RCS - Glanbia Co-operative - Placing of Exchangeable Bonds and Existing Shares

Arthur J Gallagher & CoAnnouncement

20/01/2022 08:05

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RNS Number : 0300Z  Glanbia Co-operative Society Ltd  20 January 2022

NOT FOR DISTRIBUTION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (OR TO U.S. PERSONS) (OTHER THAN, IN THE CASE OF THE EQUITY PLACEMENT
AND THE CONCURRENT DELTA PLACEMENT, TO QIBS (EACH AS DEFINED BELOW)), CANADA
(EXCEPT TO "ACCREDITED INVESTORS" AND "PERMITTED CLIENTS", EACH AS DEFINED
BELOW), AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION

20 January 2022

GLANBIA CO-OPERATIVE SOCIETY LIMITED ANNOUNCES THE SUCCESSFUL PRICING AND
PLACING OF EUR 250 MILLION EXCHANGEABLE BONDS INTO GLANBIA PLC SHARES AND
CONCURRENT PLACEMENT OF GLANBIA PLC SHARES THROUGH A COMBINED OFFERING

Glanbia Co-operative Society Limited (the "Issuer"), following the press
release published yesterday, has completed the sale of 5.75 million shares
(the "Shares") of Glanbia plc (the "Company"), at EUR 12.25 per share and
raising c. EUR 70 million through a private placement executed through an
accelerated bookbuilding process (the "Equity Placement"). The placement
represents approximately 2% of the Company's issued share capital.

Concurrently with the Equity Placement, the Issuer announces the successful
pricing and placing of EUR 250 million senior secured bonds (the "Bonds") due
January 2027 exchangeable for existing ordinary shares of the Company (the
"Bond Issue" and together with the Equity Placement, the "Transaction").

The Issuer intends to use the net proceeds from the Transaction to finance the
acquisition of the Company's 40% stake in Glanbia Ireland DAC, as announced on
10 November 2021.

The Bonds will be issued at 100% of their principal amount in the denomination
of EUR 100,000 each and, unless previously exchanged, redeemed or purchased
and cancelled, will be redeemed at 100% of their principal amount at their
maturity date expected to be on 27 January 2027 subject to the Issuer's option
to alternatively satisfy such obligation by delivering the exchange property
and, as the case may be, an additional amount in cash.

The Bonds will bear interest at a fixed rate of 1.875% per annum, payable
semi-annually in arrear on 27 January and 27 July of each year. The initial
exchange price of the Bonds has been set at a premium of 35% to the placement
price of a Share in the concurrent Equity Placement.

The Bonds will be exchangeable for existing Shares owned by the Issuer. Upon
delivery of an exchange notice by a bondholder, the Issuer may elect to pay a
cash alternative amount instead of delivering all or some of the relevant pro
rata share of the exchange property. The total number of Shares in issue by
the Company will not change as a result of the Bond Issue.

The Issuer may, by giving notice to the bondholders (i) at any time from (but
excluding) the date of an EGM to (and including) 10 business days following
the date of such EGM, if one or more resolutions to approve the purchase by
the Issuer of all of the Company's shareholding in Glanbia Ireland DAC (the
"Acquisition") have been presented to, but have not been passed by, the
Company's independent shareholders at that EGM; and (ii) at any time from (but
excluding) 30 September 2022 (the "Long Stop Date") to (and including) 10
business days following the Long Stop Date, if the Acquisition has not
completed as at the Long Stop Date, redeem all but not some of the Bonds, at
the greater of (i) 102% of the principal amount of the Bonds and (ii) 102% of
the fair bond value of the Bonds (to be determined in accordance with the
terms and conditions of the Bonds), in each case together with accrued
interest.

The Bonds may also be redeemed at the option of the Issuer in whole but not in
part at their principal amount plus accrued interest (i) on or after 17
February 2025 , if the value of the pro rata share of the exchange property
deliverable on exchange of a Bond (the "Exchange Property") exceeds 130%  of
the principal amount of a Bond for a specified period, (ii) at any time if 15%
or less of the Bonds remain outstanding or (iii) at any time if, following a
relevant Offer, compulsory acquisition or Scheme of Arrangement (each as
defined in the terms and conditions of the Bonds) and prior to the date on
which the relevant notice of redemption is given, the Exchange Property
consists wholly of cash.

The Bonds will constitute direct, unconditional, unsubordinated obligations of
the Issuer and will benefit from an Irish law fixed charge over the Exchange
Property.

Concurrently with the Transaction, the Banks (as defined below) conducted a
simultaneous placement of existing Shares (the "Delta Shares") on behalf of
certain subscribers of the Bonds (the "Concurrent Delta Placement", together
with the Equity Placement, the "Placement") at the placing price of the Equity
Placement. The Issuer and the Company will not receive any proceeds from the
Concurrent Delta Placement. Subscribers of Bonds participating in the
Concurrent Delta Placement will bear all costs associated therewith and any
and all customary broking commissions.

Settlement of the Bonds is expected to take place on or about 27 January 2022.
Settlement of the Equity Placement and Concurrent Delta Placement is expected
to take place on or about 24 January 2022.

Application is expected to be made for the Bonds to be admitted to trading on
the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange, and
such admission to trading is expected prior to the first interest payment date
(expected to be on 27 July 2022).

The Issuer has agreed to a lock-up in respect of its shares in the Company
ending 90 days after the later of (i) the settlement date of the Placement and
(ii) the settlement date in respect of the Bonds, subject to customary
exceptions and waiver by the Joint Global Coordinators of the Transaction.

The Bonds, the Delta Shares and the Equity Placement Shares have been offered
to institutional investors only. None of the Bonds, the Delta Shares nor the
Equity Placement Shares has been or will be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States. The
Bonds have been offered and sold only outside the United States to persons who
are not "U.S. persons" ("U.S. Persons") as defined in and in compliance with
Regulation S under the Securities Act. The Delta Shares and Equity Placement
Shares have been offered and sold outside the United States in compliance with
Regulation S and in the United States (in relation to the Equity Placement and
Concurrent Delta Placement only) solely to qualified institutional buyers
("QIBs"), as defined in Rule 144A under the Securities Act, pursuant to an
exemption from the registration requirements of the Securities Act. There have
been no offers or sales to investors in Australia, South Africa, Canada
(except to "Accredited Investors" and "Permitted Clients", as defined below,
in relation to the Equity Placement and Concurrent Delta Placement only) or
Japan or any other jurisdiction in which offers or sales would be prohibited
by applicable law.

BNP PARIBAS and HSBC acted as Joint Global Coordinators and, together with
RABOBANK (acting in cooperation with its distribution partner Kepler
Cheuvreux) as Joint Bookrunners of the Transaction. GOODBODY acted as a Joint
Global Coordinator of the Equity Placement and as a Co-Manager of the Bond
Issue (together with BNP PARIBAS, HSBC and RABOBANK, the "Banks").

 

*             *             *

Important Notice

 

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION
OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY BONDS AND/OR
THE SHARES TO BE DELIVERED ON EXCHANGE OF THE BONDS AND/OR THE DELTA SHARES
AND/OR THE EQUITY PLACEMENT SHARES (TOGETHER THE "SECURITIES") IN THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE
UNLAWFUL. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF ANY U.S. PERSONS, 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 SECURITEIS LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE BONDS WILL BE OFFERED
AND SOLD ONLY OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS IN
COMPLIANCE WITH REGULATION S. THE EQUITY PLACEMENT SHARES AND THE DELTA SHARES
WILL BE OFFERED AND SOLD OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S AND MAY BE OFFERED IN THE UNITED STATES SOLELY TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED
STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE
SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND SHOULD
NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED
STATES. NO OFFERING OF THE SECURITIES IS BEING MADE IN THE UNITED STATES.

 

NO PROSPECTUS OR OTHER OFFERING DOCUMENT HAS BEEN OR WILL BE SUBMITTED TO ANY
REGULATORY AUTHORITY IN RELATION TO THE TRANSACTION AND THE CONCURRENT DELTA
PLACEMENT AND THE COMMITMENTS OF INVESTORS OR PLACEES PROCURED BY THE BANKS
WILL BE MADE SOLELY ON THE BASIS OF PUBLICLY-AVAILABLE INFORMATION. NO ACTION
HAS BEEN TAKEN BY ANY PERSON THAT WOULD PERMIT AN OFFERING OF THE SECURITIES
OR THE DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO THE SECURITIES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, THE
SECURITIES ARE NOT BEING AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO ANY SUCH JURISDICTION. THIS DOCUMENT HAS
BEEN PROVIDED FOR YOUR INFORMATION AND IS SUBJECT TO AMENDMENT. NEITHER THIS
DOCUMENT NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY CONTRACT TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES, NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON
IN CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER.

 

THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY
DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO,
WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE
CONDUCTED SUBJECT TO CONTRACT.

 

THE INFORMATION IN THIS DOCUMENT DOES NOT PURPORT TO BE COMPREHENSIVE AND HAS
NOT BEEN INDEPENDENTLY VERIFIED BY THE BANKS, ANY OF THEIR RESPECTIVE GROUP
UNDERTAKINGS OR AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES. NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY ANY BANK OR BY ANY OF
THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES
AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS, CORRECTNESS OR SUFFICIENCY
OF THIS DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO
ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY
EXPRESSLY DISCLAIMED. THE INFORMATION CONTAINED IN THIS DOCUMENT IS SUBJECT TO
CHANGE WITHOUT NOTICE AND MAY NOT CONTAIN ALL MATERIAL INFORMATION RELATING TO
THE PRODUCTS, INVESTMENT AND TRANSACTION REFERRED TO HEREIN. NONE OF THE
ISSUER, THE BANKS NOR ANY OF THEIR RESPECTIVE GROUP UNDERTAKINGS OR AFFILIATES
GIVE ANY UNDERTAKING TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL
INFORMATION OR TO UPDATE THIS DOCUMENT OR ANY ADDITIONAL INFORMATION OR TO
CORRECT ANY INACCURACIES IN IT WHICH MAY BECOME APPARENT, AND IT RESERVES THE
RIGHT, WITHOUT GIVING REASONS, AT ANY TIME AND IN ANY RESPECT TO AMEND OR
TERMINATE THE PROPOSALS DESCRIBED HEREIN.

 

ANY PROSPECTIVE INVESTOR IN THE SECURITIES REFERRED TO IN THIS DOCUMENT SHOULD
PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE SECURITIES. NONE OF THE ISSUER, THE COMPANY OR THE BANKS MAKES ANY
REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR
INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF
THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

 

COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE
FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES (OR TO U.S.
PERSONS), (IN RELATION TO THE EQUITY PLACEMENT AND CONCURRENT DELTA PLACEMENT
ONLY) EXCEPT UNLESS TO OR FROM A QIB, OR ANY OTHER JURISDICTION IN WHICH SUCH
MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN
THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS DOCUMENT (INCLUDING
CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD,
DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES (OR TO U.S. PERSONS),
(IN RELATION TO THE EQUITY PLACEMENT AND CONCURRENT DELTA PLACEMENT ONLY)
EXCEPT UNLESS TO OR FROM A QIB, OR ANY OTHER JURISDICTION IN WHICH SUCH
MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN
THOSE JURISDICTIONS.

 

ANY ALLOCATION OF THE BONDS DESCRIBED IN THIS DOCUMENT WILL BE MADE EXPRESSLY
SUBJECT TO THE CONDITION THAT ANY OFFERING OF THE BONDS COMPLETES AND THAT THE
BONDS ARE ISSUED. IN PARTICULAR, IT SHOULD BE NOTED THAT ANY SUCH OFFERING AND
FORMAL DOCUMENTATION RELATING THERETO WILL BE SUBJECT TO CONDITIONS PRECEDENT
AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARE CUSTOMARY FOR SUCH AN
OFFERING. ANY SUCH OFFERING WILL NOT COMPLETE UNLESS SUCH CONDITIONS PRECEDENT
ARE FULFILLED AND ANY SUCH TERMINATION EVENTS HAVE NOT TAKEN PLACE OR THE
FAILURE TO FULFIL SUCH A CONDITION PRECEDENT OR THE OCCURRENCE OF A
TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE. THE JOINT BOOKRUNNERS
RESERVE THE RIGHT TO EXERCISE OR REFRAIN FROM EXERCISING THEIR RIGHTS IN
RELATION TO THE FULFILMENT OR OTHERWISE OF ANY SUCH CONDITION PRECEDENT OR THE
OCCURRENCE OF ANY TERMINATION EVENT IN SUCH MANNER AS THEY MAY DETERMINE IN
THEIR ABSOLUTE DISCRETION.

 

EACH OF BNP PARIBAS, GOODBODY STOCKBROKERS UC, HSBC CONTINENTAL EUROPE AND
COÖPERATIEVE RABOBANK U.A. IS ACTING EXCLUSIVELY FOR THE ISSUER IN CONNECTION
WITH THE TRANSACTION AND NO ONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE ISSUER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS
NOR FOR GIVING ADVICE IN RELATION TO THE TRANSACTION OR ANY OTHER MATTER
REFERRED TO HEREIN.

 

BNP PARIBAS IS BASED IN PARIS, IS AUTHORISED AND SUPERVISED BY THE EUROPEAN
CENTRAL BANK (ECB), AS PART OF THE SINGLE SUPERVISORY MECHANISM (SSM), THE
FRENCH PRUDENTIAL SUPERVISORY AND RESOLUTION AUTHORITY (L'AUTORITÉ DE
CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION) (ACPR) AS THE FRENCH NATIONAL
COMPETENT AUTHORITY. IT IS ALSO SUPERVISED BY THE FRENCH FINANCIAL MARKETS
AUTHORITY (L'AUTORITÉ DES MARCHÉS FINANCIERS) (AMF) FOR THE ACTIVITIES
CARRIED OUT OVER FINANCIAL INSTRUMENTS OR IN FINANCIAL MARKETS. BNP PARIBAS,
LONDON BRANCH IS DEEMED AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY AND
WITH DEEMED VARIATION OF PERMISSION. SUBJECT TO REGULATION BY THE FINANCIAL
CONDUCT AUTHORITY AND LIMITED REGULATION BY THE PRUDENTIAL REGULATION
AUTHORITY.

 

GOODBODY STOCKBROKERS UC, TRADING AS GOODBODY, IS REGULATED BY THE CENTRAL
BANK OF IRELAND. IN THE UK, GOODBODY IS ALSO SUBJECT TO REGULATION BY THE
FINANCIAL CONDUCT AUTHORITY. GOODBODY IS A MEMBER OF EURONEXT DUBLIN AND THE
LONDON STOCK EXCHANGE. GOODBODY IS A MEMBER OF THE GROUP OF COMPANIES HEADED
BY AIB GROUP PLC.

 

HSBC CONTINENTAL EUROPE IS BASED IN PARIS, IS AUTHORISED AND SUPERVISED BY THE
EUROPEAN CENTRAL BANK (ECB), AS PART OF THE SINGLE SUPERVISORY MECHANISM
(SSM), THE FRENCH PRUDENTIAL SUPERVISORY AND RESOLUTION AUTHORITY (L'AUTORITÉ
DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION) (ACPR) AS THE FRENCH NATIONAL
COMPETENT AUTHORITY. IT IS ALSO SUPERVISED BY THE FRENCH FINANCIAL MARKETS
AUTHORITY (L'AUTORITÉ DES MARCHÉS FINANCIERS) (AMF) FOR THE ACTIVITIES
CARRIED OUT OVER FINANCIAL INSTRUMENTS OR IN FINANCIAL MARKETS.

 

COÖPERATIEVE RABOBANK U.A. HAS ITS STATUTORY SEAT IN AMSTERDAM AND IS
REGISTERED WITH THE DUTCH CHAMBER OF COMMERCE UNDER NUMBER 30046259.
COÖPERATIEVE RABOBANK U.A. IS AUTHORISED BY THE DUTCH CENTRAL BANK (DE
NEDERLANDSCHE BANK), REGULATED BY THE NETHERLANDS AUTHORITY FOR THE FINANCIAL
MARKETS (AUTHORITEIT FINANCIËLE MARKTEN, AFM) AND SUBJECT TO LIMITED
REGULATION IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY AND
PRUDENTIAL REGULATION AUTHORITY IN RESPECT OF ITS UK ACTIVITIES.

 

POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT
SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
FINANCIAL ADVISER. IT SHOULD BE REMEMBERED THAT THE PRICE OF SECURITIES AND
THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.

EEA RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT, THE TRANSACTION AND THE CONCURRENT DELTA PLACEMENT WHEN MADE
ARE ONLY ADDRESSED TO, AND DIRECTED IN, MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") (EACH, A "MEMBER STATE"), AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129, AS AMENDED (THE "EU
PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"). EACH PERSON IN A MEMBER
STATE WHO INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY OFFER OF SECURITIES
MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH
PERSON IS ACQUIRING THE SECURITIES THAT ARE LOCATED IN A MEMBER STATE WILL BE
DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS AN EEA
QUALIFIED INVESTOR.

 

SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S PRODUCT APPROVAL PROCESS, THE
TARGET MARKET ASSESSMENT IN RESPECT OF THE SECURITIES HAS LED TO THE
CONCLUSION THAT (A) THE TARGET MARKET FOR THE SECURITIES IS ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE
2014/65/EU (AS AMENDED) ("MIFID II"); AND (II) ALL CHANNELS FOR DISTRIBUTION
OF THE SECURITIES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE
SECURITIES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION EACH
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO
MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE SECURITIES (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS'
TARGET  MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

 

THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OROTHERWISE MADE AVAILABLE TO ANY
RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11)
OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF
DIRECTIVE 2016/97/EU, AS AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO
1286/2014, AS AMENDED (THE "EU PRIIPS REGULATION") FOR OFFERING OR SELLING THE
SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THESECURITIES OR OTHERWISE
MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER
THE EU PRIIPS REGULATION.

 

UK RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT, THE TRANSACTIONAND THE CONCURRENT DELTA PLACEMENT WHEN MADE ARE
ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED KINGDOM (THE "UK"), AT PERSONS
WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA") ("UK QUALIFIED INVESTORS").
EACH PERSON IN THE UK WHO INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY
OFFER OF SECURITIES MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON
BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE SECURITIES THAT ARE LOCATED IN
THE UK WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS
A UK QUALIFIED INVESTOR.

 

IN ADDITION, IN THE UK, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS
DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT
MUST NOT BE ACTED ON OR RELIED ON IN THE UK BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UK AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS IN THE UK.

 

THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO
ANY RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (8) OF
ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK LAW BY VIRTUE
OF THE EUWA; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA") AND ANY RULES
OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE
THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT
(8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK LAW
BY VIRTUE OF THE EUWA. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUWA,
(THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE SECURITIES OR
OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN
PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK
PRIIPS REGULATION.

 

CANADA SELLING RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS

 

THIS DOCUMENT AND THE EQUITY PLACEMENT WHEN MADE ARE ONLY ADDRESSED TO
PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE
ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS
EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO)
(THE "OSA"), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT
31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT
OBLIGATIONS ("NI 31-103"). EACH PERSON IN CANADA WHO INITIALLY ACQUIRES ANY
SHARES OR TO WHOM ANY OFFER OF SHARES MAY BE MADE WILL BE DEEMED TO HAVE
REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A PERSON PURCHASING, OR DEEMED
TO BE PURCHASING, AS PRINCIPAL THAT IS AN ACCREDITED INVESTOR, AS DEFINED IN
NI 45-106 OR SUBSECTION 73.3(1) OF THE OSA, AND A PERMITTED CLIENT, AS DEFINED
IN NI 31-103.

 

 

THE ISSUER AND THE BANKS WILL RELY UPON THE TRUTH AND ACCURACY OF THE
FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS, AND AGREEMENTS

 

 

 

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