REG - H&T Group PLC - Proposed Capital Raise of up to £16.9m
29/09/2022 16:45
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RNS Number : 2279B H&T Group PLC 29 September 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT INFORMATION SECTION
AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
H&T GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF H&T GROUP PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
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INSIDE INFORMATION.
29 September 2022
H&T Group PLC ("H&T" or the "Group")
Proposed Capital Raise of up to £16.9m
Retail offer via PrimaryBid
H&T Group PLC, the UK's largest pawnbroker and a leading retailer of high
quality new and pre-owned jewellery and watches, is pleased to announce its
intention to raise gross proceeds of up to £16.9 million by means of a
placing of new ordinary shares of 5p each ("Ordinary Shares") with
institutional investors (the "Placing") and an offer of new Ordinary Shares to
retail investors via the PrimaryBid platform (the "Retail Offer") (together
the "Capital Raise"). The Capital Raise is to fund further growth in its
pledge book and an expansion of the store estate given encouraging market
conditions.
Highlights
· The Company is continuing to experience strong growth across the
business, with August a record month for pledge lending and consistently
strong retail sales throughout the summer
· Capital Raise of up to £16.9m with Placing of new Ordinary
Shares ("Placing Shares") to be conducted via an accelerated bookbuild
process.
o Issue price of 425p per share
o The Placing Shares will rank pari passu with the existing H&T ordinary
shares
· Retail Offer through PrimaryBid platform
· Proceeds of the Placing and Retail Offer to be used for certain
expansion opportunities, including:
o Growing the pledge book given strong demand
o Funding the expansion of the store estate through the opening of up to a
further 20 new stores in 2023
· Certain directors and senior management of the Company intend to
subscribe for in aggregate 54,500 Placing Shares at the Issue Price
· The Placing (including any director subscriptions) and the Retail
Offer will be effected pursuant to the Company's existing shareholder
authorities
The Company is experiencing strong pledge book demand and has experienced a
growing pledge book month on month for the last year. The pledge book has
grown to £89.6m as at 31 August 2022 from £50.2m on 30 June 2021.
The Directors believe that the strong demand is a consequence of two main
factors. First, a reduction in the number of lenders offering small-sum
short-term credit and second, the squeeze on disposable incomes as a
consequence of rising inflation. This demand is not expected to abate in the
short to medium term.
The retail division has had consistently strong sales through the summer. The
market for pre-owned jewellery and watches remains an attractive growth
segment of the overall jewellery market. Store presence is critical to support
growth of the pledge book and footfall supports revenue from ancillary
products, particularly retail sales. The Company is therefore seeking to
expand its geographical coverage through the opening of up to a further 20 new
stores in 2023 to support further growth.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of Shore Capital and the Company.
It is currently envisaged that the result of the Placing will be announced
tomorrow, Friday, 30 September 2022 at 7 a.m.
In addition to the Placing, the Company is offering retail investors the
opportunity to participate via the PrimaryBid platform (the "Retail Offer"),
with preference likely to be given to existing shareholders. A separate
announcement will be made by the Company shortly regarding the Retail Offer.
Shore Capital is acting as sole bookrunner and sole broker in connection with
the Placing.
Enquiries
H&T Group plc +44(0)20 8225 2700
Chris Gillespie, Chief Executive
Diane Giddy, Chief Financial Officer
Shore Capital (Nominated Advisor and Broker) +44(0)20 7408 4090
Stephane Auton/Iain Sexton (Corporate Advisory)
Guy Wiehahn/Chloe Booker-Triolo (Corporate Broking)
Alma PR (Public Relations) +44(0)20 3405 0205
Sam Modlin handt@almapr.co.uk
Andy Bryant
Lily Soares Smith
PROPOSED CAPITAL RAISE OF UP TO £16.9m
Rationale for the Capital Raise and use of proceeds
The Company is experiencing strong pledge book demand and has experienced a
growing pledge book month on month for the last year. The pledge book has
grown to £89.6m as at 31 August 2022 from £50.2m on 30 June 2021.
The Directors believe that the strong demand is as a consequence of two main
factors. First, a reduction in the number of lenders offering small-sum
short-term credit, and second, the squeeze on disposable incomes as a
consequence of rising inflation. This demand is not expected to abate in the
short to medium term.
The retail division has had consistently strong sales through the summer. The
market for pre-owned jewellery and watches remains an attractive growth
segment of the overall jewellery market. Store presence is critical to support
growth of the pledge book and footfall supports revenue from ancillary
products, particularly retail sales. The Company is therefore seeking to
expand its geographical coverage through the opening of up to a further 20 new
stores in 2023 to support further growth.
Accordingly, the Company is seeking to raise gross proceeds of up to £16.9
million, by means of the Capital Raise to take advantage of the opportunities
the business faces. The Directors intend to extend their debt facilities in
the future in anticipation of further growth, over and above the level that
can be financed with the equity raised in the Capital Raise. The business
intends to target a sustainable ROE in the mid teens through the cycle. The
deployment of the capital raised will be accretive to EPS in the financial
year after the Capital Raise and the capital raised will generate returns
above its cost of capital. The Capital Raise will not impact the existing
progressive dividend policy of the Company.
Pawnbroking; helping customers manage their finances
The Company believes that customers are pledging items they own to fund their
short-term liquidity requirements as a consequence of the withdrawal of
alternative credit providers, that have historically provided small-sum
short-term loans, and because of the impact of inflation upon disposable
incomes.
Importantly, a pawnbroking loan requires the pledging of an item and is not
the same as a customer seeking a loan product from a traditional provider of
credit. H&T does not have any recourse to the customer, only to the
underlying item pledged against the pawnbroking loan. In the event that the
pawnbroking loan is not repaid, and the pledge item is not collected by the
customer, the item is sent to auction. If the item is sold at auction and if
the proceeds are more than the value of the loan, the surplus (less auction
expenses) will be remitted to the customer. H&T works closely with
customers experiencing financial difficulties and will support them if the
right outcome is that they retain their items rather than them being
forfeited. It is unlikely that the item will be sold at a loss for H&T as
the typical LTV of a loan is circa 65%. If the item is not sold at auction, it
will be returned to H&T who will then assess if the item is suitable
retail stock. If not, the item will be scrapped.
The Company is investing modestly in raising the profile of the business in
order to increase awareness of pawnbroking as a responsible product option for
those customers who are seeking to borrow a small-sum over a short term and
possess suitable items against which H&T can provide a pawnbroking loan.
Given the rising inflationary environment coupled with the reduction in the
number of lenders offering small-sum short-term credit, the Company believes
the unaddressed market is significant and that the demand is not temporary
given the structural withdrawal of short-term credit in the marketplace.
The importance of Geographical Coverage
A targeted store presence is essential for developing the profile within the
communities that the Company serves. Pawnbroking is a relationship based
product. Stores also support online retail fulfilment and other product
offerings. Currently the Company has regional gaps in its store coverage,
including Wales and the West, the North West, Lincolnshire and the East. There
is also opportunity for further density in London along with other key towns
and cities where H&T already has a presence.
All store openings are assessed based upon the core pawnbroking and retail
opportunity, utilising experience and local knowledge supported by independent
data, and internal hurdle rates which are above the cost of capital. Stores
acquired since 2019 are typically growing at a faster pace than the core
estate.
The typical investment required for a new store, including shop fitting and
inventory, is on average less than £300k with breakeven typically expected by
year two. The investment in new stores will be depreciated in line with
current accounting policies. There is the potential for new stores to reach
profitability faster given identified regional demographics, local competitive
landscape and optimised store layout and look.
The Company is targeting the opening of up to 20 additional stores in 2023.
The Board considers this rate of expansion to be at a controlled, manageable
pace enabling the Company to maintain its focus on customer service,
profitability and returns.
Use of proceeds
Proceeds of the Placing and Retail Offer are to be used for certain expansion
opportunities, including:
· Growing the pledge book given strong demand
· Funding the expansion of the store estate through the opening of
up to a further 20 new stores in 2023
Current Trading
The Board expects to deliver 2022 results in line with market expectations. In
pawnbroking, demand has continued to build and August was a record month for
pledge lending At the end of August the pledge book stood at £86.9m. Retail
sales have remained consistently strong through the summer with sales of new
items representing 18% of total sales. Gold purchasing has remained buoyant
with the high sterling gold price continuing to support scrap margins. The
return of overseas travel, particularly over the summer, continues to drive
growth in FX, with revenues maintained at double the levels of 2021.
The Placing
The Company is proposing to raise gross proceeds of up to £16.9 million
through a placing with institutional investors (the "Placing") of new Ordinary
Shares (the "Placing Shares") and an offer of new Ordinary Shares to retail
investors via the PrimaryBid platform (the "Retail Shares"). It is intended
that up to approximately 4.0m new Ordinary Shares will be issued pursuant to
the Capital Raise at a price of 425 pence per share ("Issue Price"), pursuant
to shareholder authority granted at the Company's last AGM. The Issue Price
represents a discount of 4.3 per cent. To the closing price of the Company's
shares the day before the announcement of the Placing.
Certain Directors (including Chris Gillespie and Diane Giddy) of the Company
intend to subscribe for in aggregate 54,500 Placing Shares at the Issue Price.
Shore Capital is acting as sole bookrunner and sole broker in connection with
the Placing.
The total number of new Ordinary Shares to be issued pursuant to the Placing
and the Retail Offer together shall not exceed 3,986,407 Ordinary Shares,
representing approximately 9.9% of the Company's existing issued Ordinary
Share capital. The Placing does not require shareholder approval as it is
within the Company's existing authorities approved by shareholders at its most
recent AGM. The Placing will be non-pre-emptive and will be conducted by way
of a Bookbuilding Process, which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out in the
Appendix below. The closing of the Bookbuild and allocations are at the
absolute discretion of Shore Capital and the Company.
The Placing is conditional, inter alia, upon admission of the Placing Shares
to trading on AIM ("Admission"). Application has been made to the London Stock
Exchange for the Placing Shares to be admitted to trading on AIM. It is
expected that Admission of the Placing Shares will occur on or around Tuesday,
4 October at 8.00am. Admission is subject to the placing agreement becoming
unconditional in all respects (save only for Admission) and not being
terminated in accordance with its terms.
The Placing Shares issued pursuant to the Placing will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing ordinary shares in H&T, including the right to receive all
dividends and other distributions declared after their date of issue. For the
avoidance of doubt, the Placing Shares will not be eligible for the Company's
interim dividend for the six month period ending 30 June 2022, which will be
paid on 7 October 2022 to shareholders who were on the share register at the
close of business on 9 September 2022.
Expected Timetable
Opening of book Thursday, 29 September 2022 at 4.45 p.m.
Result of the Placing announced Friday, 30 September 2022 at 7.00 a.m.
Admission of the Placing Shares Tuesday, 4 October 2022 at 8.00 a.m.
Each of the times and dates above refer to London time and are subject to
change by the Company. Any such change will be notified to shareholders by an
announcement on a Regulatory Information Service.
In addition to the Placing, new Ordinary Shares are being offered to retail
investors via the PrimaryBid platform (the "Retail Offer"), with preference
given to existing shareholders.. A separate announcement will be made by the
Company shortly regarding the Retail Offer.
IMPORTANT INFORMATION
Shore Capital and Corporate Limited, which is authorised and regulated by the
Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
nominated adviser and Shore Capital Stockbrokers Limited, which is also
authorised and regulated by the FCA in the United Kingdom, is acting as sole
bookrunner and sole broker in connection with the Placing (Shore Capital and
Corporate Limited and Shore Capital Stockbrokers Limited together being "Shore
Capital").
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 Shore Capital or by 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 interested party or its advisers, and any liability
therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended or qualified for sale under the laws of any state of
the United States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa or Japan and, subject to certain exceptions, may
not be offered or sold in the United States or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S under the
United States Securities Act of 1933) or to any national, resident or citizen
of Canada, Australia, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
Announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia, the Republic of South Africa, Japan or any
other jurisdiction where the extension or availability of the Placing would
breach any applicable law (together the "Restricted Jurisdictions" and each
being a "Restricted Jurisdiction"). Shareholders with registered addresses, or
who are citizens or residents of, or incorporated in, countries outside of the
United Kingdom and any person (including, without limitation, nominees and
trustees), who have a contractual or other legal obligation to forward this
Announcement to a jurisdiction outside the UK should seek appropriate advice
before taking any action.
This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company and its subsidiary
undertakings to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
Company's present and future business strategies and the environment in which
the Company will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies governing the admission to
and operation of AIM published by the London Stock Exchange as amended from
time to time (the "AIM Rules").
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
Shore Capital will not be responsible to any person other than the Company for
providing the protections afforded to clients of Shore Capital or for
providing advice to any other person in connection with the Placing or any
acquisition of shares in the Company. Shore Capital is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Shore Capital has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by Shore
Capital for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.
The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.
The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on the terms and
subject to the conditions set out in this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix.
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.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF
IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS
RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK
QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made solely outside the United States to persons
in offshore transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons receiving
this Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction. This announcement and the information contained
herein are not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Shore Capital and Corporate Limited,
Shore Capital Stockbrokers Limited, or any SCS Affiliates or H&T
Affiliates (as defined below) that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons receiving this Announcement are required 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 UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus. The Placing Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission or 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. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained 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 offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan, or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
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.
Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of H&T have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons needing advice
should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.
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.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with Shore Capital
and Corporate Limited, ("SCC") (the Company's Nominated Adviser) and Shore
Capital Stockbrokers Limited ("SCS") (the Company's sole broker and bookrunner
in connection with the Placing) (the "Placing Agreement") (SCC, together
with SCS comprising "Shore Capital"). Pursuant to the Placing Agreement, Shore
Capital has, subject to the terms and conditions set out therein, agreed to
use reasonable endeavours, as agent of the Company, to procure subscribers for
the Placing Shares pursuant to the Bookbuilding Process described in this
Announcement and as set out in the Placing Agreement.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of H&T then in issue, including the right
to receive all dividends and other distributions declared, made or paid in
respect of the ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM. Subject to the satisfaction or waiver of the conditions
of the Placing Agreement ("Conditions"), it is expected that Admission will
take place and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 4 October 2022.
Bookbuilding Process
Commencing today, Shore Capital will be conducting the Bookbuilding Process
to determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. However, Shore Capital will be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as
it may, after consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the Placing or
subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Shore
Capital. Shore Capital and SCS Affiliates are entitled to participate as
Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 7.00 a.m. on 30 September 2022, but may be closed at
such earlier or later time as Shore Capital may, in its absolute discretion
(after consultation with the Company), determine. The announcement containing
the results of the Bookbuild will be released following the close of the
Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee on behalf of which it
is made and, except with Shore Capital's consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Shore Capital.
Each bid should either state the number of Placing Shares which the
prospective Placee wishes to subscribe for or a fixed monetary amount at, in
either case, the Issue Price. If successful, Shore Capital will re-contact
and confirm orally to Placees following the close of the Bookbuilding Process
the size of their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. Shore Capital's oral confirmation
of the size of allocations and each Placee's oral commitments to accept the
same will constitute an irrevocable legally binding agreement in favour of the
Company and Shore Capital pursuant to which each such Placee will be required
to accept the number of Placing Shares allocated to the Placee at the Issue
Price on the terms and subject to the conditions set out herein and in
accordance with the Articles. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by Shore Capital. The
terms of this Appendix will be deemed incorporated in that trade confirmation.
Shore Capital reserves the right to scale back the number of Placing Shares to
be subscribed by any Placee in the event that the Placing is
oversubscribed. Shore Capital also reserves the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part rather than in
whole. The acceptance and, if applicable, scaling back of offers shall be at
the absolute discretion of Shore Capital and the Company.
Each Placee's obligations will be owed to the Company and to Shore Capital.
Following the oral confirmation referred to above, each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to the
Company and Shore Capital, as agent of the Company, to pay to (or as Shore
Capital may direct) in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of SCS, any holding company of
SCS, any subsidiary of SCS, any subsidiary of any such holding company, any
branch, affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each an "SCS Affiliate")
nor any person acting on their behalf shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, none of Shore Capital, any SCS Affiliate nor any person acting on
their behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Shore Capital may determine.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, Shore Capital will only procure investors who meet the criteria
of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Shore Capital.
All obligations of Shore Capital under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Shore Capital under the Placing Agreement are conditional,
amongst other things, on:
1. the placing results announcement being
released at the relevant time;
2. the warranties on the part of the Company
contained in the Placing Agreement being true and accurate and not misleading
in any material respect on and as of the date of the Placing Agreement and at
all times during the period up to and including Admission;
3. the performance by the Company of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Admission;
4. the obligations of Shore Capital not having
been terminated (as described below under "Right to terminate under the
Placing Agreement"); and
5. Admission occurring not later than 8.00 a.m.
on or around 4 October 2022 or such later time and/or date as Shore Capital
may agree in writing with the Company (but in any event no later than 8.00
a.m. on 31 October 2022).
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Shore Capital), or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof. None of Shore Capital, the Company, any SCS Affiliate, nor
any holding company of the Company, any subsidiary of the Company, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors,
officers and employees (each a "H&T Affiliate") shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that Shore Capital's
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Shore Capital may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect if, amongst
other things:
1. any statement contained in the marketing
presentation or any announcement relating to the Placing is, or has become, or
has been discovered to be untrue, incorrect or misleading in any material
respect;
2. any of the warranties, was, when given, or
becomes, untrue, inaccurate or misleading in all material respects;
3. the Company has materially breached the
Placing Agreement;
4. trading in the Company's shares on AIM is
suspended or threatened with suspension;
5. there has occurred any material adverse
change affecting the operations, properties, condition (financial or other),
trading position or prospects or results of operations or general affairs of
the Company and its subsidiaries; or
6. in the option of Shore Capital (acting in
good faith), there has been, (i) a material event, action, state, condition or
major financial occurrence of national or international consequence, (ii) a
material change in law or regulation which has a direct and material effect on
the business or operations of the Group; (iii) a material change in national
or international financial, political, economic or stock market conditions
(primary or secondary), including any material change in the market for the
Placing Shares; (iv) an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity or crisis;
(v) if any inquiry, investigation or other proceeding (whether formal or
informal) is commenced, threatened or announced or any order or ruling is
issued by any officer of any stock exchange, market or regulatory authority in
the United Kingdom or elsewhere or under or pursuant to any statute of the
United Kingdom or elsewhere or there is any change of law or the
interpretation of administration thereof by a stock exchange, market or
regulatory authority, which in the reasonable opinion of Shore Capital,
operates to prevent or materially restrict the trading of the Company's
ordinary shares or the distribution of the Placing Shares; or (vi) any
material change in currency exchange rates or exchange controls or a
disruption of settlement systems or a material disruption or general
moratorium in commercial banking.
By participating in the Placing, each Placee agrees with Shore Capital that
the exercise by Shore Capital of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of Shore
Capital and that Shore Capital need not make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, neither the
Company, Shore Capital, any SCS Affiliate nor any H&T Affiliate shall
have any liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. In the
United Kingdom, this Announcement is being directed solely at and distributed
and communicated solely to persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to Shore Capital and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of Shore Capital (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any SCS Affiliate, any persons acting on its
or their behalf or the Company or any SCS Affiliate and none of Shore
Capital, any SCS Affiliate, any persons acting on their behalf, the Company,
any H&T Affiliate nor any persons acting on their behalf will be liable
for the decision of any Placee to participate in the Placing based on any
other information, representation, warranty or statement which the Placee 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 to
and agrees with Shore Capital for itself and as agent for the Company that,
except in relation to the information contained in this Announcement, it has
relied on its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. Shore Capital reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means as Shore Capital
may deem necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the timetable
set out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 30 September 2022
Settlement Date 4 October 2022
ISIN Code GB00B12RQD06
SEDOL B12RQD0
CREST ID for SCS 601
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to Shore Capital and
settlement instructions. Placees should settle against the SCS CREST ID shown
above. It is expected that such trade confirmation will be despatched on the
expected trade date shown above. 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 which it has
in place with Shore Capital.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Shore Capital.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the base rate of Barclays Bank Plc as determined by Shore Capital.
Each Placee is deemed to agree that if it does not comply with these
obligations, Shore Capital may sell any or all of the Placing Shares allocated
to the Placee on such Placee's behalf and retain from the proceeds, for Shore
Capital's own account and profit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The Placee will, however, remain liable
for any shortfall below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Shore Capital nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
undertakes, acknowledges, understands and agrees (for itself and for any such
prospective Placee) in favour of Shore Capital and the Company that (save
where Shore Capital expressly agrees in writing to the contrary):
1. it has read and understood this Announcement
in its entirety (including this Appendix) and acknowledges that its
participation in the Placing and the issue of the Placing Shares will be
governed by the terms of this Announcement (including this Appendix);
2. no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in connection with
the Bookbuilding Process, the Placing or the Placing Shares or is required
under the EU Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold
harmless each of the Company, Shore Capital, SCS Affiliates and H&T
Affiliates and any person acting on their behalf from any and all costs,
losses, 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 Announcement
and further agrees that the provisions of this Announcement shall survive
after completion of the Placing;
4. the Placing Shares will be admitted to AIM
and the Company is therefore required to publish and has published certain
business and financial information in accordance with the AIM Rules and the
UK version of the Market Abuse Regulation (EU 596/2014) which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and
other applicable laws and regulations (the "Exchange Information"), which
includes the Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of and has reviewed the
contents of the Exchange Information;
5. none of Shore Capital, any SCS Affiliate or
any person acting on their behalf has provided, and will not provide, it with
any material or information regarding the Placing Shares or the Company; nor
has it requested any of Shore Capital, nor any SCS Affiliate nor any person
acting on their behalf to provide it with any such material or information;
6. (i) none of Shore Capital or any SCS
Affiliate 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 a
client of Shore Capital and that Shore Capital does not have any duties or
responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right, and (ii) neither it nor, as the case may be, its
clients expect Shore Capital to have any duties or responsibilities to it
similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that Shore Capital is not acting for it or its
clients, and that Shore Capital will not be responsible to any person other
than the Company for providing protections afforded to its clients;
7. the content of this Announcement is
exclusively the responsibility of the Company and that none of Shore Capital,
nor any SCS Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company and none of Shore Capital, nor any SCS Affiliate nor any person acting
on their behalf will be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement 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 to subscribe for the Placing Shares is
contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the Placing Shares
and the Company in connection with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation that Shore
Capital, any SCS Affiliate or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied, with respect
thereto;
8. it 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 is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing Shares,
including all tax, legal and other economic considerations and has relied upon
its own examination of, and due diligence on, the Company, and the terms of
the Placing, including the merits and risks involved;
9. unless paragraph 10 applies, it has neither
received nor relied on any inside information for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the
Company or its participation in the Placing;
10. if it has received any inside information (for
the purpose of UK MAR and section 56 of the CJA) in relation to the Company
and its securities in advance of the Placing, it has consented to receive
inside information for the purposes of UK MAR and the CJA and it acknowledges
that it was an insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a) dealt (or
attempted to deal) in the securities of the Company (or cancelled or amended
an order in relation thereto); (b) encouraged, recommended or induced another
person to deal in the securities of the Company (or to cancel or amend an
order in relation thereto); and (c) unlawfully disclosed inside information to
any person, in each case, prior to the information being made publicly
available;
11. it is not entitled to rely on any information
(including, without limitation, any information contained in any management
presentation given in relation to the Placing) other than that contained in
this Announcement (including this Appendix) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to
the Company contained in any research reports prepared by Shore Capital or any
SCS Affiliate or any person acting on their behalf and understands that (i)
none of Shore Capital, nor any SCS Affiliate nor any person acting on their
behalf has or shall have any liability for any public information relating to
the Company; (ii) none of Shore Capital, nor any SCS Affiliate, 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 Announcement or otherwise; and that
(iii) none of Shore Capital, nor any SCS Affiliate, 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;
13. (i) it is entitled to acquire the Placing Shares
for which it is subscribing under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such laws and
regulations and obtained all such governmental and other guarantees and other
consents and authorities (including, without limitation, in the case of a
person acting on behalf of a Placee, all necessary consents and authorities to
agree to the terms set out or referred to in this Appendix) which may be
required or necessary in connection with its subscription for Placing Shares
and its participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) it has all necessary capacity and
authority to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the Placing in any
territory; and (v) it has not taken any action which will or may result in the
Company, Shore Capital or any SCS Affiliate or H&T Affiliate or any person
acting on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
14. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that 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 and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;
16. its acquisition of the Placing Shares has been
or will be made in an "offshore transaction" as defined in and pursuant to
Regulation S;
17. it will not offer or sell, directly or
indirectly, any of the Placing Shares in the United States except in
accordance with Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
18. if it is a financial intermediary, as that term
is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
the United Kingdom or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the prior
consent of Shore Capital has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the UK Prospectus Regulation as having been made to
such persons;
19. if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in
any member state of the EEA or to which the EU Prospectus Regulation otherwise
applies other than EU Qualified Investors or in circumstances in which the
prior consent of Shore Capital has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
20. it has not offered or sold and will not offer or
sell any Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. 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 FSMA) relating to the Placing Shares in circumstances in
which it is permitted to do so pursuant to section 21 of FSMA and agrees that
this Announcement has not been approved by Shore Capital in its capacity as an
authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as
financial promotion by an authorised person;
22. it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under
the CJA and UK MAR; (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully comply,
with all such laws (including where applicable, the Criminal Justice Act 1988,
the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations ((i), (ii), (a)
and (b), together, the "Regulations") and rules and guidance on anti-money
laundering produced by the Financial Conduct Authority ("FCA") and, if it is
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; and it is permitted to subscribe for Placing
Shares in accordance with the laws of all relevant jurisdictions which apply
to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High
Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it
is a UK Qualified Investor and (d) it is a person to whom this Announcement
may otherwise lawfully be communicated;
25. if it is within a Relevant State, it is an EU
Qualified Investor;
26. its participation in the Placing would not give
rise to an offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
27. it (and any person acting on its behalf) has the
funds to pay for the Placing Shares for which it has agree to subscribe and it
will pay for the Placing Shares acquired by it in accordance with this
Announcement and with any trade confirmation sent by Shore Capital (or on its
behalf) to it in respect of its allocation of Placing Shares and its
participation in the Placing 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 Shore Capital may, in its
absolute discretion, determine and it will 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;
28. none of Shore Capital, nor any SCS Affiliate nor
any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of Shore
Capital, nor any SCS Affiliate nor any person acting on their behalf has any
duties or responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise or
performance of any of Shore Capital's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;
29. (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee or (b) the
Placee's nominee, as the case may be, (ii) neither Shore Capital 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 and (iii) the
Placee and any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be allotted to the CREST
stock account of SCS which will hold them as settlement agent as nominee for
the Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
30. any agreements entered into by it pursuant to
these terms and conditions, and any non-contractual obligations arising out of
or in connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
31. it irrevocably appoints any director of SCS 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;
32. it is not a resident of any Restricted
Jurisdiction and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Restricted Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Restricted
Jurisdiction;
33. any person who confirms to Shore Capital on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises Shore Capital to notify the Placee's name to the Company's
registrar, has authority to do so on behalf of the Placee;
34. the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person for whom it
is contracting as agent) free of stamp duty and stamp duty reserve tax depends
on the settlement relating only to an acquisition by it and/or such person
direct from the Company of the Placing Shares in question. Such agreement
assumes 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. If there were any such arrangements, or the
settlement related to other dealing in the Placing Shares, stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor Shore
Capital will be responsible. If this is the case, the Placee should take its
own advice and notify Shore Capital accordingly;
35. 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 stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that it is
not participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
36. when a Placee or any person acting on behalf of
the Placee is dealing with Shore Capital, any money held in an account with
Shore Capital 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
relevant rules and regulations of the FCA. 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 in accordance with
the client money rules and will be used by Shore Capital in the course of its
business; and the Placee will rank only as a general creditor of Shore Capital
(as the case may be);
37. in order to ensure compliance with the Criminal
Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism
Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017,
and, to the extent applicable, any related or similar rules, regulations of
any body having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA, Shore Capital (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to Shore Capital
or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
Shore Capital's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at Shore Capital's
or the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identity Shore
Capital (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, Shore Capital
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
38. the Company, Shore Capital, and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
39. the basis of allocation will be determined by
Shore Capital and the Company at their absolute discretion and that the right
is reserved to reject in whole or in part and/or scale back any participation
in the Placing;
40. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
41. irrevocably authorises the Company and Shore
Capital to produce this Announcement pursuant to, in connection with, or a may
be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
42. its commitment to subscribe for Placing Shares
on the terms set out herein 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;
43. time is of the essence as regards its
obligations under this Appendix;
44. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Shore Capital;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and
all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares pursuant to
the Placing will be governed by and construed in accordance with the laws of
England and Wales and it submits to the exclusive jurisdiction of the courts
of England and Wales in relation to 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 Company or Shore Capital 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.
47. it is acting as principal only in respect of the
Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and it has full
power and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts; and
48. its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it in any
circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and Shore Capital (for
their own benefit and, where relevant, the benefit of any SCS Affiliate or
H&T Affiliate and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Shore Capital, any SCS Affiliate,
any H&T Affiliate, or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, loss, charge or expense which
it may suffer or incur by reason of or arising from or in connection with the
performance of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Shore Capital
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 stamp duty or stamp duty reserve tax undertakes to pay such
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Shore Capital in the
event that any of the Company or any H&T Affiliate or Shore Capital or
any SCS Affiliate has incurred any such liability to stamp duty or stamp duty
reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, 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 acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. Shore
Capital shall notify the Placees and any person acting on behalf of the
Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Shore Capital does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each of SCS and SCC, which are authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a recipient
of this document) as a client in relation to the Placing or Admission and will
not be responsible to anyone other than H&T for providing the protections
afforded to clients of Shore Capital or for affording advice in relation to
the Placing or Admission, or any other matters referred to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that Shore Capital or any SCS Affiliate may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
The rights and remedies of Shore Capital 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 or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to Shore Capital
and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and
3. such other "know your client" information as
Shore Capital may reasonably request.
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, and persons
needing advice should consult an independent financial adviser.
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