REG - Diploma PLC - Proposed Placing
16/03/2023 17:00
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RNS Number : 2725T Diploma PLC 16 March 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, 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 CONTAINS INSIDE INFORMATION.
For immediate release
16 March 2023
DIPLOMA PLC
PROPOSED PLACING, RETAIL OFFER AND SUBSCRIPTION OF NEW ORDINARY SHARES
Diploma PLC ("Diploma" or the "Company"), the international group supplying
specialised technical products and services, announces its intention to
conduct a non pre-emptive placing of new ordinary shares (the "Placing
Shares") of 5p each in the capital of the Company (the "Placing").
In conjunction with the Placing, all of the directors of the Company intend to
subscribe (the "Subscription") for new ordinary shares in the capital of the
Company (the "Subscription Shares") at the Placing Price (as defined below)
to contribute approximately £100,000 in aggregate. In addition to the Placing
and Subscription, the Company intends to make an offer on the PrimaryBid
platform of new ordinary shares in the capital of the Company (the "Retail
Shares") at the Placing Price (the "Retail Offer"), to provide retail
investors with an opportunity to participate in the equity fundraise. A
separate announcement will be made shortly regarding the Retail Offer and its
terms.
Both the Subscription and the Retail Offer are conditional on the Placing, but
the Placing is not conditional on the Subscription or the Retail Offer.
Together, the total number of Placing Shares, Subscription Shares and Retail
Shares will be approximately 7.5 per cent. of the current issued share capital
of the Company.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuilding Process") which will be launched immediately following this
announcement and will be made available to new and existing eligible
institutional investors. The Placing is subject to the terms and conditions
set out in Appendix 1 to this announcement (which forms part of this
announcement, such announcement and its Appendices together being this
"Announcement"). The Subscription Shares will be subscribed for on the basis
agreed pursuant to subscription letters with the Company, rather than pursuant
to the terms and conditions of the Placing contained in Appendix 1 to this
Announcement. The Retail Shares will be subscribed for on the basis set out in
the separate announcement regarding the Retail Offer released by the Company
today, rather than pursuant to the terms and conditions of the Placing
contained in Appendix 1 to this Announcement.
Rationale for the Placing and Use of proceeds
The proceeds of the proposed Placing, Subscription and Retail Offer (the
"Capital Raise") will be used to refinance the consideration paid for the
acquisition of Tennessee Industrial Electronics, LLC ("TIE"), a market leading
value-add distributor of aftermarket parts and repair services into the
fast-growing US industrial automation end market, with a focus on robotics and
computer numerical control (CNC) machines (the "Acquisition"), as well as
provide the Group with greater flexibility to execute on its strong M&A
pipeline to accelerate future organic growth.
Diploma is confident that the net proceeds of the Capital Raise can be
deployed against strongly value-enhancing opportunities whilst maintaining
rigorous discipline to capital allocation. Following the Acquisition, the
Capital Raise is expected to be earnings accretive in the first full year;
this earnings accretion will be further enhanced as the proceeds are deployed.
Further information on TIE, the Acquisition and the acquisition pipeline can
be found in the Company's announcement released separately today.
Details of the Placing
Barclays Bank PLC, acting through its investment bank ("Barclays") and Numis
Securities Limited ("Numis") are acting as Joint Global Coordinators and Joint
Bookrunners (together, the "Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this Announcement.
The Bookrunners will commence the Bookbuilding Process immediately following
the release of this Announcement in respect of the Placing. The price 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 this Announcement. The timing of the closing of the
book, pricing and allocations are at the absolute discretion of the Company
and the Bookrunners. Details of the Placing Price and the number of Placing
Shares, Subscription Shares and Retail Shares to be issued will be announced
as soon as practicable after the close of the Bookbuilding Process. The
Subscription Shares and the Retail Shares will be issued at the same price as
the Placing Price.
The Placing Shares, the Subscription Shares and the Retail Shares, when
issued, will be fully paid and will rank pari passu in all respects with
each other and with the existing ordinary shares of the Company, including,
without limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares, the Subscription Shares and the Retail
Shares to the premium listing segment of the Official List; and (ii) to London
Stock Exchange plc for admission of the Placing Shares, the Subscription
Shares and the Retail Shares to trading on its main market for listed
securities (together, "Admission").
Settlement for the Placing Shares, the Subscription Shares and the Retail
Shares and Admission is expected to take place on or before 8.00 a.m. on 21
March 2023. The Placing, the Subscription and the Retail Offer are conditional
upon, among other things, Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and the Bookrunners
(the "Placing Agreement") not being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Appendix 1 to this Announcement sets out further
information relating to the terms and conditions of the Placing. Unless
otherwise stated, capitalised terms in this Announcement have the meanings
ascribed to them in Appendix 2 (which forms part of this Announcement).
Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix 1.
This Announcement contains inside information for the purposes of the Market
Abuse Regulation (Regulation (EU) No 596/2014), as it forms part of retained
EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). Market soundings, as defined in UK MAR, were taken in respect
of the Placing, with the result that certain persons became aware of inside
information relating to the Company and its securities, as permitted by UK
MAR. That inside information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.
The person responsible for releasing this Announcement is John Morrison,
Company Secretary.
Diploma PLC LEI: 2138008OGI7VYG8FGR19
For further information please contact:
Diploma +44 (0)20 7549 5700
Johnny Thomson
Chris Davies
Kellie McAvoy
Barclays (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7623 2323
Alisdair Gayne
Neal West
Guy Bomford
Chris Madderson
Numis (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7260 1000
Mark Lander
Julian Cater
George Price
William Wickham
Teneo +44 (0)20 7353 4200
Martin Robinson
Olivia Peters
Important Notices
No action has been taken by the Company, Barclays Bank PLC, acting through its
investment bank ("Barclays") or Numis Securities Limited ("Numis" and,
together with Barclays, the " Bookrunners") or any of their respective
affiliates, or any person acting on its or their behalf that 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 into whose
possession this Announcement comes are required by the Company and the
Bookrunners to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the
UK version of the EU Prospectus Regulation as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
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). No public offering
of securities is being made in the United States.
This Announcement is for information purposes only and is directed only at:
(i) persons in member states of the European Economic Area (the "EEA") who are
qualified investors within the meaning of Article 2(e) of the EU Prospectus
Regulation ("Qualified Investors"); or (ii) in the United Kingdom, qualified
investors within the meaning of Article 2(e) of the UK Prospectus Regulation
who are (a) persons who have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (b) persons who fall within Article
49(2)(a) to (d) of the Order; or (c) otherwise, persons to whom it may
otherwise lawfully be distributed (all such persons together being referred to
as "Relevant Persons"). Any investment or investment activity to which this
Announcement relates is available in member states of the EEA only to
Qualified Investors or the United Kingdom only to Relevant Persons and will be
engaged in only with such persons. This Announcement must not be acted on or
relied on by persons in member states of the EEA who are not Qualified
Investors or the United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of the Placing Shares. No such
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon the merits of any proposed offering of the Placing
Shares and any representation to the contrary is an offence; 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, Canada, 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, Canada, the Republic
of South Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.
In Canada, the Placing Shares may only be offered and sold in the provinces of
Alberta, British Columbia, Ontario and Quebec on a basis exempt from the
prospectus requirements of applicable securities laws. In connection with any
offer or sale made to investors in the Placing that are located in Canada, the
Placee will be required to provide a signed investor letter, confirming its
eligibility to participate in the Placing and containing additional prescribed
disclosure for the purposes of compliance with Canadian securities law
requirements.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (each a "Placee")
by making an oral or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix 1 to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may it be construed as,
a profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Bookrunners, their
respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the Listing Rules, UK MAR, the Disclosure Guidance and Transparency Rules, the
rules of the London Stock Exchange or the FCA.
Barclays Bank PLC is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the PRA and the FCA. Numis Securities
Limited is authorised and regulated in the United Kingdom by the FCA. Each of
Barclays and Numis are acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient on this Announcement) as its client in relation to the Placing
or any other matter referred to in this Announcement and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing or any other matters referred to
in this Announcement. Neither Barclays nor Numis is acting for the Company
with respect to the Retail Offer or the Subscription.
Each of the Bookrunners and their respective affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which they would
have received customary fees and commissions. Each of the Bookrunners and
their respective affiliates may provide such services to the Company and/or
its affiliates in the future. Certain of the Bookrunners or their respective
affiliates are lenders and/or may in the future be, lenders, and in some cases
agents or managers for the lenders, under certain of the Company's credit
facilities and other credit arrangements. The Company may use any net proceeds
it receives from the sale of the Placing Shares to repay financial
indebtedness, which may include such credit facilities and other credit
arrangements. In their capacity as lenders, such lenders may, in the future,
seek a reduction of a loan commitment to the Company or its affiliates, or
impose incremental pricing or collateral requirements with respect to such
facilities or credit arrangements, in the ordinary course of business. In
addition, certain of the Bookrunners or their affiliates that have a lending
relationship with the Company or its affiliates may routinely hedge their
credit exposure to the Company and/or its affiliates consistent with their
customary risk management policies; a typical hedging strategy would include
these Bookrunners or their affiliates hedging such exposure by entering into
transactions which consist of either the purchase of credit default swaps or
the creation of short positions in the Company's securities.
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 by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules") and/or any equivalent requirements elsewhere to
the extent determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules and/or any equivalent
requirements elsewhere to the extent determined to be applicable) 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 Barclays and Numis 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.
If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser.
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 EXCEPT AS
DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF 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 (I), (II) AND (III)
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, IF YOU ARE IN A
MEMBER STATE OF THE EEA, YOU ARE A QUALIFIED INVESTOR AND, IF YOU ARE IN THE
UNITED KINGDOM, YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN
MEMBERS STATES OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE
UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE IN MEMBER STATES OF THE EEA ONLY TO QUALIFIED INVESTORS OR IN THE
UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH
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 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 Barclays Bank PLC ("Barclays") or Numis Securities Limited
("Numis" and together with Barclays, the "Bookrunners") or any of their
respective affiliates or agents 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
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.
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 agents
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.
Barclays, which is authorised by the PRA and regulated in the United Kingdom
by the PRA and the FCA and Numis, 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 will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing or any other matters referred to in this Announcement 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 Bookrunners or their respective affiliates or
agents 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) if it is in the United Kingdom it is a Relevant Person and
if it is in a member state of the EEA it is a Qualified Investor, 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 who has executed an Investor Representation Letter in the form
provided to it and delivered the same to the Bookrunners (in their capacity as
joint bookrunners and placing agents of the Company in respect of the
Placing);
(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(1) 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 Bookrunners will commence a bookbuilding
process in respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The book will open
with immediate effect. 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 Bookrunners are acting as joint global coordinators and
joint bookrunners in connection with the Placing. The Bookrunners have
entered into an agreement with the Company (the "Placing Agreement") under
which, subject to the conditions set out therein, the 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 Bookrunners following
completion of the Bookbuild 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 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 Bookbuild following the execution of the
Placing Terms by the Company and the Bookrunners. The timing of the closing
of the book, pricing and allocations are at the discretion of the Company and
the Bookrunners. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of the
Bookbuild.
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 8.00 a.m. on 21 March 2023 (or such
later time or date as may be agreed by the Company and the 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 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 Bookrunners. Each of the Bookrunners and their
respective affiliates are entitled to enter bids as principal in the
Bookbuild.
4.2 The Bookbuild, if successful, will establish the Placing Price
payable to the 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 Bookrunners and the Company following completion of the
Bookbuild. The Placing Price will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
4.3 To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at either of the
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 Bookrunners or at prices up to a
price limit specified in its bid. Bids may be scaled down by the Bookrunners
on the basis referred to in paragraph 4.6 below.
4.4 The Bookbuild is expected to close no later than 7:00 a.m.
(London time) on 17 March 2023 but may be closed earlier or later, at the
discretion of the Bookrunners. The Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild 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 Bookbuild,
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 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 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 Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Bookrunners.
4.7 The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each such Placee of an
Investor Representation Letter in the form set out in the Placing Agreement.
4.8 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on the Placee
on behalf of which it is made and except with the 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.
4.9 Except as required by law or regulation, no press release or
other announcement will be made by either of the 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.
4.10 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
4.11 All obligations under the Bookbuild 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".
4.12 By participating in the Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a
Bookrunner.
4.13 To the fullest extent permissible by law, none of the
Bookrunners, the Company or any of their respective affiliates 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 Bookrunners,
nor the Company, nor any of their respective affiliates shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunners conduct of the Bookbuild or of
such alternative method of effecting the Placing as the 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
Bookrunners' obligations under the Placing Agreement are conditional on
certain conditions, including:
(a) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 21 March 2023 (or such later time or date as may be
agreed in writing by the Company and the Bookrunners, not being later than 28
March 2023);
(b) the Company not being in breach of any of its obligations
and undertakings under this agreement which fall to be performed prior to
Admission, save for any breach which is not, in the opinion of the Bookrunners
(acting in good faith) material in the context of the Placing or Admission;
(c) the Placing Terms having been executed by the Company and
the Bookrunners;
(d) 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");
(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 date
of the closing of the Placing 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
Bookrunners (acting in good faith), be material in the context of the Placing
or Admission;
(f) in the sole opinion of the Bookrunners (acting in good
faith), there not having been any Material Adverse Effect at any time prior to
Admission; and
(g) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the Placing
Agreement.
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 Bookrunners by the relevant time or date specified
(or such later time or date as the Company and the 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 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), (d) and (g) 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 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 Bookrunners.
5.5 By participating in the Bookbuild, 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 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 in each case which either Bookrunner considers in its sole
judgement (acting in good faith) is material in the context of the Company,
the Group, the Placing and/or Admission); (ii) in the good faith opinion of
either Bookrunner, there has been a Material Adverse Effect; (iii) either
application for Admission is withdrawn or refused by the FCA or the London
Stock Exchange (as applicable); or (iv) 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 Bookrunners of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or the Bookrunners or for agreement between the Company and the
Bookrunners (as the case may be) and that neither the Company nor the
Bookrunners need make any reference to, or consultation with, Placees and that
neither they nor any of their respective affiliates, agents, directors,
officers or employees 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
jurisdictions 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 jurisdiction.
7.2 Placees' commitments will be made solely on the basis of their
own assessment of the Company, the Placing Shares and 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 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 Bookrunners or their
respective Affiliates or any other person and neither of the Bookrunners or
the Company, or any of their respective Affiliates 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 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 Bookrunners enter
into certain transactions involving or relating to the Ordinary Shares,
subject to certain carve‑outs agreed between the Bookrunners and the
Company.
8.2 By participating in the Placing, Placees agree that the
exercise by the 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 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:
GB0001826634) 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
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 Bookbuild 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 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 Numis as agent for the Company and Numis will enter its delivery
(DEL) instruction into the CREST system. Numis 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 21 March 2023 on a
T+2 basis in accordance with the instructions given to the 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
Bookrunners.
9.7 Each Placee agrees that, if it does not comply with these
obligations, the 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 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 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
Bookbuild, 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 Bookbuild, the Placing or the
Placing Shares;
(c) 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 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;
(d) that neither of the Bookrunners, nor the Company nor any of
their respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the Placing Shares, the Bookbuild, the Placing or the Company or any
other person other than this Announcement, nor has it requested either of the
Bookrunners, the Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such material or
information;
(e) unless otherwise specifically agreed with the 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;
(f) that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Bookrunners or any of
their respective Affiliates 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 Bookrunners or the
Company and neither of the 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 Bookrunners nor any of
their respective Affiliates have made any representations to it, express or
implied, with respect to the Company, the Bookbuild, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of 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;
(g) that it has not relied on any information relating to the
Company contained in any research reports prepared by the Bookrunners, any of
their respective Affiliates or any person acting on the Bookrunner, or any of
their respective Affiliates' behalf and understands that (i) neither of the
Bookrunners nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any liability for public information or any
representation; (ii) neither of the Bookrunners nor any of their respective
Affiliates 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 Bookrunners nor any of
their respective Affiliates 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;
(h) 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;
(i) that no action has been or will be taken by the Company,
the Bookrunners or any person acting on behalf of the Company or the
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;
(j) 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 Bookrunners, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
(k) 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;
(l) that it has complied with its obligations under the
Criminal Justice Act 1993, the 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 Bookrunners have not received such satisfactory
evidence, the Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Bookrunners will be returned without interest to the account of
the drawee bank or CREST account from which they were originally debited;
(m) 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 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);
(n) that it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new Ordinary Shares offered by the Company
on or about the date hereof on the PrimaryBid platform;
(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;
(p) if in the United Kingdom, that it is a Relevant Person 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
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 in Canada, the Placing Shares may only be offered and
sold in the provinces of Alberta, British Columbia, Ontario and Quebec on a
basis exempt from the prospectus requirements of applicable securities laws.
In connection with any offer or sale made to investors in the Placing that are
located in Canada, the Placee will be required to provide a signed investor
letter, confirming its eligibility to participate in the Placing and
containing additional prescribed disclosure for the purposes of compliance
with Canadian securities law requirements;
(s) 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;
(t) 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;
(u) 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;
(v) if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) 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 Bookrunners has been given to the proposed offer or
resale;
(w) that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, 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;
(x) 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;
(y) 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;
(z) 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;
(aa) 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;
(bb) 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 Bookrunners, any of their Affiliates 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;
(cc) 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 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;
(dd) 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 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;
(ee) that neither of the Bookrunners nor any of their respective
Affiliates 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 Bookrunners and that the 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 Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
(ff) 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 Bookrunners nor the Company nor any of their
respective Affiliates 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 Bookrunners, the Company and any of their respective Affiliates 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 Numis Nominees (Client)
Limitedwho will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
(gg) 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 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;
(hh) that each of the Bookrunners, the Company and their respective
Affiliates 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 Bookrunners on their own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises each of the 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;
(ii) that it will indemnify on an after‑tax basis and hold
each of the Bookrunners, the Company and their respective Affiliates 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;
(jj) that it irrevocably appoints any director of the
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;
(kk) 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
Bookrunners conduct of the Placing;
(ll) 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 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 Bookrunners, any
of their respective Affiliates or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
(mm) that neither of the 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;
(nn) that it may not rely on any investigation that the 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 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 Bookrunners for the
purposes of this Placing;
(oo) that it will not hold either of the Bookrunners or any of their
respective Affiliates 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 Bookrunners nor any person acting on behalf of the 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;
(pp) that in connection with the Placing, the 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 Bookrunners and any of their respective Affiliates acting
in such capacity. In addition, certain of the Bookrunners or their Affiliates
may enter into financing arrangements and swaps with investors in connection
with which the Bookrunners (or their Affiliates) may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares. Neither of the 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;
(qq) 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, 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
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;
(rr) 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
which has duly executed and delivered to one of the Bookrunners or its
affiliates an Investor Representation Letter substantially in the form
provided to it, (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
(ss) 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 Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates 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 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 Bookrunners or any of their respective Affiliates 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 Bookrunners, the Company nor any
of their respective Affiliates 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
Bookrunners and/or the Company and their respective Affiliates 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 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 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 Bookrunners, any money held in an account with either of the
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
Bookrunners money in accordance with the client money rules and will be used
by the Bookrunners in the course of its own business; and the Placee will rank
only as a general creditor of the Bookrunners.
10.7 All times and dates in this Announcement may be subject to
amendment by the Bookrunners (in its absolute discretion). The 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 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
Bookrunners:
(a) if they are an individual, their nationality; or
(b) if they are a discretionary fund manager, the jurisdiction
in which the funds are managed or owned.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"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);
"Barclays" means Barclays Bank PLC, acting through its Investment Bank;
"Bookbuild" means the bookbuilding process to be commenced by the 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;
"Bookrunners" means Barclays and Numis, each a "Bookrunner";
"Closing Date" means the day on which the transactions effected in connection
with the Placing will be settled;
"Company" means Diploma 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 Prospectus Regulation" means the Prospectus Regulation (EU) No 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;
"Investor Representation Letter" means the letter in the form set out in the
Placing Agreement;
"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 Effect" means a material adverse effect or change in, or any
development reasonably likely to result in a material adverse change in or
affecting, the condition (financial, operational, legal or otherwise) or in
the earnings, management, results of operations, business affairs or business
prospects of the Group taken as a whole, whether or not arising in the
ordinary course of business and whether or not foreseeable at the date of this
Announcement;
"Ordinary Share" means an ordinary share of nominal value five pence each in
the capital of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom
or on whose behalf a commitment to acquire Placing Shares 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 Price" means the price per Ordinary Share at which the Placing Shares
are placed;
"Placing Shares" has the meaning given in paragraph 1 of this Announcement;
"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
confirming the results of the Placing on a Regulatory Information Service
immediately following the execution of the Placing Terms;
"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;
"Restricted Territory" means the United States, Australia, Canada, the
Republic of South Africa or Japan;
"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;
"UK Prospectus Regulation" means the UK version of the EU Prospectus
Regulation, 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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