certificate(s) and/or other document(s) of title you may have
available, accompanied by a letter stating that the (remaining) CULS
certificate(s) and/or other document(s) of title will be forwarded as soon as
possible thereafter and, in any event, by no later than 1.00 p.m. on 19 April
2023.
The Receiving Agent, acting as your agent, will effect such procedures as are
required to transfer your CULS to the Company under the Tender Offer.
If you have lost your CULS certificate(s) and/or other document(s) of title,
you should either call the Receiving Agent using the telephone number provided
in paragraph 5.1.1 above or write to the Receiving Agent, Link Group,
Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1
4DL, United Kingdom, for a letter of indemnity in respect of the lost CULS
certificate(s) and/or any other document(s) of title which, when completed in
accordance with the instructions given, should be returned to Link Group at
the address referred to in paragraph 5.1.2 so as to be received by no later
than 1.00 p.m. on 19 April 2023.
5.2 CULS held in uncertificated form (that is, in
CREST)
5.2.1 Completion of TTE Instruction
If the CULS which you wish to tender are held in uncertificated form, you
should take (or procure to be taken) the action set out below to transfer (by
means of a TTE Instruction) the number of CULS which you wish to tender in the
Tender Offer to an escrow balance, specifying Link Group in its capacity as a
CREST receiving agent under its participant ID (referred to below) as the
escrow agent, as soon as possible and, in any event, so that the transfer to
escrow settles by no later than 1.00 p.m. on 19 April 2023.
If you are a CREST sponsored member, you should refer to your CREST Sponsor
before taking any action. Your CREST Sponsor will be able to confirm details
of your participant ID and the member account ID under which your CULS are
held. In addition, only your CREST Sponsor will be able to submit the TTE
Instruction to Euroclear in relation to the CULS which you wish to tender.
You should submit (or, if you are a CREST sponsored member, procure that your
CREST Sponsor submits) a TTE Instruction to Euroclear, which must be properly
authenticated in accordance with Euroclear's specification and which must
contain, in addition to the other information that is required for the TTE
Instruction to settle in CREST, the following details:
§ the ISIN number for the CULS. This is GG00BF7PL093;
§ the number of CULS to be transferred to an escrow balance;
§ your member account ID;
§ your participant ID;
§ the participant ID of the escrow agent, Link Group, in its capacity
as a CREST receiving agent, this is RA10;
§ the member account ID of the escrow agent, Link Group. This is
22024APQ;
§ the Corporate Action Number for the Tender Offer. This is allocated
by Euroclear and can be found by viewing the relevant corporate action details
in CREST;
§ the intended settlement date for the transfer to escrow. This should
be as soon as possible and in any event by no later than 1.00 p.m. on 19 April
2023; and
§ input with standard delivery instruction priority of 80.
After settlement of the TTE Instruction, you will not be able to access the
CULS concerned in CREST for any transaction or for charging purposes,
notwithstanding that they will be held by the Receiving Agent as your escrow
agent until completion, termination or lapse of the Tender Offer. If the
Tender Offer becomes unconditional, the Receiving Agent will transfer the CULS
which are accepted for purchase by the Company to itself as your agent for
onward sale to the Company. You are recommended to refer to the CREST Manual
published by Euroclear for further information on the CREST procedures
outlined above.
You should note that Euroclear does not make available special procedures, in
CREST, for any particular corporate action. Normal system timings and
limitations will therefore apply in connection with a TTE Instruction and its
settlement. You should therefore ensure that all necessary action is taken by
you (or by your CREST Sponsor) to enable a TTE Instruction relating to your
CULS to settle prior to 1.00 p.m. on 19 April 2023. In connection with this,
you are referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
5.2.2 Deposits of CULS into, and withdrawals of CULS from,
CREST
Normal CREST procedures (including timings) apply in relation to any CULS that
are, or are to be, converted from uncertificated to certificated form, or from
certificated to uncertificated form, during the course of the Tender Offer
(whether such conversion arises as a result of a transfer of CULS or
otherwise). CULS Holders who are proposing to convert any such CULS are
recommended to ensure that the conversion procedures are implemented in
sufficient time to enable the person holding or acquiring the CULS as a result
of the conversion to take all necessary steps in connection with such person's
participation in the Tender Offer (in particular, as regards delivery of CULS
certificate(s) and/or other document(s) of title or transfer to an escrow
balance as described above) prior to 1.00 p.m. on 19 April 2023.
5.3 Validity of Tender Forms and TTE Instructions
Notwithstanding the powers in paragraph 10 below, the Company reserves the
right to treat as valid only Tender Forms and TTE Instructions which are
received entirely in order by 1.00 p.m. on 19 April 2023, which are
accompanied (in the case of CULS held in certificated form) by the relevant
CULS certificate(s) and/or other document(s) of title or a satisfactory
indemnity in lieu thereof in respect of the entire number of CULS tendered.
The Record Date for the Tender Offer is 6.00 p.m. on 19 April 2023.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the
Tender Offer may be suspended, terminate or lapse in accordance with these
terms and conditions.
The decision of the Company as to which CULS have been validly tendered shall
be conclusive and binding on the CULS Holders who participate in the Tender
Offer.
If you are in any doubt as to how to complete the Tender Form or how to submit
a TTE Instruction or as to the procedures for tendering CULS, please call Link
Group on 0371 664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls from outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between 9.00 a.m.
and 5.30 p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes. You are reminded that, if you are a CREST sponsored member, you
should contact your CREST Sponsor before taking any action.
6 Announcement of the results of the Tender
and Settlement
6.1 Unless terminated in accordance with these terms
and conditions, the Tender Offer will, subject to paragraph 10.1 below, close
for CULS Holders at 1.00 p.m. on 19 April 2023. Subject to the Conditions
being satisfied, it is expected that on 20 April 2023 the Company will make a
public announcement of the total number of CULS validly tendered and, if
applicable, the extent to which any tenders will be scaled back.
6.2 Delivery of cash to CULS Holders for the CULS to
be purchased pursuant to the Tender Offer will be made by the Receiving Agent.
The Receiving Agent will act as agent for tendering CULS Holders for the
purpose of receiving the cash and transmitting such cash to tendering CULS
Holders. Under no circumstances will interest be paid on the cash to be paid
by the Company or the Receiving Agent regardless of any delay in making such
payment.
6.3 If any tendered CULS are not purchased because of
an invalid tender, the termination of the Tender Offer, as a result of scaling
back or otherwise, relevant CULS certificate(s) and/or other document(s) of
title, if any, will be returned or sent as promptly as practicable, without
expense to, but at the risk of, the relevant tendering CULS Holder, or in the
case of CULS held in uncertificated form (that is, in CREST), the Receiving
Agent will provide instructions to Euroclear to transfer all CULS held in
escrow balances by TFE Instruction to the original available balances to which
those CULS came.
6.4 Settlement of the consideration to which any CULS
Holder is entitled pursuant to valid tenders accepted by the Company is
expected to be made as follows:
6.4.1 CULS held in certificated form (that is, not in CREST)
Where an accepted tender relates to CULS held in certificated form, cheques
for the consideration due will be despatched at the CULS Holder's own risk by
the Receiving Agent by first class post to the person or agent whose name and
address is set out in Box 4 of the Tender Form or, if none is set out, to the
registered address of the tendering CULS Holder shown in Box 1 of the Tender
Form or, in the case of joint holders, the address of the CULS Holder first
named in the CULS Register. All cash payments will be made in Sterling by
cheque drawn on a branch of a UK clearing bank.
6.4.2 CULS held in uncertificated form (that is, in CREST)
Where an accepted tender relates to CULS held in uncertificated form, the
consideration due will be paid by means of CREST by the Receiving Agent (on
behalf of the Company) procuring the creation of a CREST payment obligation in
favour of the tendering CULS Holder's payment bank in accordance with the
CREST payment arrangements.
6.4.3 Timing of settlement
The payment of any consideration to CULS Holders for CULS tendered in the
Tender Offer will be made only after the relevant TTE Instruction has settled
or (as the case may be) timely receipt by the Receiving Agent of the CULS
certificate(s) and/or other requisite document(s) of title evidencing such
CULS and any other documents required under the Tender Offer.
6.5 If only part of a holding of CULS is sold pursuant
to the Tender Offer (whether as a result of scaling back tenders or
otherwise), then:
6.5.1 where the CULS are held in certificated form, the
relevant CULS Holder will be entitled to receive a certificate in respect of
the balance of the remaining CULS; or
6.5.2 where the CULS are held in uncertificated form (that
is, in CREST) the unsold CULS will be transferred by the Receiving Agent by
means of a TFE Instruction to the original available balance from which those
CULS came.
7 Tender Form and TTE Instruction
Each CULS Holder by whom, or on whose behalf, a Tender Form or TTE Instruction
(as applicable) is executed or submitted, irrevocably undertakes, represents,
warrants and agrees to and with the Company (so as to bind himself, herself or
itself, and his, her or its respective personal representatives, heirs,
successors and assigns) that:
7.1 the execution and lodgement of the Tender Form or
the submission of a TTE Instruction shall constitute an offer to sell to the
Company such CULS Holder's Tender Entitlement or, if lower, the number of CULS
inserted in Box 2 of the Tender Form or submitted in the TTE Instruction (as
applicable), on and subject to the terms and conditions set out or referred to
in this document and, once a Tender Form and/or TTE Instruction is submitted,
such offer shall be irrevocable;
7.2 such CULS Holder has full power and authority to
tender, sell, assign or transfer the CULS in respect of which such offer is
accepted (together with all rights attaching thereto) and, when the same are
purchased by the Company, the Company will acquire such CULS with full title
guarantee and free from all liens, charges, encumbrances, equitable interests,
rights of pre-emption or other third party rights of any nature and together
with all rights attaching thereto on or after the Closing Date;
7.3 the execution and lodgement of the Tender Form
will, subject to the Tender Offer becoming unconditional, constitute the
irrevocable appointment of any director or officer of the Company as such CULS
Holder's attorney and/or agent ("attorney"), and an irrevocable instruction to
the attorney to complete and execute all or any instruments of transfer and/or
other documents at the attorney's discretion in relation to the CULS referred
to in paragraph 7.1 above in favour of the Company or such other person or
persons as the Company may direct and to deliver such instrument(s) of
transfer and/or other document(s) at the discretion of the attorney, together
with the CULS certificate(s) and/or other document(s) relating to such CULS,
for registration within six months of the Tender Offer becoming unconditional
and to do all such other acts and things as may in the opinion of such
attorney be necessary or expedient for the purpose of, or in connection with,
the Tender Offer and to vest such CULS in the Company or its nominee(s) or
such other person(s) as the Company may direct;
7.4 the input of the TTE Instruction will, subject to
the Tender Offer becoming unconditional, constitute the irrevocable
appointment of the Receiving Agent as such CULS Holder's escrow agent and an
irrevocable instruction and authority to the escrow agent, to transfer to
itself and then to transfer to the Company by means of CREST (or to such
person or persons as the Company may direct) all of the Relevant CULS (as
defined below) accepted under the Tender Offer or where there are CULS which
have not been successfully tendered under the Tender Offer, to transfer the
Relevant CULS to the original available balances from which those CULS came.
For the purposes of this paragraph 7.4, "Relevant CULS" means CULS held in
uncertificated form and in respect of which a transfer or transfers to escrow
has or have been effected pursuant to the procedures described in these terms
and conditions;
7.5 each CULS Holder agrees to ratify and confirm each
and every act or thing which may be done or effected by the Company or the
Receiving Agent (in the case of CULS tendered through CREST) or any of their
respective directors or officers or any person nominated by the Company or the
Receiving Agent (in the case of CULS tendered through CREST) in the proper
exercise of its or his or her powers and/or authorities hereunder;
7.6 if such CULS Holder holds CULS in certificated
form, he, she or it will deliver to the Receiving Agent his, her or its CULS
certificate and/or other document(s) of title in respect of the CULS, or an
indemnity acceptable to the Company in lieu thereof, or will procure the
delivery of such document(s) to such person as soon as possible thereafter
and, in any event, by no later than 1.00 p.m. on 19 April 2023;
7.7 such CULS Holder shall do all such acts and things
as shall be necessary or expedient and execute any additional documents deemed
by the Company to be desirable, in each case to complete the purchase of the
CULS and/or to perfect any of the authorities expressed to be given hereunder;
7.8 such CULS Holder, if an Overseas CULS Holder, (a)
is not in any Restricted Jurisdiction or in any territory in which it is
unlawful to make or accept the Tender Offer or to use the Tender Form in any
manner in which such person has used or will use it, (b) has fully observed
any applicable legal and regulatory requirements of the territory in which
such Overseas CULS Holder is resident or located and (c) the invitation under
the Tender Offer may lawfully be made to and accepted by him, her or it under
the laws of the relevant jurisdiction;
7.9 such CULS Holder has not received or sent copies
or originals of the Tender Form to a Restricted Jurisdiction and has not
otherwise utilised in connection with the Tender Offer, directly or
indirectly, the mails or any means or instrumentality (including, without
limitation, facsimile transmission, internet, telex and telephone) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of any Restricted Jurisdiction, that the Tender Form has not been
mailed or otherwise sent in, into or from any Restricted Jurisdiction (or the
TTE Instruction has not been sent from a Restricted Jurisdiction in the case
of CULS held in uncertificated form (that is, in CREST)) and that such CULS
Holder is not accepting the Tender Offer from any Restricted Jurisdiction;
7.10 in the case of CULS held in certificated form, the
provisions of the Tender Form shall be deemed to be incorporated into the
terms and conditions of the Tender Offer;
7.11 in the case of CULS held in certificated form, the
despatch of a cheque in respect of the Tender Price to a CULS Holder at his,
her or its respective registered addresses or such other address as is
specified in the Tender Form will constitute a complete discharge by the
Company of its obligations to make such payment to such CULS Holders;
7.12 in the case of CULS held in uncertificated form (that
is, in CREST) the creation of a CREST payment in favour of such CULS Holder's
payment bank in accordance with the CREST payment arrangements as referred to
in paragraph 5.2.1 above will, to the extent of the obligations so created,
discharge fully any obligation of the Company to pay to such CULS Holder the
cash consideration to which he, she or it is entitled in the Tender Offer;
7.13 on execution, the Tender Form takes effect as a deed;
7.14 the execution of the Tender Form or the submission of
a TTE Instruction constitutes such CULS Holder's submission to the
jurisdiction of the English courts in relation to all matters arising out of
or in connection with the Tender Offer;
7.15 in the case of CULS held in uncertificated form (that
is, in CREST), if, for any reason any CULS in respect of which a TTE
Instruction has been made are, prior to 1.00 p.m. on 19 April 2023, converted
into certificated form, the tender(s) through CREST in respect of such CULS
shall cease to be valid;
7.16 if the appointment of the attorney and/or agent under
paragraph 7.3 above shall be unenforceable or invalid or shall not operate so
as to afford to the Company the benefit or authority expressed to be given
therein, the CULS Holder shall with all practicable speed, do all such acts
and things and execute all such documents that may be required to enable the
Company to secure the full benefits of paragraph 7.3 above; and
7.17 in the case of CULS held in uncertificated form (that
is in CREST), such CULS Holder shall not take any action which would prevent
the Company or its agent(s) from cancelling the CULS to which the TTE
Instructions relate.
A reference in this paragraph 7 to a CULS Holder who holds CULS in
certificated form includes a reference to the person or persons executing the
Tender Form and, in the event of more than one person executing the Tender
Form, the provisions of this paragraph will apply to them jointly and to each
of them. Each CULS Holder to whom this paragraph 7 applies hereby consents
to the assignment by the Company of all such benefit as the Company may have
in any covenants, representations and warranties in respect of the CULS that
are successfully tendered under the Tender Offer.
8 Additional provisions
8.1 CULS Holders (other than a Restricted CULS Holder
and certain Overseas CULS Holders) will, subject to any scaling back in
accordance with these terms and conditions, be entitled to have accepted in
the Tender Offer valid tenders to the Company up to his, her or its Tender
Entitlement. If in the Company's determination (in its absolute discretion)
Box 2 of any Tender Form has not been validly completed in respect of the
number of CULS to be tendered (in integral multiples of £5,000 nominal),
provided that that Tender Form is otherwise in order and accompanied by all
other relevant documents, the relevant CULS Holders may be deemed to have
tendered such amounts of CULS as equal to their respective Tender
Entitlements.
8.2 CULS sold by CULS Holders pursuant to the Tender
Offer will be acquired with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption or other
third-party rights of any nature and together with all rights attaching
thereto on or after the Closing Date.
8.3 Each CULS Holder who tenders or procures the
tender of CULS will thereby be deemed to have agreed that, in consideration of
the Company agreeing to process his, her or its tender, such CULS Holder will
not revoke his, her or its tender or withdraw his, her or its CULS. CULS
Holders should note that once tendered, CULS may not be sold, transferred,
charged or otherwise disposed of.
8.4 Any omission to despatch this document or any
Tender Form or any notice required to be despatched under the terms of the
Tender Offer to, or any failure to receive the same by, any person entitled to
participate in the Tender Offer shall not invalidate the Tender Offer in any
way or create any implication that the Tender Offer has not been made to any
such person.
8.5 No acknowledgement of receipt of any Tender Form,
TTE Instruction and/or other document(s) of title will be given. All
communications, notices, certificates, documents of title and remittances to
be delivered by or sent to or from CULS Holders (or their designated agents)
will be delivered by or sent to or from such CULS Holders (or their designated
agents) at their own risk.
8.6 Subject to paragraph 10 below, all tenders in
relation to certificated holders must be made on a Tender Form, fully
completed in accordance with the instructions set out thereon which constitute
part of the terms and conditions of the Tender Offer and, for uncertificated
holders, a TTE Instruction must be submitted in accordance with the
instructions provided in paragraph 5.2 above. A Tender Form or TTE Instruction
will only be valid when the procedures contained in the terms and conditions
of the Tender Offer and in the Tender Form (as applicable) are complied with.
The Tender Offer will be governed by and construed in accordance with English
law. Delivery or posting of a Tender Form or the transmission of a TTE
Instruction in CREST as applicable, will constitute submission to the
jurisdiction of the English courts in respect of all matters arising out of or
in connection with the Tender Offer (including the Tender Form or the
transmission of a TTE Instruction in CREST).
8.7 If the Tender Offer does not become unconditional,
is terminated or lapses, all documents lodged pursuant to the Tender Offer
will be returned promptly by post, within 14 Business Days of the Tender Offer
terminating or lapsing, to the person or agent whose name and address is set
out in Box 4 of the Tender Form or, if none is set out, to the registered
address of the tendering CULS Holder shown in Box 1 of the Tender Form or, in
the case of joint holders, the address of the CULS Holder first named in the
CULS Register. In the case of CULS held in uncertificated form, Link Group in
its capacity as the escrow agent will, within 14 Business Days of the Tender
Offer terminating or lapsing, give instructions to Euroclear to transfer all
CULS held in escrow balances and in relation to which it is the escrow agent
for the purposes of the Tender Offer by TFE Instruction to the original
available balances from which those CULS came. In any of these circumstances,
Tender Forms and TTE Instructions will cease to have any effect.
8.8 The instructions, terms, provisions and
authorities contained in or deemed to be incorporated in the Tender Form shall
constitute part of the terms of the Tender Offer. The definitions set out in
this document apply to the terms and conditions of the Tender Offer, including
the Tender Form.
8.9 Subject to paragraph 11 below, the Tender Offer is
open to those CULS Holders whose names appeared on the CULS Register at 6.00
p.m. on the Record Date. Unless the Tender Offer is extended in accordance
with paragraph 10.1 below, the Tender Offer will close at 1.00 p.m. on 19
April 2023. Subject to paragraph 10.7 below, no Tender Form, CULS
certificate(s) and/or other document(s) of title or indemnity or TTE
Instruction received after that time will be accepted.
8.10 All documents and remittances despatched to or from
CULS Holders or their appointed agents in connection with the Tender Offer
will be despatched at the CULS Holder's own risk and no acknowledgement will
be issued in respect of receipt of Tender Forms.
8.11 Further copies of this document and copies of the
Tender Form may be obtained on request from the Receiving Agent.
9 Termination of the Tender Offer
9.1 If at any time prior to effecting the purchase of
any CULS tendered pursuant to the Tender Offer, (i) the Company (acting
through the Directors) determines in its absolute discretion that the Tender
Offer would no longer be in the interests of the Company and/or CULS Holders;
or (ii) in the Company's determination, as a result of any change in national
or international financial, economic, political or market conditions, it has
become either impractical or inappropriate for the Company to dispose of its
investments or the costs of the Tender Offer (including without limitation the
costs of the realisation of assets to fund the Tender Offer) have otherwise
become prohibitive; or (iii) in the Directors' determination, the completion
of the purchase of CULS tendered pursuant to the Tender Offer could have
unexpected adverse fiscal or other consequences (whether by reason of a change
in legislation or practice or otherwise) for the Company or its CULS Holders
if the Tender Offer were to proceed, the Company shall be entitled to
terminate the Tender Offer at its absolute discretion.
9.2 If the Tender Offer is terminated, the Company
will make an announcement through a Regulatory Information Service that such
is the case and the Tender Offer shall cease and determine absolutely, without
any liability on the part of the Company.
10 Miscellaneous
10.1 The Company reserves the right, at any time prior to
the announcement of the results of the Tender Offer to extend the period
during which the Tender Offer is open and/or otherwise to amend the times and
dates referred to in this document. In the event that the Company extends the
period during which the Tender Offer is open, any references to the date on
which the Tender Offer shall close, and to the time and date by which Tender
Forms should be returned or relevant TTE instructions made, shall mean the
latest time and date at which the Tender Offer applicable to CULS, as so
extended, shall close and the corresponding deadlines for the return of Tender
Forms and the making of TTE instructions.
10.2 The Company reserves the right, at any time prior to
the announcement of the results of the Tender Offer to amend the terms and
conditions of the Tender Offer in order to comply with any applicable rules
and regulations or otherwise to make such non-material modifications or
additions as the Company may from time to time determine.
10.3 The Company shall notify CULS Holders of any
extension of the Tender Offer, any variation to the terms of the Tender Offer
or the termination of the Tender Offer, made in accordance with these terms
and conditions, promptly by public announcement. The Company will make such
announcement through a Regulatory Information Service not later than 8.00 a.m.
(UK time) on the Business Day after such occurrence. References to the
making of an announcement by the Company includes the release of an
announcement on behalf of the Company to the press and delivery of, or
telephone or facsimile or other electronic transmission of, such announcement
to a Regulatory Information Service.
10.4 CULS purchased pursuant to the Tender Offer will be
cancelled.
10.5 The expenses of the Tender Offer will be borne by the
Company.
10.6 Except as contained in this document, no person has
been authorised to give any information or make any representations with
respect to the Company or the Tender Offer and, if given or made, such other
information or representations should not be relied on as having been
authorised by the Company. Under no circumstances should the delivery of this
document or the delivery of any consideration pursuant to the Tender Offer
create any implication that there has been no change in the assets,
properties, business or affairs of the Company since the date of this
document.
10.7 The Company reserves the absolute right to inspect
(either itself or through its agents or through the Receiving Agent) all
Tender Forms and TTE Instructions and may consider void and reject any tender
that does not in the Company's sole judgement meet the requirements of the
Tender Offer. The Company also reserves the absolute right to waive any defect
or irregularity in the tender of any CULS, including any Tender Form (in whole
or in part) which is not entirely in order or which is not accompanied by (in
the case of CULS held in uncertificated form) the relevant TTE Instruction or
(in the case of CULS held in certificated form), the related CULS
certificate(s) and/or other document(s) of title or an indemnity acceptable to
the Company in lieu thereof. However, in that event, the consideration payable
under the Tender Offer for successfully tendered CULS held in certificated
form will only be despatched when the relevant Tender Form is entirely in
order and the relevant CULS certificate and/or other document(s) of title or
indemnities satisfactory to the Company has/have been received. None of the
Company, the Receiving Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
10.8 The provisions of the Contracts (Rights of Third
Parties) Act 1999 do not apply to the Tender Offer.
11 Restricted CULS Holders and Overseas CULS Holders
11.1 The provisions of this paragraph 11 and any other
terms of the Tender Offer relating to Restricted CULS Holders may be waived,
varied or modified as regards specific CULS Holders or on a general basis by
the Company but only if the Company is satisfied that such a waiver, variance
or modification will not constitute or give rise to a breach of applicable
securities or other laws.
11.2 Overseas CULS Holders should inform themselves about
and observe any applicable legal requirements. It is the responsibility of any
such Overseas CULS Holder wishing to tender CULS to satisfy himself, herself
or itself as to the full observance of the laws of the relevant jurisdiction
in connection herewith, the compliance with other necessary formalities and
the payment of any transfer or other taxes or other requisite payments due in
such jurisdiction. Any such Overseas CULS Holders will be responsible for the
payment of any such transfer or other taxes or other requisite payments due by
whomsoever payable and the Company and any person acting on its behalf shall
be fully indemnified and held harmless by such Overseas CULS Holder for any
such transfer or other taxes or other requisite payments such person may be
required to pay. No steps have been taken to qualify the Tender Offer or to
authorise the extending of the Tender Offer or the distribution of the Tender
Forms in any territory outside the United Kingdom.
11.3 The Tender Offer is not being made to Restricted CULS
Holders. Restricted CULS Holders are being excluded from the Tender Offer in
order to avoid breaching applicable local laws relating to the implementation
of the Tender Offer. Accordingly, copies of the Tender Form are not being and
must not be mailed or otherwise distributed into a Restricted Jurisdiction,
including to CULS Holders with registered addresses in Restricted
Jurisdictions, or to persons whom the Company knows to be custodians, nominees
or trustees holding CULS for persons in Restricted Jurisdictions. Persons
receiving such documents (including, without limitation, custodians, nominees
and trustees) should not distribute or send them in or into a Restricted
Jurisdiction or use such mails or any such means, instrumentality or facility
in connection with the Tender Offer, as so doing will render invalid any
related purported acceptance of the Tender Offer. Persons wishing to accept
the Tender Offer should not use such mails or any such means, instrumentality
or facility for any purpose directly or indirectly relating to acceptance of
the Tender Offer. Envelopes containing Tender Forms should not be postmarked
from a Restricted Jurisdiction or otherwise despatched to a Restricted
Jurisdiction and accepting CULS Holders must not provide Restricted
Jurisdiction addresses for the remittance of cash or return of Tender Forms.
11.4 A CULS Holder will be deemed not to have made a valid
tender if:
11.4.1 such CULS Holder is unable to make the representations and
warranties set out in paragraphs 7.8 and 7.9 above; or
11.4.2 such CULS Holder inserts in Box 4 of the Tender Form the
name and address of a person or agent in a Restricted Jurisdiction to whom he,
she or it wishes the consideration to which such CULS Holder is entitled in
the Tender Offer to be sent; or
11.4.3 the Tender Form received from him, her or it is in an
envelope postmarked in, or which otherwise appears to the Company or its
agents to have been sent from, a Restricted Jurisdiction. The Company reserves
the right, in its absolute discretion, to investigate, in relation to any
acceptance, whether the representations and warranties referred to in
paragraphs 7.8 and 7.9 above given by any CULS Holder are correct and, if such
investigation is undertaken and as a result the Company determines (for any
reason) that such representations and warranties are not correct, such
acceptance shall not be valid.
11.5 If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person (including,
without limitation, custodians, nominees and trustees), whether pursuant to a
contractual or legal obligation or otherwise, forwards this document, the
Tender Form or any related offering documents in or into a Restricted
Jurisdiction or uses the mails of, or any means or instrumentality (including,
without limitation, facsimile transmission, telex, internet and telephone) of
interstate or foreign commerce of, or any facility of a national securities
exchange in, a Restricted Jurisdiction in connection with such forwarding,
such person should:
11.5.1 inform the recipient of such fact;
11.5.2 explain to the recipient that such action may invalidate
any purported acceptance by the recipient; and
11.5.3 draw the attention of the recipient to this paragraph 11.
11.6 If you are in any doubt about your position, you
should consult your professional adviser in the relevant territory.
11.7 The provisions of this paragraph 11 supersede any
terms of the Tender Offer inconsistent herewith.
11.8 Overseas CULS Holders (who are not Restricted CULS
Holders) should inform themselves about and observe any applicable legal or
regulatory requirements. The comments set out in this document are intended as
a general guide only and CULS Holders who are in any doubt about their
position should consult their professional adviser in the relevant territory.
(#_ftnref1)
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