REG - Hilton Food Grp Plc - Proposed Placing of new ordinary shares
10/12/2021 07:05
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RNS Number : 2042V Hilton Food Group PLC 10 December 2021
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN,
NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
HILTON FOOD GROUP PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
10(th) December 2021
Hilton Food Group plc
Proposed Placing of new ordinary shares to raise approximately £75 million
Hilton Food Group ("Hilton", the "Company" and, together with its
subsidiaries, the "Group"), the international multi-protein food business,
today announces its intention to conduct a non-pre-emptive placing of new
ordinary shares of 10 pence each in the capital of the Company (the "Placing
Shares") (the "Placing").
It is intended that the Placing will result in the Company raising total gross
proceeds of approximately £75 million to part fund the Acquisition (as
defined below), as announced separately. The total number of Placing Shares is
expected to represent approximately 8 per cent. of the Company's existing
issued share capital. Certain directors of the Company intend to participate
in the Placing.
Hilton proposes to use the net proceeds of the Placing to predominantly fund
the acquisition of a leading international smoked salmon producer, Dutch
Seafood Company B.V., which trades as "Foppen" by its wholly owned subsidiary,
Hilton Foods Limited (the "Buyer") (the "Acquisition"), as announced
separately today. Further information on the Acquisition is contained within
that separate announcement.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuilding Process"), which will be launched immediately following this
Announcement. The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
Reasons for the Placing
The net proceeds of the Placing will be used to predominantly fund the
acquisition of Foppen, which the Buyer has agreed to acquire for an enterprise
value of €90 million, payable in cash, as announced separately today, and
partially refinance the previously announced acquisition of Fairfax Meadow.
Details of the Placing
Numis Securities Limited ("Numis" or "the Bookrunner") is acting as Sole
Bookrunner in connection with the Placing.
The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement.
Numis will commence the Bookbuilding Process immediately following the release
of this Announcement in respect of the Placing. The price at which the Placing
Shares are to be placed (the "Placing Price") will be determined at the close
of the Bookbuilding Process by agreement between the Company and Numis.
The book will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at the absolute
discretion of Numis and the Company. Details of the Placing Price and the
number of Placing Shares to be allotted and issued will be announced as soon
as reasonably practicable after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing ordinary shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
Applications will be made to (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares to listing on the premium listing segment
of the Official List; and (ii) London Stock Exchange plc for admission of the
Placing Shares to trading on its main market for listed securities (together,
"Admission").
Settlement for, and Admission of, the Placing Shares is expected to take place
on or before 8.00 a.m. on 14 December 2021. The Placing is conditional upon,
among other things, Admission becoming effective. The Placing is also
conditional upon the placing agreement between the Company and Numis (the
"Placing Agreement") becoming unconditional and not being terminated in
accordance with its terms. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing.
Hilton acknowledges that it is seeking to issue Placing Shares amounting to in
excess of 5.0% of its existing issued ordinary share capital on a
non-pre-emptive basis and therefore members of its Board and senior management
have consulted with the Company's major institutional shareholders ahead of
the release of this Announcement. Given the expected earnings accretion of the
Acquisition to be funded in part with proceeds from the Placing, the Company
believes the structure of the Placing, including its issue of shares on a
non-pre-emptive basis, is very much aligned with shareholder and other
stakeholder interests. The Placing structure has been chosen as it reduces
both the complexity and the time required to provide equity funding to the
Company to part fund the Acquisition. The consultation has confirmed the
Board's view that the Placing is in the best interests of shareholders, as
well as wider stakeholders in the Company and is expected to promote the
success of the Company.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in the Appendix (which forms part of this
Announcement).
Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Conference call details
A webcast conference call for analysts and investors will be held at 8.00am
(UK time) today. The presentation will be followed by an analyst Q&A.
To register for this call, please go to the following link:
https://www.incommglobalevents.com/registration/client/9548/hilton-food-group-/
(https://www.incommglobalevents.com/registration/client/9548/hilton-food-group-/)
For further information please contact:
Hilton Food Group plc Tel: +44 (0) 1480 387214
Philip Heffer, CEO
Nigel Majewski, CFO
Numis Securities Ltd (Broker) Tel: +44 (0) 20 7260 1000
Luke Bordewich
Mark Lander
Henry Slater
Headland Consultancy (Public Relations) Tel: +44 (0) 20 3805 4822
Edward Young
Will Smith
Joanna Clark
IMPORTANT NOTICES
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Numis that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required to inform themselves about, and to observe, such
restrictions. The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, dissemination, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to
comply with this notice may result in a violation of the U.S. Securities Act
of 1933, as amended (the "Securities Act") or the applicable laws of other
jurisdictions.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward- looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Numis nor any of their respective associates, directors, officers or
advisers undertakes any obligation to update such statements. Comparisons of
results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
No action has been taken by the Company, Numis or any of their respective
directors, officers, partners, agents, employees, affiliates, advisors,
consultants or, in the case of Numis, persons connected with it as defined in
the Financial Services and Markets Act 2000, as amended (the "FSMA")
(together, "Affiliates") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained in this
Announcement.
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.
Numis, which is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing or any other matters referred
to in this Announcement, and Numis will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. This
Announcement does not contain an offer or constitute any part of an offer to
the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Regulation
Rules or delivered to any other authority which could be a competent authority
for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended (the "UK Prospectus Regulation"). Its contents have not been
examined or approved by the London Stock Exchange, nor has it been approved by
an "authorised person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the FSMA does not apply. Members of
the general public are not eligible to take part in the Placing.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(1)(e) of the EU Prospectus Regulation and (b) if in the United
Kingdom, persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in article 2(e) of the UK Prospectus Regulation and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents
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 Numis or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.
None of the information in this Announcement has been independently verified
or approved by Numis or any of its Affiliates. Save for any responsibilities
or liabilities, if any, imposed on Numis by the FSMA or by the regulatory
regime established under it, no responsibility or liability whatsoever whether
arising in tort, contract or otherwise, is accepted by Numis or any of its
Affiliates whatsoever for the contents of the information contained in this
Announcement (including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other statement
made or purported to be made by or on behalf of Numis or any of its Affiliates
in connection with the Company, the Placing Shares or the Placing or for any
loss, cost or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of the Company
in relation to the Placing. Numis and its Affiliates accordingly disclaim all
and any responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no representation or
warranty, express or implied, is made by Numis or any of its Affiliates as to
the accuracy, completeness or sufficiency of the information contained in this
Announcement.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the Main Market of the London
Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Numis will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS; 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.
DEFINITIONS
"Acquisition" the purchase by the Buyer of the Target pursuant to the Acquisition Agreement
"Acquisition Agreement" the share purchase agreement dated 10 December 2021 between the Buyer and the
Sellers in relation to the Acquisition
"Admission" admission of the Placing Shares to listing on the premium listing segment of
the Official List; and (ii) London Stock Exchange plc for admission of the
Placing Shares to trading on its main market for listed securities
"Announcement" this Announcement, including this Appendix and the terms and conditions set
out herein
"Bookbuilding Process" the bookbuilding process to be conducted by the Bookrunner to arrange
participation by Placees in the Placing
"Buyer" Hilton Foods Limited, a wholly-owned subsidiary of the Company
"Company" or "Hilton" Hilton Food Group plc
"CREST" the computerised settlement system to facilitate transfer of the title to an
interest in securities in uncertificated form operated by Euroclear UK &
International
"Euroclear UK & International" Euroclear UK & International Limited
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
"Group" the Company and its subsidiary undertakings
"Listing Rules" the listing rules made by the FCA under Part VI of the FSMA
"London Stock Exchange" London Stock Exchange plc
"Numis" or the "Bookrunner" Numis Securities Limited
"Official List" the Official List of the FCA, being the list maintained by the FCA in
accordance with Section 74(1) of the FSMA for the purposes of Part VI of the
FSMA
"Ordinary Shares" ordinary shares of £0.10 each in the capital of the Company
"Placees" persons who agree to subscribe for Placing Shares at the Placing Price
"Placing" the placing of the Placing Shares on the terms and subject to the conditions
contained in the Placing Agreement and to the terms and conditions set out in
this Announcement
"Placing Agreement" the conditional agreement between the Company and the Bookrunner entered into
on the date of this Announcement in connection with the Placing
"Placing Price" the price payable per Placing Share to be agreed between the Company and Numis
"Placing Shares" the new Ordinary Shares to be allotted and issued by the Company pursuant to
the Placing
"Sellers" Dutch Seafood Company Group B.V. and AP Harderwijk Participatie B.V.
"Target" or "Foppen" Dutch Seafood Company B.V., which trades as Foppen
APPENDIX: 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 THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS
REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS 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 RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States (including its territories and
dependencies, any state and the District of Columbia) except pursuant to an
applicable exemption from the registration requirements of the Securities Act
and in compliance with the securities laws of any state or other jurisdiction
of the United States. There will be no public offer of the securities
mentioned herein in the United States.
This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business
and related aspects of a purchase of Placing Shares.
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Bookrunner or any of their
respective affiliates, agents directors, officers or employees 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 Bookrunner to inform themselves about and to observe any such
restrictions.
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, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or any other jurisdiction
in which the same would be unlawful. No public offering of the Placing Shares
is being made in any such jurisdiction.
The 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; no product
disclosure statement has been lodged with the New Zealand Financial Markets
Authority; the relevant clearances have not been, and will not be, obtained
for the South Africa Reserve Bank or any other applicable body in the Republic
of South Africa in relation to the Placing Shares and the Placing Shares have
not been, nor will they be registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, Canada, Japan, New Zealand or the Republic of South Africa
or any other jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee 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 herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. In the case of an investor 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. in the case of an investor in a member state of
the EEA (each, a "Member State") who acquires any Placing Shares pursuant to
the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior consent of the
Bookrunner have been given to the offer or resale;
(ii) where Placing Shares have been acquired by it
on behalf of persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment discretion
and has the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. except as otherwise permitted by the Company
and subject to any available exemptions from applicable securities laws, it
(and any person on whose account it is acting, as referred to in paragraph 4
above) is located outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act ("Regulation S");
6. it has not offered, sold or delivered and will
not offer to sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly; and
7. neither it, its affiliates, nor any persons
acting on its behalf, have engaged or will engage in any directed selling
efforts (as defined in Regulation S) with respect to the Placing Shares; and
it is not taking up the Placing Shares for resale in or into the United
States.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on information contained in this Announcement,
the announcement of the pricing of the Placing (the "Placing Results
Announcement") (together, the "Placing Documents") and any other information
publicly announced through a regulatory information service ("RIS") by or on
behalf of the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms set forth
in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Bookrunner or the Company or any other
person and none of the Bookrunner, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any responsibility or liability for any Placee's decision to participate in
the Placing based on any other information, representation, warranty or
statement. 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. No Placee should consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax advisor, and business advisor for
legal, tax and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner has today entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in the Placing
Agreement, the Bookrunner, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees for the Placing
Shares.
The final number of Placing Shares and the Placing Price (as defined below)
will be set out in a share placing supplement agreed between the Bookrunner
and the Company following the Bookbuild (the "Placing Supplement").
The Placing is not underwritten by the Bookrunner. In accordance with the
terms of the Placing Agreement, subject to the execution of the Placing
Supplement, if Placees fail to take up their allocation of Placing Shares at
the Placing Price, the Bookrunner agrees to take up such shares and the
Company agrees to allot and issue such shares to the Bookrunner, at the
Placing Price and on the terms set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and 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 on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all claims, liens, charges, encumbrances and equities.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Placing Shares to
the premium listing segment of the Official List of the UK Listing Authority
(the "Official List") and to London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on its main market
for listed securities (together, "Admission").
It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. (London time) on 14 December 2021 (or such later time and/or date as
the Bookrunner may agree with the Company, not being later than 8.00 a.m.
(London time) on 24 December 2021) and that dealings in the Placing Shares
will commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its absolute discretion following
consultation with the Company, determine.
The Placing may be scaled back by the Company for any reason.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as
bookrunner and placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner may itself agree to be a Placee
in respect of all or some of the Placing Shares or may nominate any member of
its group to do so.
2. The Bookbuild, if successful, will establish a
single price payable to the Bookrunner as agent for the Company by all Placees
whose bids are successful (the "Placing Price"). The Placing Price and the
number of Placing Shares will be agreed by the Bookrunner (in consultation
with the Company) following completion of the Bookbuild. Subject to the
execution of the Placing Supplement, the Placing Price and the number of
Placing Shares to be issued will be announced on an RIS following the
completion of the Bookbuild via the Placing Results Announcement.
3. Allocations of the Placing Shares will be
determined by the Bookrunner after consultation with the Company (the proposed
allocations having been supplied by the Bookrunner to the Company in advance
of such consultation). Subject to the execution of the Placing Supplement,
allocations will be confirmed with Placees orally by the Bookrunner and a
contract note will be despatched to Placees as soon as possible thereafter.
The Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunner and the Company, to acquire the number of
Placing Shares allocated to it and to pay the Placing Price in cleared funds
in respect of such shares on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association. Except with the
Bookrunner's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the Bookrunner. The
terms of this Appendix will be deemed incorporated into that contract note.
5. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
6. All obligations under the Bookbuild and the
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 "Right to
terminate under the Placing Agreement".
7. By participating in the Placing, 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.
8. To the fullest extent permissible by law,
neither the Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, neither the Bookrunner,
nor the Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of the
Bookrunner's conduct of the Placing or of such alternative method of effecting
the Placing as the Bookrunner and the Company may determine.
9. The Placing Shares will be issued subject to
the terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Bookrunner's conduct of the Placing.
10. All times and dates in this Announcement may be
subject to amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 Bookrunner's
obligations under the Placing Agreement are conditional on customary
conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m.
(London time) on 14 December 2021 (or such later time and/or date, not being
later than 8.00 a.m. (London time) on 24 December 2021, as the Bookrunner may
otherwise agree with the Company) (the "Closing Date");
3. the warranties on the part of the Company
contained in the Placing Agreement being true and accurate and not misleading
as at the date of the Placing Agreement and immediately prior to Admission, by
reference to the facts and circumstances then subsisting;
4. the Company having complied with all of its
obligations under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission;
5. the Acquisition Agreement (i) having been duly
executed by the parties thereto by or on the date of the Placing Agreement;
(ii) remaining in full force and effect and not having been materially
modified, or rescinded, lapsed or been terminated (in whole or in part) prior
to Admission (save with the consent of the Bookrunner); and (iii) having
become unconditional in all respects save for any condition relating to: (A)
any Merger Clearance (as that term is defined in the Acquisition Agreement);
and (B) the Works Council Condition (as that term is defined in the
Acquisition Agreement);
6. the execution and delivery of the Placing
Supplement; and
7. in the good faith opinion of the Bookrunner, no
Material Adverse Change having occurred between the date of the Placing
Agreement and Admission (whether or not foreseeable at the date of the Placing
Agreement) (and for the purposes of this paragraph, "Material Adverse
Change" means any material adverse change in, or any development involving a
prospective material adverse change in, or affecting, the condition
(financial, operational, legal or otherwise) or the earnings, management,
business affairs, solvency, credit rating or prospects of the Company or the
Group (taken as a whole whether or not arising in the ordinary course of
business, or, in connection with the Target, a Material Adverse Effect (as
such term is defined in the Acquisition Agreement).
The Bookrunner may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or any part
of the performance thereof (other than in respect of the condition relating to
Admission taking place, which may not be waived). Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Bookrunner by the relevant time or date specified (or such later time or
date as the Company and the Bookrunner may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by it or on its behalf (or any person on whose behalf the Placee
is acting) in respect thereof.
Neither the Bookrunner, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they 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 Bookrunner and there is no obligation whatsoever on the
Bookrunner to consult with Placees on any such decision(s).
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. where it comes to the knowledge of the
Bookrunner that any of the warranties contained in the Placing Agreement was
untrue or inaccurate or misleading when made and/or that any of the warranties
would be untrue or inaccurate or misleading if it were to be repeated at any
time prior to Admission by reference to the facts, matters and circumstances
then subsisting and, in the opinion of the Bookrunner (acting in good faith),
the effect of such is that it would materially prejudice the success of the
Placing or distribution of Placing Shares, or any matter has arisen which
might reasonably be expected to give rise to a claim under the indemnity from
the Company contained in the Placing Agreement;
2. where there is any material adverse change in,
or any development reasonably likely to lead to a material adverse change in,
the condition (financial, operational or legal), the assets, or the earnings,
results of operations or prospects of the Group taken as a whole whether or
not arising in the ordinary course of business and, in the opinion of the
Bookrunner (acting in good faith), the effect of such is that it would
materially prejudice the success of the Placing or the distribution of the
Placing Shares;
3. if any of the Conditions have not been
fulfilled (or have incapable of being fulfilled) and in either case is not
waived by latest time provided in the Placing Agreement; or
4. in the good faith opinion of the Bookrunner, a
Material Adverse Change or certain force majeure events has occurred.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
the Bookrunner of any right of termination or of any other discretion under
the Placing Agreement shall be within its absolute discretion and that the
Bookrunner need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and obligations
terminate only in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by it after
oral confirmation by the Bookrunner of the allocation and commitments
following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that, between the date of the
Placing Agreement and 120 days following Admission, it will not, without the
prior written consent of the Bookrunner allot or issue any Ordinary Shares (or
any other shares or securities in the capital of the Company) or issue any
options over Ordinary Shares (or any securities exchangeable for, or
convertible into, Ordinary Shares) or other shares or securities in the
capital of the Company save for the issue of any options pursuant to (and in
accordance with the rules of) the Company's existing share option or share
incentive schemes or for the issue of Ordinary Shares pursuant to the exercise
of any options under such schemes.
By participating in the Placing, Placees agree that the exercise by the
Bookrunner of any power to grant consent to the undertaking by the Company of
a transaction which would otherwise be subject to the lock-up provisions under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it 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: GB00B1V9NW54)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Bookrunner reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with the Bookrunner stating the number of
Placing Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to the Bookrunner and settlement instructions. 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 in respect of the Placing Shares that it has in place
with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
Bookrunner as agent for the Company and the Bookrunner will enter its delivery
instruction into the CREST system. 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 in respect of the Placing Shares will take
place on 14 December 2021 on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of four
percentage points above the Bank of England's base rate from time to time but
4% per year for any period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Bookrunner's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and will be required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunner nor the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunner (in its capacity
as bookrunner and 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, the following:
General
1. it has read and understood this Announcement in
its entirety and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium
listing segment of the Official List and are admitted to trading on the main
market of the London Stock Exchange and that the Company is therefore required
to publish certain business and financial information in accordance with the
rules and practices of the FCA, which includes a description of the Company's
business and the Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. the person whom it specifies for registration
as holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither the Bookrunner nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other similar taxes
or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and the Bookrunner on an
after-tax basis in respect of any Indemnified Taxes;
4. neither the Bookrunner nor any of its
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person (other than the Bookrunner) in
connection with the Placing;
5. time is of the essence as regards its
obligations under this Announcement;
6. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the Bookrunner;
No distribution of Announcement
7. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;
No prospectus
8. no prospectus or other offering document is
required under the EU Prospectus Regulation or the UK Prospectus Regulation,
nor will one be prepared in connection with the Bookbuild, the Placing or the
Placing Shares and it has not received and will not receive a prospectus or
other offering document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by Bookrunner for their own account
9. in connection with the Placing, the Bookrunner
and any of its affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing 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 the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Bookrunner or any
of its affiliates acting in such capacity;
10. the Bookrunner and its affiliates may enter into
financing arrangements and swaps with investors in connection with which the
Bookrunner and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;
11. the Bookrunner does not intend to disclose the
extent of any investment or transactions referred to in paragraphs 9 and 10
above otherwise than in accordance with any legal or regulatory obligation to
do so;
No fiduciary duty or client of the Bookrunner
12. the Bookrunner does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis
that it is not and will not be a client of the Bookrunner in connection with
its participation in the Placing and that the Bookrunner has no 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 their
respective rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
No responsibility of the Bookrunner for information
14. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Bookrunner nor its affiliates
agents, directors, officers or employees nor any person acting on behalf of
any of them is responsible for or has or shall have any responsibility or
liability for any information, representation or statement contained in, or
omission from, the Placing Documents, the Publicly Available Information or
otherwise nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or statement
contained in the Placing Documents, the Publicly Available Information or
otherwise, provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is
entitled to rely on and on which such Placee has relied in committing itself
to subscribe for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is limited to the
right that such Placee would have as a matter of law in the absence of this
paragraph 15(a)), such information being all that such Placee deems necessary
or appropriate and sufficient to make an investment decision in respect of the
Placing Shares;
(b) it has neither received nor relied on
any other information given, or representations, warranties or statements,
express or implied, made, by the Bookrunner or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither the Bookrunner, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has provided, nor
will provide, it with any material or information regarding the Placing Shares
or the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
the Bookrunner, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such material or
information; and
(d) neither the Bookrunner or the Company
will be liable for any Placee's decision 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;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any
investigation that the Bookrunner, any of its affiliates or any person acting
on its behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
17. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in
financial and business matters to be capable of evaluating the merits and
risks of subscribing for the Placing Shares;
(b) will not look to the Bookrunner for
all or part of any such loss it may suffer;
(c) is experienced in investing in
securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of an investment in the
Placing Shares;
(d) is able to sustain a complete loss of
an investment in the Placing Shares;
(e) has no need for liquidity with respect
to its investment in the Placing Shares;
(f) has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its
own account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
acknowledgements, representations and agreements contained in this
Announcement;
19. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full
power to make the acknowledgments, representations and agreements herein on
behalf of each such person; and
(b) and will remain liable to the Company
and/or the Bookrunner 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);
20. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Bookrunner, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
21. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
22. it irrevocably appoints any duly authorised
officer of each Bookrunner as its agent for the purpose 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 for which it agrees to subscribe for upon the terms of this
Announcement;
Excluded territories
23. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa, or any state, province, territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, the Bookrunner or any person acting on behalf of the Company or
the Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in the United States, Australia, New Zealand, Canada, Japan or
the Republic of South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;
25. unless otherwise specifically agreed with the
Bookrunner, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, New Zealand, Japan, the Republic of
South Africa or any province or territory of Canada;
26. it may be asked to disclose in writing or orally
to the Bookrunner:
(a) if he or she is an individual, his or
her nationality; or
(b) if he or she is a discretionary fund
manager, the jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares, is (i) at the time the
Placing Shares are subscribed for will be, located outside the United States
and is acquiring the Placing Shares in an "offshore transaction" as defined
in, and in accordance with, Regulation S; (ii) has not been offered to
purchase or subscribe for Placing Shares by means of any "directed selling
efforts" as defined in Regulation S;
28. it understands that the Placing Shares have not
been, and will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except pursuant
to an effective registration under the Securities Act, or pursuant to an
exemption from the registration requirements of the Securities Act and in
accordance with applicable state securities laws;
29. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
Compliance with EEA selling restrictions and the EU Prospectus Regulation
30. if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunner in writing, it is a Qualified
Investor;
31. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA 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;
32. if a financial intermediary, as that term is used
in the EU Prospectus Regulation, the Placing Shares subscribed for 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 in circumstances
in which the prior consent of the Bookrunner has been given to each proposed
offer or resale;
33. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in
Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse) in respect of anything done in, from or
otherwise involving, the EEA);
Compliance with FSMA, the UK financial promotion regime and MAR
34. if in the United Kingdom, that it is a "Qualified
Investor" for the purposes of the UK Prospectus Regulation and is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
35. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
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 Financial Services and Markets Act 2000, as amended
(the "FSMA");
36. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by the Bookrunner in its capacity as
an authorised person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or approved as a
financial promotion by an authorised person;
37. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in FSMA
and the UK version of Regulation (EU) No. 596/2014 of the European Parliament
and of the Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
38. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
39. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA 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;
40. in order to ensure compliance with the
Regulations, the Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the
Bookrunner's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the Bookrunner's
or the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identify the
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either the
Bookrunner and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;
Depositary receipts and clearance services
41. the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
42. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Bookrunner may in their
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
Money held on account
43. any money held in an account with the Bookrunner
on behalf of the Placee and/or any person acting on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each 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 Bookrunner's money in accordance with
the client money rules and will be held by it under a banking relationship and
not as trustee;
Allocation
44. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
No recommendation
45. neither the Bookrunner, nor any of its affiliates,
nor any person acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing;
Inside information
46. if it has received any 'inside information' (for
the purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and it has not:
(a) used that inside information to
acquire or dispose of securities of the Company or financial instruments
related thereto or cancel or amend an order concerning the Company's
securities or any such financial instruments;
(b) used that inside information to
encourage, require, recommend or induce another person to deal in the
securities of the Company or financial instruments related thereto or to
cancel or amend an order concerning the Company's securities or such financial
instruments; or
(c) disclosed such information to any
person, prior to the information being made publicly available;
Rights and remedies
47. the rights and remedies of the Company and the
Bookrunner under the terms and conditions in this Announcement 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; and
Governing law and jurisdiction
48. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England 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 (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with 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 the Company or the Bookrunner 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.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as the Bookrunner and are irrevocable. The Bookrunner, the Company and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and the Bookrunner
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.
Indemnity
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Bookrunner and their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by the
Bookrunner, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and 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. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Bookrunner will be responsible and the Placees shall
indemnify the Company and the Bookrunner on an after-tax basis for any stamp
duty or stamp duty reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the Company or the
Bookrunner in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Bookrunner
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of the United Kingdom. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify the Bookrunner and the Company
accordingly. Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold each of the Bookrunner and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that Placee or its
agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
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