REG - Aston Martin Lagonda - Issue of Equity
26/11/2024 17:00
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RNS Number : 7465N Aston Martin Lagonda Glob.Hldgs PLC 26 November 2024
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement contains inside information within the meaning of Article
7(1) of the assimilated Regulation No. 596/2016 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented. The person responsible for releasing this
Announcement on behalf of the Company is Liz Miles, Company Secretary.
26 November 2024
Aston Martin Lagonda Global Holdings plc
("Aston Martin", or the "Company", or the "Group")
Proposed share and private debt placings to support future growth and enhance
liquidity by c. £210 million
FY 2024 adjusted EBITDA guidance of £270m to £280m as the Company remains
focused on achieving FY 2025 targets
Highlights
· Aggregate of c. £210 million to be raised, supporting delivery
of Aston Martin's long-term growth and investment strategy, with the Company
commencing 2025 with an all-new portfolio of class-leading models
· Strategic Investors, underpinned by the Yew Tree Consortium, have
committed to subscribe for up to £73.5 million of the approximately £110
million Placing
· The Debt Issuance of approximately £100 million received strong
support from bond holders
· Due to the delayed delivery of a small number of ultra-exclusive
Valiant models, the FY 2024 financial impact of which is largely mitigated by
cost actions, the Company provides FY 2024 adjusted EBITDA guidance of £270m
to £280m
· Company remains focused on achieving its FY 2025 targets,
including delivery of free cash flow generation during FY 2025, while
progressing towards its previously communicated mid-term financial targets for
FY 2027/28
Proposed Placing and Debt Issuance
Supporting its long-term growth plans, Aston Martin today announces its
intention to raise gross proceeds of approximately £210 million through a
proposed equity placing of £110 million (the "Placing") and a proposed issue
of £100 million of additional senior secured notes (the "Debt Issuance" and,
together with the Placing, the "Financing")
The Financing will provide Aston Martin with increased financial resilience
and strength as the Company maximises the potential of its fully reinvigorated
core portfolio of class-leading next generation models and continues to invest
in future growth opportunities.
Under the leadership of its new CEO, Adrian Hallmark, Aston Martin has already
made changes to its operational practices to maximise the commercial potential
of the Group, while continuing to invest in its future product pipeline. The
Financing will also provide additional resilience and liquidity should
unexpected headwinds occur during this transformational period, better
enabling the Group to deliver on its growth ambitions.
Adrian Hallmark, Aston Martin Chief Executive Officer commented:
"Building on the strength and desirability of Aston Martin's iconic brand, we
have clear sustainable growth opportunities for the business. As we bring
incredible products to market, my focus is on maximising the commercial
potential of the Company. We are already taking decisive actions to better
position the Group for the future including a more balanced production and
delivery profile in the coming quarters. Coupled with a forensic approach to
cost management and quality, these efforts will deliver enhanced operational
and financial performance in 2025 and beyond, as we progress towards our
mid-term targets. The Financing we are undertaking supports our growth and
provides the investment to continue with future product innovation."
Lawrence Stroll, Executive Chairman Aston Martin commented:
"On behalf of the Yew Tree Consortium, and our other strategic investors, we
are pleased to support the Financing that reinforces Aston Martin's financial
strength and liquidity. Adrian Hallmark, as our new CEO, is already making an
important impact at Aston Martin, and will elaborate on this early progress at
the time of the 2024 Full Year results. With the core skills of our people,
the strength of our world-class product range and Adrian's focus on improving
the operations of the business, I am more convinced than ever of the strong
future for Aston Martin and our ability to create significant long-term
value."
Background
Over the past 18 months, Aston Martin has successfully launched an entirely
new range of core models which truly aligns with its vision to be the world's
most desirable, ultra-luxury British performance brand. Commencing with the
delivery of DB12 in Q3 2023, followed by Vantage and DBX707 in Q2 2024, the
most diverse, dynamic and desirable portfolio in the luxury space will be
completed with the first customer deliveries of the V12 flagship Vanquish
before the end of Q4 2024. As a result, the Company will commence 2025 with a
fully revitalised portfolio of new core models, unique within the ultra-luxury
segment, and is therefore well-positioned to deliver on its future growth
ambitions.
On 30 September 2024, Aston Martin announced an update to its 2024 wholesale
volumes, making a c. 1,000 unit reduction to address disruption in its supply
chain and continued macroeconomic weakness in China. In addition, the Company
seeks to smooth the cadence of wholesale volumes over the coming quarters to
deliver on its demand-led approach and maximise production efficiencies.
As reported at the Q3 2024 Results, total cash and available facilities
("liquidity") was £311 million on 30 September 2024. Liquidity at year end
2024 is expected to reflect the continued improving free cash flow trend, with
Q4 2024 free cash outflow significantly improved compared with Q3 2024 (£81
million outflow), benefitting from enhanced performance driven by the
availability of the full range of new models. The Financing will provide c.
£210 million of additional liquidity, resulting in the Group ending 2024 with
an expected liquidity position of c. £500 million. The net proceeds raised
from the Financing are expected to provide Aston Martin with increased
financial resilience and strength as the Company maximises the potential of
its fully reinvigorated core portfolio of class-leading next generation
models. It continues to invest in future growth opportunities and the proceeds
of the Financing are also expected to be used by the Group to support capital
investments related to the Company's electrification strategy, consistent with
its plans to invest c. £2 billion over the five year period between 2023 and
2027, and to repay the borrowings under its existing super senior revolving
credit facility, to pay fees and expenses and for general corporate purposes.
Proposed Share Offering
The Placing is a non-pre-emptive issue of new Ordinary Shares to institutional
investors.
In addition, the Company intends to undertake a concurrent separate retail
offer of new Ordinary Shares on the PrimaryBid platform (the "Retail Offer")
for an aggregate amount of up to approximately £6 million and a non-executive
director of the Company has agreed to subscribe for new Ordinary Shares for an
aggregate amount of approximately £1 million (the "Director Subscription")
together with the Placing and the Retail Offer, the "Share Offering"), in each
case at the Placing Price. The Share Offering will be made pursuant to
authorities granted at the Company's annual general meeting held on 8 May
2024.
The Company has already received irrevocable undertakings to subscribe for
£73.5 million in the Placing from strategic investors, of which Yew Tree
Overseas Limited, on behalf of itself and certain other members of the Yew
Tree Consortium ("Yew Tree") has irrevocably undertaken to subscribe for
£50.5 million. With the £73.5m of irrevocable undertakings from the
strategic investors and the £1m subscribed for in the Director Subscription,
a total of £74.5m is committed prior to the Bookbuilding Process and the
launch of the Retail Offer.
The remaining approximately £35.5 million in the Placing will be made
available to institutional investors via an accelerated bookbuild (the
"Bookbuilding Process"). The Bookbuilding Process will be launched immediately
following this Announcement. The Placing is subject to the terms and
conditions set out in Appendix 1 to this Announcement.
The Board supports the Pre-Emption Group's guidance that encourages companies
to consider the inclusion of retail shareholders when issuing shares
non-pre-emptively and, accordingly, the Board determined to offer retail
shareholders an opportunity to participate in the Share Offering.
The Retail Offer is not subject to the terms and conditions set out in
Appendix 1 to this Announcement and instead a separate announcement will be
made regarding the Retail Offer and its terms and the new Ordinary Shares to
be issued pursuant to the Retail Offer (the "Retail Offer Shares").
The new Ordinary Shares to be subscribed for in the Director Subscription (the
"Director Subscription Shares") will be subscribed for at the Placing Price
and on the basis agreed pursuant to subscription letter with the Company,
rather than pursuant to the terms and conditions of the Placing set out in
Appendix 1 to this Announcement.
The Retail Offer and Director Subscription are conditional on the Placing, but
the Placing is not conditional on the Retail Offer or the Director
Subscription.
The Placing Shares, Retail Offer Shares and Director Subscription Shares
(together, the "Offering Shares"), when issued, will be fully paid and will
rank pari passu in all respects with each other and with the existing Ordinary
Shares, including with respect to the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Applications have been made for the Offering Shares to be admitted to the
equity shares (commercial companies) category of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main market for
listed securities of the London Stock Exchange plc (the "London Stock
Exchange") (together "Admission"). It is expected that settlement for the
Offering Shares and Admission will take place at or around 8.00 a.m. (London
time) on 29 November 2024.
Further details of the Placing
Barclays Bank PLC, acting through its investment bank ("Barclays") and Goldman
Sachs International ("Goldman Sachs") are acting as joint global co-ordinators
and joint bookrunners (the "Banks") in connection with the Placing.
The Banks will commence the Bookbuilding Process immediately following the
release of this Announcement in respect of the Placing and may close the
Bookbuilding Process at any time thereafter. The price at which the Placing
Shares are to be placed (the "Placing Price") will be determined following the
close of the Bookbuilding Process by agreement between the Company and the
Banks.
The timing of the closing of the book, pricing and allocations are at the
absolute discretion of the Banks and the Company. The Placing Price, the
number of Placing Shares to be placed, the number of Retail Offer Shares to be
issued and the number of Director Subscription Shares to be subscribed at the
Placing Price will be announced as soon as practicable after the close of the
Bookbuilding Process. The Company reserves the right (upon agreement with the
Banks) to increase (or seek to reduce) the amount to be raised pursuant to the
Placing.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement.
Members of the public are not entitled to participate in the Placing or the
Director Subscription.
The Placing is conditional upon, among other things, Admission becoming
effective. The Placing is also conditional upon the placing agreement between
the Company and the Banks (the "Placing Agreement") not being terminated in
accordance with its terms. Appendix 1 to this Announcement sets out further
information relating to the terms and conditions of the Placing.
The Placing is not conditional on the Debt Issuance described below.
Proposed Debt Issuance
Aston Martin is pleased to announce that, together with its affiliates, the
Group's subsidiary Aston Martin Capital Holdings Limited (the "Issuer") has
privately launched the Debt Issuance of £100 million (equivalent) aggregate
principal amount of 10.000% senior secured notes due 2029 (the "Dollar Notes")
and 10.375% senior secured notes due 2029 (the "Sterling Notes", and, together
with the Dollar Notes, the "Notes").
The Notes will constitute a new series of notes under the indenture dated
March 21, 2024 (the "Indenture"), pursuant to which the Issuer's U.S.
dollar-denominated 10.000% Senior Secured Notes due 2029 and pound
sterling-denominated 10.375% Senior Secured Notes due 2029 (together, the
"Existing Notes") were issued. The Notes will constitute a single class of
debt securities under the Indenture with the Existing Notes, including with
respect to waivers, amendments, redemptions and offers to purchase, except as
otherwise specified with respect to the Notes; provided, however, that the
Notes will be issued as a separate series from the Existing Notes and will
have different CUSIPs and ISINs than the Existing Notes.
The Debt Issuance is conditional on irrevocable undertakings having been
received in respect of at least £50 million of the Placing.
Guidance and outlook
FY 2024:
Aston Martin's ultra-exclusive Special, Valiant, remains on track to commence
delivery to customers before the end of 2024. However, due to a minor delay in
the timing of a small number of deliveries, the Group now expects to deliver
around half of the 38 Valiant models by the end of the year (previously guided
to be the majority). The balance of deliveries will now occur in early 2025,
supporting the achievement of the Company's FY 2025 targets.
The Company has taken proactive measures to largely mitigate the financial
impact of the delivery re-profiling of these high margin Specials, in
particular taking action on its cost base, and now expects FY 2024 adjusted
EBITDA to be in the range of £270m to £280m.
FY 2025:
The Company remains focused on achieving its previously communicated targets
for FY 2025. These include delivering revenue of c.£2 billion, adjusted
EBITDA of c.£500 million and targeted free cash flow generation during 2025.
As a result, the Group expects its net leverage ratio to materially reduce by
the end of FY 2025.
Mid-term FY2027/28:
Aston Martin also maintains its previously communicated mid-term financial
targets for FY 2027/28 consisting of:
· Revenue of c. £2.5 billion
· Gross margin in the mid 40%s
· Adjusted EBITDA of c. £800 million
· Adjusted EBITDA margin of c. 30%
· Free cash flow to be sustainably positive
· Net leverage ratio below 1.0x
Aston Martin's Full Year 2024 results will be announced on 26 February 2025.
Further information can be found on the Funding section of the Aston Martin
website at www.astonmartin.com/en/corporate/investors/funding
(http://www.astonmartin.com/en/corporate/investors/funding)
Enquiries
Investors and Analysts
James Arnold Head of Investor
Relations
+44 (0)7385 222347
james.arnold@astonmartin.com
Ella South Investor
Relations
Analyst +44
(0)7776 545420
ella.south@astonmartin.com
Media
Kevin Watters Director of
Communications
+44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate
& Brand Communications +44 (0)7501 380799
paul.garbett@astonmartin.com
FGS Global
James Leviton and Jenny
Bahr
+44 (0)20 7251 3801
Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)
Alastair
Blackman
+44 (0)20 7623 2323
Tom Macdonald
Dominic Harper
Eoin Healy
Goldman Sachs (Joint Global Coordinator, Joint Bookrunner and Corporate
Broker)
Richard Cormack
+44 (0)20 7774 1000
Bertie Whitehead
Christoph Hofer
Hannah Mackey
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.
IMPORTANT NOTICES
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. Unless otherwise stated, defined terms in this
Announcement have the meanings ascribed to them in Appendix 2.
No action has been taken by the Company, Barclays, Goldman Sachs or any of
their respective Affiliates, agents, directors, officers or employees, or any
person acting on its or their behalf, that would permit an offer of the
Offering Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Offering Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and each of the
Banks to inform themselves about and to observe any such restrictions.
No prospectus, offering memorandum, offering document, admission document or
other offering material has been or will be made available in connection with
the matters contained in this Announcement and no such document is required
(in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or
assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented (the "UK Prospectus Regulation")) 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, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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.
This Announcement or any part of it does 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, Canada, Australia, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Notes, Placing Shares or Director
Subscription Shares is being made in any such jurisdiction. Any failure to
comply with this restriction may constitute a violation of the securities laws
of such jurisdictions.
Members of the public are not eligible to take part in the Financing. The
Financing and this Announcement are directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their business and who
have professional experience in matters relating to investments and are: (i)
if in a member state of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of article 2(e) of the Prospectus Regulation
("Qualified Investors"); or (ii) if in the United Kingdom, "qualified
investors" within the meaning of article 2(e) of the UK Prospectus Regulation
who are also (a) persons who fall within the definition of "investment
professional" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
and (c) together being referred to as "Relevant Persons"). Any investment or
investment activity to which this Announcement relates is available only (i)
in any member state of the EEA, to Qualified Investors; and (ii) in the United
Kingdom, to Relevant Persons, and will only be engaged in with such persons.
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; and (ii) in the United
Kingdom, by persons who are not Relevant Persons.
The securities referred to herein have not been and will not be registered
under the US Securities Act 1933, 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 or sold 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
the securities laws of any state or any other jurisdiction of the United
States. The Placing Shares are, subject to certain exceptions, being offered
and sold: (A) outside the United States in accordance with Regulation S under
the Securities Act; and (B) inside the United States only to persons
reasonably believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) in transactions not involving any public offering
within the meaning of Section 4(a)(2) of the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act. The
Notes will be offered only to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act, subject to prevailing
market and other conditions. There is no assurance that the offering of Notes
will be completed or, if completed, as to the terms on which it is completed.
The Notes to be offered have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction and may not be
offered or sold, directly or indirectly, in the United States or to or for the
account or benefit of U.S. persons, as such term is defined in Regulation S of
the Securities Act, absent registration or unless pursuant to an applicable
exemption from the registration requirements of the Securities Act and any
other applicable securities laws. This Announcement does not constitute an
offer to sell or the solicitation of an offer to buy the Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful. No public offering of
securities is being made in the United States. No money, securities or other
consideration from any person inside the United States is being solicited and,
if sent in response to the information contained in this Announcement, will
not be accepted.
No prospectus has been or will be filed with the securities commission of any
province or territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Offering Shares and
the Offering Shares have not been, nor will they be, registered or qualified
for distribution under the securities laws of any state, province or territory
of Australia, Canada, the Republic of South Africa or Japan. Accordingly,
the Offering Shares may not be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South Africa, or
Japan or any other jurisdiction in which such activities would be unlawful,
unless an exemption under the relevant securities laws is applicable.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (each a "Placee")
by making an oral or written and legally binding offer to subscribe for
Placing Shares will be deemed to have read and understood this Announcement
(including the Appendices) in its entirety, to be participating, making an
offer and subscribing for Placing Shares on the terms and conditions contained
in the Appendices to this Announcement and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendices to this Announcement.
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
may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, cashflows, 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, some of which are
outside of the Company's influence and/or control. 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, economic and business cycles, 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 industries. Due
to such uncertainties and risks, readers 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,
Barclays, Goldman Sachs and their respective Affiliates and any person acting
on its or 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 Listing Rules, FSMA, UK MAR, the
DTRs, the rules of the London Stock Exchange or the FCA.
Barclays and Goldman Sachs are each authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and FCA.
Each of Barclays and Goldman Sachs is acting exclusively for the Company and
no one else in connection with the Placing, the content of this Announcement
and any other matter described in this Announcement. Barclays and Goldman
Sachs will not regard any other person as their respective clients in relation
to the Placing, the content of this Announcement and any other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement. The Banks are not acting for
the Company with respect to the Retail Offer or the Director Subscription and
will have no responsibilities, duties or liabilities, whether direct or
indirect, whether arising in tort, contract or otherwise in connection with
the Retail Offer or the Director Subscription or to any person in connection
with the Retail Offer or the Director Subscription.
In connection with the Placing, each of the Banks and any of their Affiliates,
acting as investors for their own account or for the account of their clients,
may take up a portion of the Placing Shares as a principal position and in
that capacity may retain, purchase, sell, offer to sell for their own accounts
or for the accounts of their clients such shares and other securities of the
Company or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired, subscribed
for, placed or otherwise dealt in should be read as including any issue or
offer to, or acquisition, placing or dealing by, each of the Banks and any of
their Affiliates acting in such capacity. In addition, each of the Banks and
any of their Affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in connection
with which each of the Banks and any of their respective Affiliates may from
time to time acquire, hold or dispose of securities of the Company. Neither of
the Banks intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.
Each of the Banks and their respective Affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its Affiliates for which they would
have received customary fees and commissions. Each of the Banks and their
respective Affiliates may provide such services to the Company and/or its
Affiliates in the future.
In the ordinary course of their various business activities, the Banks and
their respective Affiliates may hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and
financial instruments (which may include bank loans and/or credit default
swaps) in the Company, the Group and their respective affiliates for their own
account and for the accounts of their customers and may at any time hold long
and short positions in such securities and instruments. In addition, certain
of the Banks or their respective Affiliates are, or may in the future be,
lenders, and in some cases agents or managers for the lenders, under certain
of the Group's credit facilities and other credit arrangements. In their
capacity as lenders, such lenders may, in the future, seek a reduction of a
loan commitment to the Company or its Affiliates, or impose incremental
pricing or collateral requirements with respect to such facilities or credit
arrangements, in the ordinary course of business. Certain of the Banks or
their respective Affiliates that have a lending relationship with the Company
or its affiliates may routinely hedge their credit exposure to the Company or
its affiliates consistent with their customary risk management policies.
Further, some of the proceeds from the Financing may be used to repay
indebtedness owed by the Company or its Affiliates to the Banks or their
respective Affiliates. Neither of the Banks intends to disclose the extent
of any such investments, transactions or repayments otherwise than in
accordance with any legal or regulatory obligation to do so.
This Announcement has been issued by and is the sole responsibility of the
Company. The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No reliance may
or should be placed by any person for any purpose whatsoever on the
information contained in this Announcement or on its accuracy or
completeness. The information in this Announcement is subject to change. 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
Barclays or Goldman Sachs or by any of their respective Affiliates or agents,
or any person acting on its or their behalf, as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of the Placing 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 investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Any indication in this Announcement of the price at which securities
(including the Ordinary Shares) have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow for
the Company, as appropriate, for the current or future years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow for the Company.
The Offering Shares to be issued or sold pursuant to the Share Offering will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules") and/or any equivalent requirements elsewhere to
the extent determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
The Notes 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 EEA or in the United Kingdom. For these purposes, a "retail
investor" in the EEA 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, (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II or
(iii) not a "qualified investor" as defined in the Prospectus Regulation. A
"retail investor" in the UK 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 domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented, (ii) a customer within the
meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement the Insurance Distribution Directive, 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 domestic
law by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented or (iii) not a "qualified investor" as defined in Article 2 of
the UK Prospectus Regulation.
This Announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Prospectus Regulation and the UK
Prospectus Regulation. The offer and sale of the Notes will be made pursuant
to an exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus for offers of
securities.
The manufacturer target market (MIFID II product governance and UK MiFIR
product governance) for the Notes is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs or UK PRIIPs key
information document (KID) has been prepared as the Notes are not available to
retail clients in the EEA or in the United Kingdom.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 (E) OF
ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER"), (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER, OR (III) OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY (I)
IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED INVESTORS; AND (II) IN THE UNITED
KINGDOM, TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER OF STATE
OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; AND (II) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF
AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, DELIVERED OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE 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
OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE
PLACING IS BEING MADE: (A) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS
WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES
ACT; AND (B) INSIDE THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO
BE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A OF THE SECURITIES
ACT) IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING OF
SECTION 4(a)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED STATES,
ANY RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is unlawful. No
public offering of securities will be made in connection with the Placing in
the United States, any other Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which such publication, release or distribution would be
unlawful (each a "Restricted Territory") or in any jurisdiction in which such
publication or distribution is unlawful. The distribution of this Announcement
and the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Barclays Bank PLC ("Barclays") or Goldman Sachs International
("Goldman Sachs", and together with Barclays, the "Banks") or any of its or
their respective Affiliates or agents, or any person acting on its or their
behalf, which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and the Banks to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any State securities commission
or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. 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 either Bank or any of its or their respective Affiliates or
agents, or any person acting on its or their behalf, as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any party or its
advisers, and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no one else in connection
with the Placing and are not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company or the Banks or its or their respective Affiliates or
agents, or any person acting on its or their behalf, makes any representation
or warranty, express or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees. Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the Placing
Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) if it is in a member state of the EEA, it is a Qualified
Investor and undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its business;
(b) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
(c) it is and, at the time the Placing Shares are subscribed
for, will be, subject to certain exceptions: (i) outside the United States and
is acquiring the Placing Shares in an "offshore transaction" in accordance
with Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"); or (ii) (a) a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act) ("QIB") that upon request by the relevant
Bank has executed and delivered, or will executed and deliver, a US Investor
Letter, and (b) subscribing for the Placing Shares in a transaction pursuant
to an exemption from, or not subject to, the registration requirements of the
Securities Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or other
jurisdiction of the United States; with respect to (ii) above, each potential
Placee and prospective beneficial owner represents and warrants that is
subscribing for the Placing Shares on its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB, for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account;
(d) if subscribing for the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
(e) it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, agreements and
acknowledgements, contained in these Terms and Conditions; and
(f) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of
the EEA to Qualified Investors or in the United Kingdom to Relevant Persons,
or in circumstances in which the prior consent of the Banks has been given to
each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix 2.
Bookbuilding Process
Following this Announcement, the Banks will commence the Bookbuilding Process
to determine demand for participation in the Placing by Placees (other than
for the Cornerstone Shares which will be subscribed for by the Cornerstones in
the Placing pursuant to the Cornerstone Subscription). No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The book will
open with immediate effect. Members of the public are not entitled to
participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Each of Barclays and Goldman Sachs is acting as a joint global co-ordinator
and a joint bookrunner in connection with the Placing. The Banks have today
entered an agreement with the Company (the "Placing Agreement") under which,
subject to the terms and conditions set out therein, each of the Banks, as
agent for and on behalf of the Company, has agreed to use its respective
reasonable endeavours to procure Placees for the Placing Shares, other than
for the Cornerstone Shares which shall be subscribed for by the Cornerstones
in the Placing pursuant to the Cornerstone Undertakings, at the Placing Price
(as defined below) and, subject to agreement with the Company as to the number
of Placing Shares to be placed with the Placees and the Placing Price, to the
extent that such Placees (other than the Cornerstones) fail to pay for any of
the Placing Shares (other than the Cornerstone Shares) allocated to them, to
subscribe for those Placing Shares for which such Placees fail to pay for.
The Cornerstone Shares are not being underwritten by the Banks. If and to the
extent the Cornerstones fail to pay for any or all of the Cornerstone Shares,
the Banks shall not be obliged themselves to subscribe for or pay for any such
Cornerstone Shares.
The Banks are not acting for the Company with respect to the Retail Offer or
the Director Subscription.
The price per Ordinary Share at which the Placing Shares are to be placed will
be decided at the close of the Bookbuilding Process (the "Placing Price")
following the execution of the placing supplement by the Company and the Banks
(the "Placing Supplement Agreement"). The final number of Placing Shares will
be decided at the close of the Bookbuilding Process following the execution of
the Placing Supplement Agreement. The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and the Banks.
Details of the number of Placing Shares and the Placing Price will be
announced as soon as practicable after the close of the Bookbuilding Process.
The Placing Shares have been duly authorised and will, when issued following
the satisfaction of the conditions described below, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of the Ordinary Shares after the date of issue. The
Placing Shares will be issued free of any encumbrances, liens or other
security interests.
Application for admission to trading
It is expected that Admission of the Placing Shares will become effective at
8:00 a.m. (London time) on 29 November 2024 (or such later date as may be
agreed between the Company and the Banks but being no later than 3:00 p.m.
(London time) on 3 December 2024).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and
not jointly, nor jointly and severally, as agents of the Company.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by either of the Banks. Each of
the Banks and their respective Affiliates, and any person acting on their
behalf, are entitled to enter bids as principal in the Bookbuilding Process.
2. The Bookbuilding Process, if successful, will
establish the Placing Price and the number of Placing Shares to be allocated
to all Placees whose bids are successful. The Placing Price and the aggregate
proceeds to be raised through the Placing will be agreed between the Banks and
the Company following completion of the Bookbuilding Process. The Placing
Price and the number of Placing Shares to be issued will be announced on a
Regulatory Information Service following the completion of the Bookbuilding
Process.
3. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price which is
ultimately established by the Company and the Banks or at prices up to a price
limit specified in its bid. Other than in respect of the Cornerstones who are
subject to the terms of the Cornerstone Undertakings, bids may be scaled down
by the Banks on the basis referred to in paragraph 7 below. Each of the Banks
reserves the right not to accept bids or to accept bids in part rather than in
whole.
4. The Bookbuilding Process is expected to close no
later than 7.00 a.m. (London time) on 27 November 2024 but may be closed
earlier or later, at the discretion of the Banks and the Company. The Banks
may, in agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be agreed between the
Banks and the Company and will be confirmed to Placees orally or in writing by
the relevant Bank, acting as agent of the Company, following the close of the
Bookbuilding Process, and an electronic contract note/trade confirmation will
be dispatched as soon as possible thereafter. Subject to paragraph 8 below,
the relevant Bank's oral or written confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of such Bank and the Company,
under which such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Placing Price for each such Placing Share on
the Terms and Conditions set out in this Appendix and in accordance with the
Company's articles of association and each Placee will be deemed to have read
and understood this Announcement (including the Appendices) in its entirety.
6. Subject to paragraphs 2 and 3 above, the Banks
will, in effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and, other than in
respect of the Cornerstones who are subject to the terms of the Cornerstone
Undertakings, may scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 3 and 4 above and
subject to the prior consent of the Company, (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers shall be at
the absolute discretion of the Banks, subject to the prior consent of the
Company. The Company reserves the right (upon agreement with the Banks) to
increase (or seek to reduce) the amount to be raised pursuant to the Placing.
7. The Placing Shares are being offered and sold by
the Company (a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act; and (b) in the
United States only to persons reasonably believed to be QIBs in transactions
not involving any "public offering" within the meaning of Section 4(a)(2) of
the Securities Act pursuant to an exemption from the registration requirements
of the Securities Act, or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. It and the prospective beneficial owners of the Placing Shares is, and at
the time the Placing Shares are subscribed for, will be either: (i) outside
the United States and subscribing for the Placing Shares in an offshore
transaction as defined in, and pursuant to, Regulation S under the Securities
Act; or (ii) (a) a QIB that upon request by the relevant Bank has executed and
delivered, or will execute and deliver, a US Investor Letter, and (b)
subscribing for the Placing Shares in a transaction pursuant to an exemption
from, or not subject to, the registration requirements of the Securities Act,
acknowledging that the Placing Shares have not been, and will not be,
registered under the Securities Act or with any state or other jurisdiction of
the United States. With respect to (ii) above, each potential Placee and
prospective beneficial owner represents and warrants that is subscribing for
the Placing Shares on its own account or for one or more accounts as to each
of which it exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any distribution or for
resale in connection with the distribution thereof in whole or in part in the
United States, and it has full power to make the representations, warranties,
indemnities, acknowledgements, agreements and undertakings herein on behalf of
each such account.
8. A bid in the Bookbuilding Process will be made on
the terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or revocation after
the time at which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant Bank, to
pay it (or as it may direct) in cleared funds an amount equal to the product
of the Placing Price and the number of Placing Shares that such Placee has
been allocated and has agreed to subscribe for. Each Placee's obligations will
be owed to the relevant Bank. The Company shall, conditional on Admission,
allot such Placing Shares to each Placee following each Placee's payment to
the relevant Bank of such amount.
9. Except as required by law or regulation, no press
release or other announcement will be made by either of the Banks or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be required
to be made at the same time, on the basis explained below under "Registration
and Settlement".
11. All obligations under the Bookbuilding Process and
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing Agreement".
12. By participating in the Bookbuilding Process, each
Placee agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by a Bank.
13. To the fullest extent permissible by law, none of the
Banks, the Company nor any of its or their respective Affiliates, nor any
person acting on its or their behalf, shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Banks, nor the Company, nor
any of its or their respective Affiliates, nor any person acting on its or
their behalf, shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuilding Process or of such alternative method of
effecting the Placing as the Banks, their respective Affiliates and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):
(a) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate in all respects and not misleading
on the date of the Placing Agreement and the date of Admission, in each case
as though they had been given and made at such time by reference to the facts
and circumstances then subsisting;
(b) the Placing Supplement Agreement having been duly executed
and delivered by the parties thereto in their respective absolute discretions
by no later than 7.00 a.m. on the day after the date of this Announcement (or
such later time and/or date as may be agreed in writing between the Company
and the Banks);
(c) the delivery of the documents referred to in the Placing
Agreement, at or before the times and/or dates specified;
(d) the publication by the Company of the results of the Placing
on a Regulatory Information Service by no later than 7.00 a.m. on the day
after the date of this Announcement (or such later time and/or date as may be
agreed in writing between the Company and the Banks) (the "Pricing
Announcement");
(e) the Company having allotted, subject only to Admission and
the Placing Agreement not having been terminated prior to Admission, the
Placing Shares to the Placees in accordance with the terms of the Placing
Agreement;
(f) the Company not being in breach of any of its obligations
under the Placing Agreement, which fall to be performed before Admission,
except for any breaches which the Banks consider (acting jointly and in good
faith) not to be material in the context of the Placing or Admission;
(g) the Cornerstone Undertakings being duly executed and
becoming unconditional subject only to Admission and not having been
terminated or amended immediately prior to Admission;
(h) in the opinion of the Banks (acting jointly and in good
faith) there not having occurred or been disclosed any material adverse change
in relation to the Group since the date of this Agreement; and
(i) Admission occurring no later than 8.00 a.m. on 29 November
2024 or such later time and/or date as may be agreed between the Company and
the Banks.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree, being not later than 8.00 a.m. (London
time) on 3 December 2024); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
in respect thereof.
The Banks may, at their discretion, and upon such terms as they think fit,
extend the time for the satisfaction of any Fcondition, or waive compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the above
conditions relating, inter alia, to Admission taking place and the publication
by the Company of the Pricing Announcement may not be waived under the terms
of the Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither of the Banks, nor their respective Affiliates nor any person acting on
its or their behalf shall have any liability or responsibility to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision the Banks may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision the Banks may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and under "Termination of the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including,
inter alia, if: (i) there has been a breach by the Company of any of the
warranties or undertakings contained in the Placing Agreement or any of the
warranties not being, or ceasing to be, true, accurate and not misleading;
(ii) in the sole opinion of the Banks, there has been a material adverse
change in relation to the Group; (iii) the application for Admission is
withdrawn or refused by the FCA or the London Stock Exchange; or (iv) certain
force majeure events have occurred including a material adverse change in the
financial markets in the United States, the United Kingdom, any member of the
European Union or in other international financial markets.
If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow Admission to proceed. By
participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under
"Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral or written confirmation by the Banks following
the close of the Bookbuilding Process.
By participating in the Placing, Placees agree that the exercise or
non-exercise by each Bank of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or the Banks or for agreement between the Company and the Banks (as
the case may be) and that neither the Company nor the Banks need make any
reference to, or consultation with, Placees and that neither the Company, the
Banks nor any of their respective Affiliates, agents, directors, officers or
employees, or any person acting on its or their behalf, shall have any
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange or in any other
jurisdictions in relation to the Placing or Admission and no such prospectus
or equivalent document is required (in accordance with the Prospectus
Regulation or the UK Prospectus Regulation) to be published in the United
Kingdom or in any other jurisdiction.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company are exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information), the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their respective
Affiliates or any person acting on its or their behalf will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 180 calendar days after (but including) Admission (or if
Admission does not occur, 180 days after (but including) 29 November 2024), it
will not, without the prior written consent of the Banks enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up under the Placing
Agreement shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consultation with, Placees and that they
shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BFXZC448)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuilding Process for the Placing, each Placee
allocated Placing Shares in the Placing will be sent an electronic contract
note/trade confirmation in accordance with the standing arrangements in place
with the relevant Bank stating the number of Placing Shares to be allocated to
it at the Placing Price, the aggregate amount owed by such Placee to the
relevant Bank and settlement instructions. It is expected that such electronic
contract note/trade confirmation will be despatched on or around 27 November
2024 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Banks may agree that the Placing Shares will be issued in
certificated form.
The Company will deliver the Placing Shares to Barclays (CREST Account Number:
598/NO2, SWIFT Code: CRSTGB22) as agent for the Company. The Placing Shares
will be credited to Barclays' CREST account by way of a registrars adjustment
and therefore Barclays will not be required to enter any form of receipt
instruction into CREST. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee on a delivery against payment basis.
It is expected that settlement will be on 29 November 2024 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and shall be required to bear any stamp duty,
stamp duty reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax (together with any
interest, fines or penalties) imposed in any jurisdiction which may arise upon
the sale of such Placing Shares. By communicating a bid for Placing Shares,
each Placee confers on the Banks all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which the
Banks lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances
in which any other stamp duty or stamp duty reserve tax or other similar taxes
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Banks nor the Company shall be responsible for
the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Banks (in their capacity as
joint global co-ordinators, joint bookrunners and as placing agents of the
Company in respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, the following:
1. that it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuilding Process and the Placing and its subscription for and purchase of
Placing Shares is made solely on the basis of publicly available information
taken together with the information contained in this Announcement, and any
Exchange Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this Announcement,
it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuilding Process, the Placing, the Company,
the Placing Shares or otherwise and is subject to and based upon all the
terms, conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement;
2. that no offering document, prospectus, offering
memorandum or admission document has been or will be prepared in connection
with the Placing or is required under the Prospectus Regulation or the UK
Prospectus Regulation and it has not received and will not receive an offering
document, prospectus, offering memorandum or admission document in connection
with the Bookbuilding Process, the Placing, the Company, Admission, the
Placing Shares or otherwise;
3. that the Ordinary Shares are admitted to listing on
the equity shares (commercial companies) category of the Official List of the
FCA and to trading on the main market of the London Stock Exchange and that
the Company is therefore required to publish certain business and financial
information in accordance with UK MAR and the rules and practices of the
London Stock Exchange and/or the FCA (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and that it has
reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
4. that neither of the Banks, nor the Company nor any
of their respective Affiliates nor any person acting on behalf of any of them
has provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuilding Process, the
Placing or the Company or any other person other than this Announcement, such
information being all that it deems necessary to make any investment decision
in respect of the Placing Shares, nor has it requested either of the Banks,
the Company, or any of their respective Affiliates nor any person acting on
behalf of any of them to provide it with any such material or information;
5. that in making any decision to subscribe for the
Placing Shares (i) it has sufficient knowledge, sophistication and experience
in financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares, (ii) it is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear,
the economic risk of participating in, and is able to sustain a complete loss
in connection with, the Placing, (iii) it has relied on its own examination,
due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Banks, (iv) it has
had sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing Shares,
including the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so conducted
its own investigation to the extent it deems necessary for the purposes of its
investigation, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it will not
look to the Company, the Banks, any of their respective Affiliates or any
person acting on its or their behalf for all or part of any such loss or
losses it or they may suffer;
6. unless otherwise specifically agreed with the
Banks, that they are not, and at the time the Placing Shares are subscribed
for, neither it nor the beneficial owner of the Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in which it would
be unlawful to make or accept an offer to subscribe for the Placing Shares,
and further acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the securities
legislation of the United Kingdom, the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions or in any country or jurisdiction where any such action
for that purpose is required;
7. that the contents of this Announcement are
exclusively the responsibility of the Company and that neither of the Banks or
any of their respective Affiliates nor any person acting on its or their
behalf has or shall have any responsibility or liability for any information,
representation or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied in
committing itself to subscribe for the Placing Shares is publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information previously published by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it has neither
received nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the Company and
neither of the Banks or the Company nor any of their respective Affiliates nor
any person acting on its or their behalf will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the Placing and that neither of the
Banks nor any their respective Affiliates nor any person acting on its or
their behalf have made any representations to it, express or implied, with
respect to the Company, the Bookbuilding Process, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect thereof;
8. that (i) neither of the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf has or
shall have any liability for public information or any representation; (ii)
neither of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf has or shall have any liability for any
additional information (including research reports) that has otherwise been
made available to such Placee, whether at the date of publication, the date of
this document or otherwise; and that (iii) neither of the Banks nor any of
their respective Affiliates nor any person acting on its or their behalf makes
any representation or warranty, express or implied, as to the truth, accuracy
or completeness of such information, whether at the date of publication, the
date of this Announcement or otherwise;
9. that the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing Shares
would give rise to such a liability and that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary receipts or
to issue or transfer Placing Shares into a clearance service;
10. that no action has been or will be taken by the
Company, the Banks, their respective Affiliates or any person acting on its or
their behalf that would, or is intended to, permit a public offer of the
Placing Shares in the United States, Canada or in any other country or
jurisdiction where any such action for that purpose is required;
11. that it and any person acting on its behalf is
entitled to subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in the Banks, the Company or any of their
respective Affiliates or any person acting on its or their behalf acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
13. that it has complied with its obligations under the
Criminal Justice Act 1993, UK MAR, EU MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act
2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules, regulations
or guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of
identity, the Banks have not received such satisfactory evidence, the Banks
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Banks
will be returned without interest to the account of the drawee bank or CREST
account from which they were originally debited;
14. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Banks and the Company for the performance
of all its obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
15. if it is in a member state of the EEA, it is a
Qualified Investor and undertakes that it will subscribe for, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business only;
16. if it is in the United Kingdom, it is a Relevant
Person and undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
17. it understands that any investment or investment
activity to which this Announcement relates is available only to, in the
United Kingdom, Relevant Persons, and in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons, and
further understands that this Announcement must not be acted on or relied on
by persons who are not, in the United Kingdom, Relevant Persons and, in any
member state of the EEA, Qualified Investors;
18. that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing, in or into the United
States or any other Restricted Territory (including electronic copies thereof)
to any person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
19. where it is subscribing for the Placing Shares for one
or more managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to subscribe for the Placing
Shares for each managed account and it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its subscription for Placing Shares
is in full compliance with applicable laws and regulations;
21. if it is acting as a financial intermediary, as that
term is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of
the UK Prospectus Regulation, that the Placing Shares subscribed for by it in
the Placing will not be subscribed for on a non-discretionary basis on behalf
of, nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to the proposed offer or
resale;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Regulation;
23. that any offer of Placing Shares may only be directed
at persons in the United Kingdom who are Relevant Persons and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom prior to Admission
except to Relevant Persons or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation and section 85(1)
of FSMA;
24. that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and agrees that this Announcement has not been
approved by either of the Banks in their respective capacity as an authorised
person under section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a financial promotion
by an authorised person;
25. that it has complied and will comply with all
applicable laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United Kingdom;
26. if it has received any "inside information" for the
purposes of UK MAR about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK MAR, prior to the
information being made publicly available;
27. that (i) it (and any person acting on its behalf) has
the funds available to pay for, and has the capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of all
relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer
or other taxes due in connection with its participation in any territory;
(iii) it has not taken any action which will or may result in the Company, the
Banks, any of their respective Affiliates or any person acting on its or their
behalf being in breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any territory in connection with the
Placing; and (iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as the Banks may in their absolute discretion
determine and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax or other similar taxes (together with any interest,
fines or penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to subscribe for, and that the Banks or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
30. that neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf, is making any
recommendations to it, or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Banks and that the Banks do not have any duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of either of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right. In addition, it acknowledges and agrees that neither of the
Banks nor their Affiliates nor any person acting on its or their behalf are
acting for the Company with respect to the Retail Offer or the Director
Subscription and will have no responsibilities, duties or liabilities, whether
direct or indirect, whether arising in tort, contract or otherwise in
connection with the Retail Offer or the Director Subscription or to any person
in connection with the Retail Offer or the Director Subscription;
31. that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither the Banks nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any person acting
on behalf of such Placee agrees to indemnify each of the Banks, the Company
and any of their respective Affiliates and any person acting on its or their
behalf in respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of Barclays who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions with payment for the
Placing Shares being made simultaneously upon receipt of the Placing Shares in
the Placee's stock account on a delivery versus payment basis;
32. that these Terms and Conditions and any agreements
entered into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and it subjects (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Banks or the Company in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
33. that each of the Banks, the Company, their respective
Affiliates and any person acting on its or their behalf will rely upon the
truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements contained in this Announcement and which are
given to each of the Banks on their own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters contained in this
Announcement;
34. that it will indemnify on an after-tax basis and hold
each of the Banks, the Company and their respective Affiliates and any person
acting on its or their behalf harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of,
directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
35. that it irrevocably appoints any director or
authorised signatory of the Banks as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing;
36. that its commitment to subscribe for Placing Shares on
the terms contained in this Announcement and in the electronic contract
note/trade confirmation will continue notwithstanding any amendment that may
in future be made to the Terms and Conditions of the Placing, and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Banks conduct of the Placing;
37. that neither of the Banks nor the Company, their
respective Affiliates or any person acting on its or their behalf owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
38. that it may not rely on any investigation that either
of the Banks or their respective Affiliates or any person acting on its or
their behalf may or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Banks have not made any representation or
warranty to it, express or implied, with respect to the merits of the Placing,
the subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its Affiliates, or as to
any other matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been prepared by,
or is the responsibility of, either of the Banks or their respective
Affiliates or any person acting on its or their behalf for the purposes of
this Placing;
39. that it will not hold either of the Banks or any of
their respective Affiliates or any person acting on its or their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the "Information")
and that neither of the Banks nor any person acting on behalf of the Banks
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any responsibility for
any of such Information;
40. that in connection with the Placing, each of the Banks
and any of their respective Affiliates and any person acting on its or their
behalf, acting as an investor for its own account, may take up a portion of
the Placing Shares as a principal position and in that capacity may retain,
purchase or sell for its own account or the account of its customers such
shares in the Company and any other securities of the Company or related
investments and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
the Banks and any of their respective Affiliates or any person acting on its
or their behalf, in each case, acting in such capacity. In addition, either of
the Banks and any of their respective Affiliates and any person acting on its
or their behalf may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection with which
such person(s) may from time to time subscribe for, acquire, hold or dispose
of such securities of the Company, including the Placing Shares. Neither of
the Banks nor any of their respective Affiliates nor any person acting on its
or their behalf intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;
41. that each of the Banks and their respective Affiliates
may have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and services in
the ordinary course of their business with the Company and/or its Affiliates
for which they would have received customary fees and commissions. Each of the
Banks and their respective Affiliates may provide such services to the Company
and/or its Affiliates in the future;
42. that a communication that a transaction is, or that the
books are, "covered" refers to the position of the book at that time. It is
not an assurance that the books will remain covered, that the Placing will
take place on any terms indicated or at all, or that if the Placing does take
place, the Placing will be fully distributed by the Banks. Each of the Banks
reserves the right to take up a portion of the securities in the Placing as a
principal position at any stage at its sole discretion and will, inter alia,
take account of the Company's objectives, UK MiFIR and MiFID II requirements
and/or its allocation policies;
43. that (i) the Placing Shares have not been and will not
be registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be prepared in respect of
any of the Placing Shares under the Securities Act or under the securities
laws of any state or other jurisdiction of the United States, nor approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission or any other United States regulatory authority in the
United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or otherwise
qualified for offer and sale nor will a prospectus be filed, cleared or
approved in respect of the Placing Shares under the laws of any Restricted
Territory and, subject to certain exceptions, may not be offered, sold, taken
up, renounced, delivered or otherwise transferred, directly or indirectly, in
or within any Restricted Territory; (ii) subject to certain exceptions the
Placing Shares are being offered and sold outside the United States in
reliance on Regulation S; and (iii) the Placing Shares may not be reoffered,
resold, pledged or otherwise transferred except in transactions not requiring
registration or qualification under the Securities Act or the securities laws
of any other Restricted Territory;
44. that the Placing Shares are being offered and sold by
the Company (a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S; and (b) in the United States only to
persons reasonably believed to be QIBs in transactions not involving any
"public offering" within the meaning of Section 4(a)(2) of the Securities Act
pursuant to an exemption from the registration requirements of the Securities
Act, and/or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. It represents
and warrants that it, and all prospective beneficial owners of the Placing
Shares for the accounts of which it is acting is, and at the time the Placing
Shares are subscribed for, will be, either: (i) outside the United States and
subscribing for the Placing Shares in an offshore transaction as defined in,
and pursuant to, Regulation S; or (ii) (x) a QIB that upon request by the
relevant Bank has executed and delivered, or will executed and deliver, a US
Investor Letter, and (y) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States. With respect to (ii)
above, each such potential Placee represents and warrants that it is
subscribing for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB, for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part, in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings herein on behalf of each such account;
45. that it will not directly or indirectly offer,
reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing
Shares except: (a) in an offshore transaction as defined in, and in accordance
with, Rule 903 or Rule 904 of Regulation S outside the United States; (b) in
the United States to a person that it or any person acting on its behalf
reasonably believes to be a QIB who is purchasing for its own account or for
the account of another person who is a QIB in a transaction pursuant to Rule
144A under the Securities Act (it being understood that all offers or
solicitations in connection with such a transfer are limited to QIBs and do
not involve any means of general solicitation or general advertising); (c)
pursuant to Rule 144 under the Securities Act (if available); (d) to the
Company; or (e) pursuant to another available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, and if the Company shall so require, subject to delivery to the Company
of an opinion of counsel (and such other evidence as the Company may
reasonably require) that such transfer or sale is in compliance with the
Securities Act, in each case, in accordance with any applicable securities
laws of any state or other jurisdiction of the United States; and that it will
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
46. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, and for so long as the Placing Shares are restricted
securities, it will not deposit such shares in any unrestricted depositary
facility established or maintained by any depositary bank, and it agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
47. that no representation has been made as to the
availability of the exemption provided by Rule 144 or any other exemption
under the Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares; and
48. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D under the Securities Act) or any form
of directed selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither of the Banks nor the Company owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company or the Banks nor their respective Affiliates nor any person acting
on its or their behalf will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest, fines and penalties relating
thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for, in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company, nor their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any interest or any stamp duty or stamp duty
reserve tax or any other similar duties or taxes (including, without
limitation, other stamp, issue, securities, transfer, registration, capital,
or documentary duties or taxes or any interest ("transfer taxes")) that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith (including
any interest, fines and penalties relating thereto), and agrees to indemnify
on an after-tax basis and hold the Banks and/or the Company (as the case may
be) and their respective Affiliates and any person acting on its or their
behalf harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that either of the Banks or any of their respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
of the Banks, any money held in an account with either of the Banks on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Bank's money
in accordance with the client money rules and will be used by each of the
Banks in the course of its own business; and the Placee will rank only as a
general creditor of the relevant Bank.
All times and dates in this Announcement may be subject to amendment by the
Banks and the Company (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Banks.
Each Placee may be asked to disclose in writing or orally to the Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if it is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means admission of the Offering Shares to the equity shares (commercial
companies) category of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities;
Affiliate has the meaning given in Rule 405 or Rule 501(b) under the Securities Act, as
applicable;
Announcement means this announcement (including its Appendices);
Banks has the meaning given to it in Appendix 1 to this Announcement;
Barclays has the meaning given to it in Appendix 1 to this Announcement;
Bookbuilding Process means the bookbuilding process to be commenced by the Banks to use reasonable
endeavours to procure Placees for the Placing Shares (other than for the
Cornerstone Shares which will be subscribed for by the Cornerstones in the
Placing pursuant to the Cornerstone Subscription) at the Placing Price, as
described in this Announcement and subject to the Terms and Conditions set out
in this Announcement and the Placing Agreement;
COBS means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
Company means Aston Martin Lagonda Global Holdings plc;
Cornerstones means certain strategic investors of the Company who have signed the
Cornerstone Undertakings;
Cornerstone Shares means the new Ordinary Shares to be allotted and issued under the Cornerstone
Subscription;
Cornerstone Subscription means the subscription by the Cornerstones in the Placing pursuant to the
Cornerstone Undertakings;
Cornerstone Undertakings means the irrevocable undertakings provided by each of the Cornerstones to the
Company to subscribe for the Cornerstone Shares;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
Debt Issuance means the proposed private placement of the Notes;
Director Subscription means the subscription for new Ordinary Shares by a non-executive director of
the Company;
Director Subscription Shares means the new Ordinary Shares to be allotted and issued under the Director
Subscription;
Dollar Notes means the Issuer's 10.000% senior secured notes due 2029 to be issued;
DTRs means the Disclosure Guidance and Transparency Rules sourcebook made by the
FCA pursuant to Part VI of FSMA;
EU MAR means Regulation (EU) No.596/2014;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
EU Target Market Assessment means the assessment that the Placing Shares and the Notes are (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all permitted
distribution channels;
Exchange Information has the meaning given to it in Appendix 1 to this Announcement;
Existing Notes means the Issuer's U.S. dollar-denominated 10.000% Senior Secured Notes due
2029 and pound sterling-denominated 10.375% Senior Secured Notes due 2029;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
Financing means the Placing and Debt Issuance;
FSMA has the meaning given to it in Appendix 1 to this Announcement;
Goldman Sachs has the meaning given to it in Appendix 1 to this Announcement;
Group means the Company and its subsidiary undertakings;
Indenture means the indenture dated 21 March 2024 governing the Existing Notes and
pursuant to which the Notes are intended to be issued;
Issuer means Aston Martin Capital Holdings Limited;
LSE or London Stock Exchange means London Stock Exchange plc;
MiFID II means EU Directive 2014/65/EU on markets in financial instruments;
MiFID II Product Governance Requirements means the product governance requirements of (a) MiFID II; (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and
(c) local implementing measures;
Notes means the Sterling Notes and the Dollar Notes;
Offering Shares means the Placing Shares, the Retail Offer Shares and the Director
Subscription Shares;
Official List means the list of publicly listed companies maintained by the FCA;
Ordinary Share means an ordinary share of £0.10 each in the capital of the Company;
Placee means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given;
Placing means the proposed non-pre-emptive placing of the Placing Shares;
Placing Agreement has the meaning given to it in Appendix 1 to this Announcement;
Placing Price means the price per Placing Share at which the Placing Shares are placed;
Placing Shares means the new Ordinary Shares to be allotted and issued under the Placing and
includes, for the avoidance of doubt, the Cornerstone Shares;
Placing Supplement Agreement has the meaning given to it in Appendix 1 to this Announcement;
PRA or Prudential Regulation Authority means the UK Prudential Regulation Authority;
Pricing Announcement has the meaning given to it in Appendix 1 to this Announcement;
Prospectus Regulation means Regulation (EU) 2017/1129;
QIB means "qualified institutional buyer" as defined within Rule 144A of the
Securities Act;
Qualified Investors means qualified investors within the meaning of article 2(e) of the Prospectus
Regulation;
Regulation S means Regulation S promulgated under the Securities Act;
Regulatory Information Service means a primary information provider approved by the FCA;
Relevant Person has the meaning given to it in Appendix 1 to this Announcement;
Restricted Territory has the meaning given to it in Appendix 1 to this Announcement;
Retail Offer means the offer to be made by the Company on the PrimaryBid platform of new
Ordinary Shares at the Placing Price, the terms of which will be detailed in a
separate announcement by the Company published shortly after this
Announcement;
Retail Offer Shares means the new Ordinary Shares to be allotted and issued under the Retail
Offer;
Rule 144A means Rule 144A promulgated under the Securities Act;
Securities Act means the U.S. Securities Act of 1933, as amended;
Share Offering means the Placing, the Retail Offer and the Director Subscription;
Sterling Notes means the Issuer's 10.375% senior secured notes due 2029 to be issued;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Terms and Conditions means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
UK Listing Rules means the rules and regulations made by the FCA under FSMA;
UK MAR means assimilated Regulation (EU) No.596/2014 as it forms part of the law of
the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented;
UK MiFIR means assimilated Regulation (EU) 600/2014 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented;
UK Product Governance Rules means the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook;
UK Prospectus Regulation means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented;
UK Target Market Assessment means the assessment that the Placing Shares and the Notes are (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of COBS; and (ii) eligible for distribution through all permitted
distribution channels;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland;
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
US Investor Letter means the investor representation letter in the form provided by the Banks to
QIBs in the United States.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence''
are to the lawful currency of the UK from time to time.
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