REG - Ceres Power Holdings - Proposed capital raise of approx. £100million
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RNS Number : 6397H Ceres Power Holdings plc 09 June 2026
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
09 June 2026
Ceres Power Holdings plc
("Ceres" or the "Company")
Proposed capital raise of approximately £100 million
Ceres Power Holdings plc (CWR.L), a leading developer of clean energy
technology, today announces its intention to undertake a capital raise to
raise gross proceeds of approximately £100 million (the "Capital Raise").
The Capital Raise is to be comprised of the issue of new ordinary shares of 10
pence each in the capital of the Company ("Ordinary Shares") through:
· a non-pre-emptive placing of new Ordinary Shares (the "Placing
Shares") (the "Placing");
· a subscription by certain directors of the Company pursuant to
which they intend to subscribe for new Ordinary Shares (the "Subscription
Shares") to raise gross proceeds of approximately £180k (the "Subscription");
and
· a retail offer through Retail Book Limited ("RetailBook") (the
"Retail Offer") for new Ordinary Shares (the "Retail Offer Shares" and,
together with the Placing Shares and the Subscription Shares, the "Capital
Raise Shares").
The net proceeds of the Capital Raise will be used to establish the right
balance sheet to drive growth and enable selective investment to support
partner scale-up, at a time when there is accelerating momentum for Solid
Oxide Fuel Cell (SOFC) technology.
Background and rationale for the Capital Raise
Momentum for Solid Oxide Fuel Cell technology is accelerating
Power demand is accelerating globally, driven by electrification, AI and
digitalisation. This is evident in AI data centres, which have become one of
the fastest growing and most energy intensive sectors of the global economy.
Time to power has become the defining constraint. Structural grid constraints
and lead times for high-performance power systems are increasingly
significant, upgraded grid connections taking up to ten or more years, gas
turbines five to seven years and small modular nuclear power systems at least
seven to ten years.
SOFCs are increasingly recognised as a credible solution to the "behind the
meter" power gap. SOFC systems are more readily available than other
high-performance power systems which is becoming a key differentiator in the
data centre power market. SOFC demand is forecast to reach 22 gigawatts per
annum by 2030.
Establishing the right balance sheet to drive growth
A strong net cash position underscores Ceres' role as a sustainable innovation
partner. Financial resilience is critical for partners entering into long-term
agreements. Partners are investing hundreds of millions of dollars in
manufacturing infrastructure to use Ceres technology to produce SOFC at scale.
Partners look for Ceres to maintain world-leading technology and continue
investing in innovation and product development. This is very important when
negotiating new licence agreements with future partners.
Selective investment to support partner scale-up
To help ensure the longevity of the licensing business model, we continue to
focus on investment in key intellectual property to maintain the Company's
protection alongside anticipated expansion. Linked to this, Ceres will invest
in a facility to supply key components to support partner scale up.
The benefits of the Capital Raise will also enable the scale up and maturity
of supply chains of SOFC, which will benefit future Solid Oxide Electrolyser
(SOEC) manufacturers given the reversibility of the Ceres Endura stack.
Net proceeds from the Capital Raise will be used alongside the Company's
unaudited existing cash and short-term investments of £78.7 million as of 31
May 2026.
Details of the Capital Raise
The Placing will be conducted through an accelerated book building process
(the "Bookbuild") which will be launched immediately following this
Announcement, and will be made available to new and existing eligible
investors. Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg")
and UBS AG London Branch ("UBS") are acting as joint global coordinators and
joint bookrunners in connection with the Placing (together the "Joint
Bookrunners"). The Joint Bookrunners may close the Bookbuild at any time after
launch, at the discretion of the Joint Bookrunners and the Company.
Concurrently with the Placing, there will be a separate offer by the Company
on the RetailBook platform of Retail Offer Shares at the Offer Price (as
defined below) to provide retail investors in the UK only with an opportunity
to participate in the Capital Raise. The Retail Offer is not made subject to
the terms and conditions of the Placing set out in Appendix 1 to this
Announcement, and instead a separate announcement will be made shortly
regarding the Retail Offer and its terms. For the avoidance of doubt, the
Retail Offer is not part of the Placing and is the sole responsibility of the
Company.
In addition to the Placing and the Retail Offer, certain directors of the
Company have agreed, conditional on the Placing, to subscribe for the
Subscription Shares at the Offer Price representing approximately £180,000 in
aggregate. The Subscription Shares will be subscribed for pursuant to
subscription letters entered into between the relevant directors and the
Company, rather than pursuant to the terms and conditions of the Placing set
out in Appendix 1 to this Announcement.
For the avoidance of doubt, the Joint Bookrunners are playing no role in
connection with the Retail Offer or the Subscription.
The price at which the Placing Shares are to be placed (the "Offer Price")
will be determined at the close of the Bookbuild by agreement between the
Company and the Joint Bookrunners. The timing of the close of the Bookbuild,
the Offer Price, the number of Placing Shares to be placed as well as
allocation of the Placing Shares will be agreed between the Joint Bookrunners
and the Company following the close of the Bookbuild. The results of the
Placing will be announced as soon as practicable following the close of the
Bookbuild.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, the Joint Bookrunners as agents, for and on behalf of, the Company
has agreed to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Offer Price. The Placing is subject
to the terms and conditions set out in Appendix 1 to this Announcement.
A description of certain relevant aspects of the Placing Agreement can be
found in the terms and conditions set out in Appendix 1 to this Announcement
under the headings "Details of the Placing Agreement and of the Placing
Shares", "Conditions of the Placing", "Termination of the Placing Agreement"
and "Restriction on further issue of securities". The Placing will be made on
a non-pre-emptive basis. The Company will rely on the allotment and
disapplication of pre-emption rights authorities granted by shareholders to
the Company at its annual general meeting held on 14 May 2026.
Prior to launch of the Placing, the Company consulted with a number of its
shareholders to gauge their feedback as to the terms of and potential
participation in the Placing. The Company's directors have concluded that the
Placing is in the best interests of shareholders and wider stakeholders and
will promote the long-term success of the Company and has therefore chosen to
proceed with the Placing. The Placing is being structured through the
Bookbuild to minimise execution and market risk. The Board intends to apply
the principles of pre-emption when allocating Placing Shares to those
shareholders that participate in the Placing.
The Capital Raise Shares will be admitted to the equity shares (commercial
companies) category of the Official List of the Financial Conduct Authority
(the "FCA") and an application will be made for the Capital Raise Shares to be
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("London Stock Exchange") (together, "Admission"). It is
anticipated that Admission will become effective, and that dealings in the
Capital Raise Shares will commence, at 8.00 a.m. (London time) on 12 June
2026.
The Placing is conditional upon, among other things, Admission becoming
effective not later than 8.00 a.m. (London time) on 12 June 2026 (or such
later time and/or date as the Joint Bookrunners and the Company may agree in
writing, being not later than 8.00 a.m. (London time) on 19 June 2026) and the
Placing Agreement not being terminated in accordance with its terms. Further
details can be found in Appendix 1 to this Announcement.
The above proposed dates and times may be subject to change at the discretion
of the Company and the Joint Bookrunners. The Company reserves the right to
increase (or decrease) the size of the Capital Raise.
The Capital Raise Shares will, when issued, be credited as fully paid and rank
pari passu in all respects with the existing issued Ordinary Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
The Company has undertaken to the Joint Bookrunners that, between the date of
this Announcement and 180 calendar days after the date of Admission, it will
not, directly or indirectly, issue or allot Ordinary Shares, subject to
customary exceptions or waiver by the Joint Bookrunners.
Appendix 1 to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing. By choosing to participate in the Placing and by making an
oral or written and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making such offer on the terms
and subject to the conditions in it, and to be providing the representations,
warranties, agreements, confirmations, acknowledgements and undertakings
contained in the Appendix.
Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in Appendix 2.
The person responsible for making this Announcement on behalf of the Company
is Stuart Paynter, Chief Financial Officer.
For further information, please contact
Ceres Power Holdings plc investors@cerespower.com
Phil Caldwell, Stuart Paynter, Merryl Black
Berenberg (Joint Broker and Joint Bookrunner) +44 (0)203 207 7800
Ben Wright, Mark Whitmore, Ciaran Walsh, Brooke Harris-Lowing
UBS (Joint Broker and Joint Bookrunner) +44 (0)207 567 8000
Sandip Dhillon, David Roberts, Alistair Smith, George Stavrakis, Alex Bloch
Reynolds Porter Chamberlain LLP is acting as legal adviser to the Company in
respect of the Capital Raise. Proskauer Rose (London) LLP is acting as U.S.
legal adviser to the Company in respect of the Capital Raise.
Simmons & Simmons LLP is acting as UK and U.S. legal advisers to the Joint
Bookrunners.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE, FORWARDING 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 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, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or any other jurisdiction
in which the same would be unlawful or to any person to whom it is unlawful to
make such offer or solicitation. No public offering of the Placing Shares is
being made in any such jurisdiction.
This Announcement is not for publication or distribution in or into the United
States of America. This Announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
No action has been taken by the Company, Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg"), UBS AG London Branch ("UBS" and, together with
Berenberg, the "Joint Bookrunners") or any of their respective Affiliates or
any of its or their respective directors, officers, partners, employees,
agents or advisers (collectively "Representatives") or any person acting on
behalf of any of them that would, or is intended to, permit an offer of the
Placing Shares or result in the 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.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdiction. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) 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.
The securities referred to herein have not been and will not be registered
under 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, directly or indirectly, within, into or
in the United States absent registration under the Securities Act or pursuant
to an exemption from the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold (i) outside of the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act ("Regulation S");
and (ii) in the United States only to persons reasonably believed to be
"qualified institutional buyers" as defined in Rule 144A of the Securities Act
("QIBs") pursuant to an exemption from the registration requirements of the
Securities Act. No public offering of securities will be made in the United
States or elsewhere.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
Members of the public are not eligible to take part in the Placing. This
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"), "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation ("Qualified Investors"); (b) if in the United
Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule
1 of the POATR who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) persons
who fall within Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.
The Placing in Canada is being made on a private placement basis only pursuant
to an exemption from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws. No prospectus has been
or will be filed with any securities commission or other securities regulatory
authority in any jurisdiction in Canada in connection with the offer or sale
of the Placing Shares. In Canada, this Announcement is only directed at and is
only being distributed to persons in or resident in the Province of Alberta,
British Columbia, Ontario or Quebec purchasing, or deemed to be purchasing, as
principal that are (i) "accredited investors" as defined in section 1.1 of
National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or section
73.3(1) of the Securities Act (Ontario), as applicable, that are not created
or used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106, and that are (ii) "permitted clients" as defined in
section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
In Singapore, the Placing Shares are being offered only to (a) institutional
investors as defined under Section 274 of the Securities and Futures Act, 2001
of Singapore (the "SFA"), as modified or amended from time to time, including
by any subsidiary legislation as may be applicable at the relevant time and
(b) relevant persons pursuant to Section 275(1) of the SFA, or persons
pursuant to Section 275(1A), and in accordance with the conditions specified
in Sections 275 and 276 of the SFA.
The securities referred to herein have not been authorised by the Hong Kong
Securities and Futures Commission. This Announcement has not been reviewed or
approved by any regulatory authority in Hong Kong. This Announcement does not
constitute an offer or invitation to the public in Hong Kong to acquire the
Placing Shares. Accordingly, unless permitted by the securities laws of Hong
Kong, no person may issue or have in its possession for the purposes of issue,
this Announcement or any advertisement, invitation or document relating to the
Placing Shares, whether in Hong Kong or elsewhere, which is directed at, or
the contents of which are likely to be accessed or read by, the public in Hong
Kong other than in relation to the Placing Shares that are intended to be
disposed of only to persons outside Hong Kong or only to "professional
investors" (as such term is defined in the Securities and Futures Ordinance of
Hong Kong (Cap. 571, Laws of Hong Kong) and the subsidiary legislation made
thereunder).
The offer of the Placing Shares is personal to the person to whom this
Announcement has been delivered by or on behalf of the Company, and a
subscription for the Placing Shares will only be accepted from such person. No
person to whom a copy of this Announcement is issued may circulate or
distribute this Announcement in Hong Kong or make or give a copy of this
Announcement to any other person.
You are advised to exercise caution in relation to the Placing. If you are in
any doubt about any of the contents of this Announcement, you should obtain
independent professional advice.
No securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon these materials or on the merits of the
Placing Shares and any representation to the contrary is an offence. The
relevant clearances have not been, nor will they be, obtained from 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 from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been qualified
for distribution by way of a prospectus in Canada and have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such activities would be
unlawful.
By participating in the Bookbuild 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 in its entirety,
to be participating, making an offer and acquiring Placing Shares on the terms
and conditions of the Placing contained in Appendix 1 to this Announcement and
to be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "may", "will", "would", "could", "considered", "likely",
"estimate", "outlook" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements. These
statements and forecasts are inherently predictive, speculative and involve
risks and uncertainties and assumptions that could cause actual results,
financial condition, performance, developments or achievements to differ
materially from those expressed or implied by these forward-looking statements
and forecasts. Many of these risks, uncertainties and assumptions relate to
factors that are beyond the Company's ability to control, predict or estimate
precisely. No representation or warranty is made, and no responsibility or
liability is accepted, as to the achievement or reasonableness of, and no
reliance should be placed on, such forward-looking statements. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. Each of the Company, the Joint Bookrunners, their
respective Affiliates, its and their respective Representatives and any person
acting on behalf of any of them 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 FCA or the London Stock
Exchange.
Joh. Berenberg, Gossler & Co. KG, London Branch is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA. UBS AG London
Branch is authorised and regulated by the Financial Market Supervisory
Authority in Switzerland and authorised by the Prudential Regulation Authority
("PRA") and subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the contents of this
Announcement or any other matters referred to in this Announcement. Neither
Joint Bookrunner will regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the Placing, the content of
this Announcement or any other matters referred to in this Announcement and
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its 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. Neither
Joint Bookrunner is acting for the Company with respect to the Retail Offer or
the Subscription.
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 Joint Bookrunner, any of its Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
as to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of either Joint
Bookrunner or any of its Affiliates in connection with the Company, the
Placing Shares or the Placing, and any responsibility or liability whether
arising in tort, contract or otherwise therefore is expressly disclaimed. No
representation or warranty, express or implied, is made by either Joint
Bookrunner, any of its Affiliates or any of its or their respective
Representatives as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
In connection with the Placing, the Joint Bookrunners may release
communications to the market as to the extent to which the book is "covered".
A communication that a transaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that
the books will remain covered, that the transaction will take place on any
terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Joint Bookrunners.
In connection with the Placing, each Joint Bookrunner and any of its
Affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts 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, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, either Joint Bookrunner
and any of its Affiliates acting in such capacity. In addition, either Joint
Bookrunner and any of its Affiliates may enter into financing arrangements
(including swaps) with investors in connection with which that Joint
Bookrunner and any of its Affiliates may from time to time acquire, hold or
dispose of shares. Neither Joint Bookrunner intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. 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
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit 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 for the current or future
financial 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.
All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU 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, does not apply.
The Placing Shares to be issued pursuant to the Placing, the Retail Offer
Shares to be issued pursuant to the Retail Offer and the Subscription Shares
to be issued pursuant to the Subscription will not be admitted to trading on
any stock exchange other than the London Stock Exchange.
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 action.
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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and (b)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and, together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the 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: (a) 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 or the FCA Handbook
Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted distribution
by MiFID II or the FCA Handbook Product Intervention and Product Governance
Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors (for the purposes of the Product
Governance Requirements) 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 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 Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the COBS; 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 APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR"), WHO ARE ALSO:
(I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED INVESTORS"); (C) IF
IN CANADA, PERSONS WHO ARE "ACCREDITED INVESTORS" AS DEFINED IN SECTION 1.1 OF
NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS ("NI 45-106") OR SECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE ("ACCREDITED
INVESTORS") WHO ARE ALSO A "PERMITTED CLIENT" AS DEFINED IN NATIONAL
INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRATION OBLIGATIONS ("PERMITTED CLIENTS"); OR (D) PERSONS TO WHOM THEY
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO RELEVANT PERSONS AND WILL ONLY BE
ENGAGED IN WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING 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 TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING
SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
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, DIRECTLY
OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER
THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM 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. THE
PLACING IS BEING MADE (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 "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A OF THE SECURITIES ACT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AUTHORISED BY THE HONG KONG
SECURITIES AND FUTURES COMMISSION. THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED OR
APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE
CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL
ADVICE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN
HONG KONG TO ACQUIRE THE PLACING SHARES. ACCORDINGLY, UNLESS PERMITTED BY THE
SECURITIES LAWS OF HONG KONG, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION
FOR THE PURPOSES OF ISSUE, THIS ANNOUNCEMENT OR ANY ADVERTISEMENT, INVITATION
OR DOCUMENT RELATING TO THE PLACING SHARES, WHETHER IN HONG KONG OR ELSEWHERE,
WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR
READ BY, THE PUBLIC IN HONG KONG OTHER THAN IN RELATION TO THE PLACING SHARES
THAT ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY
TO "PROFESSIONAL INVESTORS" (AS SUCH TERM IS DEFINED IN THE SECURITIES AND
FUTURES ORDINANCE OF HONG KONG (CAP. 571, LAWS OF HONG KONG) AND THE
SUBSIDIARY LEGISLATION MADE THEREUNDER) ("HK PROFESSIONAL INVESTOR").
THE OFFER OF THE PLACING SHARES IS PERSONAL TO THE PERSON TO WHOM THIS
ANNOUNCEMENT HAS BEEN DELIVERED BY OR ON BEHALF OF THE COMPANY, AND A
SUBSCRIPTION FOR THE PLACING SHARES WILL ONLY BE ACCEPTED FROM SUCH PERSON. NO
PERSON TO WHOM A COPY OF THIS ANNOUNCEMENT IS ISSUED MAY CIRCULATE OR
DISTRIBUTE THIS ANNOUNCEMENT IN HONG KONG OR MAKE OR GIVE A COPY OF THIS
ANNOUNCEMENT TO ANY OTHER PERSON.
Defined terms used in this Appendix are set out in Appendix 2.
This Announcement, and the information contained herein, is restricted and is
not for publication, release, forwarding or distribution, in whole or in part,
directly or indirectly, to persons in or into the United States, Australia,
Canada, Hong Kong, Japan, the Republic of South Africa, Singapore or any other
jurisdiction in which the publication, release, forwarding or distribution of
this Announcement and/or an offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, the Placing Shares is unlawful
(each a "Restricted Territory"). The publication, release, forwarding or
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, Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg") or UBS AG London Branch ("UBS" and, together with
Berenberg, the "Joint Bookrunners") or any of their respective Affiliates or
any of its or their respective agents, directors, officers or employees
(collectively "Representatives") 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.
All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU Prospectus Regulation, as applicable, from the requirement
to produce a prospectus.
No prospectus has been filed with a securities commission or similar
regulatory authority in Canada in connection with the offer and sale of the
Placing Shares. No securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon this document or on the merits
of the Placing Shares and any representation to the contrary is an offence.
Each Canadian investor who purchases the Placing Shares will be deemed to have
represented to the Company and the Joint Bookrunners and to each dealer from
whom a purchase confirmation is received, as applicable, that the investor (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 redistribution; (ii) is an Accredited Investor;
and (iii) is a Permitted Client.
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 Joint Bookrunner, any of its Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
as to or in relation to, the accuracy, completeness or sufficiency 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.
Each Joint Bookrunner is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
None of the Company nor either Joint Bookrunner nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them 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 with its own advisers as to legal, tax, business, financial and
related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will (i) be deemed to have read and understood this Announcement in
its entirety; and (ii) be participating and making such offer and subscribing
for Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"), 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, undertakings, agreements,
acknowledgments, confirmations and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and will subscribe for, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. if it is in the United Kingdom, it is a UK Qualified
Investor;
3. if it is in a member state of the EEA, it is a Qualified
Investor;
4. if it is in Canada, it is (i) an Accredited Investor who 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 redistribution; and (ii) a Permitted Client;
5. if it is in Hong Kong, it is (i) a HK Professional
Investor, and (ii) not taking up the Placing Shares on behalf of any other
person(s) who is not a HK Professional Investor, nor with a view to distribute
such Placing Shares to other person(s);
6. if it is in Singapore, it is either (i) an institutional
investor under Section 274 of the Securities and Futures Act, 2001of Singapore
(the "SFA"), as modified or amended from time to time, including by any
subsidiary legislation as may be applicable at the relevant time; or (ii) a
relevant person pursuant to Section 275(1) of the SFA, or a person pursuant to
Section 275(1A), and in accordance with the conditions specified in Sections
275 and 276 of the SFA;
7. it is subscribing for Placing Shares for its own account or
is subscribing for 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, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
8. if it is a financial intermediary, as that term is used in
Regulation 7(4) of the POATR or Article 5(1) of the EU Prospectus Regulation
(as applicable) (i) 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 the
United Kingdom other than UK Qualified Investors, or persons in any member
state of the EEA or to which the EU Prospectus Regulation otherwise applies
other than EU Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or resale; or
(ii) where Placing Shares have been subscribed for by it on behalf of persons
in the United Kingdom other than UK Qualified Investors, or in any member
state of the EEA other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the POATR or the EU Prospectus Regulation
(as applicable) as having been made to such persons;
9. it is and, at the time the Placing Shares are subscribed
for, will be, (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 ("Regulation S"); or (ii) a "qualified
institutional buyer" as defined in Rule 144A of the Securities Act (a "QIB")
that has executed and delivered, or will execute and deliver, a US Investor
Representation Letter; and
10. the Company and the Joint Bookrunners will rely upon the
truth and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements in addition to those
described elsewhere in this Appendix.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence the Bookbuild
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. The book will open with immediate effect.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Berenberg and UBS are acting as joint global coordinators and joint
bookrunners in connection with the Placing. The Joint Bookrunners are not
acting for the Company with respect to the Subscription or the Retail Offer.
The Joint Bookrunners have today entered into an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, each Joint Bookrunner has severally (and not jointly nor jointly and
severally) agreed, each as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares in such number
and at a price to be determined following completion of the Bookbuild. The
price per Ordinary Share at which the Placing Shares are to be placed (the
"Offer Price") and the final number of Placing Shares will be determined by
the Company and the Joint Bookrunners at the close of the Bookbuild and will
be set out in the executed terms of placing (the "Terms of Placing") . The
timing and closing of the book, pricing and allocations are at the discretion
of the Company and the Joint Bookrunners. Details of the Offer Price and the
number of Capital Raise Shares will be announced as soon as practicable after
the close of the Bookbuild.
Subject to the execution of the Terms of Placing, each Joint Bookrunner has
severally (and not jointly nor jointly and severally) agreed with the Company,
in the event of any default by any Placee in paying the Offer Price in respect
of any Placing Shares allotted to it, to take up such Placing Shares itself at
the Offer Price in the agreed proportions set out in the Placing Agreement.
The total number of shares to be issued pursuant to the Capital Raise shall
not exceed 19,480,870 Ordinary Shares, representing approximately 9.95 per
cent. of the Company's existing issued Ordinary Share capital. The Company
reserves the right (upon agreement with the Joint Bookrunners) to increase (or
to reduce) the amount to be raised pursuant to the Placing.
The Capital Raise Shares will, when issued, 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 Capital
Raise Shares will be issued free of any encumbrances, liens or other security
interests.
Admission
The Capital Raise Shares will be admitted to listing in the equity shares
(commercial companies) category of the Official List of the FCA (the "Official
List") and an application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Capital Raise Shares to trading
on its main market for listed securities (together, "Admission"). It is
expected that Admission will become effective at 8.00 a.m. (London time) on 12
June 2026 or such later time and date (being not later than 8.00 a.m. (London
time) on 19 June 2026) as the Joint Bookrunners and the Company may agree.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally
(and not jointly nor jointly and severally) as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by either Joint
Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter
bids in the Bookbuild as principal.
3. The Bookbuild, if successful, will establish the Offer
Price payable to the Joint Bookrunners by all Placees whose bids are
successful. The Offer Price and the aggregate proceeds to be raised through
the Placing will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild and any discount to the market price of
the Ordinary Shares will be determined in accordance with the UK Listing
Rules. The Offer Price and the number of Capital Raise Shares will be
announced to a Regulatory Information Service following the completion of the
Bookbuild (the "Placing Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at either of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for either at
the Offer Price which is ultimately established by the Company and the Joint
Bookrunners or at prices up to a price limit specified in its bid. Bids may be
scaled down by on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuild 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 consent of the
relevant Joint Bookrunner, 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
Joint Bookrunner, to pay the relevant Joint Bookrunner (or as it may direct),
as agent of the Company, in cleared funds an amount equal to the product of
the Offer Price and the number of Placing Shares that such Placee has agreed
to subscribe for. Each Placee's obligations will be owed to the Company and
the relevant Joint Bookrunner. The Company shall, conditional on Admission,
allot such Placing Shares to each Placee following each Placee's payment to
the relevant Joint Bookrunner of such amount.
6. The Bookbuild is expected to close no later than 7.00 a.m.
(London time) on 10 June 2026, but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
7. Each prospective Placee's allocation will be agreed between
the Company and the Joint Bookrunners and will be confirmed to prospective
Placees orally or in writing by the relevant Joint Bookrunner, acting as agent
of the Company, following the close of the Bookbuild and an electronic
contract note or trade confirmation will be dispatched as soon as possible
thereafter. Subject to paragraph 5 above, the relevant Joint Bookrunner's
oral or written confirmation to such prospective Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of such Joint Bookrunner and the Company,
under which such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Offer Price for each such Placing Share on the
Terms and Conditions 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.
8. Subject to paragraphs 4 and 7 above, the Company will
agree with the Joint Bookrunners the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as it may determine. Notwithstanding paragraphs 4 and 7 above,
Placing Shares may be allocated (i) after the Bookbuild has closed to any
person submitting a bid after that time; and (ii) after the time of any
initial allocation to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Joint
Bookrunners, subject to the prior consent of the Company.
9. Except as required by law or regulation, no press release
or other announcement will be made by either Joint Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
11. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
12. By participating in the Bookbuild, 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 either
Joint Bookrunner.
13. To the fullest extent permissible by law, neither Joint
Bookrunner nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them shall have any
responsibility or liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in connection with the Placing, the
Placing Shares or otherwise. In particular, neither Joint Bookrunner nor any
of its Affiliates nor any of its or their respective Representatives nor any
person acting on behalf of any of them shall have any responsibility or
liability (including to the fullest extent permissible by law, any fiduciary
duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as each of the Joint
Bookrunners, its 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 obligations
of the Joint Bookrunners under the Placing Agreement are conditional on
certain conditions, including (but not limited to):
(a) the Terms of Placing having been executed by the Company and
the Joint Bookrunners;
(b) the publication by the Company of the Placing Results
Announcement to a Regulatory Information Service immediately following the
execution of the Terms of Placing;
(c) the Company not being in breach of any of its obligations
under the Placing Agreement which fall to be performed or satisfied prior to
Admission;
(d) each of the representations and warranties given by the
Company contained in the Placing Agreement being true, accurate and not
misleading: (i) as at and on the date of the Placing Agreement; (ii) as at the
time of the execution of the Terms of Placing; and (iii) as at and on
Admission, in each case, as though they had been given and made at such times
and on such dates by reference to the facts and circumstances then existing;
(e) the Company having allotted, subject only to Admission, (i)
the Placing Shares in accordance with the Placing Agreement; (ii) the
Subscription Shares in accordance with the Subscription; and (iii) the Retail
Offer Shares in accordance with the Retail Offer);
(f) (i) the Retail Offer Engagement Letter and each
Subscription Letter remaining in full force and effect, not having lapsed or
been terminated (or been the subject of a notice of termination) or amended
prior to Admission; (ii) no condition to which any such document is subject
having been waived or become incapable of satisfaction prior to Admission; and
(iii) no event having arisen prior to Admission which gives a party thereto a
right to terminate any such document; and
(g) Admission occurring by 8.00 a.m. (London time) on 12 June
2026 (or such later time and/or date as the Joint Bookrunners and the Company
may agree in writing, being not later than 8.00 a.m. (London time) on 19 June
2026),
(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Conditions").
If (i) any of the Conditions is not fulfilled or, where permitted, waived or
extended by the Joint Bookrunners by the relevant time or date specified (or
such later time and/or date the Joint Bookrunners and the Company may agree,
being not later than 8.00 a.m. (London time) on 19 June 2026); 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 Joint Bookrunners (acting jointly) may, at their discretion and upon such
terms and conditions as they think fit, waive satisfaction of certain of the
Conditions (save that Conditions (a), (b), (e)(i) and (g) cannot be waived) or
extend the time provided for their satisfaction. Any such waiver or extension
will not affect Placees' commitments as set out in this Announcement.
Neither Joint Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
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 it or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition nor for any
decision it 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 Joint
Bookrunners. Placees will have no rights against the Joint Bookrunners, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled in its absolute discretion, at any time
prior to Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing is or
has become untrue, inaccurate or misleading, or any matter has arisen which
would, if such document or announcement had been issued at that time,
constitute an inaccuracy or omission from such document or announcement which,
in the opinion of either Bank (acting in good faith) is material;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement;
(c) there has been a breach by the Company of any of the
warranties or representations given by the Company contained in the Placing
Agreement or any of such warranties or representations is not, or ceases to
be, true, accurate and not misleading;
(d) in the opinion of either Joint Bookrunner (acting in good
faith), there has been a material adverse change in relation to the Company or
the Group (taken as a whole);
(e) upon the occurrence of certain force majeure events; or
(f) if the Company's application for admission of the Capital
Raise Shares to trading on the London Stock Exchange's main market for listed
securities is withdrawn or refused by the London Stock Exchange or, in the
opinion of either Joint Bookrunner (acting in good faith), will not be
granted.
If circumstances arise that would allow either Joint Bookrunner to terminate
the Placing Agreement, it may nevertheless determine to allow Admission to
proceed. In addition, if both Joint Bookrunners do not give notice to
terminate the Placing Agreement in circumstances where they are able, the
Joint Bookrunner who does not give such notice may allow Admission to proceed
and will assume the obligations which remain to be performed under the Placing
Agreement by the Joint Bookrunner who has given notice to terminate.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise or non-exercise by each Joint Bookrunner
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners or for
agreement between the Company and the Joint Bookrunners (as the case may be)
and that neither the Company nor the Joint Bookrunners need make any reference
to, or consult with, Placees and that none of the Company nor either Joint
Bookrunner nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
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 any competent
authority or stock exchange in any jurisdiction (including the FCA and the
London Stock Exchange) in relation to the Placing or Admission.
This Announcement has not been reviewed or approved by any regulatory
authority in Hong Kong. This Announcement does not constitute an offer or
invitation to the public in Hong Kong to acquire the Placing Shares.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement, and any Exchange Information (as defined
below) published by or on behalf of the Company previously or simultaneously
with this Announcement, and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
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 Company and each Joint Bookrunner 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 the Exchange
Information), either Joint Bookrunner, any of their respective Affiliates, any
of its or their respective Representatives or any person acting on behalf of
any of them. None of the Company nor either Joint Bookrunner nor any of their
respective Affiliates nor any of its or their respective Representatives nor
any person acting on behalf of any of them 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.
Restriction on further issue of securities
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and the date which is 180 calendar days after the date
of Admission, it will not, without the prior written consent of the Joint
Bookrunners, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed between the
Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Joint Bookrunners 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: GB00BG5KQW09)
following Admission will take place within CREST, using the delivery versus
payment mechanism, subject to certain exceptions. The Company and the Joint
Bookrunners 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 within 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 Bookbuild, 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 Joint
Bookrunner stating the number of Placing Shares to be allocated to it at the
Offer Price, the aggregate amount owed by such Placee to the relevant Joint
Bookrunner and settlement instructions. It is expected that such electronic
contract note/trade confirmation will be despatched on or around 10 June 2026
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
Joint Bookrunner. 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 Joint Bookrunners may agree that the Placing Shares will
be issued in certificated form.
The Placing Shares will be credited to the CREST account of Berenberg in
respect of the Placees procured by it and the CREST account of UBS in respect
of the Placees procured by it, in each case, as agent for the Company by way
of a Registrars Adjustment and therefore the Company 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 12 June 2026 on a T+2 basis in
accordance with the instructions given to the Joint Bookrunners.
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 Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and shall be required
to bear any Transfer Taxes imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on each Joint Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each Joint Bookrunner lawfully takes
in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, 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 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 Transfer Taxes are 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 Joint Bookrunner nor the Company shall be responsible for the payment
of such amounts.
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 (for itself and for any person on behalf of which it is
acting) with each Joint Bookrunner (in its capacity as joint bookrunner and as
placing agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, acknowledgement, confirmations, undertakings,
representations, warranties, agreements and indemnities and other information
contained herein and undertakes not to redistribute or duplicate this
Announcement and that 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 Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. 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 POATR or the EU Prospectus Regulation and it has not
received and will not receive an offering document, prospectus, offering
memorandum or admission document in connection with the Bookbuild, the
Placing, the Company, Admission, the Placing Shares or otherwise;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to
listing in the equity shares (commercial companies) category of the Official
List of the FCA and to trading on the London Stock Exchange's main market for
listed securities and that the Company is therefore required to publish
certain business and financial information in accordance with the UK Market
Abuse Regulation and the rules and practices of the London Stock Exchange
and/or the FCA (collectively and together with the information referred to in
(i) above, 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, or such information or
comparable information concerning any other publicly traded company, in each
case, without undue difficulty; and (iii) it has had access to such financial
and other information concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own investment
decision to subscribe for any of the Placing Shares and has satisfied itself
that the information is still current and has relied on that investigation for
the purposes of its decision to participate in the Placing;
4. the content of this Announcement is exclusively the
responsibility of the Company and neither Joint Bookrunner nor any of its
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them has or shall have any responsibility or
liability for any information, representation or statement contained in, or
any misstatements in or omission from, 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;
5. unless otherwise specifically agreed with the Joint
Bookrunners, it and any person on behalf of which it is participating is 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;
6. 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 contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate 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 either Joint
Bookrunner, the Company, any of their respective Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
and neither Joint Bookrunner nor the Company nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, investigation, representation, warranty or statement;
7. 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 Joint Bookrunner
nor any of its Affiliates nor any of or its or their respective
Representatives nor any person acting on behalf of any of them has made any
representations to it, express or implied, with respect to the Company, the
Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or
adequacy of this Announcement and the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;
8. 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;
9. it has not relied on any information relating to the
Company contained in any research reports prepared by either Joint Bookrunner,
any of its Affiliates or any person acting on its or their behalf and
understands that: (i) neither Joint Bookrunner nor any of its Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them has or shall have any responsibility or liability for: (x)
public information or any representation; or (y) any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and (ii) neither
Joint Bookrunner nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them 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;
10. it may not rely on any investigation that either Joint
Bookrunner, any of its Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them may or may not
have conducted with respect to the Company and its Affiliates or the Placing
and neither Joint Bookrunner has 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 Joint Bookrunner, any of its Affiliates, any of or
its or their respective Representatives or any person acting on behalf of any
of them for the purposes of this Placing;
11. (i) 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); (ii) 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 (iii) 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;
12. no action has been or will be taken by the Company, either
Joint Bookrunner, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any other Restricted Territory;
13. (i) 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; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) 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; (iv) it has
not taken any action or omitted to take any action which will or may result in
either Joint Bookrunner, the Company, any of their respective Affiliates, any
of its or their respective Representatives or any person acting on behalf of
any of them acting in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any jurisdiction in
connection with the Placing; and (v) the subscription for 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;
14. 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;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, 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, the Financial Crime Guide
(FCG3 Money Laundering and Terrorist Financing) 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 (together 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 relevant
Joint Bookrunner has not received such satisfactory evidence, such Joint
Bookrunner may, in its absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to such Joint
Bookrunner will be returned without interest to the account of the drawee bank
or CREST account from which they were originally debited;
16. 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, confirmations,
undertakings, representations and agreements and give the indemnities herein
on behalf of each such person; and (ii) it is and will remain liable to the
relevant Joint Bookrunner 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);
17. it is a Relevant Person and it will (as principal or agent)
subscribe for, hold, manage and (if applicable) dispose of any Placing Shares
that are allocated to it for the purposes of its business only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
19. if it is in the United Kingdom, it is a UK Qualified
Investor;
20. if it is in a member state of the EEA, it is a Qualified
Investor;
21. if it is in Canada, it is (i) an Accredited Investor who 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 redistribution; and (ii) a Permitted Client;
22. it understands that (i) the Placing Shares have not been
qualified for distribution by way of a prospectus in Canada and that no
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon this Announcement or on the merits of Placing Shares
and any representation to the contrary is an offence; (ii) the Company is not
a "reporting issuer" as such term is defined under applicable Canadian
securities legislation, in any province or territory of Canada; and (iii) the
Placing Shares have not been and will not be listed on a Canadian securities
exchange and neither the Joint Bookrunners nor the Company intends to take any
action to facilitate a market in the Placing Shares in Canada and any resale
of the Placing Shares by the Placee if it is in Canada must be made in
accordance with applicable Canadian securities laws;
23. if it is in Canada, it confirms its express wish that all
documents evidencing or relating in any way to the sale of the securities to
which the materials relate (including for greater certainty any purchase
confirmation or any notice) be drafted in the English language. Chaque
acheteur confirme sa volonté expresse que tous les documents attestant de la
vente des billets ou s'y rapportant ainsi que tous les autres contrats et
documents s'y rattachant soient rédigés en langue anglaise;
24. if it is in Hong Kong, it is (i) a HK Professional Investor,
and (ii) not taking up the Placing Shares on behalf of any other person(s) who
is not a HK Professional Investor, nor with a view to distribute such Placing
Shares to other person(s);
25. if it is in Singapore, it is either (i) an institutional
investor under Section 274 of the SFA, as modified or amended from time to
time, including by any subsidiary legislation as may be applicable at the
relevant time; or (ii) a relevant person pursuant to Section 275(1) of the
SFA, or a person pursuant to Section 275(1A), and in accordance with the
conditions specified in Sections 275 and 276 of the SFA;
26. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
27. the Placing Shares are being offered and sold on behalf of
the Company: (i) outside the United States in "offshore transactions" as
defined in and pursuant to Regulation S; and (ii) in the United States only to
persons reasonably believed to be QIBs (as defined in Rule 144A of the
Securities Act) pursuant to an exemption from the registration requirements of
the Securities Act;
28. it and the prospective beneficial owner 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; or
(ii) (a) a QIB that has executed and delivered, or will execute and deliver, a
US Investor Representation Letter; and (b) subscribing for the Placing Shares
pursuant to an exemption from the registration requirements of the Securities
Act;
29. 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
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;
30. where it is subscribing for the Placing Shares for one or
more managed accounts, 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 acknowledgments, confirmations, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such account;
31. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
32. if it is a financial intermediary, as that term is used in
Regulation 7(4) of the POATR or Article 5(1) of the EU Prospectus Regulation
(as applicable) (i) 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 the
United Kingdom other than UK Qualified Investors, or persons in any member
state of the EEA or to which the EU Prospectus Regulation otherwise applies
other than EU Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or resale; or
(ii) where Placing Shares have been subscribed for by it on behalf of persons
in the United Kingdom other than UK Qualified Investors, or in any member
state of the EEA other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the POATR or the EU Prospectus Regulation
(as applicable) as having been made to such persons;
33. any offer of Placing Shares may only be directed at persons
in the United Kingdom who are UK Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom except to UK Qualified Investors 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 Regulation 7 of the
POATR;
34. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are Qualified Investors and 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 EU
Prospectus Regulation;
35. 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 Joint
Bookrunner or any other person in its capacity as an authorised person under
section 21 of the 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;
36. 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;
37. if it has received any "inside information" as defined in
the UK Market Abuse Regulation 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 Market
Abuse Regulation, prior to the information being made publicly available;
38. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and
will make payment for the Placing Shares allocated to it in accordance with
these Terms and Conditions 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 either Joint Bookrunner (or
its assignee) may in its 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 Transfer Taxes 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;
39. 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 Joint Bookrunners 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;
40. neither Joint Bookrunner nor any of its Affiliates nor any
of its or their respective Representatives nor any person acting on behalf of
any of them, 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 either Joint Bookrunner and neither Joint
Bookrunner has any duties or responsibilities to it for providing the
protections afforded to its 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 any of either Joint Bookrunner's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
41. 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 Joint Bookrunner nor the Company nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them will be responsible for any liability to
Transfer Taxes resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to indemnify the
Company, each Joint Bookrunner, their respective Affiliates, its and their
respective Representatives and any person acting on behalf of any of them in
respect of the same on an after-tax basis;
42. the Placing Shares will be allotted to the CREST stock
account of the relevant Joint Bookrunner 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;
43. 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 submits (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
either Joint Bookrunner 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;
44. each of the Company, the Joint Bookrunners, their respective
Affiliates, its and their respective Representatives and others will rely upon
the truth and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are given to each
Joint Bookrunner on its own behalf and on behalf of the Company and are
irrevocable;
45. it will indemnify on an after-tax-basis and hold the
Company, each Joint Bookrunner, their respective Affiliates, its and their
respective Representatives and any person acting on behalf of any of them
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 acknowledgements, confirmations,
undertakings, representations, warranties and agreements in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
46. it irrevocably appoints any director or authorised signatory
of either Joint Bookrunner 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;
47. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the electronic contract note/trade
confirmation will continue notwithstanding any amendment that may in future be
made to these Terms and Conditions 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 Joint Bookrunners' conduct of the Placing;
48. 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 the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Ordinary Shares and in
the sector in which the Company operates 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 solely on its own investigation, 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 either Joint Bookrunner; (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 to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to either Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
49. neither the Company nor either Joint Bookrunner nor any of
their respective Affiliates nor any of its or their respective Representatives
nor any person acting on behalf of any of them owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions;
50. in connection with the Placing, either Joint Bookrunner, any
of its Affiliates, any of its or their respective Representatives and any
person acting behalf of any of them, acting as an investor for its own
account, may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account 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 either Joint Bookrunner, any of its
Affiliates, any of its or their respective Representatives or any person
acting behalf of any of them, in each case, acting in such capacity. In
addition, either Joint Bookrunner or any of its Affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which such Joint Bookrunner or any of its
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither Joint Bookrunner nor any
of its Affiliates nor any of its or their respective Representatives nor any
person acting behalf of any of them intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so; and
51. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Joint Bookrunners. Each Joint Bookrunner 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, among other things, to take account of
the Company's objectives, UK MiFIR and MiFID II requirements and/or its
allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Joint Bookrunner (for their own benefit and, where relevant, the benefit
of their respective Affiliates and its and their respective Representatives
and any person acting on behalf of any of them) and are irrevocable.
Miscellaneous
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. Neither the Company nor either Joint
Bookrunner nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them 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 Company nor
either Joint Bookrunner nor any of their respective Affiliates nor any of its
or their respective Representatives nor any person acting on behalf of any of
them is liable to bear any Transfer Taxes that arise: (i) if there are any
such arrangements (or if any such arrangements arise subsequent to the
subscription by Placees of Placing Shares); (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, and agrees to indemnify
on an after-tax basis and hold each Joint Bookrunner and/or the Company (as
the case may be) and their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them 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.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, either Joint Bookrunner, their respective Affiliates or its or
their respective Representatives pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each Joint Bookrunner and/or any of its 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 each Joint
Bookrunner is receiving a fee in connection with its 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
Joint Bookrunner any money held in an account with such Joint Bookrunner 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 Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of that Joint Bookrunner.
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 shares.
All times and dates in this Announcement may be subject to amendment by the
Company and the Joint Bookrunners (in their absolute discretion). The Joint
Bookrunners 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 each Joint Bookrunner and the Company under the
terms and conditions set out in this Appendix 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 either
Joint Bookrunner.
Each Placee may be asked to disclose, in writing or orally to each Joint
Bookrunner: (a) if they are an individual, their nationality; or (b) if they
are a discretionary fund manager, the jurisdiction in which the funds are
managed or owned.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Accredited Investor" has the meaning given to it in Appendix 1 to this Announcement;
"Admission" means admission of the Capital Raise Shares to listing in the equity shares
(commercial companies) category of the Official List and to trading on the
London Stock Exchange's main market for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch;
"Bookbuild" means the bookbuilding process to be commenced by the Joint Bookrunners to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the Terms and Conditions and the Placing
Agreement;
"Capital Raise" means the Placing, the Subscription and the Retail Offer;
"Capital Raise Shares" means the Placing Shares, the Subscription Shares and the Retail Offer Shares;
"COBS" means the FCA Handbook Conduct of Business Sourcebook;
"Company" means Ceres Power Holdings plc;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"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;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"Exchange Information" has the meaning given to it in Appendix 1 to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings;
"HK Professional Investor" means "professional investors" as such term is defined in the Securities and
Futures Ordinance of Hong Kong (Cap. 571, Laws of Hong Kong) and the
subsidiary legislation made thereunder;
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;
"Joint Bookrunners" means Berenberg and UBS, and "Joint Bookrunner" means either of them;
"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;
"NI 45-106" means National Instrument 45-106 Prospectus Exemptions;
"Offer Price" means the price per Ordinary Share at which the Capital Raise Shares are to be
subscribed for;
"Official List" means the official list maintained by the FCA for the purposes of Part VI of
the FSMA;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended;
"Ordinary Share" means an ordinary share of 10 pence each in the capital of the Company;
"Permitted Client" has the meaning given to it in Appendix 1 to this Announcement;
"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 in
accordance with the Terms and Conditions;
"Placing" means the placing to take place by way of the Bookbuild for which the Joint
Bookrunners have been appointed as joint global coordinators and joint
bookrunners (on a several basis);
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing to a Regulatory Information Service immediately
following the execution of the Terms of Placing;
"Placing Shares" means the new Ordinary Shares to be subscribed for by the Placees under the
Placing;
"POATR" means the Public Offers and Admissions to Trading Regulations 2024;
"PRA" means the UK Prudential Regulation Authority;
"Product Governance Requirements" means the MiFID II Product Governance Requirements and the UK Product
Governance Requirements;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Regulation S" means Regulation S under the Securities Act;
"Regulations" has the meaning given to it in Appendix 1 to this Announcement;
"Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA's list
of Registered Information Services;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Hong Kong, Japan, the Republic of
South Africa, Singapore or any other jurisdiction in which the publication,
release, forwarding or distribution of this Announcement and/or an offer to
issue or sell, or the solicitation of any offer to acquire, purchase or
subscribe for, the Placing Shares is unlawful;
"Retail Offer" means the offer of the Retail Offer Shares to be made to retail investors by
the Company through intermediaries using the RetailBook platform and on the
basis of the terms and conditions to be set out in the Retail Offer
Announcement;
"Retail Offer Announcement" means the announcement to be dated the date of this Announcement giving
details, among other things, of the Retail Offer;
"Retail Offer Engagement Letter" means the engagement letter entered into by the Company and Retail Book
Limited relating to the Retail Offer;
"Retail Offer Shares" means the new Ordinary Shares to be made available under the Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"SFA" means the Securities and Futures Act, 2001 of Singapore;
"Subscription" means the subscription for new Ordinary Shares at the Offer Price directly
from the Company;
"Subscription Letters" means the subscription letters entered into by certain directors of the
Company today relating to the Subscription;
"Subscription Shares" means the new Ordinary Shares to be subscribed for pursuant to the
Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Target Market Assessment" means the assessment that the Placing Shares are: (a) 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
or the COBS (as applicable); and (b) eligible for distribution through all
distribution channels as are permitted by MiFID II or the FCA Handbook Product
Intervention and Product Governance Sourcebook (as applicable);
"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
"Terms of Placing" has the meaning given to it in Appendix 1 to this Announcement;
"Transfer Taxes" means 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, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
"UBS" means UBS AG London Branch;
"UK Listing Rules" means the rules and regulations made by the FCA under the FSMA;
"UK Market Abuse Regulation" means assimilated Regulation (EU) No 596/2014, including the delegated acts,
implementing acts, technical standards and guidelines thereunder, as it forms
part of the law of the United Kingdom by virtue of the EUWA;
"UK MiFIR" means assimilated Regulation (EU) No 600/2014 as it forms part of the law of
the United Kingdom by virtue of the EUWA;
"UK Product Governance Requirements" means the product governance requirements contained within the FCA Handbook
Product Intervention and Product Governance Sourcebook;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of paragraph 15 of
Schedule 1 of the POATR who are: (i) persons who fall within the definition of
"investment professionals" in Article 19(5) of the Order; or (ii) persons who
fall within Article 49(2)(a) to (d) of the Order;
"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; and
"US Investor Representation Letter" means the letter in the form provided by the Joint Bookrunners 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 United Kingdom from time to time.
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