REG - Future PLC - Acquisition of Home Interest £32m and £22m placing <Origin Href="QuoteRef">FUTR.L</Origin> - Part 2

FutureAnnouncement

07/07/2017 07:06

- Part 2: For the preceding part double click  ID:nRSG4195Ka 

actions to
enable it to commit to this 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 Appendix) and
will honour such obligations; 
 
20.       where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for each managed account;
(b) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by the Joint Bookrunners; 
 
21.       undertakes that it (and any person acting on its behalf) will make
payment to the relevant Broker for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other subscribers
or sold as the relevant Broker may in its sole discretion determine and
without liability to such Placee and it will remain liable and will indemnify
the relevant Broker on demand for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be required to
bear the liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the placing or
sale of such Placee's Placing Shares on its behalf; 
 
22.       acknowledges that none of Numis, N+1 Singer any of their affiliates,
or any person acting on behalf of any of them, is making any recommendations
to it, advising it regarding the suitability 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 treated for these purposes as a
client of either Numis or N+1 Singer and that Numis and N+1 Singer do not have
any duties or responsibilities to it for providing the protections afforded to
their 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 their rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right; 
 
23.       undertakes 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, and acknowledges and agrees that neither Numis, N+1 Singer nor
the Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company, Numis and N+1 Singer  in
respect of the same on the basis that the Depositary Interests representing
Placing Shares will be credited to the CREST stock account of the relevant
Broker who will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions; 
 
24.       acknowledges 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
agreement shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter (including
non-contractual matters) 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 Company or Numis 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; 
 
25.       acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix; 
 
26.       agrees that the Company, Numis, N+1 Singer and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Numis on its own behalf, to N+1 Singer on its own behalf, and on behalf of
the Company, and are irrevocable and are irrevocably authorised to produce
this Announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby; 
 
27.       agrees to indemnify on an after-tax basis and hold the Company,
Numis, N+1 Singer and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach 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; 
 
28.       acknowledges that no action has been or will be taken by any of the
Company, Numis, N+1 Singer or any person acting on behalf of the Company,
Numis or N+1 Singer 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; 
 
29.       acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing and that it has relied upon its own examination
and due diligence of the Company and its associates taken as a whole, and the
terms of the Placing, including the merits and risks involved; 
 
30.       acknowledges that its commitment to subscribe for Placing Shares on
the terms set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the terms 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 conduct of the
Placing; 
 
31.       acknowledges that Numis, N+1 Singer or any of their affiliates
acting as an investor for their own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection with the
Placing; 
 
32.       represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
33.       to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement including this Appendix. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis, N+1 Singer and the Company and are
irrevocable and shall not be capable of termination in any circumstances. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company, Numis nor N+1 Singer will be
responsible, and the 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, Numis and N+1 Singer in the
event that any of the Company, Numis or N+1 Singer has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify Numis and N+1 Singer
accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Numis and N+1 Singer do not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis and N+1 Singer (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. 
 
When a Placee or person acting on behalf of the Placee is dealing with the
Brokers, any money held in an account with the relevant Broker on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Brokers'
money in accordance with the client money rules and will be used by the
relevant Broker in the course of its own business and the Placee will rank
only as a general creditor of the relevant Broker. 
 
All times and dates in this Announcement may be subject to amendment. The
Brokers shall notify the Placees and any person acting on behalf of the
Placees of any changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
DEFINITIONS 
 
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement: 
 
'Acquisition Agreement' means the conditional acquisition agreement dated 7
July 2017 and entered into between the Company, Future Publishing Limited and
Centaur Media plc; 
 
'Admission' means admission to trading on the standard listing segment of the
Official List of all of the Placing Shares becoming effective in accordance
with the Listing Rules; 
 
'Affiliate' means a person directly, or indirectly through one or more
intermediaries, controlling, controlled by or under common control with the
specified person; 
 
'Announcement' means this announcement (including the appendix to this
announcement); 
 
'CAGR' means compound annual growth rate; 
 
'Company' means Future plc, registered in England and Wales under company
registration number 3757874, the registered office of which is at Quay House,
The Ambury, Bath BA1 1UA; 
 
'CREST' means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the Operator (as defined in
the CREST Regulations); 
 
'CRESTRegulations' means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time; 
 
'Directors' or 'Board' means the directors of the Company as at the date of
this Announcement; 
 
'Existing Ordinary Shares' means the existing Ordinary Shares currently in
issue; 
 
'FCA' means the Financial Conduct Authority of the United Kingdom; 
 
'FSMA' means the Financial Services and Markets Act 2000 (as amended); 
 
'Joint Bookrunners' means Numis and N+1 Singer, and Broker shall be construed
accordingly; 
 
'ListingRules' or 'LR' means the listing rules made by the UKLA in accordance
with section 73A (2) of part VI of FSMA relating to admission to the Official
List (as these rules may be amended from time to time); 
 
'London Stock Exchange' means London Stock Exchange plc; 
 
'Numis' means Numis Securities Limited, registered in England and Wales with
number 2285918, the registered office of which is at The London Stock Exchange
Building, 10 Paternoster Square, London EC4M 7LT; 
 
'N+1 Singer' means Nplus1 Advisory LLP, registered in England and Wales under
registration number OC364131), the registered office of which is at 1
Bartholomew Lane, London EC2N 2AX; 
 
'OfficialList' means the official list maintained by the UKLA pursuant to part
VI of the FSMA; 
 
'Ordinary Shares' means the ordinary shares of 15p each in the capital of the
Company and Ordinary Share shall be construed accordingly; 
 
'Placee' means the persons who are to subscribe, subject to the Conditions,
for Placing Shares pursuant to the Placing on the terms and conditions
incorporated into this Announcement (including the Appendix); 
 
'PlacingPrice' means 250 pence per Placing Share; 
 
'Proposals' means the Placing, the Acquisition and Admission; 
 
'Placing' means the conditional placing of the Placing Shares in accordance
with the Placing Agreement in order to raise £22 million pounds on behalf of
the Company; 
 
'PlacingAgreement' means the placing agreement dated 7 July 2017 between the
Company, Numis and N+1 Singer in respect of the Placing; 
 
'PlacingShares' means 8,800,000 new Ordinary Shares; 
 
'Prospectus' means the prospectus relating to the Company in connection with
the Company and prepared in accordance with the Prospectus Rules; 
 
'ProspectusDirective' means the Directive of the European Parliament and of
the Council of the European Union 2003/71/EC; 
 
'Prospectus Rules' means the rules made by the FCA under Part VI FSMA in
relation to offers of transferable securities to the public and admission of
transferable securities to trading on a regulated market (as amended from time
to time); 
 
'RegulatoryNewsService' means the electronic information dissemination service
operated by the London Stock Exchange's Company Announcements Office, or any
alternative "PIP service" (primary information provider service) which the
Company has selected for the purposes of making regulatory announcements; 
 
'SecuritiesAct' means the US Securities Act of 1933, as amended; 
 
'Shareholders' means any holder of Ordinary Shares from time to time; 
 
'SpecifiedEvent' means an event, matter or circumstance which arises on or
after the date of this Announcement and prior to Admission which would, if the
warranties given by the Company to the Bookrunners had been repeated at such
time by reference to the circumstances then existing, have rendered any of
such warranties untrue or inaccurate in any material respect or misleading; 
 
'UnitedKingdom' or 'UK' means the United Kingdom of Great Britain and Northern
Ireland; and 
 
'UnitedStates' or 'US' means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia. 
 
This information is provided by RNS
The company news service from the London Stock Exchange