REG - Chesnara PLC - Proposed Acquisition and Placing <Origin Href="QuoteRef">CSN.L</Origin> - Part 2

ChesnaraAnnouncement

03/12/2014 07:11

- Part 2: For the preceding part double click  ID:nRSC6747Ya 

the Placing 
 
IMPORTANT INFORMATION FOR PLACEES ONLY 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE
DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD
GENUITY") AND/OR PANMURE GORDON (UK) LIMITED ("PANMURE GORDON" AND, TOGETHER
WITH CANACCORD GENUITY, THE "PLACING AGENTS") WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTIVE
DIRECTIVE") AND WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. 
 
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW.  PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 
 
THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES")
ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN
TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTUS
DIRECTIVE, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE
CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. 
 
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being made in the
United States. The Placing (as defined below) is being made outside the United
States in offshore transactions (as defined in Regulation S under the
Securities Act ("Regulation S")) meeting the requirements of Regulation S
under the Securities Act. Persons receiving this document (including
custodians, nominees and trustees) must not forward, distribute, mail or
otherwise transmit it in or into the United States or use the United States
mails, directly or indirectly, in connection with the Placing. 
 
This document does not constitute an offer to sell or issue or a solicitation
of an offer to buy or subscribe for Placing Shares in any jurisdiction
including, without limitation, the United States, Canada, Australia, Japan,
the Republic of South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This
document and the information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited Jurisdiction
unless permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction. No action has been taken by the Company,
Canaccord Genuity, Panmure Gordon or any of their respective Affiliates (as
defined below) that would permit an offer of the Placing Shares or possession
or distribution of this document or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this document are required to inform themselves
about and to observe any such restrictions. 
 
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this document
should seek appropriate advice before taking any action. 
 
Any indication in this document of the price at which the ordinary shares of
the Company have been bought or sold in the past cannot be relied upon as a
guide to future performance.  Persons needing advice should consult an
independent financial adviser.  No statement in this document is intended to
be a profit forecast and no statement in this document should be interpreted
to mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Canaccord Genuity, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
for Chesnara plc and for no one else in connection with the Placing and will
not be responsible to anyone other than Chesnara plc for providing the
protections afforded to clients of Canaccord Genuity or for affording advice
in relation to the Placing, or any other matters referred to herein. 
 
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting for Chesnara plc and for no one else in
connection with the Placing and will not be responsible to anyone other than
Chesnara plc for providing the protections afforded to clients of Panmure
Gordon or for affording advice in relation to the Placing, or any other
matters referred to herein. 
 
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral offer to take up
Placing Shares is deemed to have read and understood this document in its
entirety (including its Appendices) and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained herein. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. 
 
Details of the Placing Agreement and the Placing Shares 
 
The Company has entered into a placing agreement (the "Placing Agreement")
with Canaccord Genuity and Panmure Gordon as placing agents (the "Placing
Agents" and each a "Placing Agent"), under which Canaccord Genuity and Panmure
Gordon have, subject to the terms set out therein, agreed to use reasonable
endeavours, as agents of the Company, to procure Placees for the Placing
Shares (the "Placing"). 
 
In accordance with the terms of the Placing Agreement and a subscription and
transfer agreement between the Company, Charlotte George Limited and the
Placing Agents (the "Subscription and Transfer Agreement") and, subject to
execution of terms of sale setting out the total number of Placing Shares and
the final Placing Price following completion of the Bookbuilding Process (as
defined below), if Placees procured by the Placing Agents fail to take up
their allocation of Placing Shares at the Placing Price, the Placing Agents
agree severally, and not jointly and severally, to subscribe for or acquire
such Placing Shares themselves at the Placing Price on and subject to the
terms set out in the Placing Agreement. 
 
The Placing is conditional upon, inter alia, Admission becoming effective and
on the Placing Agreement becoming unconditional and not being terminated in
accordance with its terms.  The Placing is also conditional upon the
conditional agreement pursuant to which the Acquisition is to be effected (the
"Acquisition Agreement") having been duly executed and not having lapsed or
been terminated or rescinded and no condition thereto having become incapable
of satisfaction, in each case prior to Admission, but the Placing is not
otherwise conditional on Completion. 
 
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with each other. 
 
The Placing Shares will be issued free of any encumbrance, lien or other
security interest. 
 
Application for listing and admission to trading 
 
Application will be made to the FCA for admission of the Placing Shares to the
premium  segment of the Official List maintained by the FCA in accordance with
section 74(1) of the Financial Services and Markets Act 2000 ("FSMA") for the
purposes of part 4A of FSMA and to the London Stock Exchange plc (the "London
Stock Exchange") for admission to trading of the Placing Shares on the London
Stock Exchange's main market for listed securities ("Admission"). It is
expected that Admission will become effective and that dealings will commence
on 5December2014. 
 
Bookbuild 
 
Commencing today, the Placing Agents will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") to determine demand for
participation in the Placing by Placees.  This document gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. 
 
Participation in, and principal terms of, the Bookbuilding Process 
 
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by either of the Placing Agents. 
Each of the Placing Agents and their respective Affiliates is entitled to
participate as a Placee in the Bookbuilding Process. 
 
The Bookbuilding Process will establish a single price (the "Placing Price")
payable to the Placing Agents by all Placees.  Any discount to the market
price of the Placing Shares of the Company will be determined in accordance
with the Listing Rules as published by the UKLA pursuant to Part IV of FSMA. 
 
The Bookbuilding Process is expected to close not later than 4.30 p.m. London
time on 3 December 2014, but may be closed earlier at the sole discretion of
the Placing Agents.  A further announcement will be made following the close
of the Bookbuilding Process detailing the Placing Price at which the Placing
Shares are being placed (the "Pricing Announcement").  The Placing Agents may,
in their sole discretion, accept bids that are received after the Bookbuilding
Process has closed. 
 
A bid in the Bookbuilding Process will be made on the terms and conditions in
this document and will not be capable of variation or revocation after the
close of the Bookbuilding Process. 
 
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to the usual sales contact at Canaccord
Genuity or Panmure Gordon.  If successful, the relevant Placing Agent will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter.  The relevant
Placing Agent's oral confirmation of the size of allocations and each Placee's
oral commitments to accept the same will constitute an irrevocable legally
binding agreement in favour of the Company and the relevant Placing Agent
pursuant to which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Placing Price set out in the
Pricing Announcement and otherwise on the terms and subject to the conditions
set out herein. 
 
The Placing Agents reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an oversubscription
under the Placing.  The Placing Agents also reserve the right not to accept
offers to subscribe for Placing Shares or to accept such offers in part rather
than in whole.  The acceptance of offers shall be at the absolute discretion
of each of the Placing Agents.  The Placing Agents shall be entitled to effect
the Placing by such alternative method to the Bookbuilding Process as they
shall in their absolute discretion determine.  To the fullest extent
permissible by law, neither Canaccord Genuity, nor Panmure Gordon, nor any
holding company thereof, nor any subsidiary thereof, nor any subsidiary of any
such holding company, nor any branch, affiliate or associated undertaking of
any such company nor any of their respective directors, officers and employees
(each an "Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise).  In particular, neither the Placing Agents, nor any of
their respective Affiliates nor any person acting on their behalf shall have
any liability (including, to the extent legally permissible, any fiduciary
duties), in respect of its conduct of the Bookbuilding Process or of such
alternative method of effecting the Placing as it may determine.  No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares. 
 
Each Placee's obligations will be owed to the Company and to the Placing
Agents.  The allotment and issue of Placing Shares to Placees by the Company
will be in consideration for the transfer to the Company of certain shares in
a Jersey-incorporated subsidiary of the Company ("Newco") by the Placing
Agents.  Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding obligation, owed to
the Company and the relevant Placing Agent as agent of the Company, to pay to
the relevant Placing Agent (or as such Placing Agent may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire.  The Placing Agents will
procure the allotment of the Placing Shares to each Placee by effecting the
necessary transfer to the Company of shares in Newco following each Placee's
payment to the relevant Placing Agent of such amount. 
 
All obligations of the Placing Agents under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing". 
 
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 each of the Placing Agents under the Placing Agreement are
conditional, inter alia, on: 
 
1.   Terms of sale setting out, inter alia, the Placing Price and the number
of Placing Shares (the "Terms of Sale") having been executed by the Company
and the Placing Agents; 
 
2.   Admission becoming effective in accordance with paragraph 2.1 of the
Admission and Disclosure Standards produced by the London Stock Exchange by no
later than 8.00 a.m. on the date specified as the "Closing Date" in the Terms
of Sale (the "Closing Date"); 
 
3.   the Company complying with its obligations under the Placing Agreement to
the extent that the same fall to be performed prior to Admission save to the
extent that non-compliance is not in the good faith opinion of the Placing
Agents, material in the context of the Placing, and there having occurred no
breach of the warranties contained within the Placing Agreement which is
material in the context of the Placing; 
 
4.   the Acquisition Agreement having been duly executed and not having lapsed
or been terminated or rescinded and no condition thereto having become
incapable of satisfaction, in each case prior to Admission; 
 
5.   the Placing Agreement becoming unconditional in all other respects and
not having been terminated in accordance with its terms; and 
 
6.   the Company allotting the Placing Shares subject only to Admission in
accordance with the terms of the Placing Agreement. 
 
If (a) the conditions are not fulfilled (or to the extent permitted under the
Placing Agreement waived by the Placing Agents), or (b) the Placing Agreement
is terminated in the circumstances specified below, the Placing will lapse and
each Placee's rights and obligations hereunder shall cease and determine at
such time and no claim may be made by a Placee in respect thereof. Neither of
the Placing Agents, nor the Company, nor any of their respective Affiliates
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in respect of the
Placing generally. 
 
By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate under the Placing Agreement" below, and will not be
capable of rescission or termination by the Placee. 
 
Right to terminate under the Placing Agreement 
 
Either of the Placing Agents may, in its absolute discretion, at any time
before Admission, terminate the Placing Agreement by giving notice to the
Company if, inter alia: 
 
1.   there has been a breach of any warranty or undertaking in the Placing
Agreement which is material in the context of the Placing, Admission or the
obligations of the Placing Agents pursuant to the Placing Agreement or an
event occurs or is likely to occur which, if the warranties and undertakings
in the Placing Agreement were repeated immediately after that event, would
give rise to a breach of them which is material in the context of the Placing,
Admission or the issue of the Placing Shares; 
 
2.   there has been a change in or a development involving a prospective
change in or affecting the condition (financial or otherwise), prospects,
earnings, results of operations or business affairs of the Company or any
group company which makes it inadvisable or impractical to proceed with the
Placing or the delivery of the Placing Shares; 
 
3.   there has been: (i) any change or development involving a prospective
change in the financial, political (including an outbreak or escalation of
hostilities or act of terrorism), regulatory, economic or market conditions or
currency exchange rates or exchange controls in the United Kingdom or
elsewhere; (ii) any change or development involving a prospective change in
taxation adversely affecting the Company or the issue or transfer of shares of
the Newco or the Company (including the Placing Shares); or (iii) any other
calamity or crisis, and in each case, which would be likely to prejudice
dealings in the ordinary shares of the Company (including the Placing
Shares); 
 
4.   trading in any securities of the Company has been suspended or materially
limited by the London Stock Exchange, or if trading generally on the London
Stock Exchange has been suspended or materially limited, or minimum or maximum
prices for trading in securities have been fixed, or maximum ranges for prices
have been required, by the London Stock Exchange or by such system or by order
of any governmental or regulatory authority; 
 
5.   a general moratorium on commercial banking activities has been decl