REG - Aston Martin Lagonda - Proposed Share Placing
31/07/2023 16:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230731:nRSe7914Ha&default-theme=true
RNS Number : 7914H Aston Martin Lagonda Glob.Hldgs PLC 31 July 2023
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR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.
31 July 2023
Aston Martin Lagonda Global Holdings plc
("Aston Martin ", the "Company" or the "Group")
c.£210m share placing to accelerate net leverage reduction and support longer
term growth
· c.£210m placing to facilitate the early redemption of the
Group's existing second lien split coupon notes, due 2026, as well as
supporting capital investments related to the Company's electrification
strategy
· Building on the Company's improved financial position, including
c.£460 million of liquidity at the end of H1 2023, the proceeds from the
proposed placing will further deleverage the balance sheet, while providing
further momentum to Aston Martin in delivering its 2024/25 financial targets
· Proposed transaction provides the Company with an accelerated
pathway to achieving a net leverage ratio towards c.1.0x in 2024/25 and
becoming free cash flow positive from 2024, supported by a significant
interest cost reduction, as well as achieving a net leverage ratio of below
1.0x in 2027/28
· Existing strategic shareholders, who are represented on the Aston
Martin board, have committed to subscribe for up to £184m
Proposed Share Placing
Building on its improved financial position, Aston Martin today announces its
intention to undertake a share placing, providing gross proceeds of
approximately £210 million through a non-pre-emptive issue of new Ordinary
Shares of £0.10 each ("Ordinary Shares") (the "Placing") to institutional
investors. The proceeds from the Placing would allow the Company to further
deleverage its balance sheet, as well as providing an accelerated pathway
towards achieving its net leverage ratio targets and becoming free cash flow
positive from 2024, supported by a significant interest cost reduction. In
addition to the Company's overall liquidity of c. £460 million at the end of
H1 2023, the proceeds would also support capital investments related to the
Company's electrification strategy, consistent with its plans to invest
c. £2 billion over the next five years (2023-2027).
In addition, the Company intends to undertake a concurrent separate retail
offer of new Ordinary Shares on the PrimaryBid platform (the "Retail Offer")
and certain directors of the Company have agreed to subscribe for new Ordinary
Shares for an aggregate amount of approximately £1.5 million (the "Director
Subscription", together with the Placing and the Retail Offer, the "Share
Offering"), in each case at the Placing Price (as defined below).
The Company has received irrevocable undertakings to subscribe for
approximately £115 million of the Placing, comprising:
· Yew Tree Overseas Limited ("Yew Tree") to irrevocably subscribe
for £44 million on behalf of itself and other members of the Yew Tree
Consortium (comprising Saint James Invest SA, J.C.B. Research, RRRR
Investments LLC, FrancInvest Holding Corporation, John Idol, Omega Funds I
Limited, ErsteAM Ltd and now also BDI Invest L.P.)
· Public Investment Fund to irrevocably subscribe for £37 million
· Geely International (Hong Kong) Ltd to irrevocably subscribe for £15
million
· Mercedes-Benz AG to irrevocably subscribe for £19 million
The remaining approximately £95m of the Placing will be made available to
institutional investors via an accelerated bookbuild (the "Bookbuilding
Process").
In addition to irrevocably subscribing for £44 million (being its pro rata
share of the Placing), Yew Tree has also agreed to subscribe for up to a
further £69 million in the Placing, on behalf of itself and certain other
members of the Yew Tree Consortium, to the extent that such Ordinary Shares
are not placed as part of the Placing.
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 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
issued pursuant to the Retail Offer (the "Retail Offer Shares").
Ahmed Al-Subaey and Franz Reiner, each a member of the Board of Directors of
the Company, have agreed to subscribe for £1.5 million and £50,000
respectively through the Director Subscription.
Reasons for the Share Offering
The net proceeds of the Share Offering will be used by the Company to
facilitate the early redemption of the Group's existing second lien split
coupon notes, due 2026, by early November 2023 as well as supporting ongoing
capital investments related to the Company's electrification strategy. The
early redemption of the second lien notes by early November 2023 will enable
the Company to operate with increased financial flexibility and improve free
cash flow generation by reducing its interest costs, contributing to the
delivery of sustainable free cash flow.
As part of its Capital Markets Day held in June 2023, Aston Martin confirmed
that it remains on track to deliver its 2024/25 financial targets, originally
provided in 2020, which aimed to deliver c.£2 billion in revenue and c.£500
million of adjusted EBITDA by 2024/25. The Company expects to substantially
achieve these financial targets in 2024 and, with continued strong momentum,
is likely to exceed them in 2025.
The proposed Share Offering will provide further momentum to the Company in
delivering these 2024/25 financial targets with an accelerated pathway to
achieving a net leverage ratio towards c.1.0x in 2024/25 and becoming free
cash flow positive from 2024, supported by a significant interest cost
reduction, as well as achieving a net leverage ratio of below 1.0x in 2027/28.
Aston Martin also provided new mid-term financial targets for 2027/28
consisting of:
· Revenue of c. £2.5 billion
· Gross margin in the mid 40s%
· Adjusted EBITDA of c. £800 million
· Adjusted EBITDA margin of c. 30%
· Free cash flow to be sustainably positive
· Net leverage ratio of c. 1.0x (updated to below 1.0x following
the proposed placing)
Aligned with this framework, the Company expect to invest c. £2 billion over
the next five years (2023-2027) as it invests in its long-term growth and the
transition to electrification. The Share Offering will provide Aston Martin
with additional capital to deliver these plans.
The Board's unanimous view is that the Share Offering, which follows strong
engagement with shareholders following the Company's half year results, is in
the best interests of shareholders, as well as wider stakeholders in Aston
Martin.
Lawrence Stroll, Executive Chairman of Aston Martin, said: "From a position of
strength, including our recently announced H1 results and the tremendous
demand we have seen for our new core and special models, this proposed
transaction builds on the actions we have taken to deliver shareholder value.
The share offering will allow us to redeem our most expensive debt, accelerate
the pathway we have been on to deleverage our balance sheet and become
sustainably free cash flow positive.
"I would like to thank my fellow investors in the Yew Tree Consortium and our
strategic partners for their unequivocal support and their shared confidence
in our long-term future and direction."
Details of the Placing
Barclays Bank PLC, acting through its investment bank ("Barclays") and J.P.
Morgan Securities plc, which conducts its UK investment banking activities as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") 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 Subscriptions Shares (as defined below) to
be subscribed at the Placing Price will be announced as soon as practicable
after the close of the Bookbuilding Process.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this announcement.
The new Ordinary Shares to be subscribed for in the Director Subscription (the
"Director Subscriptions Shares") will be subscribed for at the Placing Price
and on the basis agreed pursuant to subscription letters with the Company,
rather than pursuant to the terms and conditions of the Placing 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 Retail Offer is
not made subject to the terms and conditions set out in Appendix 1 to this
announcement, and instead will be made on the terms outlined in a separate
announcement to be made shortly. 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 Subscriptions 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 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
premium listing segment 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 3(rd) August
2023.
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. The Appendix to this announcement sets out further
information relating to the terms and conditions of the Placing.
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation EU 596/2016 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018. The person responsible for
releasing this announcement on behalf of Aston Martin Lagonda Global Holdings
plc is Liz Miles, Company Secretary.
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@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
Barclays (Joint Global Coordinator, Joint Bookrunner and Corporate Broker)
Enrico Chiapparoli +44 (0) 20 7623 2323
Alastair Blackman
Jon Bone
Dominic Harper
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Corporate
Broker)
Robert Constant +44 (0)20 7742 4000
James A. Kelly
Will Holyoak
Charles Oakes
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, J.P. Morgan Cazenove 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 Prospectus Regulation (EU) 2017/1129) (the "Prospectus
Regulation") or the Prospectus Regulation as it forms part of UK law 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 Placing Shares or Director
Subscriptions 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 Placing. The
Placing 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. 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.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), as applicable, and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under Canadian
securities laws, in any province or territory of Canada. Any resale of the
Placing Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable
securities laws.
The offering of the Placing Shares may be made on a private placement basis in
the provinces of Ontario, Québec, British Columbia, Alberta and Manitoba, and
is exempt from the requirement that the Company prepare and file a prospectus
with the relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Placing Shares acquired by a Canadian investor in this offering must be made
in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt from the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada.
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, J.P. Morgan Cazenove 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 Listing Rules, FSMA, UK
MAR, the DTRs, the rules of the London Stock Exchange or the FCA.
Barclays and J.P. Morgan Cazenove 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 J.P. Morgan Cazenove 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 J.P. Morgan Cazenove 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.
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 J.P. Morgan Cazenove 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.
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 APPENDIX) 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
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF
IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2
(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW 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 J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove", 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 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.
NOTICE TO CANADIAN INVESTORS
The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), as applicable, and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under Canadian
securities laws, in any province or territory of Canada. Any resale of the
Placing Shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable
securities laws.
The offering of the Placing Shares may be made on a private placement basis in
the provinces of Ontario, Québec, British Columbia, Alberta and Manitoba, and
is exempt from the requirement that the Company prepare and file a prospectus
with the relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Banks that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Placing Shares subscribed for by a Canadian investor in this offering must be
made in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt from the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at 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 Cornerstones 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 J.P. Morgan Cazenove 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 Cornerstones 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. Save for the Cornerstone Shares to be subscribed for
in the Placing by the Cornerstones, if and to the extent that Placees are not
procured to subscribe for any Placing Shares at the Placing Price the Banks
shall not be obliged themselves to subscribe for or pay for any such Placing
Shares in respect of which no Placees have been procured (the "Unsold
Shares"). Yew Tree Overseas Limited has agreed with the Company to subscribe
for Unsold Shares up to a maximum subscription price of £69 million in
accordance with the applicable obligations under the Cornerstones
Undertakings.
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 and/or the Unsold Shares, the Banks shall not be obliged themselves to
subscribe for or pay for any such Cornerstone Shares or Unsold 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 total number of shares to be issued pursuant to the Share Offering shall
not exceed 70,000,000 Ordinary Shares, representing approximately 9.5% of the
Company's existing issued Ordinary Share capital.
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 3 August 2023 (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 7 August 2023).
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 Cornerstones 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 1 August 2023 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 9 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 Cornerstones 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.
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 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. Each potential Placee located or resident in Canada must qualify as
both an "accredited investor" and a "permitted client" under applicable
Canadian securities laws that has either executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the eligibility
requirements set forth therein.
9. 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.
10. 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.
11. 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".
12. 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".
13. 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.
14. 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 Cornerstones Undertakings being duly executed and becoming unconditional subject only to Admission and not having been terminated 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 3 August 2023 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 7 August 2023); 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 condition, 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) 3 August 2023), 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 1 August 2023
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 J.P. Morgan Cazenove (CREST
Participant ID: 784, Member Account ID: PRIMPLAC) as agent for the Company.
The Placing Shares will be credited to J.P. Morgan Cazenove's CREST account by
way of a registrars adjustment and therefore J.P. Morgan Cazenove 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 3 August 2023 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 premium listing
segment 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 J.P. Morgan Cazenove 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 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;
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);
49. if it is a person in Canada, that it is: (i) an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (ii) a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations; and
50. if it is a person in Canada, that it is not a person created or used
solely to purchase or hold the securities as an "accredited investor" as
described in paragraph (m) of the definition of "accredited investor" in
section 1.1 of National Instrument 45-106 Prospectus Exemptions.
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.
In Canada, Placing Shares may only be offered and sold in the provinces of
Ontario, Québec, British Columbia, Alberta and Manitoba on a basis exempt
from the prospectus requirements of applicable securities laws. In connection
with any acquisition of Placing Shares in Canada, the Placee will be required
to make specific representations, warranties, agreements and acknowledgements
pursuant to a Canadian Investor Letter.
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.
(g)
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means admission of the Offering Shares to the premium listing segment 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 Cornerstones 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;
Canadian Investor Letter means the investor representation letter in the form provided by the Banks to
investors in Canada who are "accredited investors" and "permitted clients"
each as defined under Canadian securities laws;
COBS means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
Company means Aston Martin Lagonda Global Holdings plc;
Cornerstone Shares means the new Ordinary Shares to be allotted and issued under the Cornerstones
Subscription;
Cornerstones means Yew Tree Overseas Limited, The Public Investment Fund of the Kingdom of
Saudi Arabia, Geely International (Hong Kong) Limited and Mercedes-Benz AG;
Cornerstones Subscription means the subscription by the Cornerstones in the Placing pursuant to the
Cornerstones Undertakings;
Cornerstones 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;
Director Subscription means the subscription for new Ordinary Shares by certain directors of the
Company;
Director Subscriptions Shares means the new Ordinary Shares to be allotted and issued under the Director
Subscription;
DTRs means the Disclosure Guidance and Transparency Rules sourcebook made by the
FCA pursuant to Part VI of FSMA;
EU MAR means the Market Abuse Regulation (EU) No.596/2014;
EU Target Market Assessment means the assessment that the 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 permitted distribution
channels;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
Exchange Information has the meaning given to it in Appendix 1 to this Announcement;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
FSMA has the meaning given to it in Appendix 1 to this Announcement;
Group means the Company and its subsidiary undertakings;
J.P. Morgan Cazenove has the meaning given to it in Appendix 1 to this Announcement;
Listing Rules means the rules and regulations made by the FCA under FSMA;
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;
Offering Shares means the Placing Shares, the Retail Offer Shares and the Director
Subscriptions 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 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 and any Unsold
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 the Prospectus 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 any of the services set out in Appendix 1.1 of the Listing Rules;
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;
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 MAR means the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented;
UK MiFIR means the Market in Financial Instruments Regulation (EU) 600/2014 as it forms
part of UK domestic law 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 the Prospectus Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented;
UK Target Market Assessment means the assessment that the 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 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
Unsold Shares has the meaning given to it in Appendix 1 to this Announcement; 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOENKDBNPBKDBONRecent news on Aston Martin Lagonda Global Holdings
See all newsREG - Aston Martin Lagonda - ESEF Annual Report 2023
AnnouncementREG - Aston Martin Lagonda - Q1 results for three months ended 31 March 2024
AnnouncementREG - Aston Martin Lagonda - Annual Report 2023 and Notice of AGM
AnnouncementREG - Aston Martin Lagonda - Director Declaration
AnnouncementREG - Aston Martin Lagonda - Appointment of New Chief Executive Officer
Announcement