REG-Halfords Group PLC Halfords Group PLC: Proposed Fundraise to raise up to c.£64 million to part fund the Acquisition of National
01/12/2021 16:40
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Halfords Group PLC (HFD)
Halfords Group PLC: Proposed Fundraise to raise up to c.£64 million to
part fund the Acquisition of National
01-Dec-2021 / 16:36 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information for the purposes of Article
7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018
1 December 2021
Halfords Group PLC
("Halfords" or the "Company" and together with its subsidiaries, the
"Group")
Proposed Fundraise to raise up to c.£64 million to part fund the
Acquisition of National
Halfords, the UK's largest provider of Motoring and Cycling products and
services, today announces its intention to conduct a placing of new
ordinary shares of one penny each in the capital of the Company ("Ordinary
Shares") (the "Placing Shares") (the "Placing").
In conjunction with the Placing, certain directors of the Company also
intend to subscribe for new Ordinary Shares in the Company (the
"Management Subscription Shares") at the Offer Price (as defined below)
(the "Management Subscription"). The total contributed by directors of the
Company (the "Directors") in the Management Subscription is expected to be
£125k.
In addition to the Placing and the Management Subscription, there will be
an offer made by the Company on the PrimaryBid platform of new Ordinary
Shares (the "Retail Shares") at the Offer Price (the "Retail Offer"), to
provide retail investors with an opportunity to participate in the equity
fundraise. A separate announcement will be made regarding the Retail Offer
and its terms.
It is intended that the Placing, Management Subscription and Retail Offer
(together, the "Fundraise") will result in the Company raising total gross
proceeds of up to c.£64 million. The total number of Placing Shares,
Management Subscription Shares and Retail Shares are expected to represent
up to approximately 9.9 per cent of the Company's existing issued share
capital.
The Placing, which is being conducted by way of an accelerated bookbuild
(the "Bookbuild"), will be launched immediately following release of this
announcement. Investec Bank plc ("Investec") and Peel Hunt LLP ("Peel
Hunt" and together with Investec, the "Banks") are acting as Joint Global
Co-ordinators and Bookrunners in respect of the Placing. The number of
Placing Shares and the price at which the Placing Shares are to be placed
(the "Offer Price") will be agreed by the Banks and Halfords following the
close of the Bookbuild.
The Placing is subject to the terms and conditions set out in Appendix 1
to this announcement (this announcement together with the Appendices being
the "Announcement"). The Management Subscription Shares will be subscribed
for on the basis agreed pursuant to subscription letters with the Company,
and the Retail Shares will be subscribed for on the basis of the terms and
conditions of the Retail Offer, rather than pursuant to the terms and
conditions of the Placing contained in Appendix 1 to this Announcement.
Reasons for the Fundraise
The Company has agreed to acquire Axle Group Holdings Ltd ("National"), a
well-established business in the tyre and automotive servicing,
maintenance and repair ("SMR") market, on a cash free, debt free basis,
for total consideration of £62 million, subject to adjustment for
normalised working capital (the "Acquisition"), as announced separately
this afternoon (the "Acquisition Announcement"). The Acquisition
consideration will be paid fully in cash on the date of completion, which
is expected to be 9 December 2021. In order to deliver the significant
synergies associated with the Acquisition, Halfords expects to further
invest c.£17 million on associated capital expenditure and c.£2 million on
integration costs.
The Directors believe the Acquisition is both strategically and
financially compelling. Further details on the Acquisition can be found in
the Acquisition Announcement, including the strategic and financial
rationale. This Announcement should be read in conjunction with the
Acquisition Announcement.
Following completion of the Fundraise, the Company will use the net
proceeds of the Fundraise to part fund the Acquisition. Going forward, the
Company believe it is appropriate to operate with lower financial leverage
targets than previously communicated, with the Group now targeting a
post-IFRS 16 Net Debt / EBITDA ratio of no greater than 1.8x (moving to
2.3x for M&A) (0.0x to 0.8x for M&A on a pre-IFRS 16 basis). Aside from
the Acquisition, the Placing allows the Company to maintain balance sheet
flexibility for potential future cash outflows, including: an inventory
rebuild once supply chain challenges have subsided; ongoing
strong-returning capex investment focused on Motoring Services; and
further M&A opportunities in Motoring Services.
Appendix 1 to this Announcement sets out further information relating to
the Bookbuild and the terms and conditions of the Placing.
Structure of Fundraise and shareholder consultation
Halfords acknowledges that it is seeking to issue new Ordinary Shares
amounting up to approximately 9.9% of its existing issued ordinary share
capital on a non-pre-emptive basis. Members of the Board have consulted
with the Company's major institutional shareholders ahead of the release
of this Announcement. These shareholders are supportive of the proposed
structure, which has been chosen to minimise costs, time to completion and
use of management time, and which the Directors believe is the most
appropriate structure to deliver financing for the Acquisition.
In addition, the Board has also considered the effect of the Fundraise on
its retail shareholders and therefore determined to make available the
Retail Offer to provide retail shareholders with the opportunity to take
part in the Fundraise. The Board's unanimous view is that the Placing,
Management Subscription and Retail Offer are in the best interests of
shareholders, as well as wider stakeholders in Halfords.
Details of the Placing, Admission and Lock-up
Investec and Peel Hunt will commence the Bookbuild immediately following
the release of this Announcement and it is expected to close as soon as
practicable thereafter.
The Placing is subject to the terms and conditions set out in Appendix 1
to this Announcement. Members of the public are not entitled to
participate in the Placing.
The Placing Shares, the Management Subscription Shares and the Retail
Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing issued Ordinary Shares at that
time. This includes the right to receive all dividends and other
distributions declared or paid in respect of such Ordinary Shares after
the date of issue of the Placing Shares, the Management Subscription
Shares and the Retail Shares.
The number of Placing Shares and the Offer Price will be agreed by the
Banks and Halfords following the close of the Bookbuild. The timing of the
closing of the Bookbuild, pricing and allocations are at the discretion of
the Banks and Halfords. Details of the Offer Price and the number of
Placing Shares, Management Subscription Shares and Retail Shares will be
announced as soon as practicable after the close of the Bookbuild.
Applications have been made for the Placing Shares, Management
Subscription Shares and Retail Shares to be admitted to the premium
listing segment of the Official List of the Financial Conduct Authority
(the "FCA") and to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together
"Admission"). It is expected that settlement for the Placing Shares, the
Retail Offer and the Management Subscription Shares and Admission will
take place at or around 8.00 a.m. (London time) on 6 December 2021 (or, in
any case, such later date as may be agreed between the Company and the
Banks).
The Placing, the Management Subscription and the Retail Offer are
conditional upon, inter alia, Admission becoming effective and the placing
agreement entered into today between the Company and the Banks (the
"Placing Agreement") not being terminated in accordance with its terms.
The Placing Agreement contains customary representations, warranties and
undertakings from the Company in favour of the Banks relating to the Group
and its business. In addition, the Company has agreed to indemnify the
Banks and their affiliates in relation to certain liabilities they may
incur in respect of the Placing. The Banks can terminate the Placing
Agreement at any time prior to Admission in certain customary
circumstances, including in the event of a breach of the Company's
representations and warranties given in the Placing Agreement, the failure
of the Company to comply with its obligations under the Placing Agreement
or the occurrence of a material adverse change.
Pursuant to the Placing Agreement, the Company has agreed to a lock-up
pursuant to which it has undertaken to the Banks that at any time between
the date of the Placing Agreement and 120 days after the date of Admission
it will not, and will procure that no Group company will, without the
prior written consent of the Banks (i) directly or indirectly, issue,
allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to
sell or issue, sell any option or contract to purchase, purchase any
option or contract to sell or issue, grant any option, right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares or interest in Ordinary Shares or any
securities convertible into or exercisable or exchangeable for, or
substantially similar to, Ordinary Shares or any interest in Ordinary
Shares; or (ii) enter into any swap or other transaction or arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of Ordinary Shares, whether any such swap or
transaction described in (i) or (ii) above is to be settled by delivery of
Ordinary Shares or such other securities, in cash or otherwise, subject to
certain customary exceptions.
Appendix 1 to this Announcement sets out further information relating to
the Bookbuild and the terms and conditions of the Placing.
Capitalised words and expression in this Announcement shall the meanings
given in Appendix 2.
Enquiries
Halfords
Loraine Woodhouse, Chief Financial Officer
+44 (0) 7483 457 415
Neil Ferris, Corporate Finance Director
Andy Lynch, Head of Investor Relations
Investec (Joint Global Co-ordinator,
Bookrunner and Broker)
+44 (0) 20 7597 5970
David Flin / Chris Baird / Alex Penney
Peel Hunt (Joint Global Co-ordinator,
Bookrunner and Broker)
George Sellar / Tom Ballard / Andrew Clark +44 (0)20 7418 8900
(Investment Banking)
Jock Maxwell MacDonald / Sohail Akbar (ECM
Syndicate)
Powerscourt (Financial PR)
+44 (0) 20 7250 1446
halfords@powerscourt-group.com
Rob Greening / Nick Hayns
The person responsible for releasing this Announcement is Loraine
Woodhouse, Chief Financial Officer.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY,
THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT
INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of
any offer to issue or sell, or the solicitation of an offer to acquire,
purchase or subscribe for, any securities in the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
No action has been taken by the Company , Investec, Peel Hunt or any of
their respective affiliates, or any person acting on its or their behalf
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Banks to inform
themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission
document has been or will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU
Prospectus Regulation") or Regulation (EU) No 2017/1129 (as amended) as it
forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation")) to be published.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act,
except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or any other jurisdiction of
the United States. Accordingly, the Placing Shares will be offered and
sold only (i) outside of the United States in "offshore transactions" (as
such term is defined in Regulation S under the Securities Act ("Regulation
S")) pursuant to Regulation S and otherwise in accordance with applicable
laws; and (ii) in the United States to persons who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act)
("QIBs") and who have delivered to the Company and the Banks a US Investor
Letter substantially in the form provided to it, in each case, pursuant to
an exemption from, or in a transaction not subject to, registration under
the Securities Act. No public offering of the Securities will be made in
the United States or elsewhere.
The Placing has not been approved, disapproved or recommended by the US
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing,
or the accuracy or adequacy of this presentation. Any representation to
the contrary is a criminal offence in the United States.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
In Canada, the Placing is directed only to purchasers in the provinces of
Canada purchasing, or deemed to be purchasing, as principal that are
"accredited investors", as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are "permitted clients", as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the securities must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
offering memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal adviser.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"), the agents for the Placing are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
In member states of the European Economic Area (the "EEA"), this
Announcement is directed at and is only being distributed to "qualified
investors" within the meaning of Article 2(e) of the EU Prospectus
Regulation ("Qualified Investors"). In the United Kingdom, this
Announcement is directed at and is only being distributed to "qualified
investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO");
or (ii) high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in Article
49(2)(a) to (d) of the FPO; or (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being
"Relevant Persons"). Any investment or investment activity to which this
Announcement relates is available only to (i) in any member state of the
EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant
Persons, and will be engaged in only with such persons. This Announcement
must not be acted on or relied on (i) in any member state of the EEA, by
persons who are not Qualified Investors; and (ii) in the United Kingdom,
by persons who are not Relevant Persons.
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 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,
South Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Australia,
Canada, South Africa, or Japan or any other jurisdiction in which such
activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is
invited to and who chooses to participate in the Placing (each a "Placee")
by making an oral or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained in Appendix 1 to this
Announcement and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in Appendix 1 to
this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial condition,
results of operations and businesses and plans of the Company and its
subsidiaries (the "Group"). Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of
these words and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements. These statements and forecasts involve risk
and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that
could cause actual results or developments to differ materially from those
expressed or implied by these forward-looking statements and forecasts. As
a result, the Group's actual financial condition, results of operations
and business and plans may differ materially from the plans, goals and
expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness
of, and no reliance should be placed on, such forward-looking statements.
No statement in this Announcement is intended to be, nor may it be
construed as, a profit forecast or be relied upon as a guide to future
performance. The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement. The Company, its
directors, the Banks, their respective affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, unless required to
do so by applicable law or regulation, the FCA or the London Stock
Exchange.
Investec Bank plc is authorised by the Prudential Regulation Authority
("PRA") in the United Kingdom and regulated in the United Kingdom by the
PRA and FCA. Investec Europe Limited (trading as Investec Europe) ("IEL"),
acting as agent on behalf of Investec Bank in certain jurisdictions in the
EEA (together Investec Bank plc and IEL hereinafter referred to as
"Investec"), is regulated in Ireland by the Central Bank of Ireland. Peel
Hunt LLP is authorised and regulated in the United Kingdom by the FCA.
Each Bank is acting exclusively for the Company and no one else in
connection with the Placing, the contents of this Announcement and other
matters described in this Announcement. No Bank will regard any other
person as its client in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and no Bank
will be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective clients
or for providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to in this
Announcement.
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 any Bank or by any of its affiliates or any person
acting on their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication
in this Announcement of the price at which ordinary shares have been
bought or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption
under the Prospectus Regulation or the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as
amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor
the content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into or forms part of this
Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if
this Announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter
3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares
have been subject to a product approval process, which has determined that
such Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution through
all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the
purposes of the UK Product Governance Requirements) should note that: the
price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income
and no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; 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.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS
NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE
PLACING SHARES.
• APPENDIX 1
• TERMS AND CONDITIONS OF THE PLACING
◦ IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
• MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION
PURPOSES ONLY AND 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
"FPO"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE FPO; OR
(C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
• THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY
MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN
THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE
OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
• EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES.
• THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US 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,
ACQUIRED, RESOLD, TRANSFERRED, PLEDGED, TAKEN UP, EXERCISED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE
NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED
KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.
• The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence
in the United States.
• This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or acquire securities referred to
herein in any jurisdiction including, without limitation, the United
States or any other Restricted Territory (as defined below) or any
jurisdiction where such offer or solicitation is unlawful.
• This Announcement, and the information contained herein, is not for
release, publication or distribution, directly or indirectly, to
persons in Australia, Canada, Japan or the Republic of South Africa,
the United States or any jurisdiction in which such release,
publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing and/or
the offer or sale of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company or by
Investec Bank plc ("IBP") or Investec Europe Limited (trading as
Investec Europe) ("IEL") acting as agent on behalf of IBP in certain
jurisdictions in the EEA (IBP and IEL together "Investec") and Peel
Hunt LLP ("Peel Hunt" and, together with Investec, the "Banks") or any
of their respective Affiliates or any of their respective agents,
directors, officers or employees (collectively "Representatives")
which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and
to observe, any such restrictions.
• Subject to certain exceptions, the securities referred to in this
Announcement may not be offered or sold in any Restricted Territory or
to, or for the account or benefit of, a citizen or resident, or a
corporation, partnership or other entity created or organised in or
under the laws of a Restricted Territory.
• All offers of the Placing Shares will be made pursuant to an exemption
under the EU Prospectus Regulation and the UK Prospectus Regulation
from the requirement to produce a prospectus. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances to which section 21(1) of the Financial Services
and Markets Act 2000, as amended (the "FSMA") does not apply.
• This Announcement has been issued by, and is the sole responsibility
of, the Company. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by either Bank or any of their
respective Affiliates or Representatives as to or in relation to, the
accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any party
or its advisers, and any liability therefore is expressly disclaimed.
• The Banks are acting exclusively for the Company and no-one else in
connection with the Placing and are not, and will not be, responsible
to anyone (including the Placees) other than the Company for providing
the protections afforded to their clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
• None of the Company, the Banks or any of their respective Affiliates
or Representatives makes any representation or warranty, express or
implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such
Placees.
• Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making an
oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire
Placing Shares is given (the "Placees") will be deemed (i) to have
read and understood this Announcement, including this Appendix, in its
entirety; (ii) to be participating and making such offer on the terms
and conditions contained in this Appendix; and (iii) to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
indemnities, agreements, acknowledgements and undertakings contained
in this Appendix.
• In particular, each such Placee represents, warrants, undertakes,
agrees and acknowledges that:
1. if it is in any member state of the EEA it is a
Qualified Investor and if it is in the United Kingdom it is a Relevant
Person, and undertakes that it will acquire, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its
business;
2. it is acquiring Placing Shares for its own account or
is acquiring Placing Shares for an account with respect to which it
exercises sole investment discretion, and not with a view to distribution,
and has the authority to make and does make the representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in this Announcement;
3. if it is a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), (i) the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons
in a member state of the EEA other than to Qualified Investors, or persons
in the United Kingdom other than to Relevant Persons, or in circumstances
in which the prior consent of the Banks has been given to each proposed
offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf persons in a member state of the EEA other than Qualified
Investors, or in the United Kingdom other than Relevant Persons, the offer
of those Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) as having been
made to such persons;
4. other than a limited number of "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act)
who have delivered a US Investor Letter to the Company and the Banks, the
Placing Shares are being offered and sold to it in reliance on Regulation
S and the Placing Shares have not been, and will not be, registered under
the Securities Act or under the laws of any State or other jurisdiction of
the United States;
5. (a) it is and, at the time the Placing Shares are
acquired, will be, (i) outside the United States and acquiring the Placing
Shares in an "offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB that has delivered, or will, prior to the
time such Placing Shares are acquired, deliver a US Investor Letter, and
(b) subscribing for the Placing Shares pursuant to an exemption from, or
in a transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not been, and
will not be, registered under the Securities Act or with any State or
other jurisdiction of the United States; and
6. the Company and the Banks will rely upon the truth
and accuracy of and compliance with the foregoing representations,
warranties, undertakings, acknowledgements and agreements. Each Placee
hereby agrees with the Banks and the Company to be bound by these terms
and conditions as being the terms and conditions upon which Placing Shares
will be issued. A Placee shall, without limitation, become so bound if
either Bank confirms to such Placee its allocation of Placing Shares.
• Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of this
Appendix or this Announcement of which it forms part should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company and the
Banks to inform themselves about, and to observe, any such
restrictions.
• NOTICE TO CANADIAN INVESTORS
In Canada, the Placing is directed only to purchasers in the provinces of
Canada purchasing, or deemed to be purchasing, as principal that are
"accredited investors", as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are "permitted clients", as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the securities must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
Announcement (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal adviser.
• Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"), the agents for the Placing are not required
to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
• Following this Announcement, the Banks will today commence a Bookbuild
to determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members of
the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
• The Banks and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
• The Banks are acting as joint global coordinators and joint
bookrunners in connection with the Placing. The Banks are not acting
for the Company with respect to the Retail Offer.
• The Banks have today entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out
therein, each Bank has agreed, each as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for the
Placing Shares in such number and at a price to be determined
following completion of the Bookbuild. The price per Ordinary Share at
which the Placing Shares are to be placed (the "Offer Price") and the
final number of Placing Shares will be agreed between the Company and
the Banks at the close of the Bookbuild and will be set out in the
executed terms of placing (the "Placing Terms"). The timing of the
closing of the book, pricing and allocations are at the discretion of
the Company and the Banks. Details of the Offer Price and the number
of Placing Shares, Management Subscription Shares and Retail Shares
will be announced as soon as practicable after the close of the
Bookbuild.
• The total number of shares to be issued pursuant to the Placing, the
Retail Offer and the Management Subscription shall not exceed
19,812,104 Ordinary Shares, representing approximately 9.9 per cent.
of the Company's existing issued Ordinary Share capital.
• The Placing Shares will, when issued, be subject to the Company's
constitutional documents, be credited as fully paid and will rank pari
passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made
or paid in respect of the Ordinary Shares after the Closing Date. The
Placing Shares will be issued free of any encumbrances, liens or other
security interests.
• The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. The JerseyCo
Subscriber will subscribe for the JerseyCo Subscriber Shares in
JerseyCo, a Jersey incorporated wholly owned subsidiary of the
Company, for an amount approximately equal to the net proceeds of the
Placing. The Company will allot and issue the Placing Shares on a
non-pre-emptive basis to Placees in consideration for the transfer of
the JerseyCo Subscriber Shares that will be issued to the JerseyCo
Subscriber.
• The net proceeds raised through the Placing will be retained for the
benefit of the Company and will be used to part fund the Acquisition.
Applications for listing and admission to trading
• Application will be made to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares (as well as the Management
Subscription Shares and Retail Shares) to listing on the premium
listing segment of the Official List of the FCA (the "Official List")
and to London Stock Exchange plc (the "London Stock Exchange") for
admission of the Placing Shares (as well as the Management
Subscription Shares and Retail Shares) to trading on its main market
for listed securities (together, "Admission"). It is expected that
Admission will become effective at 8.00 a.m. (London time) on 6
December 2021 or such later time and date (being not later than 8.00
a.m. (London time) on 8 December 2021) as the Banks and the Company
may agree.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and
not jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by either
of the Banks. Each Bank and its Affiliates are entitled to enter bids in
the Bookbuild as principal.
3. The Bookbuild, if successful, will establish the Offer Price payable
to the Banks by all Placees whose bids are successful. The Offer Price
and the aggregate proceeds to be raised through the Placing will be
agreed between the Banks and the Company following completion of the
Bookbuild and any discount to the market price of the Ordinary Shares
will be determined in accordance with the Listing Rules. The Offer
Price and the number of Placing Shares will be announced on a
Regulatory Information Service following completion of the Bookbuild
(the "Pricing Announcement").
4. To bid in the Bookbuild, prospective Placees should communicate their
bid by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Offer Price
which is ultimately established by the Company and the Banks or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Banks on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee
on behalf of which it is made and, except with the consent of the
Banks, will not be capable of variation or revocation after the time
at which it is submitted. Each Placee's obligations will be owed to
the Company and the Banks. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the Banks, to
pay to the Banks (or as the Banks may direct) as agents for the
Company in cleared funds an amount equal to the product of the Offer
Price and the number of Placing Shares that such Placee has agreed to
acquire and the Company has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close no later than 7.00 a.m. (London
time) on 2 December 2021, but may be closed earlier or later at the
discretion of the Banks. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
7. Each Placee's allocation will be determined by the Company in
consultation with the Banks and will be confirmed to Placees orally or
in writing by the relevant Bank following the close of the Bookbuild
and a trade confirmation will be dispatched as soon as possible
thereafter. That oral or written confirmation (at the Banks'
discretion) to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a
Placee) in favour of the Banks and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to it
and to pay the Offer Price for each such Placing Share on the terms
and conditions set out in this Appendix and in accordance with the
Company's constitutional documents.
8. The Banks will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing
Shares. Subject to paragraphs 4 and 5 above, the Banks may choose to
accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids
for this purpose on such basis as they may determine. The Banks may
also, notwithstanding paragraphs 4 and 5 above, and subject to the
prior consent of the Company, (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The acceptance
of bids shall be at the absolute discretion of the Banks, subject to
agreement with the Company. The Company reserves the right (upon
agreement with the Banks) to reduce or seek to increase the amount to
be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the United
States and in Canada shall be conditional on the execution by each
Placee of a US Investor Letter or Canadian Investor Letter (as
applicable) substantially in the form provided to it.
10. Except as required by law or regulation, no press release or other
announcement will be made by either Bank or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and
Settlement".
12. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to
below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the
Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
either Bank.
14. To the fullest extent permissible by law, none of the Company, the
Banks nor any of their respective Affiliates nor Representatives shall
have any responsibility or liability (whether in contract, tort or
otherwise and including to the fullest extent permissible by law, any
fiduciary duties) to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of the
Company, the Banks nor any of their respective Affiliates nor
Representatives shall have any responsibility or liability (whether in
contract, tort or otherwise and including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Banks'
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Banks and the Company may agree.
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 the Banks under the Placing Agreement are
conditional on certain customary terms and conditions, including,
amongst other things:
a. the Placing Terms having been executed and delivered by the
Company and the Banks by no later than 7.00 a.m. on the Business
Day immediately following the date of this Announcement (or such
later time and date as the Company and the Banks may agree in
writing);
b. the publication by the Company of an announcement to a Regulatory
Information Service as soon as reasonably practicable following
the execution of the Placing Terms;
c. in the opinion of the Banks (acting jointly and in good faith),
there not having been any material adverse change (as such term
is defined in the Placing Agreement) at any time prior to
Admission;
d. neither the Company nor JerseyCo being in breach of any of their
respective obligations and undertakings under the Placing
Agreement, the Subscription and Transfer Agreement or the Option
Agreement which fall to be performed or satisfied prior to
Admission, save to the extent not material in the opinion of the
Banks (acting jointly and in good faith);
e. the warranties given by the Company contained or referred to in
the Placing Agreement being true, accurate and not misleading on
and as at: (i) the date of the Placing Agreement; (ii) the time
of execution of the Placing Terms; and (iii) Admission, in each
case, as though they had been given and made on the relevant date
by reference to the facts and circumstances from time to time
subsisting, save to the extent not material in the opinion of the
Banks (acting jointly and in good faith);
f. the Company allotting, subject only to Admission, the Placing
Shares;
g. (i) each Retail Offer Document and Management Subscription Letter
remaining in full force and effect, not having lapsed or been
terminated or amended in accordance with its terms prior to
Admission; (ii) no condition to which any such document is
subject having become incapable of satisfaction and not having
been waived prior to Admission; and (iii) no event having arisen
prior to Admission which gives a party thereto a right to
terminate any such document, save in each case in circumstances
where the Company and the Banks agree at the time of entry into
the Placing Terms that no Retail Offer Shares will be issued or
which in the opinion of the Banks (acting jointly and in good
faith) is not material;
h. (i) each of the Subscription and Transfer Agreement and the
Option Agreement remaining in full force and effect, not having
lapsed or been terminated or amended in accordance with its terms
prior to Admission; (ii) no condition to which the either
agreement is subject having become incapable of satisfaction and
not having been waived prior to Admission (save for the condition
in each agreement relating to Admission); and (iii) no event
having arisen prior to Admission which gives a party thereto a
right to terminate either agreement;
i. (i) the Acquisition Agreement remaining in full force and effect,
not having lapsed or been terminated or amended (except with the
consent of the Banks in accordance with clause 14.10) in
accordance with its terms prior to Admission; (ii) no condition
to which the Acquisition Agreement is subject having become
incapable of satisfaction and not having been waived prior to
Admission; and (iii) no event having arisen prior to Admission
which gives a party thereto a right to terminate the Acquisition
Agreement save in circumstances which in the opinion of the Banks
(acting jointly and in good faith) is not material; and
j. Admission taking place by no later than 8:00 a.m. on the Closing
Date (or such later time and/or date as the Company and the Banks
may agree in writing, not being later than 8 December 2021).
(all conditions to the obligations of the Banks included in the Placing
Agreement being together, the "Conditions").
• If: (i) any of the Conditions are not fulfilled or, where permitted,
waived or extended by the Banks in accordance with the Placing
Agreement; or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placing is acting) in respect thereof.
• The Banks (acting jointly) may, at their discretion and upon such
terms and conditions as they think fit, waive satisfaction of the
Conditions (or any part of them) or extend the time provided for
satisfaction of the Conditions save that Conditions (a), (b), (f) and
(j) may not be waived. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.
• Neither Bank nor any of their respective Affiliates or Representatives
shall have any liability or responsibility to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of
any Condition nor for any decision it may make as to the satisfaction
of any Condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such decision
is within the absolute discretion of the Banks. Placees will have no
rights against the Banks, the Company or any of their respective
Affiliates under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise.
• By participating in the Bookbuild, each Placee agrees that its rights
and obligations hereunder terminate only in the circumstances
described above and under "Termination of the Placing Agreement"
below, and will not be capable of rescission or termination by the
Placee.
Termination of the Placing Agreement
• Each Bank, in its absolute discretion, may terminate the Placing
Agreement in accordance with its terms in certain customary
circumstances, including, amongst others:
a. any statement in any the Company's press announcements or
presentation materials relating to the Placing is or has become
untrue, inaccurate or misleading in any respect, or any matter
has arisen which would, if such document had been issued at that
time, constitute an inaccuracy or omission from such document,
which in the opinion of any Bank (acting in good faith) is
material;
b. there has been a breach by the Company or JerseyCo of any of its
respective obligations under the Placing Agreement, the
Subscription and Transfer Agreement or the Option Agreement,
which in the opinion of any Bank (acting in good faith) is
material;
c. there has been a breach by the Company of any of the warranties
given by the Company in the Placing Agreement or any of such
warranties is not or has ceased to be, true, accurate and not
misleading, save to the extent not material in the opinion of the
Banks (acting jointly and in good faith);
d. there has been a breach of any provision of any Retail Offer
Document or Management Subscription Letter or a waiver of any
condition thereto, in each case, by the Company, which in the
opinion of any Bank (acting in good faith) is material;
e. in the opinion of any Bank (acting in good faith) there has been
a material adverse change (as such term is defined in the Placing
Agreement);
f. there has occurred, or in the opinion of any Bank (acting in good
faith) it is reasonably likely that there will occur:
1. any material adverse change in the financial markets in the
United Kingdom, any member state of the EEA, the United
States or the international financial markets, any outbreak
or escalation of hostilities or war, act of terrorism,
declaration of emergency or martial law or other calamity or
crisis or any change in national or international political,
financial or economic conditions or currency exchange rates
or controls;
2. a suspension of, or occurrence of material limitations to,
trading in any securities of the Company by the London Stock
Exchange or any other exchange or over-the-counter market,
or of trading generally on the London Stock Exchange, the
New York Stock Exchange, the NASDAQ National Market or any
over-the-counter market, or minimum or maximum prices for
trading having been fixed, or maximum ranges for prices of
securities having been required, by any of such exchanges or
by such system or by order of the FCA, the London Stock
Exchange, the SEC, the Financial Industry Regulatory
Authority, Inc. or any other Agency, or a material
disruption in commercial banking or securities settlement or
clearance services in the United Kingdom, any member state
of the EEA or the United States;
3. a declaration of a banking moratorium by the United Kingdom,
any member state of the EEA, the United States or New York
authorities; or
4. any actual or prospective adverse change or development in
United Kingdom, United States or Jersey taxation materially
affecting the Group (taken as a whole), the Offer Shares or
the JerseyCo Subscriber Shares, or the transfer thereof,
in each case, where the effect is such that (either singly or together
with any other event referred to), in the opinion of such Bank (acting in
good faith), it is inadvisable or impracticable to market the Placing
Shares or to enforce contracts for the sale of the Placing Shares; or
g. either application for Admission is withdrawn or refused by the FCA or
the London Stock Exchange or, in the opinion of any Bank (acting in
good faith), will not be granted.
• If the Placing Agreement is terminated by any Bank in accordance with
its terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate at
such time and no claim may be made by any Placee in respect thereof.
• By participating in the Placing, each Placee agrees with the Company
and the Banks that the exercise or non-exercise by the Banks of any
right of termination or other right or other discretion they have
under the Placing Agreement shall be within the absolute discretion of
the Banks or for agreement between the Company and the Banks (as the
case may be) and that neither the Company nor the Banks need make any
reference to, or consult with, Placees and that none of the Company,
the Banks nor any of their respective Affiliates nor Representatives
shall have any liability to Placees whatsoever in connection with any
such exercise or failure to so exercise or otherwise.
No prospectus
• No prospectus, offering memorandum, offering document or admission
document has been or will be prepared or submitted to be approved by
the FCA (or any other authority) in relation to the Placing or
Admission and no such prospectus is required (in accordance with the
UK Prospectus Regulation) to be published in the United Kingdom or any
equivalent jurisdiction.
• Placees' commitments will be made solely on the basis of publicly
available information taken together with the information contained in
this Announcement and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the electronic contract note and/or
electronic trade confirmation to be provided to individual prospective
Placees.
• Each Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement and the publicly available
information previously and simultaneously released by or on behalf of
the Company is exclusively the responsibility of the Company and has
not been independently verified by the Banks. Each Placee, by
accepting a participation in the Placing, further confirms to the
Company and the Banks that it has neither received nor relied on any
other information, representation, warranty or statement made by or on
behalf of the Company (other than publicly available information) or
either Bank or its Affiliates or any other person and none of the
Company, the Banks nor any of their respective Affiliates or
Representatives nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for
fraudulent misrepresentation by that person.
Lock-up
• The Company has undertaken to the Banks that, between the date of the
Placing Agreement and the date which is 120 calendar days after the
Closing Date, it will not, without the prior written consent of the
Banks, enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed
between the Banks and the Company.
• By participating in the Placing, Placees agree that the exercise by
the Banks of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of
the Banks and that they need not make any reference to, or consult
with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant
consent.
Registration and settlement
• Settlement of transactions in the Placing Shares (ISIN: GB00B012TP20)
following Admission will take place within the CREST system, subject
to certain exceptions. The Company and the Banks reserve the right to
require settlement for, and delivery of, the Placing Shares to Placees
by such other means that they deem necessary, including in
certificated form, 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.
• Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place
with the relevant Bank or as otherwise as such Bank may direct.
• The Company will deliver the Placing Shares to a CREST account
operated by the Settlement Bank as agent for and on behalf of the
Company and the Settlement Bank will enter its delivery (DEL)
instruction into the CREST system. The Settlement Bank will hold any
Placing Shares delivered to this account as nominee for the Placees.
The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee
against payment.
• It is expected that settlement will be on 6 December 2021 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to the Banks.
• 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 LIBOR as determined by the Banks.
• Each Placee agrees that, if it does not comply with these obligations,
the relevant Placee shall be deemed hereby to have irrevocably and
unconditionally appointed the Banks, or any nominee of either of the
Banks as its agent to use its reasonable endeavours to sell any or all
of the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds an amount equal to the aggregate amount
owed by the Placee plus any interest due thereon. The relevant Placee
will, however, remain liable for any shortfall below the aggregate
amount owed by it and shall be required to bear any stamp duty, stamp
duty reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax (together
with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on each Bank all such
authorities and powers necessary to carry out any such transaction and
agrees to ratify and confirm all actions which each Bank lawfully
takes on such Placee's behalf. Each Placee agrees that each Bank's
rights and benefits under this paragraph may be assigned in that
Bank's absolute discretion.
• If Placing Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that, upon receipt, the electronic
contract note and/or electronic trade confirmation is copied and
delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of
its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or UK stamp duty reserve tax.
If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any
stamp duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither Bank nor the Company shall be responsible for the payment
thereof.
Representations and warranties
• By participating in the Placing, each Placee (and any person acting on
such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (for itself and for any person on
behalf of which it is acting) with each Bank (in its capacity as joint
global coordinator and joint bookrunner and as placing agent of the
Company in respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition and purchase of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing Shares or
otherwise;
2. no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus,
offering memorandum, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
3. (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement (including
this Appendix) and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to the
date of this Announcement; (ii) the Ordinary Shares are admitted to
the premium listing segment of the Official List of the FCA and to
trading on the London Stock Exchange's main market for listed
securities and that the Company is therefore required to publish
certain business and financial information in accordance with the UK
Market Abuse Regulation and rules and regulations of the London Stock
Exchange (collectively and together with the information referred to
in (i) above, the "Exchange Information") which includes a description
of the Company's business and the Company's most recent balance sheet
and profit and loss account, and similar statements for preceding
financial years, and that it has reviewed such Exchange Information
and that it is able to obtain or access such information, or
comparable information concerning any other publicly traded company,
in each case without undue difficulty; and (iii) it has had access to
such financial and other information concerning the Company, the
Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still
current and has relied on that investigation for the purposes of its
decision to participate in the Placing;
4. neither Bank nor the Company nor any of their respective Affiliates or
Representatives nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the Placing
or the Company or any other person other than this Announcement, nor
has it requested either Bank, the Company, any of their respective
Affiliates or Representatives or any person acting on behalf of any of
them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Banks, it and any person
on behalf of which it is participating is not, and at the time the
Placing Shares are acquired, neither it nor the beneficial owner of
the Placing Shares will be, a resident of a Restricted Territory or
any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares;
6. the Placing Shares have not been and will not be registered or
otherwise qualified for offer and sale, nor will an offering document,
prospectus, offering memorandum or admission document be cleared or
approved in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or
into those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required;
7. neither the Placing nor this Announcement has been approved,
disapproved or recommended 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;
8. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that neither Bank
nor any of their respective Affiliates or Representatives nor any
person acting on behalf of any of them have made any representations
to it, express or implied, with respect to the Company, the Bookbuild,
the Placing and the Placing Shares or the truth, accuracy,
completeness or adequacy of this Announcement or the Exchange
Information, nor has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or simultaneously published
by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision
to participate in the Placing based on any information, representation
or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company
or otherwise. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing Shares
is contained in this Announcement and any Exchange Information, that
it has received and reviewed all information that it believes is
necessary or appropriate to make an investment decision in respect of
the Placing Shares, and that it has neither received nor relied on any
other information given or investigations, representations, warranties
or statements made by either Bank or the Company or any of their
respective Affiliates or Representatives or any person acting on
behalf of any of them and neither Bank nor the Company nor any of
their respective Affiliates or Representatives will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that
person;
10. it has relied on its own investigation, examination and due diligence
of the business, financial or other position of the Company in
deciding to participate in the Placing;
11. it has not relied on any information relating to the Company contained
in any research reports prepared by either Bank, any of its Affiliates
or any person acting on its or their behalf and understands that (i)
neither Bank nor any of its Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for (x)
public information or any representation; or (y) 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 (ii) neither Bank nor any of its Affiliates nor any
person acting on its or 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;
12. (i) the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder of Placing Shares will not
give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it
is not participating in the Placing as nominee or agent for any person
to whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability; and (iii) the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
13. that no action has been or will be taken by the Company, either Bank
or any person acting on behalf of the Company or either Bank that
would, or is intended to, permit a public offer of the Placing Shares
in the United States or in any country or jurisdiction where any such
action for that purpose is required;
14. (i) it (and any person acting on its behalf) is entitled to acquire,
the Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii)
it has fully observed such laws and obtained all such governmental and
other guarantees, permits, authorisations, approvals and consents
which may be required thereunder and complied with all necessary
formalities; (iv) it has not taken any action or omitted to take any
action which will or may result in either Bank, the Company or any of
their respective Affiliates or Representatives acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing; and (v) the acquisition of the Placing Shares by it
or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its residence,
the residence of the Company, or otherwise;
15. it (and any person acting on its behalf) has all necessary capacity
and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the
case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred to
in this Announcement) and will honour such obligations;
16. it has complied with its obligations under the Criminal Justice Act
1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the
FCA and any related or similar rules, regulations or guidelines
issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations. If within a reasonable
time after a request for verification of identity, the relevant Bank
has not received such satisfactory evidence, such Bank may, in its
absolute discretion, terminate the Placee's Placing participation in
which event all funds delivered by the Placee to such Bank will be
returned without interest to the account of the drawee bank or CREST
account from which they were originally debited;
17. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments,
undertakings, representations and agreements and give the indemnities
herein on behalf of each such person; and (ii) it is and will remain
liable to each Bank and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the
fact that it is acting for another person). Each Placee agrees that
the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;
18. it undertakes that it will (as principal or agent) acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
19. it understands that any investment or investment activity to which
this Announcement relates is available only to Qualified Investors in
a member state of the EEA and Relevant Persons in the United Kingdom
and will be engaged in only with Qualified Investors in a member state
of the EEA and Relevant Persons in the United Kingdom, and further
understands that this Announcement must not be acted on or relied on
by persons who are not Qualified Investors in a member state of the
EEA and Relevant Persons in the United Kingdom;
20. if in a member state of the EEA, it is a Qualified Investor;
21. if in the United Kingdom, it is a Relevant Person;
22. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation,
(i) the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale, to persons in a member
state of the EEA other than Qualified Investors, or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks have been given to each such
proposed offer or resale; or (ii) where the Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA
other than Qualified Investors, or in the United Kingdom other than
Relevant Persons, the offer of those Placing Shares to it is not
treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
23. if it is a person in Canada: (i) it is purchasing (or deemed to be
purchasing) as principal for its own account and not as agent for the
benefit of another person and is an "accredited investor" as such term
is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1)
of the Securities Act (Ontario), and in either case was not created
and is not being used solely to purchase or hold securities as an
"accredited investor"; and (ii) it is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations;
24. it understands, and each account it represents has been advised and
acknowledges that, (i) the Placing Shares have not been and will not
be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United
States and may not be offered, sold or transferred, directly or
indirectly, within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the
United States; and (ii) no representation has been made as to the
availability of any exemption under the Securities Act or any relevant
state or other jurisdiction's securities laws for the reoffer, resale,
pledge or transfer of the Placing Shares;
25. the Placing Shares are being offered and sold on behalf of the Company
(i) outside the United States in offshore transactions (as defined in
Regulation S) pursuant to Regulation S under the Securities Act and
(ii) in the United States solely to a limited number of investors
reasonably believed to be QIBs who have delivered to the Company and
the Banks a US Investor Letter substantially in the form provided to
it , in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act, and/or pursuant to
another exemption from, or transaction not subject to, the
registration requirements under the Securities Act;
26. it and the person(s), if any, for whose account or benefit it is
acquiring Placing Shares are now, and at the time the Placing Shares
are acquired will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities
Act; or (ii) (a) a QIB that has delivered, or will, prior to the time
such Placing Shares are acquired, deliver, a US Investor Letter, and
(b) subscribing for the Placing Shares pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act, and all such potential Placees and
prospective beneficial owners acknowledge that the Placing Shares have
not been, and will not be, registered under the Securities Act or with
any State or other jurisdiction of the United States and may not be
offered or sold, directly or indirectly, in or into the United States
absent such registration, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act, and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States.
27. it is acquiring the Placing Shares for investment purposes and is not
acquiring the Placing Shares with a view to, or for offer and sale in
connection with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws of
the United States or any state thereof;
28. it is not acquiring any of the Placing Shares as a result of any form
of "general solicitation" or "general advertising" (within the meaning
of Rule 502(c) of Regulation D under the Securities Act) or "directed
selling efforts" (as defined in Regulation S);
29. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other
materials concerning the Placing (including electronic copies
thereof), in or into any Restricted Territory to any person and it has
not distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
30. where it is acquiring the Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account and it has full
power to make, and does make, the acknowledgements, representations
and agreements herein on behalf of each such account;
31. if it is a pension fund or investment company, its acquisition of
Placing Shares is in full compliance with applicable laws and
regulations;
32. it has not offered or sold and, prior to the expiry of a period of six
months from Admission, will not offer or sell any Placing Shares to
persons in the United Kingdom, except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business
or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA;
33. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will
not result in an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;
34. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of
the FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
35. it has complied and will comply with all applicable laws (including,
in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in
relation to the Placing Shares;
36. if it has received any "inside information" as defined in the UK
Market Abuse Regulation about the Company in advance of the Placing,
it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as
permitted by the UK Market Abuse Regulation, prior to the information
being made publicly available;
37. (i) it (and any person acting on its behalf) has the funds available
to pay for the Placing Shares it has agreed to acquire and it (and any
person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time
and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other
persons or sold as either Bank (or its assignee) may in its discretion
determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest, fines 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;
38. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required,
to acquire, and that the Banks or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
39. neither Bank nor any of their respective Affiliates or Representatives
nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and participation in the Placing is on the basis that it is
not and will not be a client of either Bank and neither Bank has any
duties or responsibilities to it for providing the protections
afforded to its 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 either Bank's
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
40. the exercise by either or both of the Banks of any right or discretion
they have under the Placing Agreement shall be within the absolute
discretion of the Banks and the relevant Bank or the Banks (acting
jointly) (as the case may be) need not have any reference to any
Placee and shall have no liability to any Placee whatsoever in
connection with any decision to exercise or not to exercise any such
right and each Placee agrees that it has no rights against the Banks,
the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise;
41. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself; or (ii) its nominee, as the case may be.
Neither Bank, the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty reserve
tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company, each Bank and their respective
Affiliates and Representatives in respect of the same on an after-tax
basis on the basis that the Placing Shares will be allotted to the
CREST stock account of the Settlement Bank who will hold them as
nominee on behalf of such Placee until settlement in accordance with
its standing settlement instructions;
42. these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions (including 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 English courts as regards any claim, dispute or matter arising
out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by either
Bank or the Company in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
43. each of the Banks, the Company and their respective Affiliates,
Representatives and others will rely upon the truth and accuracy of
the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Bank on
its own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each Bank and the Company to produce this
Announcement, pursuant to, in connection with, or as may be required
by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth
herein;
44. it will indemnify on an after-tax-basis and hold the Company, each
Bank and their respective Affiliates and Representatives and any
person acting on behalf of any of them harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
45. it irrevocably appoints any director or authorised signatory of the
Banks 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;
46. its commitment to acquire Placing Shares on the terms set out herein
and in any contract note will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing
and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Banks'
conduct of the Placing;
47. in making any decision to acquire the Placing Shares: (i) it has
sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of acquiring the Placing Shares; (ii) it
is experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and is
aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete
loss in connection with, the Placing and has no need for liquidity
with respect to its investment in the Placing Shares; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including
the markets in which the Group operates, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of either Bank; (iv)
it has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and purchase
of the Placing Shares, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant to
such investment and has so conducted its own investigation to the
extent it deems necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in
the Placing Share involves a considerable degree of risk; and (vi) it
will not look to either Bank, any of its Affiliates or Representatives
or any person acting behalf of any of them for all or part of any such
loss or losses it or they may suffer;
48. neither the Company nor either Bank owes any fiduciary or other duties
to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms
and conditions;
49. in connection with the Placing, either Bank and any of its Affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own
account such shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to either Bank or
any of its Affiliates acting in such capacity. In addition, either
Bank or any of its Affiliates may enter into financing arrangements
and swaps with investors in connection with which such Bank or any of
its Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither Bank
nor any of its Affiliates intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal
or regulatory obligation to do so; and
50. a communication that the Placing or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the
amount of the securities being offered) is not any indication or
assurance that the book will remain covered or that the Placing and
securities will be fully distributed by the Banks. Each Bank reserves
the right to take up a portion of the securities in the Placing as a
principal position at any stage at its sole discretion, among other
things, to take account of the Company's objectives, UK MiFID II
requirements and/or its allocation policies.
• The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and each Bank (for their own benefit
and, where relevant, the benefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable.
• The agreement to allot and issue Placing Shares to Placees (or the
persons for whom Placees are contracting as nominee or agent) free of
UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Neither the Company nor either Bank will be responsible for
any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to
the Placing Shares in any other circumstances.
• Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty from
each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue
or transfer the Placing Shares into a clearance service. Neither the
Company nor either Bank are liable to bear any stamp duty or stamp
duty reserve tax or any other similar duties or taxes (including,
without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer
taxes") that arise (i) if there are any such arrangements (or if any
such arrangements arise subsequent to the acquisition by Placees of
Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to
whom (or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold each Bank and/or
the Company and their respective Affiliates (as the case may be)
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
• In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, either Bank or their respective
Affiliates or their or their Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable to
any tax, a basis such that the amount so payable shall be increased so
as to ensure that after taking into account any tax chargeable (or
which would be chargeable but for the availability of any relief
unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that
would otherwise have been so payable.
• Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each Bank and/or any of its Affiliates
may, at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares. Each Placee acknowledges and is
aware that each Bank is receiving a fee in connection with its role in
respect of the Placing as detailed in the Placing Agreement.
• When a Placee or person acting on behalf of the Placee is dealing with
either Bank any money held in an account with such Bank 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 Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course
of its own business; and the Placee will rank only as a general
creditor of that Bank.
• Time is of the essence as regards each Placee's obligations under this
Appendix.
• Any document that is to be sent to a Placee in connection with the
Placing will be sent at such Placee's risk and may be sent to it at
any address provided by it to either Bank.
• The rights and remedies of each Bank and the Company under the terms
and conditions set out in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the exercise
of others.
• Each Placee may be asked to disclose, in writing or orally to each
Bank: (a) if they are an individual, their nationality; or (ii) if
they are a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
• 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.
• All times and dates in this Announcement may be subject to amendment.
The Banks shall notify the Placees and any person acting on behalf of
the Placees of any changes.
•
APPENDIX 2
Definitions
• The following definitions apply throughout this Announcement unless
the context otherwise requires:
• means the acquisition by the Company of
• "Acquisition" Axle Group Holdings Ltd for total
consideration of £62 million on a cash
free, debt free basis
• means the share purchase agreement
• "Acquisition Agreement" dated the date of this Announcement
relating to the Acquisition;
• "Acquisition Announcement" • means the Company's announcement of the
Acquisition published today;
• means admission of the Placing Shares
(as well as the Management Subscription
Shares and Retail Shares) to the
• "Admission" premium listing segment of the Official
List and to trading on the London Stock
Exchange's main market for listed
securities;
• has the meaning given in Rule 501(b) of
Regulation D under the Securities Act
• "Affiliate" or Rule 405 under the Securities Act,
as applicable and, in the case of the
Company, includes its subsidiary
undertakings;
• "Announcement" • means this announcement (including its
Appendices);
• "Banks" • means Investec and Peel Hunt;
• means the bookbuilding process to be
commenced by the Banks immediately
following release of this Announcement
to use reasonable endeavours to procure
• "Bookbuild" Placees for the Placing Shares, as
described in this Announcement and
subject to the terms and conditions set
out in this Announcement and the
Placing Agreement;
• means the letter in the form provided
• "Canadian Investor Letter" by or on behalf of either Bank to
Canadian Placees.
• means the day on which the transactions
• "Closing Date" effected in connection with the Placing
will be settled;
• "Company" • means Halfords Group plc;
• "Conditions" • has the meaning given to it in Appendix
1 to this Announcement;
• means the relevant system (as defined
in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in
• "CREST" respect of which Euroclear is the
Operator (as defined in such
Regulations) in accordance with which
securities may be held and transferred
in uncertificated form;
• "Directors" • means directors of the Company;
• "EEA" • means the European Economic Area;
• means Euroclear UK & Ireland Limited, a
• "Euroclear" company incorporated under the laws of
England and Wales;
• "EU Prospectus Regulation" • means Regulation (EU) 2017/1129;
• "EUWA" • means the European Union (Withdrawal)
Act 2018;
• "Exchange Information" • has the meaning given to it in Appendix
1 to this Announcement;
• "FCA" • means the UK Financial Conduct
Authority;
• Financial Services and Markets Act 2000
• "FPO" (Financial Promotion) Order 2005 (as
amended)
• "FSMA" • means the Financial Services and
Markets Act 2000 (as amended);
• "Fundraise" • means the Placing, Management
Subscription and Retail Offer together
• "Group" • means the Company and its subsidiaries;
• "IBP" • means Investec Bank plc;
• "IEL" • means Investec Europe Limited;
• "Investec" • means Investec Bank plc and Investec
Europe Limited;
• means Project Jubilee Funding Limited,
registered in Jersey with company
• "JerseyCo" number 139462 and having its registered
office at 22 Grenville Street, St
Helier, Jersey JE4 8PX;
• "JerseyCo Ordinary Shares" • means 11 ordinary shares of no par
value in the capital of JerseyCo;
• "JerseyCo Preference • means 100 fixed rate redeemable
Shares" preference shares of no par value in
the capital of JerseyCo;
• means Peel Hunt in its capacity as a
• "JerseyCo Subscriber" subscriber for the JerseyCo Subscriber
Shares;
• "JerseyCo Subscriber • means the JerseyCo Ordinary Shares and
Shares" the JerseyCo Preference Shares;
• "Listing Rules" • means the rules and regulations made by
the FCA under the FSMA;
• "London Stock Exchange" • means London Stock Exchange plc;
• means the subscription for Ordinary
• "Management Subscription" Shares by certain directors of the
Company;
• means the subscription letters entered
• "Management Subscription into by certain directors of the
Letter" Company today relating to the
Management Subscription;
• "Management Subscription • means Ordinary Shares subscribed for
Shares" pursuant to the Management
Subscription;
• "Material Adverse Change" • has the meaning given to such term in
the Placing Agreement;
• "National" • means Axle Group Holdings Ltd;
• "Offer Price" • means the price per Ordinary Share at
which the Placing Shares are placed;
• "Official List" • means the Official List of the FCA;
• means the put and call option agreement
dated the date of the Placing Agreement
• "Option Agreement" between the Company, the Banks and
JerseyCo in respect of the JerseyCo
Subscriber Shares;
• "Ordinary Share" • means an ordinary share of one penny
each in the capital of the Company;
• "Peel Hunt" • means Peel Hunt LLP;
• means any person (including
• "Placee" individuals, funds or otherwise) by
whom or on whose behalf a commitment to
acquire Placing Shares has been given;
• means the placing to take place by way
of accelerated bookbuild for which the
• "Placing" Banks have been appointed joint global
coordinators and joint bookrunners (on
a several basis);
• "Placing Agreement" • has the meaning given to it in Appendix
1 to this Announcement;
• "Placing Shares" • means the Ordinary Shares to be
subscribed by the Placees;
• "Placing Terms" • has the meaning given to it in Appendix
1 to this Announcement;
• "Pricing Announcement" • has the meaning given to it in Appendix
1 to this Announcement;
• "qualified institutional • has the meaning given to such term in
buyer" or "QIB" Rule 144A under the Securities Act;
• means qualified investors within the
• "Qualified Investors" meaning of Article 2(E) of the EU
Prospectus Regulation;
• "Regulation S" • means Regulation S promulgated under
the Securities Act;
• "Regulatory Information • means any of the services set out in
Service" Appendix 3 of the Listing Rules;
• means qualified investors within the
meaning of Article 2(E) of the UK
Prospectus Regulation who are (i)
persons who fall within the definition
of "investment professional" in Article
• "Relevant Persons" 19(5) of the FPO; or (ii) persons who
fall within Article 49(2)(a) to (d)
("high net worth companies,
unincorporated associations, etc") of
the FPO; or (c) persons to whom they
may otherwise be lawfully communicated;
• "Representative" • has the meaning given to it in Appendix
1 to this Announcement;
• means Australia, Canada, Japan, the
Republic of South Africa, the United
• "Restricted Territory" States or any jurisdiction in which the
release, publication or distribution of
this Announcement is unlawful;
• means the offer of Ordinary Shares
• "Retail Offer" being made by the Company on the
PrimaryBid platform;
• means the engagement letter and
conditional subscription letter entered
• "Retail Offer Documents" into by the Company and PrimaryBid
Limited today relating to the Retail
Offer;
• "Retail Shares" • means Ordinary Shares subscribed for
pursuant to the Retail Offer;
• "Securities Act" • means the U.S. Securities Act of 1933,
as amended;
• "SMR" • means automotive servicing, maintenance
and repair;
• means the subscription and transfer
agreement dated the date of the Placing
• "Subscription and Transfer Agreement between the Company, JerseyCo
Agreement" and the JerseyCo Subscriber in respect
of the JerseyCo Ordinary Shares and the
JerseyCo Preference Shares;
• "subsidiary" or • each have the meaning given to that
"subsidiary undertaking" term in the Companies Act 2006;
• "transfer taxes" • has the meaning given to it in Appendix
1 to this Announcement;
• "UK Market Abuse • means Regulation (EU) 596/2014 as it
Regulation" forms part of UK domestic law by virtue
of the EUWA;
• means EU Directive 2014/65/EU as it
• "UK MiFID II" forms part of UK domestic law by virtue
of the EUWA;
• means the Regulation (EU) 2017/1129 as
• "UK Prospectus Regulation" it forms part of UK domestic law by
virtue of the EUWA;
• means in respect of a share or other
security, where that share or other
security is recorded on the relevant
• "uncertificated" or "in register of the share or security
uncertificated form" concerned as being held in
uncertificated form in CREST and title
to which may be transferred by means of
CREST;
• "United Kingdom" or "UK" • means the United Kingdom of Great
Britain and Northern Ireland;
• means the United States of America, its
territories and possessions, any state
• "United States" or "US" of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction and
any political sub-division thereof; and
• means the letter in the form provided
• "US Investor Letter" by or on behalf of either Bank to US
Placees.
• Unless otherwise indicated in this Announcement, all references to
"£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or
"pence" are to the lawful currency of the United Kingdom.
══════════════════════════════════════════════════════════════════════════
ISIN: GB00B012TP20
Category Code: IOE
TIDM: HFD
LEI Code: 54930086FKBWWJIOBI79
Sequence No.: 128090
EQS News ID: 1253495
End of Announcement EQS News Service
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