REG - Hornby PLC - Proposed £15m Placing and Admission to AIM <Origin Href="QuoteRef">HRN.L</Origin> - Part 2

HornbyAnnouncement

16/07/2015 11:30

- Part 2: For the preceding part double click  ID:nRSR5011Qa 

where
applicable, procured to do, in respect of Ordinary Shares held by their
connected persons) together totalling 109,308 Existing Ordinary Shares and
representing, in aggregate, 0.28 per cent. of the Existing Ordinary Shares. It
is anticipated that: (a) the last day of dealings in the Existing Ordinary
Shares on the Main Market will be 11 August 2015; (b) cancellation of the
listing of Existing Ordinary Shares on the Official List will take effect at
8.00 a.m. on 12 August 2015, being not less than 20 Business Days from the
date of the General Meeting; and (c) Admission will take place, and dealings
in both the Existing Ordinary Shares and the Placing Shares will commence on
AIM, at 8.00 a.m. on 12 August 2015. As the Existing Ordinary Shares are
currently listed on the premium segment of the Official List, the AIM Rules do
not require an admission document to be published by the Company in connection
with the Company's admission to trading on AIM. However, subject to the
passing of the Transaction Resolutions at the General Meeting, the Company
will, following the General Meeting, publish an announcement which complies
with the requirements of Schedule One to the AIM Rules comprising information
required to be disclosed by companies transferring their securities from the
Official List, as an AIM Designated Market, to AIM. Although it is their
intention, there is no guarantee that the Company will be successful in
achieving admission of the Existing Ordinary Shares and the Placing Shares to
trading on AIM or that the conditions in the Placing Agreement will be
satisfied (or, if applicable, waived). The audit opinion from the Company'
auditors, PricewaterhouseCoopers LLP, for the financial year ended 31 March
2015 contains an emphasis of matter paragraph. This draws the reader's
attention to (a) the importance of the Placing and the inter-dependent RCF
Extension to the Board's ability to prepare the accounts on a going concern
basis and (b) the fact that the Placing and the proposed RCF Extension are
both conditional upon the Transaction Resolutions having been passed at a
General Meeting of the Company. Shareholders should note that, unless all of
the Transaction Resolutions are passed by Shareholders at the General Meeting,
none of the Proposals can be implemented. In such circumstances the Placing
and RCF Extension cannot occur and the Company will remain trading on the Main
Market. Risk Factors For a discussion of the risks and uncertainties which you
should take into account when considering whether to vote in favour of the
Resolutions, Shareholders should refer to Part 2 of the Circular. Consequences
of the move to AIM Following Admission, the Company will be subject to the AIM
Rules. Shareholders should note that AIM is self-regulated and that the
protections afforded to investors in AIM companies are less rigorous than
those afforded to investors in companies listed on the premium segment of the
Official List. Shareholders should further note that the share price of AIM
companies can be highly volatile, which may prevent Shareholders from being
able to sell their Ordinary Shares at or above the price they paid for them.
The Offer Price may not be indicative of prices that will prevail in the
trading market and investors may not be able to resell the Ordinary Shares at
or above the price they paid for them. The market price and the realisable
value for the Ordinary Shares could fluctuate significantly for various
reasons, many of which are outside the Group's control. In addition, the
published market price of the Ordinary Shares will be, typically, their middle
market price. Due to the potential difference between the middle market price
of the Ordinary Shares and the price at which the Ordinary Shares can be sold,
there is no guarantee that the realisable value of the Ordinary Shares will be
the same as the published market price. Whilst there are some similarities in
the obligations of a company whose shares are traded on AIM to those of
companies whose shares are listed on the premium segment of the Official List,
there are also significant differences. For a discussion of these differences
Shareholders should refer to paragraph 8.3 of Part 1 of the Circular.
Following Admission, Ordinary Shares that are held in uncertificated form will
continue to be held and dealt through CREST. Share certificates representing
those Ordinary Shares held in certificated form will continue to be valid and
no new certificates will be issued in respect of such Ordinary Shares
following a move to AIM. In addition, the City Code on Takeovers and Mergers
will continue to apply to the Company following Admission, as the Company is
incorporated in the UK. The Board does not envisage that there will be any
significant alteration to the standards of reporting and governance which the
Company currently maintains. The Company will maintain its Audit and
Remuneration Committees which will be subject to the same terms and
conditions. Related party transactions  New Pistoia and Phoenix are related
parties of the Company for the purposes of the Listing Rules as they have
existing shareholdings in the Company that are greater than 10 per cent.,
being 23.30 per cent. and 15.98 per cent., respectively as at 17 June 2015.
Therefore their proposed participation in the Placing will require Shareholder
approval. It is proposed that New Pistoia and Phoenix will participate in the
Placing in respect of 3,679,500 and 5,034,474 Placing Shares, respectively.
New Pistoia and Phoenix will abstain, and will take all reasonable steps to
ensure that their associates (as defined in the Listing Rules) will abstain
from voting at the General Meeting in relation to Resolution 2 for the
approval of the Related Party Transaction. As detailed below, in respect of
the other Resolutions each of New Pistoia and Phoenix have irrevocably
undertaken to vote in favour of such Resolutions. The Directors will not
participate in the Placing but may acquire secondary Ordinary Shares in the
aftermarket. In the event that any Director does acquire secondary Ordinary
Shares in the aftermarket, the Company will issue a regulatory announcement to
notify the market of such director dealing. The Board having been so advised
by the Company's sponsor, Numis Securities, consider the terms of the Related
Party Transaction are fair and reasonable in so far as the Shareholders are
concerned. Roger Canham, who is a director of both Phoenix and the Company,
has refrained, in accordance with Listing Rule 13.6.2(1), from taking part in
either the Board's consideration of the Related Party Transaction, or the
Board's recommendation in connection with the Related Party Transaction.
General Meeting Set out in the Circular is a notice convening the General
Meeting of the Company to be held at 08.30 a.m. on 13 July 2015 at the offices
of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA
at which the Resolutions summarised below will be proposed: Resolution 1 - as
a special resolution, to authorise the Directors to cancel the listing of the
Existing Ordinary Shares on the Official List and to remove such Existing
Ordinary Shares from trading on the London Stock Exchange's Main Market and to
apply for admission of the Existing Ordinary Shares and the Placing Shares to
trading on AIM; Resolution 2 - as an ordinary resolution, for the Independent
Shareholders to approve the Related Party Transaction for the purposes of the
Listing Rules; Resolution 3 - as an ordinary resolution, to authorise the
Directors to allot the Placing Shares; Resolution 4 - as a special resolution,
to authorise the Directors under section 570 of the Act, to disapply
pre-emption rights in connection with the allotment of the Placing Shares; and
Resolution 5 - as a special resolution to adopt the New Articles as the
articles of the association of the Company. Irrevocable undertakings Each of
Richard Ames, Nick Stone, Roger Canham and Charlie Caminada have given an
irrevocable undertaking to vote or, where applicable, to procure the casting
of votes by their connected persons (as defined in section 252 of the
Companies Act 2006), in favour of the Resolutions in respect of their own
beneficial holdings of Existing Ordinary Shares together totalling 109,308,
representing in aggregate 0.28 per cent. of the issued Existing Ordinary
Shares. Recommendations and importance of vote The Board believes that the
Proposals are in the best interests of the Company and Shareholders as a
whole. Accordingly, the Board unanimously recommends that Shareholders vote in
favour of the Resolutions, as the Directors have irrevocably undertaken to do
in respect of their own beneficial shareholdings (or, where applicable,
procured to so in respect of Ordinary Shares held by their connected persons)
amounting, in aggregate, to 109,308 Existing Ordinary Shares and representing
approximately 0.28 per cent. of the Company's existing issued share capital.
Shareholders should note that, unless all of the Transaction Resolutions are
passed by Shareholders at the General Meeting, none of the Proposals can be
implemented. In such circumstances Admission, the Placing and the RCF
Extension cannot occur, the Company will remain trading on the Main Market and
the consequences discussed in the section of this announcement entitled
'Background to the Placing and use of proceeds' will apply. In light of this,
the Directors believe that the Proposals are in the best interests of
Shareholders and that it is very important that Shareholders vote in favour of
the Transaction Resolutions so that the Proposals can be implemented. EXPECTED
TIMETABLEThe expected timetable for the principal events is set out below: 
 
 Announcement of the Proposals and publication of this        18 June 2015                 
 document                                                                                  
 Last time and date for receipt of Forms of Proxy             8.30 a.m. on 11 July 2015    
 General Meeting                                              8.30 a.m. on 13 July 2015    
 Publication of Schedule One announcement                     14 July 2015                 
 Last day of dealings in the Existing Ordinary Shares on the  11 August 2015               
 Main Market                                                                               
 Cancellation of listing of the Existing Ordinary Shares on   8.00 a.m. on 12 August 2015  
 the Official List                                                                         
 Admission and commencement of dealings in the                8.00 a.m. on 12 August 2015  
 Existing Ordinary Shares and the Placing Shares on AIM                                    
 CREST accounts credited with Placing Shares in               8.00 a.m. on 12 August 2015  
 uncertificated form                                                                       
 Dispatch of definitive share certificates in respect of      24 August 2015               
 Placing Shares to be issued in certificated form by                                       
 
 
Each of the times and dates in the table above is indicative only and may be
subject to change. If any of the details contained in the timetable above
should change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service. 
 
APPENDIX 
 
TERMS AND CONDITIONS 
 
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH
IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (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 APPENDIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 
 
THE SECURITIES MENTIONED HEREIN 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 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. 
 
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), 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. 
 
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES . 
 
Persons who are invited to and who choose to participate in the placing (the
"Placing") of 15,789,474 new ordinary shares (the "Placing Shares") in Hornby
plc (the "Company"), 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 (i) be
deemed to have read and understood this Announcement, including this Appendix,
in its entirety; and (ii) be making such offer on the terms and conditions
contained in this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and undertakings
set out herein. 
 
In particular each such Placee represents, warrants to the Company and Numis
(as defined below) and acknowledges that: 
 
(a)           it is a Relevant Person (as defined above) and undertakes that
it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; 
 
(b)           it is and, at the time the Placing Shares are acquired, will be
outside the United States and is acquiring the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act ("Regulation S") and is acquiring beneficial interests in the
Placing Shares for its own account; if acquiring the Placing Shares for the
account of one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements herein on
behalf of each such account; and 
 
(c)           if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of Numis (as defined below) has been
given to each such proposed offer or resale. 
 
The Company and Numis will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements. 
 
This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. 
 
These materials may not be published, distributed or transmitted by any means
or media, directly or indirectly, in whole or in part, in or into the United
States.  These materials do not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States.  Securities may not be
offered or sold in the United States absent (i) registration under the
Securities Act or (ii) an available exemption from registration under the
Securities Act. The securities mentioned herein have not been, and will not
be, registered under the Securities Act and will not be offered to the public
in the United States. The Placing Shares are being offered and sold to persons
located outside the United States in "offshore transactions" as defined in and
pursuant to Regulation S in a transaction exempt from or not subject to the
registration requirements of the Securities Act. 
 
This Announcement and the information contained herein is not for publication
or distribution, directly or indirectly, to persons in Australia, Canada,
Japan or the Republic of South Africa or in any other jurisdiction in which
such publication or distribution would be unlawful. Persons into whose
possession this Announcement may come are required by the Company to inform
themselves about and to observe any restrictions of transfer in this
Announcement. No public offer of securities of the Company is being made in
the United Kingdom or elsewhere. 
 
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; and none of the
Placing Shares have been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa. Accordingly, none of
the Placing Shares may (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 or the Republic of South Africa or any
other jurisdiction outside the United Kingdom. 
 
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action. 
 
Details of the Placing Agreement and the Placing Shares 
 
Numis Securities Limited ("Numis") is acting as agent for and on behalf of the
Company in connection with the Placing and has entered into a placing
agreement (the "Placing Agreement") with the Company under which Numis has
agreed to use its reasonable endeavours to procure Placees to take up the
Placing Shares at the Placing Price (as defined below), on the terms and
subject to the conditions set out therein. 
 
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 1 pence per
share in the capital of the Company (the "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. 
 
Application for admission to trading 
 
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for admission to trading of the Placing Shares on its AIM Market
("AIM") ("Admission"). 
 
It is expected that Admission of the Placing Shares will become effective at
or around 8.00 a.m. (London time) on 12 August 2015 (or such later time and/or
date as Numis may agree with the Company) (the "Placing Closing Date") and
that dealings in the Placing Shares will commence at that time. 
 
Participation in, and principal terms of, the Placing 
 
1             Numis is arranging the Placing as placing agent of the Company
for the purpose of procuring Placees at the Placing Price for the Placing
Shares. 
 
2             Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Numis. 
 
3             The price per Placing Share (the "Placing Price") is fixed at 95
pence and is payable to Numis (as agent of the Company) by all Placees. 
 
4             Each Placee's allocation is determined by Numis in its
discretion following consultation with the Company and has been or will be
confirmed orally by Numis and a trade confirmation will be dispatched as soon
as possible thereafter. Numis' oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person in favour of Numis and
the Company, to acquire the number of Placing Shares allocated to it and to
pay the relevant Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of association. Except
with Numis' consent, such commitment is not capable of variation or
revocation. 
 
5             Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by Numis. The terms of this Appendix will
be deemed incorporated in that contract note. 
 
6             Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Numis (as agent for the Company), to pay to Numis
(or as Numis directs) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to
acquire and the Company has agreed to allot and issue to that Placee. 
 
7             Irrespective of the time at which a Placee's allocation pursuant
to the Placing is 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". 
 
8             All obligations of Numis under the Placing will be subject to
fulfilment 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". 
 
9             By participating in the Placing, each Placee will agree 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. 
 
10           Except as required by law or regulation, no press release or
other announcement will be made by Numis 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           To the fullest extent permissible by law, neither Numis, 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 Numis, 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 Numis' conduct of the Placing or of such
alternative method of effecting the Placing as Numis 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. 
 
Numis' obligations under the Placing Agreement in relation to the Placing of
the Placing Shares are conditional on, inter alia: 
 
(a)           Admission of the Placing Shares occurring at or before 8:00 a.m.
(London time) on the Placing Closing Date (or such later time and/or date as
the Company and Numis may otherwise agree not being later than 5.00 p.m. on 26
August 2015); 
 
(b)           none of the warranties of the Company contained in the Placing
Agreement being untrue, inaccurate or misleading at any time before
Admission; 
 
(c)           the Company having complied with all its obligations to be
satisfied under the Placing Agreement on or before the Placing Closing Date;
and 
 
(d)           certain of the resolutions to be proposed at the general meeting
of the Company to be held on or around 13 July 2015 (the "Resolutions") having
been duly passed. 
 
If: (i) any of the conditions in relation to the Placing of the Placing Shares
contained in the Placing Agreement, including those described above, are not
fulfilled or (where permitted) waived by Numis by the relevant time or date
specified (or such later time or date as the Company and Numis may agree not
being later than 5.00 p.m. on 26 August 2015); or (ii) any of such conditions
become incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof. 
 
Numis may, at its discretion and upon such terms as it considers fit, waive
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the above conditions relating to the passing of the Resolutions and to
Admission taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement. 
 
Numis shall not have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
it may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing nor for any decision 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 Numis. 
 
Right to terminate under the Placing Agreement 
 
Numis is entitled, at any time before Admission of the Placing Shares, to
terminate the Placing Agreement in relation to those shares in accordance with
its terms in certain circumstances, including, inter alia: (i) any breach of
the warranties given by the Company in the Placing Agreement becoming untrue,
incorrect or misleading; (ii) the failure of the Company to comply with
obligations under the Placing Agreement or applicable laws; (iii) if there is
any event that would or might materially affect the financial position or
prospects of the Company or its subsidiaries (together, the "Group") or which
will or might be prejudicial to the Group or the Placing or Admission or to
the subscription for the Placing Shares by the Placees; or (iv) the occurrence
of an adverse macro-economic or political change, or a change in stock market
conditions which will or is likely to be prejudicial to the Group or to the
Placing or Admission or the subscription for the Placing Shares by the
Placees. 
 
By participating in the Placing, Placees agree that the exercise by Numis of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Numis 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. 
 
No Admission Document or 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 an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. 
 
No offering document or prospectus has been or will be submitted to be
approved by the London Stock Exchange or any other regulatory body in relation
to the Placing. 
 
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) released by the
Company today and subject to the further terms set forth in the contract note
to be provided to individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement
(including this Appendix) and all other publicly available information
previously published by the Company by notification to a Regulatory
Information Service or otherwise filed by the Company is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company or Numis or any other person and none of the
Company or Numis 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. 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 the
liability of any person for fraudulent misrepresentation by that person. 
 
Registration and Settlement 
 
Settlement of transactions in the Placing Shares (ISIN: GB00B01CZ652)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions, Numis
and the Company 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 deem necessary 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 allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place with Numis
stating the number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to Numis 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 Numis. 
 
It is expected that settlement of the Placing Shares will be on 12 August
2015, in accordance with the instructions set out in the trade confirmation. 
 
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by Numis. 
 
Each Placee is deemed to agree that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Numis'
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 may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) or other similar taxes 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 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
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing. 
 
Representations, Warranties and Further Terms 
 
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably in favour of the Company and Numis: 
 
1             represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement; 
 
2             acknowledges that no offering document or prospectus has been or
will be prepared in connection with the Placing and represents and warrants
that it has not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares; 
 
3             acknowledges that none of Numis, the Company, 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 regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Numis, the Company, any of their
respective affiliates or any person acting on behalf of any of them to provide
it with any such information; 
 
4             acknowledges that the Company's ordinary shares are currently
listed on the premium 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 access to such information, or comparable information concerning other
publicly traded companies, in each case without undue difficulty.  The Company
is intending to de-list from the Main Market of the London Stock Exchange and
apply for Admission; 
 
5             acknowledges that none of Numis, any person acting on behalf of
it or them, or any of its affiliates has or shall have any liability for any
publicly available or filed information or any representation relating to the
Company, provided that nothing in this paragraph excludes the liability of any
person for fraudulent misrepresentation made by that person. 
 
6             acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of Numis, nor
their respective affiliates or any person acting on behalf of any of them has
or shall have any liability for any information, representation or statement
contained in, or omission from, this Announcement or any information
previously published by or on behalf of the Company, pursuant to applicable
laws, 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 otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire Placing Shares is
contained in this Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such information
being all that such Placee deems necessary or appropriate and sufficient 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
representations, warranties or statements made, by any of Numis or the Company
nor any of their respective affiliates and none of Numis or the Company will
be liable for any Placee's decision to accept an invitation to participate in
the Placing based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that person; 
 
7             acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Numis, any of their affiliates or any person
acting on their behalf, may have conducted with respect to the Placing Shares
or the Company, and none of such persons has made any representation, express
or implied, with respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of any publicly available or filed information or any
representation relating to the Company; each Placee further acknowledges that
it has conducted its own investigation of the Company and the Placing Shares
and has received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares; 
 
8             acknowledges that it 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 ; 
 
9             acknowledges that none of Numis, their respective affiliates or
any person acting on behalf of any of them has or shall have any liability for
any information made publicly available by or in relation to the Company or
any representation, warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent misrepresentation made by
that person; 
 
10           acknowledges that the Placing Shares have not been, and will not
be, registered under the Securities Act; and represents and warrants that (i)
it is and, at the time the Placing Shares are acquired, will be either (a)
outside the United States and acquiring the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation S; (ii) if
it is acquiring the Placing Shares for the account of one or more other
persons, it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account; (iii) it is not acquiring the Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or 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); and (iv) it will not
publish, distribute or transmit these or any other documents or information
related to the Placing, by any means or media, directly or indirectly, in
whole or in part, in or into the United States; 
 
11           acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) will not look to Numis or the Company for
all or part of any such loss it may suffer, (iii) 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 , (iv) is able to sustain a complete loss of an investment
in the Placing Shares and (v) has no need for liquidity with respect to its
investment in the Placing Shares; 
 
12           undertakes, unless otherwise specifically agreed with Numis and
the Company, that it 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 Australia, Canada, Japan or South Africa and further acknowledges that the
Placing Shares have not been and will not be registered under the securities
legislation of the United States, Australia, Canada, Japan or South Africa
and, subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions; 
 
13           acknowledges that the Placing Shares have not been and will not
be registered 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 or any state or jurisdiction thereof, Australia, Canada, Japan or South
Africa and, subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into those
jurisdictions; 
 
14           acknowledges that the Placing Shares are being subscribed for
investment purposes, and not with a view to offer, resell or distribute within
the meaning of the United States securities laws; 
 
15           acknowledges that no representation has been made as to the
availability of any exemption under the Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares; 
 
16           represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that 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; 
 
17           represents and warrants that it has complied with its obligations
under the Criminal Justice Act 1993, section 118 of the Financial Services and
Markets Act 2000 (the "FSMA") 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
Regulations 2007 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; 
 
18           represents and warrants that it is acting as principal only in
respect of the Placing or, if it is acting for any other person: (i) it is
duly authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Company and/or Numis 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); 
 
19           if a financial intermediary, as that term is used in Article 3(2)
of the EU Prospectus Directive, represents and warrants that the Placing
Shares purchased 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 which has
implemented the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Numis has been given to the offer
or resale; 
 
20           represents and warrants that 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 FSMA; 
 
21           represents and warrants 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 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 in and which will not result in an offer to the public in any member
state of the EEA within the meaning of the Prospectus Directive; 
 
22           represents and warrants that it has only communicated or caused
to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person; 
 
23           represents and warrants that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the United
Kingdom; 
 
24           represents and warrants, if in a Member State of the European
Economic Area, unless otherwise specifically agreed with Numis and the Company
in writing, that it is a "qualified investor" within the meaning of Article
2(1)(e) of the Prospectus Directive; 
 
25           represents and warrants, if in the United Kingdom, that it 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 Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (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 this Announcement may otherwise lawfully be communicated; 
 
26           acknowledges and agrees that no action has been or will be taken
by either the Company or Numis or any person acting on behalf of the Company
or Numis that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose
is required; 
 
27           represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has fully observed such laws and obtained
all such governmental and other guarantees, permits, authorisations, approvals
and consents which may be required thereunderand 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 Appendix)
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 Numis, 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; 
 
28           undertakes that it (and any person acting on its behalf) will
make payment in respect of the Placing Shares allocated to it in accordance
with this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as Numis
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 may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's Placing Shares; 
 
29           that its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that Numis 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; 
 
30           acknowledges that none of the Company nor Numis, nor any of their
respective 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 and that its
participation in the Placing is on the basis that it is not and will not be a
client of Numis in connection with its participation in the Placing and that
Numis have no duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right; 
 
31           undertakes that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Numis nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company and Numis on
an after-tax basis in respect of any Indemnified Taxes on the basis that the
Placing Shares will be allotted to the CREST stock account of Numis who will
hold them as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions; 
 
32           acknowledges that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions set out in this
Appendix, 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 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 (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 Numis in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange; 
 
33           agrees to indemnify on an after tax basis and hold the Company,
Numis and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
34           represents and warrants that it has neither received nor relied
on any inside information concerning the Company prior to or in connection
with accepting this invitation to participate in the Placing and is not
purchasing Placing Shares on the basis of material non-public information; 
 
35           acknowledges that its commitment to subscribe for Placing Shares
on the terms set out herein and in the trade confirmation or contract note
will continue notwithstanding any amendment that may in future be made to the
terms of the Placing, and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's conduct
of the Placing; 
 
36           if it is a pension fund or investment company, its purchase of
Placing Shares is in full compliance with applicable laws and regulations;
and 
 
37           agrees that the Company, Numis and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Numis on their own behalf and on behalf of the Company and are irrevocable
and it a irrevocably authorises the Company and Numis 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. 
 
The foregoing representations, warranties and confirmations are given to Numis
for itself and on behalf of the Company and are irrevocable. 
 
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 may be payable, for which neither the
Company nor Numis will be responsible and the Placees shall indemnify the
Company and Numis on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify Numis
accordingly. 
 
The Company and Numis are not liable to bear any transfer taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of the United Kingdom.
Each Placee should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify Numis accordingly. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold each of Numis 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 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 outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither the Company nor Numis owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities in
the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis or any of its affiliates may, at its absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Numis,
any money held in an account with Numis 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 Numis' money in accordance with the client money
rules and will be used by Numis in the course of its own business and the
Placee will rank only as a general creditor of Numis. 
 
All times and dates in this Announcement may be subject to amendment. Numis
shall notify the Placees and any person acting on behalf of the Placees of any
changes. 
 
This information is provided by RNS
The company news service from the London Stock Exchange