REG - Coats Group PLC - Proposed Capital Raise
10/08/2022 16:45
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RNS Number : 6143V Coats Group PLC 10 August 2022
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THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")) (EXCEPT TO QIBs, AS DEFINED BELOW), AUSTRALIA, CANADA (EXCEPT TO
THOSE WHO ARE ACCREDITED INVESTORS AND PERMITTED CLIENTS, AS DEFINED BELOW),
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU)_No.596/2014, INCLUDING AS IT FORMS PART OF DOMESTIC LAW
IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
10 August 2022
Coats Group plc
Proposed Capital Raise
Coats Group plc ("Coats" or the "Company"), the world's leading industrial
thread manufacturer, announces its intention to undertake an equity placing
(the "Placing") and separate retail offer (the "REX Retail Offer") to raise,
in aggregate, gross proceeds of c. £100m (together, the "Capital Raise").
The proceeds of the Capital Raise will be used to fund the acquisition and
associated costs of Rhenoflex GmbH ("Rhenoflex"), one of the leading global
manufacturers of sustainable structural material solutions for the footwear
industry (the "Acquisition"). Details of the Acquisition are contained in a
separate announcement released by the Company today (the "Acquisition
Announcement"), which should be read in conjunction with this announcement
(the "Placing Announcement").
The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated bookbuild, which will be launched
immediately following this announcement.
Background to and reasons for the Placing
In July 2022, Coats acquired Texon International Group Limited ("Texon"), a
global leader in premium structural components and materials for the footwear,
accessories and apparel industry. As described in the Acquisition
Announcement, Rhenoflex will be a highly complementary addition to Texon
providing Coats with a compelling strategic opportunity to establish a global
leader in the fragmented footwear and fashion accessories market, with
significant combined growth opportunities through enhanced scale and
capability.
The net proceeds of the Placing will be used to fund the total cash
consideration of c.€115m (c.$117m) in connection with the Acquisition.
Following completion of the Acquisition and the Placing, the Company's
proforma leverage will remain within the target range of 1.0-2.0x net debt /
EBITDA, maintaining a robust balance sheet for strategic flexibility.
Details of the Placing
The Placing is subject to the terms and conditions set out in the Appendix to
this Placing Announcement. Citi and Peel Hunt will be acting as joint
bookrunners in connection with the Placing. A placing agreement has been
entered into today between the Company and Citi and Peel Hunt in connection
with the Placing (the "Placing Agreement"). The Placing will be effected
pursuant to the Company's existing shareholder authorities.
Citi and Peel Hunt (the "Joint Bookrunners") will conduct a bookbuilding
process in respect of the Placing (the "Bookbuilding Process"). The number of
new ordinary shares of 5 pence each to be issued pursuant to the Placing (the
"Placing Shares") and the placing price per Placing Share at which the Placing
Shares are to be placed (the "Placing Price") will be determined at the close
of the Bookbuilding Process. The book will open with immediate effect
following to this Placing Announcement and may close at any time thereafter.
The timing of the closing of the book, pricing and allocations are at the
discretion of the Joint Bookrunners and the Company. Details of the Placing
Price and the number of Placing Shares will be announced by the Company via a
Regulatory Information Service as soon as practicable after the close of the
Bookbuilding Process.
The Company's Directors have each agreed to participate in the Placing. In
aggregate, the Directors will subscribe for Placing Shares worth in excess of
£325,000.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing ordinary shares of the Company, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
The Company has separately engaged Peel Hunt to undertake an intermediaries
offer of new Ordinary Shares at the Placing Price, alongside the Placing, to
existing retail investors of the Company (the "REX Retail Offer Shares")
through its 'REX' platform (the "REX Retail Offer"). For the avoidance of
doubt, the REX Retail Offer Shares are not part of the Placing and are not
Placing Shares.
Lazard is acting as financial adviser to the Company in relation to the
Acquisition and Capital Raise.
The Capital Raise is not conditional upon the approval of the Company's
shareholders nor is it conditional on the Acquisition completing. The Company
acknowledges that it is seeking to issue Placing Shares and REX Retail Offer
Shares representing approximately 10 per cent of its existing issued ordinary
share capital on a non pre-emptive basis and has therefore consulted, where
possible, with the Company's major institutional shareholders in advance of
this Placing Announcement. Given the Capital Raise is to fund the Acquisition
and associated costs, this structure has been chosen to minimise execution and
market risk, cost, time to completion and use of management time. The
consultation process undertaken with the Company's major shareholders has
confirmed the Board's view that the Capital Raise and the Acquisition are in
the best interests of shareholders, as well as wider stakeholders in Coats.
Admission and Settlement
Applications have been made (i) to the Financial Conduct Authority (the "FCA")
for the admission of the Placing Shares to trading on the premium segment of
the Official List of the FCA and (ii) to trading on the London Stock Exchange
plc's (the "London Stock Exchange") for the admission of the Placing Shares to
trading on its main market for listed securities (together, the "Admission").
Admission is expected to take place on or before 8.00 a.m. on 15 August 2022
and settlement of the Placing Shares is expected to take place on the same
date.
The Placing is conditional, among other things, upon Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms. The Appendix sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing. By choosing
to participate in the Placing and by making an oral or written offer to
acquire Placing Shares, investors will be deemed to have read and understood
this Placing Announcement in its entirety (including the Appendix) and to be
making a legally binding offer on the terms and subject to the terms and
conditions in it, and to be providing the representations, warranties and
acknowledgements contained in the Appendix. The REX Retail Offer is not made
subject to the terms and conditions set out in the Appendix to this Placing
Announcement.
This Placing Announcement contains inside information for the purposes of the
Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR"), and is
disclosed in accordance with Coats' obligations under Article 17 of MAR.
Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information
relating to Coats and its securities, as permitted by MAR. That inside
information is set out in this Placing Announcement. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to Coats and its securities. This
Placing Announcement is issued on behalf of the Company by Jackie Callaway,
Chief Financial Officer at 4.36pm BST on 10 August 2022.
This Placing Announcement should be read in its entirety, including the
Appendix. In particular, investors should read and understand the information
provided in the "Important Notices" section of this Placing Announcement.
For further information please contact:
Coats Group plc +44 (0) 20 8210 5090
Nick Kidd
Citi (Joint Broker and Bookrunner) +44 (0) 20 7986 2175
Peter Brown / Laura White
Patrick Evans / Naveen Mittel / Nicholas Gill (ECM Syndicate)
Peel Hunt (Joint Broker and Bookrunner) +44 (0) 20 7418 8900
Dan Webster / Harry Nicholas / Andrew Clark (Investment Banking)
Jock Maxwell Macdonald / Sohail Akbar (ECM Syndicate)
Lazard (Financial Adviser) +44 (0) 20 7187 2000
Richard Shaw / James Cliffe (Investment Banking)
Simon Chambers / Alice Walker (ECM)
FTI Consulting (Financial PR) +44 (0) 20 3727 1374
Richard Mountain / Nick Hasell
IMPORTANT NOTICES
THIS PLACING 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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")) (EXCEPT TO QIBs), AUSTRALIA, CANADA (EXCEPT TO THOSE WHO ARE
ACCREDITED INVESTORS AND PERMITTED CLIENTS), THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS PLACING ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS PLACING ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
Coats Group plc is a company registered in England and Wales with company
number 00103548 and registered office at 4 Longwalk Road, Stockley Park,
Uxbridge, England, UB11 1FE.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States. Accordingly, the
Placing Shares are being offered and sold by the Company only (i) outside the
United States in "offshore transactions" (as such terms are defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S under the Securities Act and otherwise in accordance with applicable laws;
and (ii) in the United States to a limited number of "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) ("QIBs"). The
securities referred to herein have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other United States
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to herein. No
public offering of the Placing Shares is being made in the United States.
No action has been taken by the Company or Citigroup Global Markets Limited
("Citi") or Peel Hunt LLP ("Peel Hunt") or any of their respective affiliates,
or any of its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") that would, or is
intended to, permit an offer of the Placing Shares or possession or
distribution of this Placing Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. The distribution of this Placing Announcement, and the
Placing and/or the offer or sale of the Placing Shares, may be restricted by
law in certain jurisdictions. Persons receiving this Placing Announcement 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 Placing
Announcement should seek appropriate advice before taking any action. Persons
distributing any part of this Placing Announcement must satisfy themselves
that it is lawful to do so.
Members of the public are not eligible to take part in the Placing. This
Placing Announcement is directed at and is only being distributed to persons:
(a) if in member states of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") ("Qualified Investors"); or (b) if in the
United Kingdom, "qualified investors" within the meaning of Article 2(e) of
the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are (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; or (iii) persons to whom
it may otherwise lawfully be communicated (each such person in (i), (ii) and
(iii) above, a "Relevant Person"). No other person should act or rely on this
Placing Announcement and persons distributing this Placing Announcement must
satisfy themselves that it is lawful to do so. By accepting the terms of this
Placing Announcement, you represent and agree that you are a Relevant Person,
if in the United Kingdom, or a Qualified Investor, if in a member state of the
EEA. This Placing Announcement must not be acted on or relied on by persons
who are not Relevant Persons, if in the United Kingdom, or Qualified
Investors, if in a member state of the EEA. Any investment or investment
activity to which this Placing Announcement or the Placing relates is
available only to Relevant Persons, if in the United Kingdom, and Qualified
Investors, if in a member state of the EEA, and will be engaged in only with
Relevant Persons, if in the United Kingdom, and Qualified Investors, if in a
member state of the EEA.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Placing
Announcement or the Placing and no such offering document or prospectus is
required (in accordance with the EU Prospectus Regulation or UK Prospectus
Regulation) to be published.
This Placing Announcement is not, and under no circumstances is it to be
construed as, an advertisement or a public offering of the Placing Shares in
Canada. No securities commission or similar regulatory authority in Canada has
reviewed or in any way expressed an opinion about the Placing Shares and any
representation to the contrary is an offence.
The distribution of Placing Shares in Canada is to be made only in the
provinces of Alberta, British Columbia, Ontario and Québec and on a private
placement basis only exempt from the requirement that the Company prepare and
file a prospectus with the relevant Canadian securities regulatory authorities
and only to those who are both "accredited investors" within the meaning of
National Instrument 45-106 - Prospectus Exemptions (or section 73.3(1) of the
Securities Act (Ontario), as applicable (each, an "Accredited Investor") and
"permitted clients" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations
(each, a "Permitted Client"). In connection with any such sale made to
investors in the Placing that are located in the foregoing provinces, the
placee will be required to provide a signed investor qualification statement,
confirming its eligibility to participate in the Placing.
The Company is not a "reporting issuer", as such term is defined under
applicable Canadian securities legislation, in any province or territory of
Canada, its securities are not listed on any stock exchange in Canada and
there is currently no public market for the Placing Shares in Canada. The
Company currently does not intend to file a prospectus or similar document
with any securities regulatory authority in Canada qualifying the resale of
the Placing Shares to the public in any province or territory of Canada or
listing its securities on any stock exchange in Canada. Therefore, there will
be no public market in Canada for the Placing Shares and the resale or
transfer of the Placing Shares will be subject to restrictions. Accordingly,
any resale of the Placing Shares of the Company must be made in accordance
with applicable securities laws, and which may require resales to be made in
accordance with exemptions from registration and prospectus requirements.
No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, the Republic
of South Africa or Japan. 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, the
Republic of South Africa, or Japan or any other jurisdiction in which such
activities would be unlawful.
Certain statements in this Placing Announcement are forward-looking statements
with respect to the Company's expectations, intentions and projections
regarding its future performance, strategic initiatives, anticipated events or
trends and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial results
are forward‐looking statements. Any statements contained in this Placing
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Placing Announcement. Each of the Company and Citi and Peel Hunt and their
respective affiliates and Representatives expressly disclaims 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.
In particular, no statement in this Placing Announcement is intended to be a
profit forecast or profit estimate and no statement of a financial metric
(including estimates of EBITDA, profit before tax, free cash flow or net debt)
should be interpreted to mean that any financial metric for the current or
future financial years would necessarily match or exceed the historical
published position of the Company and its subsidiaries. Certain statements in
this Placing Announcement may contain estimates. The estimates set out in this
Placing Announcement have been prepared based on numerous assumptions and
forecasts, some of which are outside of the Company's influence and/or
control, and is therefore inherently uncertain and there can be no guarantee
or assurance that it will be correct. The estimates have not been audited,
reviewed, verified or subject to any procedures by the Company's auditors.
Undue reliance should not be placed on them and there can be no guarantee or
assurance that they will be correct.
Citi is authorised by the UK Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the PRA and the Financial Conduct Authority
("FCA"). Peel Hunt is authorised and regulated in the United Kingdom by the
FCA. Each of Citi and Peel Hunt is acting exclusively for the Company and for
no one else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Placing Announcement) as a client
in relation to the Placing or any other matter referred to in this Placing
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving advice in
relation to the Placing or any other matter referred to in this Placing
Announcement.
This Placing Announcement is being 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 or on behalf of Citi or Peel Hunt (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) or their respective affiliates or any of their Representatives as
to, or in relation to, the accuracy, adequacy, fairness or completeness of
this Placing 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 any of
Citi or Peel Hunt or any of their respective affiliates or Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed. No representation or warranty, express or
implied, is made by Citi or Peel Hunt or any of their respective affiliates or
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in this Placing
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The information in this Placing Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction or disclosure of this
Placing Announcement, in whole or in part, is unauthorised. Failure to comply
with this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This Placing Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Recipients of this
Placing Announcement should conduct their own investigation, evaluation and
analysis of the business, data and other information described in this Placing
Announcement. This Placing 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 price and value of
securities can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance is not a
guide to future performance. The contents of this Placing Announcement are not
to be construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.
Any indication in this Placing Announcement of the price at which the
Company's shares 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 Placing Announcement is
intended to be a profit forecast or profit estimate for any period and no
statement in this Placing 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 periods 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 UK Prospectus Regulation from the requirement to produce a prospectus.
This Placing Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of FSMA does
not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
In connection with the Placing, each of Citi and Peel Hunt and any of their
respective affiliates or Representatives, acting as investors for their own
account, may take up a portion of the Placing Shares in the Placing as a
principal position and in that capacity may retain, purchase, sell, offer to
sell for the own accounts or otherwise deal for their own account in such
Placing 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, each
of Citi and Peel Hunt and any of their respective affiliates and
Representatives acting in such capacity. In addition, each of Citi and Peel
Hunt and any of their respective affiliates or Representatives may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which each of Citi and Peel Hunt and any of
their respective affiliates may from time to time acquire, hold or dispose of
shares. Neither Citi nor Peel Hunt intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to the Company, and
no one else, in connection with the matters set out in this announcement, and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or arrangement
referred to herein. Neither Lazard nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or otherwise.
Appendix 1 to this Placing Announcement sets out the terms and conditions of
the Placing. By participating in the Placing, each placee will be deemed to
have read and understood this Placing Announcement (including the Appendices)
in its entirety, to be participating in the Placing and making an offer to
acquire and acquiring Placing Shares on the terms and subject to the
conditions set out in Appendix 1 to this Placing Announcement and to be
providing the representations, warranties, undertakings and acknowledgements
contained in Appendix 1 to this Placing Announcement.
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 Placing
Announcement.
This Placing 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
Placing Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target market
assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK target market
assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK target market assessment, each of Citi
and Peel Hunt will only procure investors for the Placing Shares who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The 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, each of Citi and
Peel Hunt will only procure investors for the Placing Shares 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 (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.
EACH OF THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES
EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE
ANY STATEMENT CONTAINED IN THIS PLACING ANNOUNCEMENT WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
If you are in any doubt about the contents of this Placing Announcement you
should consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser. The Company has taken all reasonable care to ensure that
the facts stated in this Placing Announcement are true and accurate in all
material respects, and that there are no other facts the omission of which
would make misleading any statement in the Placing Announcement, whether of
facts or of opinion. The Company accepts responsibility accordingly.
It should be remembered that the price of securities and the income from them
can go down as well as up.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (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) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (B) ABOVE TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE EITHER A
QUALIFIED INVESTOR OR A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT QUALIFIED INVESTORS IN THE EEA AND RELEVANT PERSONS IN THE UNITED
KINGDOM. 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 AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS, THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS
ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY
RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is unlawful.
No public offering of securities will be made in connection with the Placing
in the United Kingdom, the Isle of Man, the United States, any Restricted
Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan (each a
"Restricted Territory") or in any jurisdiction in which such publication or
distribution is unlawful. The distribution of this Announcement and the
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or by Citigroup Global Markets Limited ("Citi") or Peel Hunt LLP
("Peel Hunt" and together with Citi, the "Joint Bookrunners") or any of their
respective Affiliates or 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. Persons distributing
any part of this Announcement must satisfy themselves that it is lawful to do
so. Persons (including, without limitation, nominees and trustees) who have
a contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the Company and the
Joint Bookrunners to inform themselves about, and to observe, any such
restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any State securities commission or any
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
This Announcement is not, and under no circumstances is it to be construed as,
an advertisement or a public offering of the Placing Shares in Canada. No
securities commission or similar regulatory authority in Canada has reviewed
or in any way expressed an opinion about the Placing Shares and any
representation to the contrary is an offence.
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 Bookrunner or any of their respective Affiliates or
Representatives as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
Citi, which is authorised by the PRA and regulated in the United Kingdom by
the PRA and the FCA and Peel Hunt, which is authorised and regulated in the
United Kingdom by the FCA, are acting exclusively for the Company and no one
else in connection with the Placing and are not, and will not be, responsible
to anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company or the Joint Bookrunners or their respective Affiliates or
Representatives makes any representation or warranty, express or implied to
any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for and
acquire Placing Shares has been given will (i) be deemed to have read and
understood this Announcement, in its entirety; and (ii) be making such offer
on the terms and conditions contained in this Appendix, including being deemed
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are
acquired, will be, subject to certain exceptions, (i) outside the United
States and is acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 of Regulation S under the Securities Act ("Regulation
S"); or (ii) a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act;
(c) if acquiring the Shares for the account of one or more
other persons, it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account; and
(d) if it is a financial intermediary, as that term is
used in Article 5(l) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer restrictions set out
in this Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA to Qualified Investors or in the
United Kingdom to Relevant Persons, or in circumstances in which the prior
consent of the Bookrunners has been given to each such proposed offer or
resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix 2:
1. Bookbuild
Following this Announcement, the Joint Bookrunners will commence a
bookbuilding process in respect of the Placing (the "Bookbuilding Process") 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. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
2. Details of the Placing Agreement and of the Placing
Shares
2.1 The Joint Bookrunners are acting as joint global
coordinators and joint Bookrunners in connection with the Placing. The Joint
Bookrunners have entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the Joint
Bookrunners have agreed, severally and not jointly or jointly and severally,
to use their respective reasonable endeavours to procure Placees for the
Placing Shares at such price, if any, as may be determined by the Company and
the Joint Bookrunners following completion of the Bookbuilding Process and set
out in the executed placing terms (the "Placing Terms") and, to the extent
that any Placee defaults in paying the Placing Price (as defined below) in
respect of any of the Placing Shares allocated to it, each of the Joint
Bookrunners has agreed, severally and not jointly or jointly and severally, to
subscribe for such Placing Shares at the Placing Price.
2.2 The price per Ordinary Share at which the Placing Shares
are to be placed (the "Placing Price") and the final number of Placing Shares
will be decided at the close of the Bookbuilding Process following the
execution of the Placing Terms by the Company and the Joint Bookrunners. The
timing of the closing of the book, pricing and allocations are at the
discretion of the Company and the Joint Bookrunners. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuilding Process.
2.3 The Placing Shares have been duly authorised and 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 Placing Shares will be issued
free of any encumbrances, liens or other security interests.
3. Application for admission to trading
The Company will apply to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing Shares on its
Main Market for listed securities (together, "Admission"). It is expected
that Admission will become effective at or around 8.00 a.m. on 15 August 2022
(or such later time or date as may be agreed by the Company and the Joint
Bookrunners) and that dealings in the Placing Shares will commence at that
time.
4. Participation in, and principal terms of, the
Placing
4.1 The Joint Bookrunners are arranging the Placing
severally, and not jointly, nor jointly and severally, as agents of the
Company. Participation will only be available to persons who may lawfully
be, and are, invited to participate by either of the Joint Bookrunners. Each
of the Joint Bookrunners and their respective Affiliates are entitled to enter
bids as principal in the Bookbuilding Process.
4.2 The Bookbuilding Process, if successful, will establish
the Placing Price payable to the Joint Bookrunners by all Placees whose bids
are successful. The Placing 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 Bookbuilding Process. The Placing Price
will be announced on a Regulatory Information Service following the completion
of the Bookbuilding Process.
4.3 To bid in the Bookbuilding Process, 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 acquire either at the
Placing 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 the Joint Bookrunners on the basis referred to in paragraph
4.6 below.
4.4 The Bookbuilding Process is expected to close no later
than 7:00 a.m. (London time) on 11 August 2022 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
Bookbuilding Process has closed.
4.5 Each Placee's allocation will be confirmed to Placees
orally or in writing by the relevant Bookrunner following the close of the
Bookbuilding Process, and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Subject to paragraph 4.7 below,
the relevant Bookrunner's confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of such Bookrunner and the Company, under
which such Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and conditions set out
in this Appendix and in accordance with the Company's corporate documents.
4.6 Subject to paragraphs 4.2 and 4.3 above, the Joint
Bookrunners will, in effecting the Placing, agree with the Company 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.
The Joint Bookrunners may also, notwithstanding paragraphs 4.2 and 4.3 above
and subject to the prior consent of the Company, (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a bid after
that time and (ii) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time. The acceptance of
offers shall be at the absolute discretion of the Joint Bookrunners.
4.7 A bid in the Bookbuilding Process will be made on the
terms and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with the
relevant Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to the relevant
Bookrunner, to pay it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares that such
Placee has agreed to acquire. Each Placee's obligations will be owed to the
relevant Bookrunner.
4.8 Except as required by law or regulation, no press
release or other announcement will be made by either of the Joint Bookrunners
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.
4.9 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 acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
4.10 All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination of the
Placing Agreement".
4.11 By participating in the Bookbuilding Process, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by a Bookrunner.
4.12 To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective Affiliates or
Representatives shall have any responsibility or liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any of their
respective Affiliates or Representatives shall have any responsibility or
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners conduct of the Bookbuilding Process or of
such alternative method of effecting the Placing as the Joint Bookrunners,
their respective Affiliates and the Company may agree.
5. Conditions of the Placing
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing Agreement are
conditional on certain conditions, including:
(a) the publication of the Acquisition Announcement and
the REX Retail Offer Announcement on a Regulatory Information Service
alongside this Announcement on execution of the Placing Agreement;
(b) the Placing Terms having been executed by the Company
and the Joint Bookrunners;
(c) the publication by the Company of the results of the
Placing on a Regulatory Information Service as soon as possible following the
execution of the Placing Terms (the "Pricing Announcement");
(d) the Company not being in breach of any of its
obligations and undertakings under the Placing Agreement which fall to be
performed prior to Admission, save for any breach which is not, in the opinion
of the Joint Bookrunners (acting in good faith) material in the context of the
Placing, the REX Retail Offer or Admission;
(e) each of the warranties on the part of the Company in
the Placing Agreement being true and accurate and not misleading on the date
of the Placing Agreement, the date of execution of the Placing Terms and the
Closing Date as though, in each such case, they had been given and made on
such date by reference to the facts and circumstances then subsisting, save to
such extent as would not, in the opinion of the Joint Bookrunners (acting in
good faith), be materially adverse in the context of the Placing, the REX
Retail Offer or Admission;
(f) in the sole opinion of the Joint Bookrunners (acting
in good faith), there not having been any Material Adverse Change at any time
prior to Admission;
(g) the Company allotting and/or issuing, as applicable,
subject only to Admission, the Placing Shares in accordance with the Placing
Agreement;
(h) the acquisition agreement dated 10 August 2022
between, amongst others, the Coats Industrial Thread Holdings BV and Rhea Zwei
GmbH (the "Acquisition Agreement") not having been amended in any material
respect or terminated or having lapsed in each case prior to Admission; and
(i) Admission of the Placing Shares occurring at or
before 8:00 a.m. (London time) on the Closing Date (or such later time or date
as may be agreed by the Company and the Joint Bookrunners, not being later
than 17 August 2022).
5.2 If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or (where
applicable) waived by the Joint Bookrunners by the relevant time or date
specified (or such later time or date as the Company and the Joint Bookrunners
may agree); 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.
5.3 The Joint Bookrunners may, at their discretion waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the conditions described above at (a), (b), (c), (g) and (i) may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
5.4 Neither of the Joint Bookrunners 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 to the Placing 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.
5.5 By participating in the Bookbuilding Process, each
Placee agrees that its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing Agreement"
below, and will not be capable of rescission or termination by the Placee.
6. Termination of the Placing Agreement
6.1 The Joint Bookrunners are entitled, at any time on or
before Admission, to terminate the Placing Agreement in accordance with its
terms in certain circumstances, including, inter alia, if: (i) there has been
a breach by the Company of any of the obligations, undertakings or covenants
contained in the Placing Agreement or any of the warranties contained in the
Placing Agreement, when given, not being, or ceasing to be, true, accurate and
not misleading; (ii) any statement in the Issue Documents is or has become
untrue, inaccurate or misleading, or any matter has arisen which would
constitute an omission from such document or any of them; (iii) in the good
faith opinion of the Joint Bookrunners, there has been a Material Adverse
Change; (iv) either application for Admission is withdrawn or refused by the
FCA or the London Stock Exchange (as applicable); (v) Admission does not occur
by 8:00 a.m. on the Closing Date, or on such later date as may be agreed
between the Company and the Joint Bookrunners (acting in good faith); or (vi)
there has occurred a material adverse change in any major financial market in
the United States, the United Kingdom, any member of the European Union or in
other international financial markets.
6.2 By participating in the Placing, Placees agree that the
exercise by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or 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 consultation with,
Placees and that neither they nor any of their respective Affiliates or
Representatives shall have any liability to Placees whatsoever in connection
with any such exercise.
7. No prospectus
7.1 No offering document, prospectus or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange or in any other
jurisdiction in relation to the Placing or Admission and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be published in
the United Kingdom or any equivalent document in any other jurisdiction.
7.2 Placees' commitments will be made solely on the basis of
publicly available information taken together with the information contained
in this Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously with or
prior to the date of this Announcement and subject to the further terms set
forth in the trade confirmation or contract note to be provided to individual
prospective Placees.
7.3 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 is exclusively
the responsibility of the Company and confirms to the Joint Bookrunners and
the Company that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company
(other than publicly available information) or the Joint Bookrunners or their
respective Affiliates or Representatives or any other person and neither of
the Joint Bookrunners or the Company, or any of their respective Affiliates or
Representatives or any other person 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 fraudulent
misrepresentation by that person.
8. Lock up
8.1 The Company has undertaken to the Joint Bookrunners
that, between the date of the Placing Agreement and 180 calendar days after
the Closing Date, 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 carve outs agreed between the Joint
Bookrunners and the Company.
8.2 By participating in the Placing, Placees agree that the
exercise by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise be subject
to the lock up under the Placing Agreement shall be within the absolute
discretion of the 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.
9. Registration and settlement
9.1 Settlement of transactions in the Placing Shares (ISIN:
GB00B4YZN328) following Admission will take place within the relevant system
administered by Euroclear ("CREST"), using the delivery versus payment
mechanism, subject to certain exceptions. Subject to certain exceptions, the
Joint Bookrunners and the Company reserve the right to require settlement for,
and delivery of, the Placing Shares to Placees by such other means that they
deem necessary if delivery or settlement is not practicable in CREST within
the timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
9.2 Following the close of the Bookbuilding Process for the
Placing, each Placee to be allocated Placing Shares in the Placing will be
sent a trade confirmation or contract note in accordance with the standing
arrangements in place with the relevant Bookrunner stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to the Joint Bookrunners and settlement instructions.
9.3 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 Bookrunner.
9.4 The Company will deliver the Placing Shares to a CREST
account operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery (DEL) instruction into the CREST system. Peel Hunt will
hold any Placing Shares delivered to this account as nominee for the Placees.
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 against
payment.
9.5 It is expected that settlement will be on 15 August 2022
on a T+2 basis in accordance with the instructions given to the Joint
Bookrunners.
9.6 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 percentage points above SONIA as determined by the Joint
Bookrunners.
9.7 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 stamp duty, stamp duty reserve tax or
other stamp, securities, transfer, registration, execution, documentary or
other similar impost, duty or tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such Placee's behalf.
9.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation or
contract note is copied and delivered immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject to as provided below, be so registered free
from any liability to UK stamp duty or UK stamp duty reserve tax. If there are
any circumstances in which any other stamp duty or stamp duty reserve tax
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Joint Bookrunners nor the Company shall be
responsible for the payment thereof.
10. Representations and warranties
10.1 By submitting a bid and/or participating in the Placing
each prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents, warrants and
agrees (as the case may be) with the Joint Bookrunners (in their capacity as
joint global coordinators, Joint Bookrunners and as placing agents of the
Company in respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, the following:
(a) that it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement 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 Bookbuilding Process, the Placing, the Company,
the Placing Shares or otherwise;
(b) that no offering document or prospectus or admission
document has been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation or UK Prospectus Regulation and it
has not received and will not receive a prospectus, admission document or
other offering document in connection with the Bookbuilding Process, the
Placing or the Placing Shares;
(c) the Placing does not constitute a recommendation or
financial product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs;
(d) that the Ordinary Shares are admitted to the premium
listing segment 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 EU MAR, in the period up to and including 31 December 2021,
and from 1 January 2022 in accordance with the UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA (collectively, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
(e) that neither of the Joint Bookrunners, nor the Company
nor any of their respective Affiliates or Representatives nor any person
acting on behalf of any of them has provided, and none of them will provide,
it with any material or information regarding the Placing Shares, the
Bookbuilding Process, the Placing or the Company or any other person other
than this Announcement, nor has it requested either of the Joint Bookrunners,
the Company, or any of their respective Affiliates or Representatives nor any
person acting on behalf of any of them to provide it with any such material or
information;
(f) unless otherwise specifically agreed with the Joint
Bookrunners, that they are not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in which it would
be unlawful to make or accept an offer to acquire the Placing Shares, and
further acknowledges that the Placing Shares have not been and will not be
registered or otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of 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;
(g) that the content of this Announcement is exclusively
the responsibility of the Company and that neither of the Joint Bookrunners or
any of their respective Affiliates or Representatives nor any person acting on
their behalf has or shall have any responsibility or liability for any
information, representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of the
Company, including, without limitation, any Exchange Information, and will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or otherwise.
Each Placee further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements made by the
Joint Bookrunners or the Company and neither of the Joint Bookrunners nor the
Company will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing and that neither of
the Joint Bookrunners nor any of their respective Affiliates or
Representatives have made any representations to it, express or implied, with
respect to the Company, the Bookbuilding Process, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect thereof. Nothing
in this paragraph or otherwise in this Announcement excludes the liability of
any person for fraudulent misrepresentation made by that person;
(h) that it has not relied on any information relating to
the Company contained in any research reports prepared by the Joint
Bookrunners, any of their respective Affiliates or Representatives or any
person acting on the Joint Bookrunners', or any of their respective
Affiliates' or Representatives' behalf and understands that (i) neither of the
Joint Bookrunners nor any of their respective Affiliates or Representatives
nor any person acting on their behalf has or shall have any liability for
public information or any representation; (ii) neither of the Joint
Bookrunners nor any of their respective Affiliates or Representatives nor any
person acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this document or otherwise;
and that (iii) neither of the Joint Bookrunners nor any of their respective
Affiliates or Representatives nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
(i) that the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing Shares
would give rise to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
(j) that no action has been or will be taken by the
Company, the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
(k) that it and any person acting on its behalf is
entitled to acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates or Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;
(l) that it (and any person acting on its behalf) has
all necessary capacity and has obtained all necessary consents and authorities
to enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
(m) that it has complied with its obligations under the
Criminal Justice Act 1993, UK MAR, any delegating acts, implementing acts,
technical standards and guidelines thereunder, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti Terrorism Crime and Security Act
2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules, regulations
or guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited;
(n) that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Joint Bookrunners 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);
(o) if in a Member State of the EEA and except as
disclosed in this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the EU Prospectus
Regulation;
(p) if in the United Kingdom, that it is a Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus Regulation:
(i) who falls within the definition of "investment professional" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc") of the Order or
(iii) to whom this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
(q) if in the United Kingdom, unless otherwise agreed by
the Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
(r) if it is resident in Canada:
i. it understands that the offering of the Placing
Shares is being made on a private placement basis only in the provinces of
British Columbia, Alberta, Ontario and Quebec (the "Canadian Private Placement
Provinces") on a basis exempt from the requirement that the Company prepare
and file a prospectus with the relevant securities regulatory authorities in
Canada and as such, any resale of the Placing Shares must be made in
accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws;
ii. it is resident in one of the Canadian Private
Placement Provinces;
iii. it is purchasing the Placing Shares 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;
iv. it is not an individual;
v. it is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions,
or, in Ontario, as such term is defined in section 73.3(1) of the Securities
Act (Ontario), as applicable;
vi. it is a "permitted client" as such term is defined
in section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations;
vii. it understands the Company is not a "reporting
issuer", as such term is defined under applicable Canadian securities
legislation, in any province or territory of Canada, its securities are not
listed on any stock exchange in Canada and there is currently no public market
for the Placing Shares in Canada. It further understands the Company currently
does not intend to file a prospectus or similar document with any securities
regulatory authority in Canada qualifying the resale of the Placing Shares to
the public in any province or territory of Canada or listing its securities on
any stock exchange in Canada and therefore, there will be no public market in
Canada for the Placing Shares;
viii. it understands that any resale of the Placing Shares
acquired by it in the Placing must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
Canadian prospectus requirements, a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus requirements or
otherwise under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory authority and
that these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada;
ix. it understands that information regarding the
Placing and the Placing Shares has not been prepared with regard to matters
that may be of particular concern to Canadian Placees and accordingly, should
be read with this in mind. It further understands, the Placing Shares are not
denominated in Canadian dollars. Therefore, the value of the Placing Shares to
a Canadian Placee will fluctuate with changes in the exchange rate between the
Canadian dollar and the currency of the Placing Shares;
x. to the best of its knowledge, none of the funds to
be provided by or on behalf of it for subscription to the Company or its
agents are being tendered on behalf of a person or entity who has not been
identified to it;
xi. none of the funds being used to purchase the Placing
Shares are, to its knowledge, proceeds obtained or derived, directly or
indirectly, as a result of illegal activities and that:
a. the funds being used to purchase the Placing Shares
and advanced by or on behalf of it to the Company or its agents do not
represent proceeds of crime for the purpose of the Proceeds of Crime (Money
Laundering) Act (Canada); and
b. it is not a person or entity identified as a
designated person, listed person, foreign national, listed entity or terrorist
group, or politically exposed foreign person, as applicable, in the
Regulations Implementing the United Nations Resolution on Lebanon, Regulations
Implementing the United Nations Resolutions and Imposing Special Economic
Measures on Libya, Regulations Implementing the United Nations Resolutions on
Iran, Regulations Implementing the United Nations Resolutions on Mali,
Regulations Implementing the United Nations Resolutions on Somalia,
Regulations Implementing the United Nations Resolutions on South Sudan,
Regulations Implementing the United Nations Resolutions on Sudan, Regulations
Implementing the United Nations Resolutions on Taliban, ISIL (Da'esh) and
Al-Qaida, Regulations Implementing the United Nations Resolutions on Yemen,
Regulations Implementing the United Nations Resolutions on the Central African
Republic, Regulations Implementing the United Nations Resolutions on the
Democratic People's Republic of Korea (DPRK), Regulations Implementing the
United Nations Resolutions on the Democratic Republic of the Congo,
Regulations Implementing the United Nations Resolutions on the Suppression of
Terrorism, United Nations Iraq Regulations, Special Economic Measures
(Belarus) Regulations, Special Economic Measures (Burma) Regulations, Special
Economic Measures (Democratic People's Republic of Korea) Regulations, Special
Economic Measures (Iran) Regulations, Special Economic Measures (Nicaragua)
Regulations, Special Economic Measures (People's Republic of China)
Regulations, Special Economic Measures (Russia) Regulations, Special Economic
Measures (South Sudan) Regulations, Special Economic Measures (Syria)
Regulations, Special Economic Measures (Ukraine) Regulations, Special Economic
Measures (Venezuela) Regulations, Special Economic Measures (Zimbabwe)
Regulations, Freezing Assets of Corrupt Foreign Officials (Tunisia)
Regulations, Freezing Assets of Corrupt Foreign Officials (Ukraine)
Regulations, Justice for Victims of Corrupt Foreign Officials Regulations, or
the Regulations Establishing a List of Entities (Criminal Code);
xii. it understands that for purposes of compliance with
Canada's Anti-Spam Legislation, by submitting a bid and/or participating in
the Placing is considered consent to receive communications from the Company
and its representatives and that such communications will contain the
appropriate instructions for opting out of future communications;
xiii. no person has made any written or oral representations
to such Placee (i) that any person will resell or repurchase the Instruments,
(ii) that any person will refund the purchase price of the Placing Shares, or
(iii) as to the future price or value of the Placing Shares; and
xiv. it understands securities legislation in the Canadian
Private Placement Provinces may provide it with remedies for rescission or
damages if materials regarding the Placing delivered to it contains a
misrepresentation, provided that the remedies for rescission or damages are
exercised by it within the time limit prescribed by the securities legislation
of its province of residence. It further understands it should refer to any
applicable provisions of the securities legislation of its province of
residence for particulars of these rights or consult with a legal advisor.
(s) if it is in Australia, it is (i) a "sophisticated
investor" within the meaning of section 708(8) of the Corporations Act or a
"professional investor" within the meaning of section 708(11) of the
Corporations Act and a wholesale client under section 761G(7) of the
Corporations Act and the issue of the Placing Shares to it under the Placing
does not require a prospectus or other form of disclosure document under the
Corporations Act, and no Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where disclosure to
investors is not required under Part 6D.2 of the Corporations Act;
(t) that it will not distribute, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United States or any
other Restricted Territory (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
(u) where it is acquiring the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the Placing Shares
for each managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
(v) that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
(w) if it is acting as a financial intermediary, as that
term is used in Article 5(l) of the EU Prospectus Regulation and Article 5(l)
of the UK Prospectus Regulation, that the Placing Shares acquired for by it in
the Placing will not be acquired for on a non discretionary basis on behalf
of, nor will they be acquired for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to the
proposed offer or resale;
(x) that it has not offered or sold, and will not offer or
sell, any Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
(y) that any offer of Placing Shares may only be directed
at persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA prior to Admission
except to Qualified Investors or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus Regulation;
(z) that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person;
(aa) that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect to anything
done by it in relation to the Placing Shares in respect of anything done in,
from or otherwise involving, the United Kingdom;
(bb) if it has received any inside information about the
Company in advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person
except as permitted by the UK MAR, prior to the information being made
publicly available;
(cc) that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to it; (ii) it
has paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Joint Bookrunners, any of their Affiliates
or Representatives or any person acting on their behalf being in breach of the
legal and/or regulatory requirements and/or any anti money laundering
requirements of any territory in connection with the Placing; and (iv) that
the subscription for and purchase of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
(dd) that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as the Joint Bookrunners may in their absolute
discretion determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or penalties) due
pursuant to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its behalf;
(ee) that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Joint Bookrunners or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
(ff) that neither of the Joint Bookrunners nor any of
their respective Affiliates or Representatives nor any person acting on their
behalf, is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis that it is
not and will not be a client of the Joint Bookrunners and that the Joint
Bookrunners do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
(gg) that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither of the Joint Bookrunners nor the Company nor any of their
respective Affiliates or Representatives will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or taxes
(together with any interest or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to indemnify each of the Joint Bookrunners, the Company and any of
their respective Affiliates or Representatives in respect of the same on an
after tax basis on the basis that the Placing Shares will be allotted to the
CREST stock account of Peel Hunt who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions;
(hh) that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions, and any non
contractual obligations arising out of or in connection with such agreements,
shall be governed by and construed in accordance with the laws of England and
Wales and it subjects (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract,
except that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest chargeable thereon)
may be taken by the Joint Bookrunners 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;
(ii) that each of the Joint Bookrunners, the Company and
their respective Affiliates or 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
of the Joint Bookrunners on their own behalf and on behalf of the Company and
are irrevocable and it irrevocably authorises each of the Joint Bookrunners
and the Company to produce this Announcement, pursuant to, in connection with,
or as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
(jj) that it will indemnify on an after tax basis and hold
each of the Joint Bookrunners, the Company and their respective Affiliates or
Representatives and any person acting on their behalf harmless from any and
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
(kk) that it irrevocably appoints any director of the Joint
Bookrunners 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;
(ll) a communication that the transaction 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 transaction and securities will
be fully distributed by the Joint Bookrunners;
(mm) that its commitment to acquire Placing Shares on the terms
set out herein and in the trade confirmation or contract note will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or the
Joint Bookrunners conduct of the Placing;
(nn) that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares, (ii) it
is experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners, (iv) it has had sufficient
time and access to information to consider and conduct its own investigation
with respect to the offer and purchase of the Placing Shares, including the
legal, regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary for the purposes of its
investigation, and (v) it will not look to the Company, the Joint Bookrunners,
any of their respective Affiliates or Representatives or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;
(oo) that neither of the Joint Bookrunners nor the Company owe
any fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
(pp) that it may not rely on any investigation that the Joint
Bookrunners or any person acting on their behalf may or may not have conducted
with respect to the Company and its Affiliates or the Placing and the Joint
Bookrunners have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the subscription for or
purchase of the Placing Shares, or as to the condition, financial or
otherwise, of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It acknowledges and
agrees that no information has been prepared by, or is the responsibility of,
the Joint Bookrunners for the purposes of this Placing;
(qq) that it will not hold either of the Joint Bookrunners or
any of their respective Affiliates or Representatives or any person acting on
their behalf responsible or liable for any misstatements in or omission from
any publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group (the
"Information") and that neither of the Joint Bookrunners nor any person acting
on behalf of the Joint Bookrunners makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such Information;
(rr) that in connection with the Placing, the Joint
Bookrunners and any of their respective Affiliates 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 securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to shares being issued,
offered or placed should be read as including any issue, offering or placement
of such shares in the Company to the Joint Bookrunners and any of their
respective Affiliates acting in such capacity. In addition, the Joint
Bookrunners may enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners may from time to time acquire,
hold or dispose of such securities of the Company, including the Placing
Shares. Neither of the Joint Bookrunners nor any of their respective
Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;
(ss) that (i) the Placing Shares have not been and will not
be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States, nor approved or disapproved
by the U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other United States regulatory
authority and may not be offered, sold or transferred, directly or indirectly,
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States; (ii) subject to certain exceptions
the Placing Shares are being offered and sold outside the United States in
reliance on Regulation S; and (iii) the Placing Shares may not be reoffered,
resold, pledged or otherwise transferred except in transactions not requiring
registration under the Securities Act;
(tt) that, subject to certain exceptions, (i) each of it
and each beneficial owner of the Placing Shares for whom it is acting is and
at the time the Placing Shares are acquired will be, (x) located outside the
United States and is and will be acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S or (y) a QIB,
(ii) it will not offer or sell, directly or indirectly, any of the Placing
Shares except in an "offshore transaction" in accordance with Regulation S or
in the United States pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, (iii) no representation has been made or will be made as to the
availability of any exemption under the Securities Act or any relevant state
or other jurisdiction's securities laws for the re-offer, resale, pledge or
transfer of the Placing Shares; and
(uu) that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D under the Securities Act) or any form
of directed selling efforts (as defined in Regulation S).
10.2 The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the benefit of the
Company as well as each of the Joint Bookrunners (for their own benefit and,
where relevant, the benefit of their respective Affiliates and Representatives
and any person acting on their behalf) and are irrevocable. Each Placee, and
any person acting on behalf of a Placee, acknowledges that neither of the
Joint Bookrunners nor the Company owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
10.3 Please also note that the agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are contracting as
nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates
only to their allotment and issue to Placees, or such persons as they nominate
as their agents, direct from the Company for the Placing Shares in question.
None of the Company, the Joint Bookrunners or any of their respective
Affiliates or Representatives will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest and penalties relating thereto)
arising in relation to the Placing Shares in any other circumstances.
10.4 Such agreement is subject to the representations,
warranties and further terms above and also assumes, and is based on a
warranty from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Joint
Bookrunners, the Company nor any of their respective Affiliates or
Representatives are liable to bear any stamp duty or stamp duty reserve tax or
any other similar duties or taxes ("transfer taxes") that arise (i) if there
are any such arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares,
or (iii) for transfer taxes arising 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 the Joint Bookrunners
and/or the Company and their respective Affiliates and Representatives
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.
10.5 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Joint Bookrunners or any of their
respective Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that the Joint Bookrunners are receiving a fee in
connection with their role in respect of the Placing as detailed in the
Placing Agreement.
10.6 When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account with either
of the Joint Bookrunners 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 Joint Bookrunners money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of its own business; and
the Placee will rank only as a general creditor of the Joint Bookrunners.
10.7 All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in its absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
10.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser.
10.9 The rights and remedies of the Joint Bookrunners and the
Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
10.10 Each Placee may be asked to disclose in writing or orally to
the Joint Bookrunners:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" has the meaning given in paragraph 2 of this Announcement;
"Acquisition Announcement" has the meaning given in paragraph 2 of this
Announcement;
"Admission" means admission of the Placing Shares to the premium listing
segment of the Official List and to trading on the London Stock Exchange's
main market for listed securities;
"Affiliate" has the meaning given in Rule 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);
"Bookbuilding Process" 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 set out in this Announcement and the Placing Agreement;
"Business Day" means a day (excluding Saturdays, Sundays and public holidays)
on which the commercial banks are open for business in London;
"Citi" means Citigroup Global Markets Limited;
"Closing Date" means the day on which the transactions effected in connection
with the Placing and the REX Retail Offer will be settled, expected to be two
Business Days after the date on which the Pricing Announcement is released and
no later than 17 August 2022, and as specified in the executed Placing Terms
(or such other date as the Company and the Joint Bookrunners may agree);
"Company" means Coats Group plc;
"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;
"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA
pursuant to Part VI of FSMA;
"EU MAR" means the Market Abuse Regulation (EU) No.596/2014 of the European
Parliament and of the Council of the European Union of 14 June 2017, as
supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission
Delegated Regulation (EU) 2019/97;
"EU Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;
"FCA or Financial Conduct Authority" 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 from time to time
and each of them as the context admits;
"Intermediaries" means any intermediary financial institution that is
appointed by the Company in connection with the REX Retail Offer after the
date of the Placing Agreement pursuant to an Intermediaries Agreement and
"Intermediary" shall mean any one of them;
"Intermediaries Agreements" means the agreements in the agreed form between
each of the Intermediaries, the Company and Peel Hunt relating to the REX
Retail Offer containing the terms and conditions in the agreed form of
subscription by the relevant Intermediary under the REX Retail Offer;
"Issue" means both the Placing and the REX Retail Offer together;
"Joint Bookrunners" means Citi and Peel Hunt, each a "Bookrunner";
"Listing Rules" means the rules and regulations made by the FCA under FSMA;
"LSE or London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" means a material adverse change in, or any
development reasonably likely to result in a material adverse change in the
condition (financial, operational, legal or otherwise) or in the trading
position, earnings, business affairs, solvency or financial prospects of the
Group taken as a whole, whether or not arising in the ordinary course of
business;
"New Shares" means the Placing Shares and the REX Retail Offer Shares to be
issued pursuant to the Issue;
"Ordinary Share" means an ordinary share of five pence each in the capital of
the Company;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person (including individuals, funds or otherwise) by whom
or on whose behalf a commitment to subscribe for Placing Shares at the Placing
Price, as procured by the Joint Bookrunners on the terms and subject to the
conditions of the Placing Agreement has been given;
"Placing" has the meaning given in paragraph 1 of this Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Placing Announcement" has the meaning given in paragraph 2 of this
Announcement;
"Placing Price" means the price per Ordinary Share as may be agreed between
the Joint Bookrunners and the Company, and as may be specified in the executed
Placing Terms;
"Placing Shares" means the new Ordinary Shares of 5 pence each to be issued
pursuant to the Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this
Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential Regulation
Authority;
"Pricing Announcement" means the announcement published by the Company giving
details of, amongst other things, the result of the Placing and the REX Retail
Offer, the Placing Price and the number of New Shares issued pursuant to the
Issue;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the services set out in Appendix
3 of the Listing Rules;
"Representatives" means, in respect of a person, that person's agents,
directors, officers or employees;
"Restricted Territory" means the United States, Australia, Canada, the
Republic of South Africa or Japan;
"REX Retail Offer" means the proposed offer of REX Retail Offer Shares having
an aggregate value, at the Placing Price, not exceeding €8 million (or the
equivalent in Sterling) to retail investors by the Company through
Intermediaries using the REX Platform and on the basis of the terms and
conditions set out in the REX Retail Offer Announcement and Intermediaries
Agreements;
"REX Retail Offer Announcement" means the announcement to be dated the date of
the Placing Announcement giving details, inter alia, of the REX Retail Offer;
"REX Retail Offer Shares" means the New Shares to be issued for cash at the
Placing Price, pursuant to the REX Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"subsidiary has the meaning given to that term in the Companies Act 2006;
"subsidiary undertaking has the meaning given to that term in the Companies
Act 2006;
"UK MAR" means the UK version of the Market Abuse Regulation (EU) No.596/2014,
which forms part of UK law by virtue of the European Union (Withdrawal) Act
2018);
"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
"United States or US" means the United States of America, its territories and
possessions, any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any political sub
division thereof.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence''
are to the lawful currency of the UK. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America.
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