REG - Midwich Group PLC - Acquisition and Placing
07/06/2023 16:45
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RNS Number : 0001C Midwich Group PLC 07 June 2023
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For immediate release
7 June 2023
Midwich Group Plc
("Midwich" the "Company" or the "Group")
Acquisition of S.F. Marketing, Inc. and M&A Pipeline update
Proposed placing to raise up to £50m and up to £2m Retail Offer
Midwich (AIM: MIDW), a global specialist audio visual ("AV") distributor to
the trade market, is pleased to announce that it has acquired the entire
issued share capital of S.F. Marketing, Inc. ("SFM") (the "Acquisition"), a
specialist value-add AV distributor in Canada for an enterprise value of up to
CA$44.3m (£26.7m) on a cash free, debt free basis (the "Consideration"). The
Consideration comprises of an initial consideration of CA$39.3m paid on
completion, a CA$2.0m fixed deferred consideration paid on the first twelve
month anniversary from completion and up to a further CA$3.0m also payable on
the first twelve month anniversary, subject to growth in operating profit. The
Consideration is payable in cash with the initial consideration financed from
the Company's existing bank facilities.
Midwich today also announces its intention to conduct a non-pre-emptive
placing to raise up to £50m (the "Placing"). The net Placing proceeds will be
used to pay down the Company's debt, which will fund the initial acquisition
consideration of SFM, in addition to the Group securing funding which will
enable the execution of its identified near term acquisition pipeline (the
"M&A Pipeline"). This includes six opportunities which are currently in
due diligence and fully align with the Company's stated growth strategy.
The Placing will be conducted through an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this Announcement
(as defined below). Investec Bank plc ("Investec") and Joh. Berenberg, Gossler
& Co. KG ("Berenberg") are acting as joint brokers and joint bookrunners
in connection with the Placing (together, the "Joint Bookrunners").
The number of ordinary shares of one pence each in the capital of the Company
("Ordinary Shares") to be issued pursuant to the Placing (the "Placing
Shares") and the price per Placing Share at which the Placing Shares are to be
placed (the "Placing Price") will be decided 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
discretion of the Joint Bookrunners and the Company. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuilding process.
The Placing will be effected pursuant to the Company's existing shareholder
authorities and therefore is not conditional upon approval by the Company
shareholders. In addition, the Board is supportive of the Pre-Emption Group
guidance that encourages companies to consider the inclusion of retail
shareholders when issuing shares non-pre-emptively, the Company therefore
intends to undertake an offer of up to £2.0m, made via the PrimaryBid
platform (the "Retail Offer").
A placing agreement has been entered into today between the Company and the
Joint Bookrunners in connection with the Placing (the "Placing Agreement").
The terms and conditions of the Placing are set out in Appendix 1 to this
announcement (such announcement and its appendices together being the
"Announcement"). The Retail Offer is not made subject to the terms and
conditions set out in the Appendix 1 to this Announcement, and instead a
separate announcement will be made shortly regarding the Retail Offer and its
terms.
Acquisition Highlights
● Midwich's second investment in the strategically important North American
region and first physical presence in Canada, a $9.1bn market expected to grow
at 5.4% CAGR to 2027 (Source: AVIXA)
● SFM is an established player in the Canadian pro audio market with an
estimated 20-25% market share. SFM has a strong reputation for technical
services as well as pre and post-sales support
● Access to approximately 1,500 new customers and strengthens Midwich's
relationships with key tier-1 vendors in the audio and visual markets
● Opportunity to supplement SFM's existing technology portfolio with
complementary brands and new verticals to add incremental revenue into the
existing customer base
● Provides further support for Midwich's major global customers, who may have
projects in the Canadian market
● Experienced management team strengthens the Group's North American
capabilities in advance of further expansion in the coming years
Financial Highlights
● SFM has delivered CAGR growth of +12% revenue between FY20 to FY23, with
unaudited FY23 revenues expected to be materially ahead of FY22
● For the year ended 31 May 2022 ("FY22"), SFM delivered revenue of CA$94.7m,
a gross margin in excess of 23% and adjusted EBIT of CA$6.1m. The acquisition
represents a multiple of approximately 7x FY22 adjusted EBIT
● The net proceeds of the Fundraise will be used to repay the Group's existing
debt facilities, which were drawn down to fund the Acquisition, and to provide
additional resources to fund the Group's near-term M&A Pipeline
● The Acquisition and M&A Pipeline combined is expected to be materially
earnings accretive in the first full year of ownership, including the impact
of the Fundraise and before synergies
● Post completion, the Group expects leverage to be c.1.7x, falling to c.1.2x by
the end of 2023, on the assumption that all the M&A Pipeline deals
complete
Note: Canadian dollars ("CA$") with comparative figures in pound sterling have
been converted at an exchange rate of GBP £1 = CA$1.66.
Stephen Fenby, Managing Director of Midwich Group plc, commented:
"We are delighted to welcome the SFM team to the Midwich Group. The Canadian
AV market represents a significant opportunity for the Group, and so it was
important that we found a high quality business to partner with. SFM is such a
business, with high customer service levels and market-leading technical
support. The time we have spent with the SFM management gives us great
confidence that we can work together to build an even stronger business
serving the Canadian market.
"We are committed to our established strategy of delivering strong organic
growth, supplemented by value-add targeted acquisitions, with six more
opportunities currently in due diligence and due to complete in 2023."
For further information please contact:
Midwich Group plc Tel: +44 (0) 1379 649200
Stephen Fenby, Managing Director
Stephen Lamb, Finance Director
Investec Bank plc Tel: +44 (0) 20 7597 5970
(NOMAD, Joint Broker and Joint Bookrunner to Midwich)
Carlton Nelson / Ben Griffiths / Cameron MacRitchie
Berenberg Tel: +44 (0) 20 3207 7800
(Joint Broker and Joint Bookrunner to Midwich)
Ben Wright / Richard Andrews / Arnav Kapoor / Natasha Ninkov
FTI Consulting Tel: +44 (0) 20 3727 1000
Alex Beagley / Tom Hufton / Rafaella de Freitas
Acquisition of S.F. Marketing, Inc. and Proposed Placing to raise up to £50m
1. Information on SFM
SFM is a leading value-add distributor of professional AV, with heritage in
the professional audio market. It has 146 employees and over 1,500 customers.
The business was founded in 1978 and is headquartered in the district of
Dorval in Montreal. The business has grown through long standing relationships
with tier-1 brands and developing a reputation for offering exceptional levels
of service, which remains a key focus of the business's strategy. Prior to the
Acquisition, SFM was solely owned by Sol Fleising (Founder of SFM). Mr
Fleising retains an advisory position in the business, with day-to-day
operations being overseen by the CEO Randall Tucker.
SFM's business operates three main segments:
● SFM Pro & Live Events - concentrates on the live-events sector, with
customers that cater for live-event studios, broadcasting studios, as well as
the rental industry that supports the wider events market. The division
represented approximately 87% of revenue in FY22.
● SFM Retail - specialises in providing a selection of musical instruments,
synthesizers, mixers and associated accessories. Customers are primarily
specialist music retailers selling to both amateurs as well as professional
stage and studio users. The division represented approximately 9% of revenue
in FY22.
● SFM Systems Integration - focuses on providing solutions for customers
operating within the residential and lower-end commercial AV integration
markets. Typical projects include the fit-out of conference rooms, restaurants
and home theatres. The division represented approximately 4% of revenue in
FY22.
These divisions are supported by a suite of technical and other value additive
support services which have been important to SFM's growth and strong
reputation in the market, which has enabled SFM to sustain highly attractive
gross margins and significant market share.
For the year ended 31 May 2022, SFM generated revenue of CA$94.7m, profit
before tax of CA$6.0m and had gross assets of CA$31.7m.
2. Background to and strategic rationale for the Placing and Acquisition
Acquisition of SFM
The Acquisition of SFM is in line with the Group's disciplined approach to
acquiring profitable businesses that add value while both strengthening and
diversifying the Group's product offering and geographical reach. The
Acquisition builds on the Group's proven track record of delivering successful
and accretive deals, with 29 businesses acquired to date, spanning 20
territories. Through a combination of organic growth and M&A, the Group
has more than doubled both its customer and vendor numbers since 2016, and has
increased the non UK & Ireland share of its revenue from approximately 33%
to approximately 59%.
SFM is Midwich's second investment in the strategically important North
American region following the acquisition of Starin in 2020. SFM also
represents Midwich's first physical presence in Canada, which represents 2.6%
of the global AV market, with the market expected to grow at a CAGR of 5.4%
over the next 5 years to $11.9bn in 2027 (Source: AVIXA).
SFM has a strong reputation and diversified vendor portfolio that further
grows the Group's relationships with important tier-1 vendors (Shure, QSC,
Blackmagic Design and Pioneer DJ) in the strategically important audio and
technical video markets. SFM has minimal overlap with the Group's existing
North American business, providing the Group with approximately 1,500 new
customers. Midwich expects the acquisition of SFM to further enhance the
Group's ability to support its existing major global customers.
There is significant opportunity to supplement SFM's existing technology
portfolio with a select number of complementary brands and new verticals to
add incremental revenue opportunities into the existing customer base, a
strategy that has proved successful in other territories. Additionally, SFM's
technical knowledge and vendor relationships will enable the Group to further
develop its offering in unified communications, a fast-growing market segment.
SFM's highly regarded and technical management team will remain in the
business post acquisition reducing integration risks. The additional
management expertise will support Midwich's broader North American leadership
team helping shape the Group's strategy throughout the region in advance of
further investment in the coming years.
Midwich is well positioned to support SFM's growth with a global distribution
network, complementary specialisms in AV market and a brand portfolio which
can be introduced to the SFM business as appropriate. SFM will collaborate and
build operational ties with Starin, the Group's specialist US distribution
business to support growth across the border as well as sharing resource in
marketing, IT support and financial planning functions.
M&A Pipeline
The Group continues to develop a strong pipeline of potential M&A
opportunities. Currently, Midwich has a further six near term bolt-on
opportunities which are currently in due diligence. These businesses cover
regions including North America, EMEA as well as the UK & Ireland, and
with estimated enterprise values ranging from approximately £1m to £20m. The
Board is confident that the majority of these transactions will be completed
within six months.
The M&A Pipeline fully aligns with the Group's stated growth strategy and
primarily focuses on higher margin technical product areas (e.g. audio,
technical video, broadcast). The Group will continue to take a disciplined
approach to the acquisition multiples it is willing to pay, with these
expected to be in line with historical ranges previously paid by the Group.
Deal structures may include a mix of cash and shares, with further
opportunities also in negotiation.
Whilst there can be no certainty that the M&A Pipeline will complete, the
Board is highly confident that securing the necessary funds for its M&A
Pipeline, will support prompt execution of these opportunities, whilst
maintaining prudent leverage of circa c.1.2x net debt / EBITDA by the end of
FY23, well below the Group's guided range of less than 2.0x.
The Acquisition and the M&A Pipeline combined are expected to be
materially earnings accretive in the first full year of ownership, including
the impact of the Fundraise and before synergies. Beyond this near term set of
opportunities, the Group continues to evaluate and build its medium-term
pipeline.
3. Current Trading
As detailed in the Group's AGM statement, the Group has seen further revenue
growth in the first five months of 2023, despite the broader challenging
macroeconomic backdrop in a number of territories the Group operates in.
Nevertheless, the Board remains confident in the year ahead, and its
expectations for the full year are unchanged.
SFM has continued to trade well in FY23, with unaudited revenues expected to
be materially ahead of FY22.
The Group intends to announce a trading update for the six months to 30 June
2023 on 18 July 2023.
4. Terms of the Acquisition
Midwich today announces that it has acquired the entire issued share capital
of SFM for a maximum consideration of up to CA$44.3m (approximately £26.7m)
on a cash free, debt free basis, comprising an initial consideration of
CA$39.3m (approximately £23.7m) paid on completion, a CA$2.0m deferred
consideration paid on the first twelve month anniversary and a further
supplementary payment of up to CA$3.0m, paid on the first twelve month
anniversary, subject to growth in operating profit as described below. The
Consideration is payable in cash with the initial consideration financed from
the Company's existing bank facilities. The Acquisition is not conditional on
the Placing. SFM's management team will remain with the business as part of
the enlarged group following completion.
The supplementary payment is linked to the EBIT of SFM in respect of the
financial year to 31 May 2023. Under the terms of the supplementary payment an
additional CA$10 will be payable for each CA$1 of EBIT in excess of CA$6.1m,
up to a maximum of CA$3.0m payable at an EBIT of CA$6.4m or more. This payment
will be made twelve months from the date of completion of the Acquisition,
along with the deferred consideration. No supplementary payment will be due at
an EBIT of CA$6.1m or below.
5. Details of the Placing
The Group announces a proposed placing of the Placing Shares with existing and
new institutional investors ("Placees"), to raise gross proceeds via the
Placing of up to £50m to pay down debt being used to fund the initial
acquisition consideration of SFM, in addition to the Group securing funding
which will enable the prompt execution of its identified near-term M&A
Pipeline over the next six months.
The Placing is being conducted through the Bookbuild which will commence
immediately following this Announcement. The Placing is subject to the terms
and conditions set out in the Appendix to this Announcement.
Investec and Berenberg are acting as Joint Bookrunners in connection with the
Placing in accordance with the Placing Agreement and the terms and conditions
set out in the Appendix. The Placing is not being underwritten by the Joint
Bookrunners.
The Placing will be effected pursuant to the Company's existing shareholder
authorities and is not conditional upon approval by the Company shareholders.
The number of Placing Shares and the Placing Price will be decided 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 discretion of the Bookrunners and the Company.
Details of the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuilding process.
In addition, the Board is supportive of the Pre-Emption Group guidance that
encourages companies to consider the inclusion of retail shareholders when
issuing shares non-pre-emptively, the Company therefore intends to undertake
an offer of up to £2.0m, made via the PrimaryBid platform.
The Company acknowledges that it is seeking to issue new Ordinary Shares in
excess of 10 per cent. of its existing issued ordinary share capital on a
non-pre-emptive basis, in line with its existing authorities. The Board has
chosen this structure to minimise costs and reduce the time to completion of
the Placing, as well as incorporating a Retail Offer alongside the
non-pre-emptive issue to broaden participation in the Fundraise as a whole.
Investec and Berenberg, as agents for the Group, have conditionally agreed to
use their reasonable endeavours to place the Placing Shares at the Placing
Price on the terms and subject to the conditions set out in a placing
agreement entered into between the Company and the Joint Bookrunners on 7 June
2023. The Appendix to this Announcement (which forms part of this
announcement) sets out further information relating to the Bookbuild, the
Placing Agreement and the terms and conditions of the Placing.
The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares.
This includes the right to receive all dividends and other distributions
declared or paid in respect of such Ordinary Shares after the date of issue
of the new Ordinary Shares.
Application has been made to London Stock Exchange plc for the new Ordinary
Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission will take place at 8.00 a.m. on 12 June 2023 (or such date as may be
agreed between the Company and the Joint Bookrunners). The Fundraising is
conditional upon, amongst other things, Admission becoming effective. The
Fundraising is also conditional on the Placing Agreement between the Company
and the Joint Bookrunners not being terminated in accordance with its terms
prior to Admission.
The Placing is being conducted subject to the terms and conditions set out in
the Appendix (which forms part of this Announcement).
The Retail Shares will be subscribed for on the basis set out in the separate
announcement regarding the Retail Offer released by the Company today, rather
than pursuant to the terms and conditions of the Placing contained in the
Appendix.
The Appendix to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing. Persons who choose to participate in the Placing, by making an
oral or written offer to subscribe for Placing Shares, will be deemed to have
read and understood this Announcement in its entirety (including the Appendix)
and to be making such offer on the terms and subject to the conditions herein,
and to be providing the representations, warranties, agreements,
acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
The information contained in this Announcement is for information purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this Announcement or its
accuracy, fairness or completeness. The information in this Announcement is
subject to change.
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Australia, Canada, Japan, or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions. The Placing Shares have
not been, and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or under any securities laws of any state of
other jurisdiction of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, 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 of other jurisdiction of the
United States. No public offering of securities is being made in the United
States.
This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be considered as
a recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring new ordinary
shares of £0.01 each pursuant to the Placing ("Placing Shares") are
reminded that they should conduct their own investigation, evaluation and
analysis of the business, data and property described in this Announcement.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each shareholder or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.
Members of the public are not eligible to take part in the Placing. This
Appendix and the terms and conditions set out herein are for information
purposes only and are directed only at: (a) in a member state of the European
Economic Area (the "EEA"), persons who are, unless otherwise agreed by
Investec (as defined below) and Berenberg (as defined below) (together, the
"Joint Bookrunners"), "qualified investors" as defined in Article 2(e) of the
Prospectus Regulation (EU) 2017/1129 as supplemented by Commission Delegated
Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979
(the "EU Prospectus Regulation") and includes any relevant implementing
measure in any member state); and (b) in the United Kingdom, persons who are
qualified investors within the meaning of Article 2(e) of the EU Prospectus
Regulation as amended and transposed into the laws of the United Kingdom
pursuant to the European Union (Withdrawal) Act 2018 and the European Union
(Withdrawal Agreement) Act 2020 (as amended) (the "UK Prospectus Regulation")
and who are: (i) "investment professionals" within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 as amended (the "Order"); (ii) persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc")
of the Order; or (iii) persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "Relevant
Persons"). This Announcement and the terms and conditions set out herein must
not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Announcement and the terms and
conditions set out herein relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Persons into whose possession
this Announcement (including the Appendix) comes are required by the Company
and the Joint Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA") by, a person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply. No prospectus
will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published. Persons needing advice should consult
an independent financial adviser. Reliance on this Announcement for the
purpose of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by either of the Joint
Bookrunners, or by any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates as to or in relation to, the
accuracy or completeness of the information or opinions contained in this
Announcement or any other written or oral information made available to any
interested person or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by either of the Joint Bookrunners or any
of their respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or liabilities, if
any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime
established under it, no responsibility or liability whether arising in tort,
contract or otherwise, is accepted by either of the Joint Bookrunners or any
of their respective partners, directors, officers, employees, advisers,
consultants or affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement or from any
acts or omissions of the Company in relation to the Placing.
Investec Bank plc is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA, ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters described in this
Announcement. Investec will not regard any other person as its client in
relation to the Placing, the contents of this Announcement and other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
Investec's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc (the
"London Stock Exchange") and are not owed to the Company or to any director of
the Company or to any other person.
Joh. Berenberg, Gossler & Co. KG, London Branch ("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
Permission Regime and subject to limited regulation by the FCA, is acting
solely for the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the transactions and arrangements described in this Announcement.
Berenberg is not responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to clients of Berenberg or for
providing advice in connection with the contents of this Announcement or the
transactions and arrangements described herein.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or either of the Joint Bookrunners that would permit an offering
of such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Investec and Berenberg to
inform themselves about, and to observe, such restrictions.
In connection with the Placing, each of the Joint Bookrunners and any of their
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for the own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, the Joint Bookrunners and any of their affiliates
acting in such capacity. In addition, the Joint Bookrunners and any of their
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. The Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic and business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward-looking statements reflect the
Company's judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice. Except
as required by applicable law or regulation, the Company expressly disclaims
any obligation or undertaking to publish any updates, supplements or revisions
to any forward-looking statements contained in this Announcement to reflect
any changes in the Company's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statement is based.
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.
Information to Distributors
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 as
amended and transposed into the laws of the United Kingdom pursuant to the
Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018;
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). 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; Placing
Shares offer no guaranteed income and no capital protection; and an investment
in 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 Joint
Bookrunners will only procure 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 or 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 Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Each distributor is responsible for undertaking its own EU Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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 such Placing Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of UK Prospectus
Regulation; (b) eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible counterparty
per (c); 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 Joint Bookrunners shall only procure
investors which 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 9A and COBS 10A, respectively; 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 UK target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (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 OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, 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
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE
JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION DELEGATED
REGULATION (EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979
(THE "EU PROSPECTUS REGULATION") AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION
(WITHDRAWAL AGREEMENT) ACT 2020 (AS AMENDED) (THE "UK PROSPECTUS REGULATION")
AND WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMENDED (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY
AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE SEC), ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES
AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY
NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
this Announcement of which it forms part should seek appropriate advice before
taking any action.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee will be deemed to have read and understood this
Announcement (including this Appendix) and hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued or acquired.
A Placee shall, without limitation, become so bound if either Bank confirms to
such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing and on whose behalf a commitment to subscribe
for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a placing agreement
(the "Placing Agreement"), under which the Joint Bookrunners have, on the
terms and subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares at the
Placing Price. It is expected that the Placing will raise £50 million in
gross proceeds. The Placing is not being underwritten by the Joint Bookrunners
or any other person.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, will be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of £0.01 in the
capital of the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under MIDW with ISIN GB00BYSXWW41.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that Admission will become
effective and dealings in the Placing Shares will commence at 8.00 a.m. on or
around 12 June 2023 ( "Admission"). In any event, the latest date for
Admission is 8.00 a.m. on 19 June 2023 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as
agents for the Company.
2. The number of Placing Shares to be issued and the
Placing Price will be agreed between the Joint Bookrunners and the Company
following completion of a bookbuilding exercise by the Joint Bookrunners (the
"Bookbuild"). The results of the Bookbuild will be released via a Regulatory
Information Service following the completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 8.00
a.m. on 8 June 2023 but may be closed earlier or later at the discretion of
the Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids received after the Bookbuild has closed.
4. Participation in the Placing is only available to
persons who are lawfully able to be, and have been, invited to participate by
either of the Joint Bookrunners. The Joint Bookrunners and their affiliates
are entitled to participate in the Placing as principal.
5. The Company and the Joint Bookrunners reserve the
right (i) to scale back the number of Placing Shares to be subscribed for by
any Placee in the event of the Placing being over-subscribed; and (ii) not to
accept offers for Placing Shares or to accept such offers in part rather than
in full. The Company reserves the right to reduce the amount to be raised
pursuant to the Placing, in agreement with the Joint Bookrunners.
6. Each Placee's allocation of Placing Shares has been
or will be confirmed to Placees orally, or in writing (which can include
email), by either Bank and a trade confirmation or contract note has been or
will be dispatched as soon as possible thereafter. The relevant Bank's oral or
written confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in favour of
the relevant Bank and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the Placing Price
and otherwise on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's articles of association. Except
with the relevant Bank's consent, such commitment will not be capable of
variation or revocation.
7. Each Placee's allocation will, unless otherwise
agreed between the Placee and the relevant Bank, be evidenced by a trade
confirmation or contract note issued to each such Placee by such Bank. The
terms and conditions of this Announcement (including this Appendix) will be
deemed to be incorporated in that trade confirmation, contract note or such
other confirmation 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 from the time at which it is issued.
8. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Bank (as agent for
the Company), to pay to such Bank (or as such Bank may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
9. Except as required by law or regulation, no press
release or other announcement will be made by the Joint Bookrunners 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
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same time,
on the basis explained below under "Registration and Settlement".
11. All obligations of the Joint Bookrunners under the
Placing will be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated on the
basis referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
13. To the fullest extent permissible by law and the
applicable rules of the FCA, neither of the Joint Bookrunners nor the Company
nor any of their affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise whether or not
a recipient of these terms and conditions) in respect of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Joint Bookrunners and
their affiliates shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither of the Joint
Bookrunners nor the Company nor any of their affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Placing.
As part of the Placing, the Company has agreed that it will not, inter alia,
issue or sell any Ordinary Shares for a period of 90 days after Admission
without prior consent from the Joint Bookrunners.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement in respect of,
amongst other things, the Placing, are conditional on, inter alia:
14. the release of this Announcement and the announcement in
relation to the Primary Bid offer to an RIS by no later than 17.00 p.m. on 7
June 2023;
15. the Company having complied with all of its obligations
under the Placing Agreement in all material respects in the context of the
Placing to the extent that such obligations fall to be performed prior to
Admission;
16. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
17. the warranties given by the Company in the Placing
Agreement being true and accurate and not misleading in any respect as at the
date of the Placing Agreement or at any time between the date of the Placing
Agreement and Admission;
18. in the joint opinion of the Joint Bookrunners (acting in
good faith), there having been no adverse change in, or any development
involving or reasonably likely to involve a prospective adverse change in or
affecting, the condition (whether financial, operational, legal or otherwise),
earnings, business affairs, reputation, management, properties, business
prospects or financial prospects, assets, rights, results of operations, net
asset value, funding position, liquidity or solvency of the Company or of the
Group which is material in the context of the Group (taken as a whole),
whether or not arising in the ordinary course of business whether or not
covered by insurance and whether or not foreseeable;
19. Admission taking place on or before 8.00 a.m. on 12 June
2023 (or such later time as may be agreed between the Company and the Joint
Bookrunners, being not later than 8.00 a.m. on the Long Stop Date); and
20. the Placing Agreement not having been terminated by the
Joint Bookrunners.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners (acting jointly) by the respective time or date where
specified (or such later time or date as the Joint Bookrunners may notify to
the Company); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by or
on behalf of the Placee (or any person on whose behalf the Placee is acting)
in respect thereof. The Joint Bookrunners (acting jointly) may, at their
discretion and upon such terms as they think fit, waive, or extend the period
for, 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 condition relating to Admission taking place by the Long Stop
Date may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither of the Joint Bookrunners, nor the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
they may make as to whether or not to waive or to extend the time and/or date
for the satisfaction of any condition to the Placing nor for any decision they
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners. Placees
will have no rights against the Joint Bookrunners, the Company or any of their
respective members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Right to terminate the Placing Agreement
The Joint Bookrunners are each entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including, inter alia,
if before Admission (in respect of the Placing):
21. the Company is in breach of any of its obligations under
of the Placing Agreement (to the extent such obligations fall to be
performed prior to Admission);
22. any of the warranties given by the Company in the
Placing Agreement being untrue or misleading in any respect or misleading
prior to Admission;
23. any statement contained in any of the Placing documents
is untrue or inaccurate in any material respect or misleading (in each ease
in the opinion of either Bank, acting in good faith) or that matters have
arisen which would, if the Placing documents were issued at that time,
constitute a material omission therefrom or a misleading inaccuracy in any
announcements released by the Company through an RIS or other document issued
to Shareholders of the Company or otherwise to the public;
24. there is a significant change affecting any matter
contained in the Placing documents or a matter, fact, circumstance or event
having arisen such that in the opinion of either of the Joint Bookrunners a
supplementary public announcement is required to be released;
25. in the opinion of either Bank, any adverse change in, or
any development involving or reasonably likely to involve a prospective
adverse change in or affecting, the condition (whether financial, operational,
legal or otherwise), earnings, business affairs, reputation, management,
properties, business prospects or financial prospects, assets, rights, results
of operations, net asset value, funding position, liquidity or solvency of the
Company or of the Group which is material in the context of the Group (taken
as a whole), whether or not arising in the ordinary course of business whether
or not covered by insurance and whether or not foreseeable;
26. the application for Admission being refused by the
London Stock Exchange;
27. the cancellation or suspension by the London Stock
Exchange of trading in the Company's securities; or
28. any of the following has occurred and either Bank
considers such events would be likely to have an adverse effect on the
financial or trading position or the business or prospects of the Group which
is material in the context of the Group as a whole or which materially
prejudices the Group or renders the Placing or Admission impractical or
inadvisable:
- the suspension of trading in securities generally on the London Stock
Exchange or the New York Stock Exchange trading is limited or minimum prices
established on any such exchange; or
- the declaration of a banking moratorium in London or by the US federal or
New York State authorities or any material disruption to commercial banking or
securities settlement or clearance services in the US or the UK; or
- any change (whether or not foreseeable at the date of this Agreement), or
development involving a prospective change, in national or international
financial, economic, political, industrial or market conditions or currency
exchange rates or exchange controls, or any incident of terrorism or outbreak
or escalation of hostilities or any declaration by the UK, the US or any
member state of the European Union of a national emergency or war or any other
calamity or crisis;
If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that the Joint Bookrunners need not make any reference to Placees in this
regard and that neither of the Joint Bookrunners nor any of their respective
affiliates shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published via a
Regulatory Information Service ("Publicly Available Information") (save that
in the case of Exchange Information and Publicly Available Information, a
Placee's right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this paragraph). Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information
(other than the Exchange Information and/or Publicly Available Information),
representation, warranty, or statement made by or on behalf of the Company or
the Joint Bookrunners or any other person and neither of the Joint
Bookrunners, nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by the
Joint Bookrunners, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the Company nor
the Joint Bookrunners are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each Placee should
not consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. Each
Placee will be deemed to agree that it will do all things necessary to ensure
that delivery and payment is completed as directed by the relevant Bank in
accordance with the standing CREST settlement instructions which they have in
place with the relevant Bank.
Settlement of transactions in the Placing Shares (ISIN: GB00BYSXWW41)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain
exceptions, the Joint Bookrunners reserve the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the Placing Shares will be on 12 June 2023
unless otherwise notified by the Joint Bookrunners. Admission is expected to
occur by 8.00 a.m. on 12 June 2023 or otherwise at such later time as may be
agreed between the Company and the Joint Bookrunners, not being later than the
Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Bank may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for such Bank's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due
(chargeable daily on payments not received from Placees on the date due). The
relevant Placee will, however, remain liable and shall indemnify such Bank on
demand for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the relevant Bank such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the relevant Bank lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither of the Joint
Bookrunners nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Joint Bookrunners (for themselves and on behalf of the Company):
29. that it has read and understood this Announcement,
including this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;
30. it is relying solely on this Announcement and not on any
other information given, or representation or statement made at any time, by
any person concerning the Company, the Placing Shares or the Placing. It
agrees that neither the Company nor the Joint Bookrunners, nor any of their
respective officers, agents, employees or affiliates will have any liability
for any other information or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any other
information or representation;
31. that the shares in the capital of the Company are
admitted to trading on AIM, and the Company is therefore required to publish
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 that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company without
undue difficulty;
32. that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;
33. that the exercise by either of, or both of, the Joint
Bookrunners of any right or discretion under the Placing Agreement shall be
within the absolute discretion of such Bank or both Joint Bookrunners (acting
jointly) and the relevant Bank or the Joint Bookrunners (acting jointly) (as
the case may be) need not have any reference to it and shall have no liability
to it whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
the Joint Bookrunners or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
34. that these terms and conditions represent the whole and
only agreement between it, the Joint Bookrunners and the Company in relation
to its participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation. Accordingly,
each Placee, in accepting its participation in the Placing, is not relying on
any information or representation or warranty in relation to the Company or
any of its subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly Available
Information (save that in the case of Exchange Information and Publicly
Available Information, a Placee's right to rely on that information is limited
to the right that such Placee would have as a matter of law in the absence of
this paragraph), such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, nor either of the Joint Bookrunners nor any of their
respective officers, directors or employees will have any liability for any
such other information, representation or warranty, express or implied;
35. it acknowledges that no person is authorised in
connection with the Placing to give any information or make any representation
other than as contained in this document and, if given or made, any
information or representation must not be relied upon as having been
authorised by the Joint Bookrunners or the Company;
36. that in the case of any Placing Shares acquired by it as
a financial intermediary, as that term is used in Article 5(2) of the EU
Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as
applicable), (i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Member State of the EEA which has
implemented the EU Prospectus Regulation other than Qualified Investors, or in
the United Kingdom to qualified investors within the meaning of the UK
Prospectus Regulation, or in circumstances in which the prior consent of the
Joint Bookrunners have been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any member
state of the EEA or the United Kingdom other than EEA Qualified Investors or
UK Qualified Investors (as applicable), the offer of those Placing Shares to
it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
37. that neither it nor, as the case may be, its clients
expect the Joint Bookrunners to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
the Joint Bookrunners are not acting for it or its clients, and that the Joint
Bookrunners will not be responsible for providing the protections afforded to
customers of the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
38. that it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
neither of the Joint Bookrunners nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available Information; nor
has it requested either of the Joint Bookrunners, the Company or any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such information;
39. that the only information on which it is entitled to
rely on and on which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement, the Exchange Information and the
Publicly Available Information (save that in the case of Exchange Information
and Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph), such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement, the Exchange
Information and the Publicly Available Information;
40. that neither of the Joint Bookrunners nor the Company
nor any of their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement, the Exchange
Information or the Publicly Available Information;
41. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S;
42. that, unless specifically agreed with the Joint
Bookrunners, it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was given and
it is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States and it will not reoffer, resell, pledge or
otherwise transfer the Placing Shares except pursuant to an exemption from the
registration requirements of the Securities Act and otherwise in accordance
with any applicable securities laws of any state or jurisdiction of the United
States;
43. that it is not a national or resident of Canada,
Australia, the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in Canada,
Australia, the Republic of South Africa or Japan or to or for the benefit of
any person resident in Canada, Australia, the Republic of South Africa or
Japan and each Placee acknowledges that the relevant exemptions are not being
obtained from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission or Japanese Ministry of
Finance or or the South African Reserve Bank and that the Placing Shares are
not being offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the Republic
South Africa or Japan;
44. if it is outside the United Kingdom, neither this
document nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made to it or
such person and such documents or materials could lawfully be provided to it
or such person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal requirements;
45. that it does not have a registered address in, and is
not a citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is not acting
on a non-discretionary basis for any such person;
46. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States;
47. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as either
Bank may in its discretion determine and without liability to such Placee;
48. that it is entitled to subscribe for and/or purchase
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and complied with
all necessary formalities and that it has not taken any action which will or
may result in the Company or the Joint Bookrunners or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing or its
acceptance;
49. that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or purchase
obligations;
50. that where it is acquiring Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account:
(a) to acquire the Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by the Joint Bookrunners, provided that where the
Placee is acting in its capacity as a discretionary investment manager on
behalf of its underlying clients (who include individuals and/or retail
clients), then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of this Announcement and not the
underlying client and, for the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee itself and
not their underlying client;
51. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of the Order; or
(b) a person of a kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
52. that, unless otherwise agreed by the Joint Bookrunners,
it is a qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA");
53. that, unless otherwise agreed by the Joint Bookrunners,
it is a "professional client" or an "eligible counterparty" within the meaning
of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
54. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person;
55. that any money held in an account with either Bank (or
its nominees) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from the relevant Bank (or its nominee)
money in accordance with such client money rules and will be used by such Bank
in the course of its own business and each Placee will rank only as a general
creditor of the relevant Bank;
56. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;
57. that it is not, and it is not acting on behalf of, a
person falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986;
58. that it will not deal or cause or permit any other
person to deal in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission of the relevant
Placing Shares becomes effective;
59. that it appoints irrevocably any director of the
relevant Bank as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;
60. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company;
61. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither of the Joint
Bookrunners nor the Company has considered its particular objectives,
financial situation and needs;
62. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;
63. that it will indemnify and hold the Company and the
Joint Bookrunners and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and the Joint Bookrunners will rely on the
truth and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer true
or accurate, the Placee shall promptly notify the Joint Bookrunners and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this Appendix)
are given to the Joint Bookrunners for itself and on behalf of the Company and
will survive completion of the Placing and Admission;
64. that time shall be of the essence as regards obligations
pursuant to this Appendix;
65. that it is responsible for obtaining any legal,
financial, tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the Company or the
Joint Bookrunners to provide any legal, financial, tax or other advice to it;
66. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint Bookrunners
shall notify it of such amendments;
67. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and EU MAR as amended and
transposed into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020
(as amended), (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a person: (a)
with whom transactions are prohibited under the applicable law 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 (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations 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 and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Joint
Bookrunners such evidence, if any, as to the identity or location or legal
status of any person which either Bank may request from it in connection with
the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be subscribed for and/or purchased by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as the Joint Bookrunners may decide in their absolute discretion;
68. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the purposes of
the Prospectus Regulation Rules made by the FCA under FSMA and forming part of
the FCA's Handbook of rules and guidance, as amended from time to time ;
69. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
70. that it acknowledges that these terms and conditions and
any agreements entered into by it pursuant to these terms and conditions shall
be governed by and construed in accordance with the laws of England and Wales
and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company or the Joint Bookrunners in any jurisdiction in which the
relevant Placee is incorporated or in which its assets are located or any of
its securities have a quotation on a recognised stock exchange;
71. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to the Joint Bookrunners;
72. that the Joint Bookrunners owe no fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
73. the Joint Bookrunners and the Company are entitled to
exercise any of their rights under the Placing Agreement or any other right in
their absolute discretion without any liability whatsoever to them;
74. any of the Placee's clients, whether or not identified
to either Bank, will remain its sole responsibility and will not become
clients of the Joint Bookrunners for the purposes of the rules of the FCA or
for the purposes of any other statutory or regulatory provision;
75. that the Joint Bookrunners or any of their respective
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;
76. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission document or
other offering document in connection with the Placing or the Placing Shares;
and
77. that if it has received any confidential inside
information concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available; and
78. that the Placing is not conditional on completion of the
Acquisition that the Acquisition is dependent on certain conditions being
satisfied and that accordingly neither the Company nor either of the Joint
Bookrunners warrants or represents that the Acquisition will complete.
The Company, the Joint Bookrunners and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to the Joint
Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has given rise
to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty expressed or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by the Joint Bookrunners or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
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