REG - JTC PLC - Proposed Placing of New Ordinary Shares
14/06/2023 16:45
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RNS Number : 7495C JTC PLC 14 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
14 June 2023
For immediate release
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Proposed Placing of New Ordinary Shares
JTC, the global provider of fund, corporate and private client services,
announces its intention to conduct a non pre-emptive placing of new ordinary
shares (the "Placing Shares") of 1p each in the capital of the Company (the
"Placing") to raise gross proceeds of c.£62 million, representing
approximately 6 per cent. of the current issued share capital of the Company.
The total number of Placing Shares will not exceed 10.0 per cent. of the
current issued share capital of the Company and the issue and allotment of the
Placing Shares will be within the existing authorities of the JTC Board of
Directors.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild"), which will be launched immediately following this announcement
and will be made available to new and existing eligible institutional
investors. The Placing is subject to the terms and conditions set out in
Appendix 1 to this announcement (which forms part of this Announcement, and
such announcement and its Appendices together being this "Announcement").
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler & Co. KG
("Berenberg") are acting as joint bookrunners (the "Joint Bookrunners") in
connection with the Placing.
Use of Proceeds
The net proceeds of the Placing will be used to part-fund the acquisition of
TC3 Group Holdings LLC, trading as South Dakota Trust Company ("SDTC") for
total consideration of up to $270 million (c.£214.1 million 1 (#_ftn1) )
(the "Acquisition")(1). Further information on the Acquisition can be found in
the Acquisition announcement released separately by the Company today.
The Acquisition is subject to customary US merger control as well as
regulatory approval in South Dakota (SD) and is expected to complete before
the end of August 2023. The Placing is not conditional upon the completion of
the Acquisition and, in the event that the Acquisition does not occur, the
current intention of the directors of the Company is that the net proceeds of
the Placing will be invested on a short-term basis while they evaluate other
acquisition opportunities.
Kate Beauchamp, non-executive director of the Group, and the JTC EBT intend to
participate in the Placing. Further details will be contained in Placing
results announcement.
Details of the Placing
Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Numis Securities
Limited ("Numis") are acting as Joint Bookrunners (together, the
"Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in Appendix 1 to
this announcement.
The Bookrunners 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. 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 the Company and the
Bookrunners. Details of the Placing Price and the number of Placing Shares to
be issued will be announced as soon as 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 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.
The Placing is not conditional upon the approval by the Company's
shareholders. The Company acknowledges that it is seeking to issue Placing
Shares representing approximately 6 per cent. of its existing issued ordinary
share capital on a non pre-emptive basis and has therefore consulted, where
possible, with the Company's major institutional shareholders ahead of this
Announcement. The Placing structure has been chosen as it minimises cost, time
to completion and use of management time. The consultation has confirmed the
Board's view that the Placing is in the best interests of shareholders, as
well as wider stakeholders in JTC.
Applications will be made (i) to the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares to the premium listing segment of the
Official List; and (ii) to London Stock Exchange plc for admission of the
Placing Shares to trading on its main market for listed securities (together,
"Admission").
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. Appendix 1 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 Appendix 2 (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 Appendices) 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 Appendix 1.
This Announcement contains inside information for the purposes of the Market
Abuse Regulation (Regulation (EU) No 596/2014) as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and
as amended by regulation 11 of the Market Abuse (amendment) (EU Exit)
Regulations 2019/310 ("MAR"). Market soundings, as defined in MAR, were taken
in respect of the Placing, with the result that certain persons became aware
of inside information relating to the Company and its securities, as permitted
by MAR. That inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding are no
longer in possession of inside information relating to the Company and its
securities.
Current Trading
JTC is pleased to confirm that good momentum has continued in current
financial year, and the Group continues to trade in line with market
expectations for the full year.
For further information please contact:
JTC plc Tel: +44 (0)1534 700 000
Nigel Le Quesne, Chief Executive Officer
Martin Fotheringham, Chief Financial Officer
David Vieira, Chief Communications Officer
Numis (Joint Bookrunner and Corporate Broker) Tel: +44 (0)20 7260 1000
Stuart Skinner
Julian Cater
William Baunton
William Wickham
Tom Burrows Smith
Berenberg (Joint Bookrunner and Corporate Broker) Tel: +44 (0) 20 3207 7800
Toby Flaux
Ben Wright
James Thompson
Milo Bonser
Camarco (Financial PR)
Geoffrey Pelham-Lane +44 (0)7733 124 226
Sam Morris +44 (tel:++44%207796%20827%20008) (tel:++44%207796%20827%20008) (0)
(tel:++44%207796%20827%20008) (tel:++44%207796%20827%20008) 7796 827 008
(tel:++44%207796%20827%20008)
The person responsible for releasing this announcement is Miranda Lansdowne,
Company Secretary.
JTC LEI: 213800DVUG4KLF2ASK33
Important Notices
No action has been taken by the Company, Berenberg, or Numis or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and to observe,
such restrictions.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act" ), or with any securities regulatory authority of any State
or other jurisdiction of the United States, and may not be offered, sold or
transferred directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the Company only
(i) outside the United States in "offshore transactions" (as such terms are
defined in Regulation S under the Securities Act ("Regulation S" )) pursuant
to Regulation S under the Securities Act and otherwise in accordance with
applicable laws; and (ii) in the United States to a limited number of
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act). No public offering of securities is being made in the United States.
This announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), persons who are qualified investors, within the meaning of
Article 2(E) of the Prospectus Regulation ("Qualified Investors"); or (b) if
in the United Kingdom, 'Qualified Investors' within the meaning of Article
2(E) of the UK Prospectus Regulation and who are also: (i) persons 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 (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2) of the order, or (c) other persons to whom it may otherwise
be lawfully communicated, and in all cases who are capable of being
categorised as a professional client or an eligible counterparty for the
purposes of the FCA conduct of business rules, (all such persons referred to
in (a), (b) and (c) above together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is
available in the EEA or the United Kingdom only to Relevant Persons and will
be engaged in only with Relevant Persons. This Announcement must not be acted
on or relied on by persons in the EEA or the United Kingdom who are not
Relevant Persons.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of the Placing Shares. No such
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon the merits of any proposed offering of the Placing
Shares and any representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any
state, province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, the Republic
of South Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.
This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (Cth) ("Corporations Act") or a product disclosure
statement under Chapter 7 of the Corporations Act and will not be lodged with
the Australian Securities and Investments Commission. No offer of Placing
Shares is or will be made to persons in Australia pursuant to this
Announcement, except to a person who is a "sophisticated investor" within the
meaning of section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 708(11) of the Corporations Act and a wholesale
client under section 761G(7) of the Corporations Act. If any Placing Shares
are issued, they may not be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors is not
required under Part 6D.2 of the Corporations Act.
By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (each a "Placee")
by making an oral or written and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained in Appendix 1 to this Announcement and to
be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may it be construed as,
a profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Joint Bookrunners,
their respective affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the
rules of the London Stock Exchange or the FCA.
Each of the Joint Bookrunners and their respective affiliates may have engaged
in transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which they would
have received customary fees and commissions. Each of the Joint Bookrunners
and their respective affiliates may provide such services to the Company
and/or its affiliates in the future.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or by any of its affiliates or any person
acting on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Numis is authorised and regulated in the United Kingdom by the Financial
Conduct Authority and is acting solely for the Company and no-one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing,
the contents of this Announcement or any other matters described in this
Announcement. Numis will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in connection with the Placing, the contents of this Announcement or any other
matters described in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised
under the Temporary Permissions Regime and is subject to limited regulation by
the Financial Conduct Authority, is acting solely for the Company and no-one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing, the contents of this Announcement or any other matters described
in this Announcement. Berenberg will not be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in connection with the Placing, the contents of this
Announcement or any other matters described in this Announcement.
UK Product Governance Requirements
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 European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the
criteria of professional clients as defined in Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the EUWA and (c) eligible
counterparties as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all distribution channels
as are permitted by 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, the Bookrunners 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market
Assessment, the Bookrunners are only procuring investors who meet the criteria
of professional clients and eligible counterparties. For the avoidance of
doubt, the EU Target Market Assessment does not constitute: (a) an assessment
of suitability of appropriateness for the purposes of MiFID II; 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.
If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
Appendix 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS
RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF
IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK PROSPECTUS REGULATION (AS DEFINED HEREIN) AND WHO ARE ALSO: (I)
PERSONS 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 (II) HIGH NET WORTH BODIES
CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR (C) OTHER PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED, AND IN ALL CASES WHO ARE
CAPABLE OF BEING CATEGORISED AS A PROFESSIONAL CLIENT OR AN ELIGIBLE
COUNTERPARTY FOR THE PURPOSES OF THE FCA CONDUCT OF BUSINESS RULES, (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS.
PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES)
DISTRIBUTING THIS ANNOUNCEMENT (OR ANY PART THEREOF) MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO AND SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING
ANY ACTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES
IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
The Placing Shares have not been and will not be registered under the US
Securities Act or under any securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, resold, pledged,
transferred, distributed or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act, and in compliance with the securities laws of any state or other
jurisdiction of the United States.
The Placing Shares are being offered and sold only: (i) outside of the United
States in accordance with Regulation S and otherwise in accordance with
applicable laws; and (ii) in the United States only to a limited number of
investors that are "qualified institutional buyers" ("QIBs") as defined in
Rule 144A under the US Securities Act, pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act. The Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed offering of the
Placing Shares, or the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence in the United States.
There will be no public offer of the securities mentioned herein in the United
States.
In Canada the Placing Shares are being offered and sold only to persons who
are (i) purchasing as principal, or are deemed to be purchasing as principal
in accordance with applicable Canadian securities laws, for investment only
and not with a view to resale or redistribution; (ii) "accredited investors"
as such term is defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); and (iii) "permitted clients"
as such term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts
("NI 33-105") (or section 3A.4 in the case of securities issued or guaranteed
by the government of a non-Canadian jurisdiction), the Placing is conducted
pursuant to any exemption from the requirement that Canadian investors be
provided with certain underwriter conflicts of interest disclosure that would
otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY
OR ELSEWHERE.
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, to persons in the United States, Canada, Australia, New Zealand,
Japan, the Republic of Ireland or the Republic of South Africa or any other
jurisdiction in which publication or distribution of this Announcement and/or
an offer to sell or issue, or the solicitation of an offer to buy or subscribe
for, Placing Shares (or the acceptance of any such offer) would be unlawful
(each a "Restricted Territory").
The distribution of this Announcement and/or the Placing and/or the offer or
sale of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or by Numis or by Berenberg or
any of their respective Affiliates, or any person acting on behalf of any of
them, which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.
Persons (including, without limitation, custodians, nominees and trustees)
distributing this Announcement (or any part thereof) must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
custodians, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and the Banks to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares in the United Kingdom and the EEA will be
made pursuant to an exemption under the UK Prospectus Regulation or the
Prospectus Regulation (as applicable) from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of FSMA does
not apply.
Accordingly, subject to certain exceptions, the Placing Shares may not be
offered, sold, transferred or delivered, directly or indirectly, in or into
any Restricted Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or organised
in or under the laws of a Restricted Territory.
This Announcement should be read in its entirety.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by either Bank or any of their respective Affiliates, or any
person acting on behalf of any of them as to or in relation to, the accuracy
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefor is expressly disclaimed.
Numis is authorised and regulated in the United Kingdom by the Financial
Conduct Authority and is acting solely for the Company and no-one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing,
the contents of this Announcement or any other matters described in this
Announcement. Numis will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in connection with the Placing, the contents of this Announcement or any other
matters described in this Announcement.
Berenberg, which is authorised and regulated by the German Federal Financial
Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised
under the Temporary Permissions Regime and is subject to limited regulation by
the Financial Conduct Authority, is acting solely for the Company and no-one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing, the contents of this Announcement or any other matters described
in this Announcement. Berenberg will not be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in connection with the Placing, the contents of this
Announcement or any other matters described in this Announcement.
None of the Company, the Banks or any of their respective Affiliates, or
any person acting on behalf of any of them, makes any representation or
warranty, express or implied, to any Placees regarding any investment in the
securities referred to in this Announcement under the laws applicable to such
Placees.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be bound by the terms and conditions
contained in this Appendix, including being deemed to provide (and shall only
be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements, indemnities,
undertakings, confirmations and agreements set out herein.
In particular each such Placee represents, warrants, acknowledges, undertakes,
confirms and agrees with each Bank (in its capacity as bookrunner and as
placing agent of the Company in respect of the Placing) and the Company that:
(a) 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;
(b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, acknowledgements, indemnities, undertakings,
confirmations and agreements contained in this Announcement;
(c) it and any account with respect to which it exercises sole
investment discretion, is (i) outside the United States and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in accordance
with, Regulation S under the US Securities Act; or (ii) a QIB; and
(d) if it is a financial intermediary, as that term is used in
Article 2(d) of the UK Prospectus Regulation or the Prospectus Regulation (as
applicable), that it understands the resale and transfer restrictions set out
in this Appendix and 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 to Relevant Persons, or in circumstances in which the prior
consent of the Banks has been given to each such proposed offer or resale.
Each Placee located in the United States shall make specific representations,
warranties, acknowledgements and agreements pursuant to a US investor letter
(the "US Investor Letter") to the Company and the Banks. The Company and the
Banks will rely upon the truth and accuracy of the representations,
warranties, acknowledgements and agreements made pursuant to the US Investor
Letter.
Each Placee located in Canada shall make specific representations, warranties,
acknowledgements and agreements pursuant to a Canadian permitted investor
representation letter (the "Canadian Investor Letter") to the Company and
the Banks. The Company and the Banks will rely upon the truth and accuracy of
the representations, warranties, acknowledgements and agreements made pursuant
to the Canadian Investor Letter.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence a bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as bookrunners in connection with the Placing and have
entered into an agreement with the Company (the "Placing Agreement") under
which, subject to the terms and conditions set out therein, each Bank, as
agent for and on behalf of the Company, agrees to use its reasonable
endeavours to procure Placees for the Placing Shares at the Placing Price (as
defined below).
The Placing is not underwritten.
The Placing and completion of the Acquisition are not inter-conditional.
The Placing is not conditional upon approval of the Company's shareholders.
The Placing Shares will be issued by the Company under the allotment authority
and disapplication of pre-emption rights granted by shareholders at the
Company's annual general meeting held on 23 May 2023.
The final number of Placing Shares and the Placing Price will be set out in a
share placing supplement agreed between the Banks and the Company following
the Bookbuild (the "Placing Supplement").
The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and the Banks. Results of the Placing will be
announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared in respect of
the Ordinary Shares after the date of issue. The Placing Shares will be
issued free of any encumbrances, liens or other security interests.
Application for admission to trading
Applications will be made to the Financial Conduct Authority ("FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA and to London Stock Exchange plc ("London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for listed
securities.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing as agents of the
Company. Participation will only be available to persons who may lawfully
be, and are, invited to participate by the Banks. The Banks and their
respective Affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish a single price
payable to the Banks by Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing Price will be
agreed between the Banks and 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 a
Regulatory Information Service following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact at Numis or
Berenberg (as applicable).
4. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at either the Placing Price,
which is ultimately established by the Company and the Banks, or at prices up
to a price limit specified in its bid. Bids may be scaled down on the basis
referred to in paragraph 6 below. The Banks reserve the right not to accept
bids or to accept bids in part rather than in whole.
5. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 15 June 2023 but may be closed earlier or later, at the
discretion of the Banks and the Company. The Banks may, in agreement with
the Company, accept bids that are received after the Bookbuild has closed.
The Company reserves the right (upon the agreement of the Banks) to reduce
or increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Subject to execution of the Placing Supplement, each
Placee's allocation will be confirmed to Placees orally or in writing by the
relevant Bank following the close of the Bookbuild, and a contract note or
trade confirmation will be dispatched as soon as possible thereafter. The
terms of this Appendix will be deemed incorporated into the contract note or
trade confirmation. Subject to paragraph 8 below, the relevant Bank's oral
confirmation to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of the relevant Bank and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the Placing
Price on the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association.
7. Subject to paragraphs 2 and 3 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down any bids for
this purpose on such basis as they may determine. The Banks may also,
notwithstanding paragraphs 2 and 3 above and subject to the prior consent of
the Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time. The acceptance of offers shall be at the absolute
discretion of the Company and the Banks.
8. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant Bank's
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Bank (as agent of the
Company), to pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares that such
Placee has agreed to acquire. Such Placees' obligations will be owed to the
Company and to the relevant Bank. The Company shall allot such Placing
Shares to each Placee following each Placee's payment to the relevant Bank of
such amount.
9. Except as required by law or regulation, no press release
or other announcement will be made by the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described under "Termination of the Placing Agreement" below
and will not be capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by the relevant Bank.
13. To the fullest extent permissible by law, neither Bank, nor
the Company nor any of their respective Affiliates or persons acting on behalf
of any of them 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 Bank, nor the Company, nor any of their respective
Affiliates or persons acting on behalf of any of them shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Banks, their respective
Affiliates and the Company may agree.
14. 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 Banks' conduct of the
Placing.
15. All times and dates in this Announcement may be subject to
change. The Banks 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 Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including, among others:
(a) the execution of the Placing Supplement;
(b) the publication by the Company of the results of the Placing
on a Regulatory Information Service;
(c) in the opinion of the Banks, there having been no Material
Adverse Change since entering into the Placing Agreement;
(d) in the opinion of the Banks, there having been no Target
Group Material Adverse Change since entering into the Placing Agreement;
(e) the Company having complied with all of the agreements and
undertakings, and satisfied or performed all of the conditions and obligations
on its part to be performed or satisfied under the Placing Agreement and
Appendix 1 of this Announcement; and
(f) Admission of the Placing Shares occurring at or before
8:00 a.m. (London time) on 19 June 2023 (or such later date as the Company and
the Banks may agree).
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Termination of the
Placing Agreement", 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
or on its behalf in respect thereof.
The Banks may, at their discretion, extend the time for satisfaction of any
condition or 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 condition relating to Admission taking place may
not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Company, the Banks nor any of their respective Affiliates, nor any
person acting on behalf of any of them 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 it may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, among others, if (in summary): (i) there has been a breach by the
Company of any of the warranties contained in the Placing Agreement,
which is, in the opinion of either Bank (acting in good faith), material in
the context of the Placing and/or Admission; (ii) there has been a breach by
the Company of any obligations contained in the Placing Agreement and such
breach is, in the opinion of either Bank, material in the context of the
Placing and/or Admission; (iii) in the opinion of the Banks (acting in good
faith) there has been a Material Adverse Change; (iv) in the opinion of the
Banks (acting in good faith) there has been a Target Group Material Adverse
Change; or (v) there is a suspension or material limitation in trading in
securities generally on the London Stock Exchange's market for listed
securities, a general moratorium on commercial banking activities in London or
New York or a material disruption in commercial banking or securities
settlement or clearance services in the United Kingdom or the United States,
an incident of terrorism or the outbreak or escalation of hostilities
involving the UK, any other EU Member State or the United States or the
declaration by the UK, any other EU Member State or the United States of a
national emergency or war or the occurrence of any other calamity or crisis
resulting in a change in financial, political, market or economic conditions
or currency exchange rates in the UK or the United States which, in the
opinion of either Bank (acting in good faith) would be likely to prejudice
the success of the Placing or Admission or would make it impractical or
inadvisable to continue with the Placing or Admission.
By participating in the Placing, Placees agree that the exercise or
non-exercise by the Banks of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Banks or for agreement between the Company and the Banks and that neither the
Company nor the Banks need make any reference to, or consult with, Placees and
that neither they nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to Placees whatsoever in
connection with any such exercise or failure to so exercise.
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 offering document,
prospectus or admission document has been or will be prepared or submitted to
be approved by the FCA (or any other competent authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis of their
own assessment of the Company, the Placing Shares, the Placing and the
Acquisition based on publicly available information taken together with the
information contained in this Announcement, the results of Placing
announcement (the "Results of Placing Announcement"), and the Exchange
Information (as defined below) published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and subject to
the further terms set forth in the contract note or trade confirmation to be
provided to individual prospective Placees by the Banks.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement, the Results of Placing Announcement and the publicly available
information released by or on behalf of the Company is exclusively the
responsibility of the Company and confirms to the Banks and the Company that
it has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company (other than
publicly available information) or the Banks or their respective Affiliates or
any other person and neither the Banks nor the Company, nor any of their
respective Affiliates or any other person will be responsible or liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons).
By participating in the Placing, each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or other
position of the Company when deciding to participate 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 adviser and
business adviser for legal, tax and business advice regarding an investment in
the Placing Shares.
Restriction on issues of securities
The Company has undertaken to the Banks that, for a period of 90 days after
Admission, it will not, without the prior written consent of the Banks (not to
be unreasonably withheld or delayed) enter into certain transactions involving
or relating to the Ordinary Shares, subject to certain customary exceptions.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the undertaking by the Company shall be
within the absolute discretion of the Banks 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: JE00BF4X3P53)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not practicable in CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or trade confirmation in accordance
with the standing arrangements in place with the relevant Bank stating the
number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Bank and settlement
instructions. It is expected that such contract note or trade confirmation
will be dispatched on or around 15 June 2023 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank.
The Company will deliver the Placing Shares to a CREST account operated by
Numis and Numis and Berenberg will each enter its delivery (DEL) instruction
into the CREST system. Numis will hold any Placing Shares delivered to its
CREST account as nominee for the Placees. The input to CREST by a Placee of
a matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 19 June 2023 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may acquire and retain such shares as principal or may sell any or all
of the Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other stamp,
securities, transfer, registration, execution, documentary or other similar
impost, duty or tax (together with any interest or penalties) which may arise
in any jurisdiction upon the sale of such Placing Shares on such Placee's
behalf. The foregoing is without prejudice to any cause of action either
Bank may have against a defaulting Placee. If Placing Shares are to be
delivered to a custodian or settlement agent, Placees should ensure that the
contract note or 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, save as provided below, be so registered
free from any liability to UK stamp duty or UK stamp duty reserve tax. If
there are any circumstances in which any other stamp duty or stamp duty
reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Bank nor the Company shall be
responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each Bank (in its capacity as
bookrunner and as placing agent of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of its application for Placing
Shares, the following:
1. it has read and understood this Announcement in its
entirety and that its participation in the Bookbuild and the Placing and its
subscription for and purchase of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares, the Acquisition or otherwise;
2. that no offering document or prospectus or admission
document has been or will be prepared in connection with the Placing or is
required under the UK Prospectus Regulation or the Prospectus Regulation (as
applicable) and it has not received and will not receive a prospectus,
admission document or other offering document in connection with Admission,
the Bookbuild, the Placing or the Placing Shares;
3. that the issued Ordinary Shares are admitted to trading on
the London Stock Exchange and the Company is therefore required to publish
certain business and financial information in accordance with applicable law,
including UK MAR and the rules and practices of the London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account, and similar statements for
preceding financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange Information;
4. that neither Bank, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the Bookbuild, the Placing, the Placing Shares, the Acquisition or
the Company or any other person other than this Announcement and the Placing
Results Announcement (each of which is the sole responsibility of the
Company), nor has it requested either Bank, the Company, or any of their
respective Affiliates nor any person acting on behalf of any of them to
provide it with any such material or information;
5. unless otherwise specifically agreed with the Banks, that
it is not, and at the time the Placing Shares are acquired, neither it nor any
beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, a Restricted Territory, and it further acknowledges that the
Placing Shares have not been and will not be registered or otherwise
qualified, for offer or sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any other
Restricted Territory or elsewhere and, subject to certain exceptions, may not
be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or jurisdiction
where any such action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that neither Bank nor any of their
respective Affiliates nor any person acting on behalf of any of them has or
shall have any responsibility or liability for any information, representation
or statement contained in this Announcement or any information, representation
or statement previously or subsequently published by or on behalf of the
Company, including, without limitation, the Exchange Information, and will not
be liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in, or omission from, this
Announcement or any information, representation or statement previously
published by or on behalf of the Company 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 the Placing Shares is contained in this Announcement and the Exchange
Information (save that in the case of Exchange 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), such information
being all that it deems necessary to make an investment decision in respect of
the Placing Shares, and that it has neither received nor relied on any other
information given or investigations, representations, warranties or statements
made by either Bank or the Company or any of their respective Affiliates or
any person acting on behalf of any of them and neither Bank nor the Company
nor any of their respective Affiliates or any person acting on behalf of any
of them 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. Each Placee further acknowledges and agrees that it
has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing and that
neither Bank nor any of their respective Affiliates or any person acting on
behalf of any of them have made any representations to it, express or implied,
with respect to the Company, the Bookbuild, the Placing, the Placing Shares or
the Acquisition or the accuracy, completeness or adequacy of the Announcement
or the Exchange Information, and each of them expressly disclaims any
liability in respect thereof;
7. that it has not relied on any information, representation
or statement relating to the Company contained in any research report prepared
by either Bank, any of their respective Affiliates or any person acting on
behalf of any of them and understands that (i) neither Bank nor any of their
respective Affiliates nor any person acting on behalf of any of them has or
shall have any liability for any such information, representation or
statement; (ii) neither Bank nor any of their respective Affiliates nor any
person acting on behalf of any of them has or shall have any liability for any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement or
otherwise; and that (iii) neither Bank nor any of their respective Affiliates
nor any person acting on behalf of any of them makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information, representation or statement, whether at the date of
publication, the date of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services) and that it
is not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability and 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;
9. acknowledges that no action has been or will be taken by
the Company, either Bank or any person acting on behalf of the Company or
either Bank that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it 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 thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in either Bank, the Company or any of their
respective Affiliates or any person acting on behalf of any of them acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993 and the UK Market Abuse Regulation and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and the
Money Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity, either Bank (for itself and as agent on behalf of
the Company) has not received such satisfactory evidence, the relevant Bank
and/or the Company may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to the
relevant Bank will be returned without interest to the account of the drawee
bank or CREST account from which they were originally debited;
13. that it (and any person acting on its behalf) is not a
person: (a) with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations;
14. 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, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (ii)
it is and will remain liable to the Banks and the Company for the performance
of all its obligations in respect of the Placing (regardless of the fact that
it is acting for another person);
15. if in a Member State of the EEA, that it is a
"Qualified Investor" within the meaning of Article 2(e) of the Prospectus
Regulation;
16. if in the United Kingdom, that it is a "Qualified Investor"
within the meaning of Article 2(e) of the UK Prospectus Regulation who is also
someone: (i) who falls within the definition of "investment professional" 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 and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
17. if in Australia, that it is: (i) either a "sophisticated
investor" within the meaning of section 708(8) of the Australian Corporations
Act or a "professional investor" within the meaning of section 9 and section
708(11) of the Corporations Act; and (ii) a "wholesale client" for the
purposes of section 761G of the Corporations Act (and related regulations) and
that it has complied with all relevant requirements in this respect, and it
understands and acknowledges that the issue of any Placing Shares to it under
the Placing does not require a prospectus or other form of disclosure document
under the Corporations Act, and that no Placing Shares may be offered for sale
(or transferred, assigned or otherwise alienated) to investors in Australia
for at least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the Corporations
Act;
18. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or otherwise;
19. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United States or any
other Restricted Territory (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
20. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is authorised
in writing by each managed account to acquire the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
21. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
22. if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the UK Prospectus Regulation or the Prospectus
Regulation (as applicable), that the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in a
member state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in which the
prior consent of the Banks and the Company has been given to the proposed
offer or resale;
23. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to Relevant
Persons 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 FSMA;
24. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that 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 Prospectus Regulation;
25. 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;
26. that it has complied and will comply with all applicable
laws (including all relevant 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;
27. if it has received any inside information about the Company
and its securities in advance of announcement of the Placing, it confirms that
it has received such information within the market soundings regime provided
for in UK MAR and associated delegated regulations and it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required another person
to deal in the securities of the Company; or (iii) disclosed such information
to any person except as permitted by UK MAR, prior to the information being
made publicly available, or taken any other action that is in breach of UK
MAR;
28. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to acquire the Placing Shares
under the laws of all relevant jurisdictions which apply to it; (ii) it has
paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, either Bank, any of their respective Affiliates
or any person acting on behalf of any of them being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing; and (iv) that the acquisition
of the Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, and otherwise;
29. that it (and any person acting on its behalf) has the funds
available to pay for and will make payment for the Placing Shares allocated to
it in accordance with this Announcement on the due time and date set out
herein against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees, acquired or sold as
the Banks may in their absolute discretion determine (subject to the
allocation policies agreed with the Company) and without liability to such
Placee. It will, however, remain liable for any shortfall and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) imposed in any jurisdiction due pursuant to the terms
set out or referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
30. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Banks or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
31. that neither Bank nor any of their respective Affiliates nor
any person acting on behalf of any of them, is making any recommendation to
it, or advising it regarding the suitability or merits of any transaction it
may enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of either Bank
and that neither Bank has any duties or responsibilities to it for providing
the protections afforded to its 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 the Banks' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
32. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee (on its behalf),
as the case may be. Neither Bank nor the Company nor any of their respective
Affiliates will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes imposed in any jurisdiction
(together with any interest or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to indemnify each Bank, the Company and their respective Affiliates in
respect of the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of Numis who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
33. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any non-contractual
obligations arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England and Wales and
it subjects (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 or in connection with these terms
and conditions and any such agreement and/or non-contractual obligations,
except that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest chargeable thereon)
may be taken by the Banks or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
34. that the Banks, the Company and their respective Affiliates
and others will rely upon the truth and accuracy of the representations,
warranties, agreements, undertakings, confirmations and acknowledgements set
forth herein and which are given to the Banks and the Company and are
irrevocable and it irrevocably authorises the Banks and the Company to produce
this Announcement, pursuant to, in connection with, or as may be required by
any applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
35. that it will indemnify on an after-tax basis and hold the
Banks, the Company and their respective Affiliates and any person acting on
behalf of any of them harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the representations,
warranties, agreements, undertakings, confirmations and acknowledgements given
by the Placee (and any person acting on such Placee's behalf) in this Appendix
and further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
36. acknowledges that it irrevocably appoints any director or
authorised signatory of either Bank as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it or its nominee (on its behalf) to be registered
as the holder of any of the Placing Shares agreed to be taken up by it under
the Placing;
37. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the contract note or trade
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or the Banks' conduct of the Placing;
38. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares, (ii) it is experienced in
investing in securities of this nature in the Company's sector and is aware
that it may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in connection with,
the Placing Shares, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of either Bank, (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the acquisition of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed investment decision, (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk, and
(vi) it will not look to the Company, either Bank, any of their respective
Affiliates or any person acting on behalf of any of them for all or part of
any such loss or losses it or they may suffer;
39. acknowledges and agrees that neither Bank nor the Company
nor any of their respective Affiliates or any person acting on behalf of any
of them owe any fiduciary or other duties to it or any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;
40. understands and agrees that it may not rely on any
investigation that the Banks or any of their respective Affiliates or any
person acting on behalf of any of them may or may not have conducted with
respect to the Company and its Affiliates or the Placing, and the Banks,
their respective Affiliates and any person acting on behalf of any of them
have not made any representation or warranty to it, express or implied, with
respect to the merits of the Placing, the acquisition of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to acquire
the Placing Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Banks for the purposes of this
Placing;
41. acknowledges and agrees that it will not hold either Bank or
any of their respective Affiliates or any person acting on behalf of any of
them responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group (the
"Information") and that neither Bank nor any of their respective Affiliates
nor any person acting on behalf of any of them makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such Information;
42. that in connection with the Placing, the Banks and any of
their respective Affiliates may acquire a portion of the shares in the Company
and in that capacity may retain, acquire or sell for its own account such
shares in the Company and any securities of the Company or related investments
and may offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks and any of
their respective Affiliates acting in such capacity. In addition, the Banks
or any of their respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with investors in
connection with which the Banks or any of their respective Affiliates may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Bank nor any of their respective
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;
43. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or
assurance that the book will remain covered or that the transaction and
securities will be fully distributed by the Banks. Each Bank reserves the
right to take up a portion of the securities in the Placing as a principal
position at any stage at its sole discretion and will, inter alia, take
account of the Company's objectives, MiFID II requirements and the allocation
policy;
44. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of the United
States, or any state or other jurisdiction of the United States, nor approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the Placing or the accuracy or adequacy of this Announcement. The Placing
Shares have not been and will not be registered or otherwise qualified for
offer and sale nor will a prospectus be cleared or approved in respect of the
Placing Shares under the securities laws of any Restricted Territory and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in, into or within the
United States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required, and no action has
been or will be taken by any of the Company, the Banks or any person acting on
behalf of the Company or either Bank that would, or is intended to, permit a
public offer of the Placing Shares in the United States or any other
Restricted Territory or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;
45. it, and any account with respect to which it exercises sole
investment discretion, is, and at the time the Placing Shares are subscribed
for will be (i) 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 US Securities Act, or (ii) a QIB and will duly execute a US
Investor Letter and deliver the same to the Company and the Banks (or, failing
which, it will be deemed to have made the representations, confirmations and
undertakings included in the US Investor Letter);
46. the offer and sale of the Placing Shares in Canada is being
made on a private placement basis only and is exempt from the requirement that
the issuer prepares and files a prospectus under applicable Canadian
securities law; any resale of Placing Shares acquired by a Canadian investor
must be made in accordance with applicable Canadian securities laws, which
resale restrictions may under certain circumstances apply to resales of the
Placing Shares outside of Canada; and that any offer of Placing Shares may
only be directed at persons in Canada who are (i) purchasing as principal, or
deemed to be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale or
redistribution; (ii) "accredited investors" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in
Ontario, as such term is defined in section 73.3(1) of the Securities Act
(Ontario); and (iii) "permitted clients" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations;
47. it is acquiring the Placing Shares for investment purposes
only and not with a view to any distribution or for resale in connection with
the distribution thereof in whole or in part, in the United States or any
other Restricted Territory;
48. it will be bound by the terms of the articles of association
of the Company;
49. that it is not acquiring any of the Placing Shares as a
result of any form of directed selling efforts (as defined in Regulation S) or
general solicitation (as defined in Regulation D); and
50. that the Banks and their respective Affiliates may have
engaged in transactions with, and provided various commercial banking,
investment banking and financial advisory services in the ordinary course of
their business to, the Company and/or its Affiliates for which they would have
received customary fees and commissions and that each Bank and its Affiliates
may provide such services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each Bank (for its own benefit and, where relevant, the benefit of its
Affiliates and any person acting on behalf of any of them) and are
irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither Bank nor the Company owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company or the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating thereto)
arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither Bank nor the Company is liable to bear any stamp
duty or stamp duty reserve tax or any other similar duties or taxes ("transfer
taxes") that arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing Shares)
or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee to whom (or
on behalf of whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes undertakes to
pay such transfer taxes forthwith, and agrees to indemnify on an after-tax
basis and hold each Bank, the Company and their respective Affiliates harmless
from any such transfer taxes, and all interest, fines or penalties in relation
to such transfer taxes. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each Bank or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is receiving a
fee in connection with its role in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Banks, any money held in an account with either Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the relevant Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course of its
own business; and the Placee will rank only as a general creditor of the
relevant Bank.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser being, (i) if you are
resident in the United Kingdom a financial adviser who is authorised under the
FSMA, or (ii) another appropriately authorised professional adviser if you are
resident in a territory outside of the United Kingdom.
The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Banks:
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.
Unless the context requires otherwise, references in this Appendix 1 to
acquire (and related terms such as acquired, acquiring and acquisition)
shall include to subscribe (and its related terms such as subscribed,
subscribing and subscription).
Time is of the essence as regards each Placee's obligations under this
Appendix 1.
Appendix 2
Definitions
The following definitions apply throughout Appendices 1 and 2 of this
Announcement unless the context otherwise requires:
Acquisition the acquisition by the Company of the Target Group as detailed further in the
announcement released by the Company;
Admission means the admission of the Placing Shares to the premium listing segment of
the Official List of the FCA and to trading on the main market for listed
securities of the LSE becoming effective in accordance with the Listing Rules
and the Admission and Disclosure Standards of the LSE;
Affiliate has the meaning given in Rule 501(b) of Regulation D under the US Securities
Act or Rule 405 under the US Securities Act, as applicable and, in the case of
the Company, includes its subsidiary undertakings;
Announcement means this announcement (including its Appendices);
Banks means Berenberg and Numis, and "Bank" means either of them, as the context
requires;
Berenberg means Joh. Berenberg, Gossler & Co. KG, London Branch of 60 Threadneedle
Street, London EC2R 8HP;
Bookbuild means the bookbuilding process to be conducted by the Banks using their
respective reasonable endeavours to procure placees for the Placing Shares, as
described in this Announcement and subject to the terms and conditions set out
in this Announcement and the Placing Agreement;
Company means JTC plc;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
EEA means the European Economic Area;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
Exchange Information has the meaning given to it in Appendix 1 of this Announcement;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000 (as amended);
Group means the Company and its subsidiary undertakings, and "Group Company" shall
be construed accordingly;
Listing Rules means the rules and regulations made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange plc;
Material Adverse Change means a 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 of the Group
(taken as a whole) whether or not arising in the ordinary course of business;
MiFID II means EU Directive 2014/65/EU on markets in financial instruments, as amended;
Numis means Numis Securities Limited, whose registered office is at 45 Gresham
Street, London EC2V 7BF;
Ordinary Shares means the ordinary shares of 1 pence each in the capital of the Company;
Placee means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given;
Placing has the meaning given to it in this Announcement;
Placing Agreement has the meaning given to it in Appendix 1 to this Announcement;
Placing Price has the meaning given to it in Appendix 1 to this Announcement;
Placing Shares has the meaning given to it in this Announcement;
Placing Supplement means the supplement to the Placing Agreement, which may be entered into
between the Company and the Banks;
Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council;
QIB means a qualified institutional buyer as defined in Rule 144A under the US
Securities Act;
Regulation D means Regulation D promulgated under the US Securities Act;
Regulation S means Regulation S promulgated under the US Securities Act;
Regulatory Information Service means any of the services set out in Appendix 3 of the Listing Rules;
Restricted Territory means the United States, Canada, Australia, New Zealand, Japan, the Republic
of Ireland or the Republic of South Africa and any other jurisdiction in which
publication or distribution of this Announcement and/or an offer to sell or
issue, or the solicitation of an offer to buy or subscribe for, Placing Shares
(or the acceptance of any such offer) would be unlawful;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Target TC3 Group Holdings LLC, trading as South Dakota Trust Company
Target Group the Target and its subsidiaries and subsidiary undertakings;
Target Group Material Adverse Change means a 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 Target, or of the Target
Group (taken as a whole) whether or not arising in the ordinary course of
business;
Terms and Conditions means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
UK MAR or UK Market Abuse Regulation means the EU Market Abuse Regulation (2014/596) as it forms part of UK
domestic law by virtue of the European Union Withdrawal Act 2018;
UK Prospectus Regulation means the EU Prospectus Regulation (2017/1129) as it forms part of UK domestic
law by virtue of the European Union Withdrawal Act 2018;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland;
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub- division thereof; and
US Securities Act means the U.S. Securities Act of 1933, as amended.
Unless otherwise indicated in this Announcement, any references to "£",
"GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence''
are to the lawful currency of the UK.
1 (#_ftnref1) GBP:USD exchange rate of 1.2612; Source: Bloomberg (13
June 2023)
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