REG - NewRiver REIT plc - Proposed placing
18/09/2024 16:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240918:nRSR7533Ea&default-theme=true
RNS Number : 7533E NewRiver REIT PLC 18 September 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM PART OF
A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. FURTHER, THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DO NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
18 September 2024
NewRiver REIT plc ("NewRiver" or the "Company")
Proposed placing of up to 62,737,200 new ordinary shares to fund, in part, the
proposed cash and share offer by NewRiver for Capital & Regional plc
Introduction
NewRiver today announces that it proposes to issue up to 62,737,200 new
ordinary shares of one pence each in the capital of the Company ("New Ordinary
Shares") by way of a cash placing to institutional and certain other investors
(the "Placing") (the "Placing Shares"), representing up to 19.89 per cent. of
NewRiver's existing issued share capital (when aggregated with the Retail
Offer (as defined below)).
The Placing is being conducted through an accelerated bookbuild process that
will be launched immediately following the release of this announcement in
accordance with the terms and conditions set out in Appendix 1 (which forms
part of this announcement, such announcement and the Appendices to this
Announcement together being this "Announcement").
In addition to the Placing, it is proposed that a separate offer will be made
by the Company of new ordinary shares in NewRiver (the "Retail Offer Shares")
on the REX portal (the "Retail Offer") to provide existing retail shareholders
of the Company in the UK only with an opportunity to acquire the Retail Offer
Shares. The aggregate gross proceeds of the Retail Offer shall not exceed
£6.7 million. A separate announcement will be made shortly regarding the
Retail Offer and its terms.
Use of proceeds
NewRiver has separately released an announcement earlier today under Rule 2.4
of the City Code on Takeovers and Mergers relating to a possible offer
pursuant to which it is proposed that NewRiver would acquire the entire
issued, and to be issued, ordinary share capital of Capital & Regional plc
("Capital & Regional") (the "Proposed Combination") (the "Rule 2.4
Announcement"). The Proposed Combination would be effected by means of a
scheme of arrangement under Part 26 of the Companies Act.
The Placing and Retail Offer are being undertaken to fund, in part, the cash
component of the consideration payable pursuant to the Proposed Combination,
which is expected to be approximately £73.4 million.
Under the terms of the Proposed Combination, for each ordinary share of 10
pence each in the capital of Capital & Regional (a "Capital & Regional
Share"), Capital & Regional shareholders ("Capital & Regional
Shareholders") would be entitled to receive 0.41946 New Ordinary Shares, 31.25
pence in cash and the Capital & Regional Interim Dividend (as defined
below) of 2.85 pence per Capital & Regional Share. Further details of the
Proposed Combination are set out in the Rule 2.4 Announcement released by the
Company today.
NewRiver has consulted with a significant number of its major institutional
shareholders regarding the rationale for the proposed Placing and its non
pre-emptive nature. The NewRiver board believes that the Placing and Retail
Offer are in the best interests of NewRiver Shareholders and wider
stakeholders and will promote the success of the Company and this belief has
been strengthened as a result of these discussions.
Following the Placing, the Company shall be subject to a lock-up for a period
of 180 calendar days following Admission, subject to waiver by the Banks and
certain customary carve-outs agreed between the Banks and the Company.
If the Proposed Combination does not complete for any reason, NewRiver will
retain the net proceeds from the Placing and Retail Offer until such time that
such proceeds are returned to NewRiver Shareholders or otherwise deployed
within the business of the NewRiver Group.
Details of the Placing
Under the terms of the Placing, the Company intends to place up to 62,737,200
Placing Shares, representing approximately 19.89 per cent. of the existing
issued ordinary share capital of the Company (when aggregated with the Retail
Offer). The Placing Shares are not being made available to the public and are
not being offered or sold in any jurisdiction where it would be unlawful to do
so.
Jefferies International Limited ("Jefferies"), Panmure Liberum Limited
("Panmure Liberum") and Shore Capital Stockbrokers Limited ("Shore Capital")
(together, the "Banks") are acting as joint global co-ordinators, joint
bookrunners and joint corporate brokers in connection with the Placing.
The Placing is being conducted through an accelerated bookbuilding process
which will be launched by the Banks immediately following the release of this
Announcement (the "Bookbuilding Process"). The timing of the closing of the
book, pricing and allocations are at the absolute discretion of the Banks, and
following consultation with the Company. Details of the Placing Price and the
number of Placing Shares to be issued pursuant to the Placing will be
announced as soon as practicable after the close of the Bookbuilding Process.
The Company has today entered into a placing agreement with the Banks (the
"Placing Agreement") pursuant to which the Banks have agreed to use their
respective reasonable endeavours to procure institutional and certain other
investors (including certain existing shareholders) for the Placing Shares.
Further details of the Placing Agreement can be found in the terms and
conditions of the Placing contained in Appendix 1 to this Announcement.
The Placing is conditional, amongst other things, on:
· the Placing Agreement becoming unconditional in all respects and
not having been terminated in accordance with its terms prior to admission of
the Placing Shares to the Equity Shares (Commercial Companies) category of the
Official List of the Financial Conduct Authority ("FCA") and to trading on the
main market of London Stock Exchange plc ("LSE") (together, "Admission"); and
· Admission becoming effective by 23 September 2024 (or such
later date as the Company and the Banks may agree, being no later than 8.00
a.m. on 30 September 2024).
The Placing is not conditional on the Proposed Combination. As stated above,
if the Proposed Combination does not complete for any reason, NewRiver will
retain the net proceeds from the Placing and Retail Offer until such time that
such proceeds are returned to NewRiver Shareholders or otherwise deployed
within the business of the NewRiver Group.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of their issue.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions in this Announcement, and to be
providing the representations, warranties and acknowledgments contained in
Appendix 1.
The Placing Shares may not be acquired by investors using assets of (A) an
"employee benefit plan" as defined in Section 3(3) of the U.S. Employee
Retirement Income Security Act of 1974, as amended (known as "ERISA"), or (B)
a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended.
The Chair, Chief Executive, Chief Financial Officer and certain non-executive
directors of the Company intend to participate in the Placing.
Settlement in respect of the Placing Shares and Admission are expected to take
place on or before 8.00 a.m. on 23 September 2024.
Indicative summary timetable of principal events
Announcement of launch of the Placing 18 September 2024
Placing opens 18 September 2024
Placing closes 18 September 2024
Announcement of the results of the Placing and Retail Offer 19 September 2024
Admission and dealings in the Placing Shares fully paid commence on the London 23 September 2024
Stock Exchange
Placing Shares credited to stock accounts in CREST (CREST shareholders only) 23 September 2024
Expected date for despatch of definitive share certificates for the Placing To be issued 5 business days following Admission
Shares in certificated form
Notes:
(1) A reference to a time in this Announcement is to London time unless
otherwise stated.
(2) The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company, in which event details of the new times and/or dates will be notified
to investors through an announcement via a Regulatory Information Service.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important notices"
section of this Announcement. Unless otherwise stated, capitalised terms in
this Announcement have the meanings ascribed to them in Appendix 2.
For further information, please contact:
NewRiver REIT plc +44 (0)20 3328 5800
Allan Lockhart (Chief Executive)
Will Hobman (Chief Financial Officer)
Jefferies International Limited (Lead Financial Adviser, Joint Global +44 (0)20 7029 8600
Co-ordinator and Joint Bookrunner)
Philip Noblet
Rishi Bhuchar
Ed Matthews
Andrew Morris
William Brown
Panmure Liberum Limited (Sponsor, Joint Global Co-ordinator and Joint +44 (0)20 3100 2000
Bookrunner)
Jamie Richards
David Watkins
Amrit Mahbubani
Nikhil Varghese
Shore Capital Stockbrokers Limited (Joint Global Co-ordinator and Joint +44 (0)20 7408 4090
Bookrunner)
Mark Percy (Corporate Advisor)
James Thomas (Corporate Advisor)
Ben Canning (Corporate Broking)
Malachy McEntyre (Corporate Broking)
FTI Consulting +44 (0)20 3727 1000
Dido Laurimore
Giles Barrie
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018. This Announcement has
been authorised for release by the Board of Directors of NewRiver.
IMPORTANT NOTICES
No action has been taken by the Company, any of the Banks or any of its or
their respective Affiliates, or any of its or their respective agents,
directors, officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Banks
to inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") and the Prospectus
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal Act) 2018 ("UK Prospectus Regulation")). Persons needing advice
should consult a qualified independent 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. In member
states of the European Economic Area ("EEA"), this Announcement is directed
only at and may only be communicated to persons who are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation ("qualified
investors"). In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii) persons to
whom it may otherwise lawfully be communicated (together, "relevant persons").
Any investment or investment activity to which this Announcement relates is
only available to and will only be engaged with in the member states of the
EEA by qualified investors and in the United Kingdom by relevant persons. This
Announcement must not be acted on or relied on by persons in member states of
the EEA who are not qualified investors or by persons in the United Kingdom
who are not relevant persons.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in Australia, the Republic of South Africa or
Japan or any other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such jurisdiction.
Forward-looking statements
This Announcement contains statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of NewRiver about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Proposed Combination on
NewRiver and Capital & Regional, the expected timing and scope of the
Proposed Combination and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii) business and
management strategies and the expansion and growth of NewRiver's or Capital
& Regional's or the Combined Group's operations and potential synergies
resulting from the Proposed Combination.
Although NewRiver believes that the expectations reflected in such
forward-looking statements are reasonable, it cannot provide any assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
There is a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: changes in the
global political, economic, business and competitive environments and in
market and regulatory forces; changes in future exchange and interest rates;
changes in tax rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour of other
market participants; the anticipated benefits from the Proposed Combination
not being realised as a result of changes in general economic and market
conditions; weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas in which
NewRiver and Capital & Regional operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither NewRiver, the Banks nor any of their associates or directors, officers
or advisers provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with its legal or
regulatory obligations, NewRiver is under no obligation, and expressly
disclaims any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver
and no one else in connection with the Proposed Combination, the Placing and
the matters referred to in this Announcement and shall not be responsible to
anyone other than NewRiver for providing the protections afforded to clients
of Jefferies, nor for providing advice in connection with the Proposed
Combination, the Placing and the matters referred to in this Announcement.
Neither Jefferies nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Jefferies in connection with
the Proposed Combination, the Placing and the matters referred to in this
Announcement or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for NewRiver and no
one else in connection with the Proposed Combination, the Placing and the
matters described in this Announcement. Panmure Liberum will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the matters described in this Announcement and will not be
responsible to anyone other than NewRiver for providing the protections
afforded to its clients or for providing any advice in relation to matters or
arrangements referred to herein. Neither Panmure Liberum nor any of its
affiliates (nor any of its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Panmure Liberum in connection with the Proposed Combination, the
Placing and the matters referred to in this Announcement or otherwise.
Shore Capital Stockbrokers Limited ("Shore Capital"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for NewRiver
and no one else in connection with the Proposed Combination, the Placing and
the matters referred to in this Announcement and shall not be responsible to
anyone other than NewRiver for providing the protections afforded to clients
of Shore Capital, nor for providing advice in connection with the Proposed
Combination, the Placing and the matters referred to in this Announcement.
Neither Shore Capital nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in connection
with the Proposed Combination, the Placing and the matters referred to in this
Announcement or otherwise.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Jefferies, Panmure Liberum, Shore Capital or by any of its or
their respective Affiliates or any of its or their respective directors,
officers, employees, agents or advisers as to, or in relation to, the accuracy
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The price of shares and any
income expected from them may go down as well as up and investors may not get
back the full amount invested upon disposal of the shares. Past performance is
no guide to future performance. The contents of this Announcement are not to
be construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
In connection with the Placing, each of the Banks and any of their respective
Affiliates may take up a portion of the shares of the Company in the Placing
as a principal position and in that capacity may retain, purchase or sell for
its own account such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
the Banks or any of their respective Affiliates acting in such capacity. In
addition, either of the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such Banks or any of their
respective Affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither of the Banks,
or any of their respective Affiliates, intend to disclose the extent of any
such investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Overseas shareholders
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold, directly or indirectly, in or into the United
States absent registration under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act. The
Placing Shares are being offered and sold (a) outside the United States in
"offshore transactions" as defined in, and pursuant to, Regulation S under the
Securities Act ("Regulation S") or (b) in the in the United States only to
persons reasonably believed to be "qualified institutional buyers" (as defined
in Rule 144A of the Securities Act) ("QIBs") in transactions not involving any
"public offering" within the meaning of Section 4(a)(2) of the Securities Act
pursuant to an exemption from the registration requirements of the Securities
Act. A person who is invited to and who chooses to participate in the Placing
(each a "Placee") and any prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be, (i) outside
the United States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S; or (ii) (a)
a QIB and (b) subscribing for the Placing Shares pursuant to an exemption from
the registration requirements under the Securities Act. No public offering of
securities is being made in the United States.
The offer and sale of the Placing Shares in Canada is being made on a private
placement basis only pursuant to an exemption from the requirement that the
Company prepares and files a prospectus under applicable Canadian securities
laws. No prospectus has been or will be filed with any securities commission
or other securities regulatory authority in any jurisdiction in Canada in
connection with the offer or sale of the Placing Shares. In Canada, this
Announcement is only directed at and is only being distributed to persons in
or resident in the Province of Alberta, British Columbia, Ontario or Quebec
purchasing, or deemed to be purchasing, as principal that are accredited
investors as defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable,
that are not created or used solely to purchase or hold the Shares as an
accredited investor under NI 45-106, and that are "permitted clients" as
defined section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations (such persons, "Accredited
Investors").
No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares; no prospectus has been or will be
filed with any securities commission or other securities regulatory authority
in any jurisdiction in Canada; 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, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, the Republic
of South Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.
By participating in the Bookbuild Process and the Placing, each Placee, by
making an oral or written and legally binding offer to acquire Placing Shares,
will be deemed to have read and understood this Announcement in its entirety,
to be participating, making an offer and acquiring Placing Shares on the Terms
and Conditions contained in Appendix 1 to this Announcement and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
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 Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018; (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 Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK target market
assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 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.
EU product governance requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the 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 Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
APPENDIX 1
Terms and conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (I) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); OR (II) IF IN THE UNITED KINGDOM, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS
REGULATION") WHO ARE (A) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (B) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER, OR (C) OTHER PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C)
ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY (I)
IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED INVESTORS; AND (II) IN THE UNITED
KINGDOM, TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER OF STATE
OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; AND (II) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING IS BEING
MADE (A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN
AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED
STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL
BUYERS" IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING
OF SECTION 4(A)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, Australia, South Africa or Japan or any
jurisdiction where such offer or solicitation would be unlawful ("Restricted
Territory").
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the Banks nor any
of its or their respective Affiliates nor any person acting on its or their
behalf which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not apply.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of the Banks or any of their respective Affiliates or any
person acting on their behalf as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
The Placing Shares may not be acquired by investors using assets of (A) an
"employee benefit plan" as defined in Section 3(3) of the U.S. Employee
Retirement Income Security Act of 1974, as amended (known as "ERISA"), or (B)
a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended.
None of the Company, the Banks nor any of their respective Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
a. if it is in a member state of the EEA, it is a Qualified
Investor and undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its business;
b. if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
c. it is and, at the time the Placing Shares are subscribed for,
will be, (i) outside the United States and subscribing for the Placing Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S; or (ii) (a) a QIB that has executed and delivered, or will execute and
deliver, a US Investor Letter, and (b) subscribing for the Placing Shares
pursuant to an exemption from the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act;
d. if subscribing for the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
e. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, agreements and acknowledgements,
contained in these terms and conditions; and
f. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of
the EEA to Qualified Investors or in the United Kingdom to Relevant Persons,
or in circumstances in which the prior consent of the Banks has been given to
each such proposed offer or resale.
Defined terms used in this Appendix 1 are set out in Appendix 2.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the Terms and
Conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint bookrunners and joint global co-ordinators in
connection with the Placing. The Banks have today entered into an agreement
with the Company (the "Placing Agreement") under which, subject to the terms
and conditions set out therein, each of the Banks as agent for and on behalf
of the Company, has agreed to use its respective reasonable endeavours to
procure Placees for the Placing Shares at a price determined following
completion of the Bookbuild (the "Placing Price"). The Banks are not acting
for the Company with respect to the Retail Offer.
The Placing Price and the final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of an agreement between the
Company and the Banks recording the final details of the Placing (the "Pricing
Agreement"). The timing of the closing of the book, pricing and allocations
are at the discretion of the Company and the Banks. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
Application for admission to trading
It is expected that Admission of the Placing Shares will become effective at
8:00 a.m. (London time) on 23 September 2024 (or such later date as may be
agreed between the Company and the Banks but being no later than 8:00 a.m.
(London time) on 30 September 2024.
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners and joint global co-ordinators
on the Placing and as agents of the Company, in each case severally, and not
jointly nor jointly and severally. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
any of the Banks. Each of the Banks and their respective Affiliates and any
person acting on their behalf, are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable
to the Banks by all Placees whose bids are successful. The Placing Price and
the aggregate proceeds to be raised through the Placing will be agreed between
the Banks and the Company following completion of the Bookbuild. The Placing
Price and the number of Placing Shares will be announced on a Regulatory
Information Service as soon as reasonably practicable following the completion
of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at one of the Banks. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Placing Price which is ultimately established
by the Company and the Banks or at prices up to a price limit specified in its
bid. Bids may be scaled down by the Banks on the basis referred to in
paragraph 6 below. Each of the Banks reserves the right not to accept bids or
to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 7:00 a.m. (London time)
on 19 September 2024 but may be closed earlier or later, at the discretion of
the Banks and the Company. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and the
Company and will be confirmed to Placees orally or in writing by the relevant
Bank, acting as agent of the Company, following the close of the Bookbuild,
and an electronic contract note/trade confirmation will be dispatched as soon
as possible thereafter. Subject to paragraph 8 below, the relevant Bank's
oral or written confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee) in favour of such Bank and the Company, under which such Placee agrees
to subscribe for the number of Placing Shares allocated to it and to pay the
relevant Placing Price for each such Placing Share on the Terms and Conditions
set out in this Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and understood this
Announcement (including the appendices) in its entirety.
6. Subject to paragraphs 2 and 3 above, the Banks will, in effecting
the Placing, agree with the Company the identity of the Placees and the basis
of allocation of the Placing Shares and may scale down any bids for this
purpose on such basis as it may determine. The Banks may also, notwithstanding
paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks, subject to agreement with the Company. If
within a reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may, in their
absolute discretion, terminate the Placee's Placing participation in which
case all funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited.
7. Each potential Placee located or resident in Canada must qualify as both
an "accredited investor" and a "permitted client" under applicable Canadian
securities laws that has either executed and delivered, or will execute and
deliver, a Canadian Investor Letter and satisfy the eligibility requirements
set forth therein.
8. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (or as it may direct)
in cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has been allocated to it and has
agreed to subscribe for. Each Placee's obligations will be owed to the
relevant Bank. The Company shall, conditional on Admission, allot such Placing
Shares to each Placee following each Placee's payment to the relevant Bank of
such amount.
9. Except as required by law or regulation, no press release or other
announcement will be made by either of the Banks or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be subscribed
for pursuant to the Placing will be required to be made at the same time, on
the basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks nor any of
their respective Affiliates nor any person acting on their behalf shall have
any responsibility or liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of the Banks
nor any of their respective Affiliates nor any person acting on their behalf
shall have any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the Banks' conduct of
the Bookbuild or of such alternative method of effecting the Placing as the
Banks and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):
1. the publication of the Rule 2.4 Announcement, through a Regulatory
Information Service by no later than 4:45 p.m. (London time) on the date of
the Placing Agreement (or such later time and/or date as the Company and the
Banks may agree in writing);
2. the Pricing Agreement having been executed by the Company and the Banks
by no later than 6:00 a.m. (London time) on the business day following the
date of the Placing Agreement (or such later time and/or date as the Company
and the Banks may agree in writing);
3. the release by the Company of the Pricing Announcement;
4. the Company having allotted the Placing Shares to the Placees, prior to
and conditional only on Admission;
5. each of the warranties on the part of the Company in the Placing
Agreement not being untrue, inaccurate or misleading (i) as at the date of the
Placing Agreement; (ii) as at the time the Pricing Agreement is executed (if
different from the date of this Announcement); and (iii) immediately prior to
Admission, in each case by reference to the facts and circumstances then
subsisting;
6. the Company having complied with all of its obligations and undertakings
under the Placing Agreement in each case, to the extent the Banks consider in
good faith such non-compliance not to be material in the context of the
Placing and/or Admission;
7. there not having occurred a material adverse change in relation to (i)
the Company or the Company its subsidiaries (the "Group") and (ii) the
Combined Group at any time prior to Admission; and
8. Admission of the Placing Shares occurring at or before 8:00 a.m. (London
time) on 23 September 2024, or such later time and/or date as the Company and
the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree, being not later than 8:00 a.m. (London
time) on 30 September 2024); or (ii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
it in respect thereof.
The Banks may, at their discretion and upon such terms as they think fit,
extend the time for the satisfaction of any condition or waive compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement (other than those
conditions described in points 1, 2, 3, 4, 8 and certain other conditions,
which may not be waived under the terms of the Placing Agreement). Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Banks nor their respective Affiliates nor any person acting on
their behalf shall have any liability or responsibility to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision it may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision it may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing, each Placee
agrees that any such decision is within the absolute discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including,
inter alia, if: (i) there has been a breach by the Company of any of the
warranties or any failure by the Company to perform any of its obligations
contained in the Placing Agreement; (ii) any statement made in the
Announcement and/or the 2.4 Announcement is or has become untrue, inaccurate
or misleading in any respect or there is an omission, in each case , the Banks
in their absolute discretion (but always acting in good faith) consider to be
material in the context of the Placing or Admission; (ii) there has been a
material adverse change in relation to the Company, Group or the Combined
Group; (iii) there is a cancellation or suspension by the FCA or the London
Stock Exchange of trading in the Company's securities; or (iv) upon the
occurrence of certain force majeure events.
If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow Admission to proceed. By
participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under
"Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral or written confirmation by the Banks following
the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise or
non-exercise by each Bank of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Banks or for agreement between the Company and the Banks (as the case may be)
and that neither the Company nor the Banks need make any reference to, or
consultation with, Placees and that neither they nor any of their respective
Affiliates nor any person acting on its or their behalf shall have any
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange or in any other
jurisdictions in relation to the Placing or Admission and no such prospectus
is required (in accordance with the Prospectus Regulation or the UK Prospectus
Regulation) to be published in the United Kingdom or any equivalent document
in any jurisdiction.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information), the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their respective
Affiliates or any person acting on its or their behalf will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 180 calendar days after (but including) the date of Admission,
it will not, without the prior written consent of the Banks, directly or
indirectly issue or allot Ordinary Shares except in connection with the
Proposed Combination, subject to customary exceptions and waiver by the Banks.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consultation with, Placees and that they
shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BD7XPJ64)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/trade
confirmation in accordance with the standing arrangements in place with the
relevant Bank stating the number of Placing Shares to be allocated to it at
the Placing Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. It is expected that such electronic contract
note/trade confirmation will be despatched on or around 19 September 2024 and
that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Banks may agree that the Placing Shares will be issued in
certificated form.
It is expected that settlement will be on 23 September 2024 on a T+2 basis in
accordance with the instructions given to the relevant Bank.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) imposed in any jurisdiction
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 Banks
all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Banks lawfully take in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances
in which any other stamp duty or stamp duty reserve tax or other similar taxes
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Banks nor the Company shall be responsible for
the payment of such amounts.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective Placee) with the
Banks (in their capacity as joint bookrunners, as agents of the Company in
respect of the Placing) and the Company, in each case as a fundamental term of
its application for Placing Shares, that:
1. it has read and understood this Announcement, in its entirety and that
its participation in the Bookbuild and the Placing and its subscription for
and purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus Regulation and
it has not received and will not receive an offering document, prospectus,
offering memorandum or admission document in connection with the Bookbuild,
the Placing, the Company, Admission, the Placing Shares or otherwise;
3. the Ordinary Shares are admitted to the Equity Shares (Commercial
Companies) category of the Official List of the FCA and are admitted to
trading on the Main Market of the London Stock Exchange and that the Company
is therefore required to publish certain business and financial information in
accordance with UK MAR and the rules and practices of the London Stock
Exchange and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account, and similar
statements for preceding financial years and that it has reviewed such
Exchange Information and that it is able to obtain or access such Exchange
Information;
4. none of the Banks, nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf has provided, and none
of them will provide, it with any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares,
nor has it requested any of the Banks, the Company, or any of their respective
Affiliates or any person acting on its or their behalf to provide it with any
such material or information;
5. unless otherwise specifically agreed with the Banks, that they are not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to subscribe for the Placing Shares; and further acknowledges
that the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus,
offering memorandum or admission document be cleared or approved in respect of
any of the Placing Shares under the securities legislation of the United
States, the United Kingdom or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;
6. the content of this Announcement is exclusively the responsibility of
the Company and that none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
7. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing Shares is
contained in this Announcement and any Exchange Information, that it received
and reviewed all information that it believes is necessary or appropriate to
make an investment decision in respect of the Placing Shares, and that it has
neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the Company and
none of the Banks, the Company nor any of their respective Affiliates nor any
person acting on its or their behalf will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the Placing and that none of the
Banks nor any of their Affiliates nor any person acting on its or their behalf
have made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;
8. it has not relied on any information relating to the Company contained
in any research reports prepared by any of the Banks or their respective
Affiliates or any person acting on their behalf and understands that (i) none
of the Banks or any of their respective Affiliates nor any person acting on
its or their behalf has or shall have any liability for public information or
any representation; (ii) none of the Banks or any of their respective
Affiliates or any person acting their behalf has or shall have any liability
for any additional information that has otherwise been made available to such
Placee, whether at the date of publication, the date of this document or
otherwise; and that (iii) none of the Banks nor any of their respective
Affiliates nor any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this
Announcement or otherwise;
9. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
10. it acknowledges that no action has been or will be taken by the Company,
the Banks or their respective Affiliates or any person acting on its or their
behalf that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose
is required;
11. it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Banks, the Company or any of their respective Affiliates or
any person acting on its or their behalf acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
12. it (and any person acting on its behalf) has all necessary capacity and
has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
13. it has complied with its obligations under the Criminal Justice Act 1993,
UK MAR and in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (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;
14. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
15. if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
16. if it is in the United Kingdom, it is a Relevant Person and undertakes
that it will subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this
Announcement relates is available only to, in the United Kingdom, Relevant
Persons, and in any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not, in the
United Kingdom, Relevant Persons and, in any member state of the EEA,
Qualified Investors;
18. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing (including electronic copies thereof) to any person,
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
19. where it is subscribing for the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to subscribe for the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
20. if it is a pension fund or investment company, it represents, warrants and
undertakes that its subscription for Placing Shares is in full compliance with
applicable laws and regulations;
21. if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to the proposed offer or
resale;
22. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation;
23. any offer of Placing Shares may only be directed at persons in the United
Kingdom who are Relevant Persons and represents, warrants and undertakes that
it has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom within the meaning of
the UK Prospectus Regulation and section 85(1) of FSMA;
24. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and agrees that this Announcement has not been approved by either of the Banks
in their respective capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would apply if it
was made or approved as financial promotion by an authorised person;
25. it has complied and will comply with all applicable laws (including
without limitation, all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing Shares;
26. if it has received any inside information (as defined under the Market
Abuse Regulation) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the Market Abuse Regulation,
prior to the information being made publicly available;
27. (i) it (and any person acting on its behalf) has the funds available to
pay for, and has capacity and authority and is otherwise entitled to purchase
the Placing Shares under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid any issue, transfer or other taxes due in connection with
its participation in any territory; (iii) it has not taken any action which
will or may result in the Company, the Banks or any of their respective
Affiliates or any person acting on its or their behalf being in breach of the
legal and/or regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and (iv) that
the subscription for and purchase of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
28. it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with the Terms and Conditions of this
Announcement on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as the Banks may in their absolute discretion
determine and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax or other similar taxes (together with any interest,
fines or penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares to which it will be entitled, and required, to subscribe
for, and that the Banks or the Company may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
30. none of the Banks nor any of their respective Affiliates nor any person
acting on their behalf is making any recommendations to it, or advising it
regarding the suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
31. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the
Company, the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar duties or taxes (together with
any interest, fines or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to indemnify each of the Company, the Banks and any of their respective
Affiliates and any person acting on its or their behalf in respect of the same
on an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of Jefferies International Limited who will hold them
as nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the Placee's stock
account on a delivery versus payment basis;
32. these Terms and Conditions and any agreements entered into by it pursuant
to these Terms and Conditions, and any non-contractual obligations arising out
of or in connection with such agreements, shall be governed by and construed
in accordance with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of 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 Banks or the Company
in any jurisdiction in which the relevant Placee is incorporated or in which
any of its securities have a quotation on a recognised stock exchange;
33. each of the Banks, the Company, their respective Affiliates and any person
acting on their or its behalf will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements
contained in this Announcement and which are given to each of the Banks on
their own behalf and on behalf of the Company and are irrevocable;
34. it will indemnify on an after-tax basis and hold each of the Banks, the
Company and their respective Affiliates and any person acting on its or their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix 1 shall survive after completion
of the Placing;
35. it acknowledges that it irrevocably appoints any director or authorised
signatories of the Banks as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
36. it acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the electronic contract note/trade confirmation
will continue notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Banks' conduct of the Placing;
37. in making any decision to subscribe for the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it will not
look to the Banks or any of their respective Affiliates or any person acting
on its or their behalf for all or part of any such loss or losses it or they
may suffer;
38. it acknowledges and agrees that neither the Company, the Banks, their
respective Affiliates nor any person acting on its or their behalf owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
39. it understands and agrees that it may not rely on any investigation that
either of the Banks or their respective Affiliates or any person acting on its
or their behalf may or may not have conducted with respect to the Company and
its Affiliates or the Placing and each of the Banks has not made any
representation or warranty to it, express or implied, with respect to the
merits of the Placing, the subscription for or purchase of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, either of the
Banks or their respective Affiliates or any person acting on its or their
behalf for the purposes of this Placing;
40. it acknowledges and agrees that it will not hold any of the Banks and/or
any of their respective Affiliates or any person acting on its or their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available
(whether in written or oral form) relating to the Group and that no such
person makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information or accepts any
responsibility for any of such information;
41. in connection with the Placing, the Banks and any of their respective
Affiliates and any person acting on their behalf may take up a portion of the
Placing Shares as a principal position and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or sell such
shares, securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to Placing Shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to the Banks or any of their
respective Affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition any of the Banks and any of their
respective Affiliates and any person acting on its or their behalf may enter
into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such person(s) may from
time to time subscribe for, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks or any of their respective
Affiliates or any person acting on its or their behalf intends to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
42. a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Bank(s). Each of the Banks reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion and will, inter alia, take account of the Company's
objectives, UK MiFIR and MiFID II requirements and/or its allocation policies;
43. the Placing Shares have not been registered or otherwise qualified for
offer and sale nor will a prospectus be cleared or approved in respect of the
Placing Shares under the securities laws of Australia, Canada, South Africa or
Japan and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, South Africa or Japan or in any country or
jurisdiction where any action for that purpose is required.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company, the Banks nor their respective Affiliates nor any person acting
on its or their behalf will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest, fines and penalties relating
thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company nor their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any interest or any stamp duty or stamp duty
reserve tax or any other similar duties or taxes (including, without
limitation, other stamp, issue, securities, transfer, registration, capital,
or documentary duties or taxes or any interest) ("transfer taxes") that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith (including
any interest, fines and penalties relating thereto), and agrees to indemnify
on an after-tax basis and hold the Banks and/or the Company (as the case may
be) and their respective Affiliates and any person acting on its or their
behalf harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should, therefore,
take its own advice as to whether any such transfer tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Banks 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. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
of the Banks, any money held in an account with either of the Banks on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under the FSMA.
The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from the relevant Bank's money in accordance with the client money
rules and will be used by each of the Banks in the course of its own business;
and the Placee will rank only as a general creditor of the relevant Bank.
All times and dates in this Announcement may be subject to amendment by the
Banks and the Company (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.
The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Banks.
Each Placee may be asked to disclose in writing or orally to the Banks:
1. if he or she is an individual, his or her nationality; or
2. if it is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK;
"Admission" means admission of the Placing Shares and the Retail Offer Shares
to the Equity Shares (Commercial Companies) category of the Official List of
the FCA and to trading on the Main Market;
"Affiliate" of any person means any other person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the subsidiaries of
such holding companies, branches, associated companies and subsidiaries; and
for these purposes "controlling person" means any person who controls any
other person; "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a person whether through the ownership of securities, by
contract or agency or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective directors,
officers, employees, agents and advisers of all such persons;
"Announcement" means this announcement and its appendices;
"Banks" means Jefferies, Panmure Liberum and Shore Capital;
"Bookbuild" means the bookbuilding process to be commenced by the Banks to use
reasonable endeavours to procure placees for the Placing Shares at the Placing
Price, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement;
"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
"Capital & Regional Interim Dividend" means the interim dividend declared
by Capital & Regional in respect of the six month period to 30 June 2024
that Capital & Regional Shareholders will be entitled to receive and
retain, which is expected to be paid to entitled Capital & Regional
Shareholders on 27 September 2024, such dividend not to exceed an amount of
2.85 pence per Capital & Regional Share;
"Company" or "NewRiver" means NewRiver REIT plc;
"Companies Act" means the Companies 2006, as amended from time to time;
"Corporations Act" means the Australian Corporations Act 2001 (Cth);
"CREST" means the computerised settlement system operated by Euroclear which
facilitates the transfer of title to shares in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA
pursuant to Part VI of FSMA;
"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;
"EU Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all permitted
distribution channels;
"Euroclear" means Euroclear UK & International Limited, being the operator
of CREST;
"Exchange Information" means certain business and financial information that
the Company is required to publish in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA;
"FCA" or "Financial Conduct Authority" means the Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended) and any
statutory modification or re-enactment thereof for the time being in force;
"Group" means the Company and its subsidiaries;
"Jefferies" means Jefferies International Limited;
"LSE" or "London Stock Exchange" means London Stock Exchange plc;
"Main Market" means the London Stock Exchange's main market;
"Market Abuse Regulation" means EU MAR or UK MAR (as applicable);
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance
requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures;
"Official List" means the list of publicly listed companies maintained by the
FCA;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
"Ordinary Share" means an ordinary share of £0.01 each in the capital of
NewRiver;
"Panmure Liberum" means Panmure Liberum Limited;
"Placee" means a person procured by a Bank to subscribe for Placing Shares;
"Placing" has the meaning given in the first paragraph of this Announcement;
"Placing Agreement" means the placing agreement dated 18 September 2024
between NewRiver and the Banks;
"Placing Price" means the price per Ordinary Share at which the Placing Shares
are placed;
"Placing Shares" means the new Ordinary Shares to be allotted and issued under
the Placing;
"PRA" or "Prudential Regulation Authority" means the UK Prudential Regulation
Authority;
"Pricing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Pricing Announcement" means the announcement published by the Company
confirming the results of the Placing on a Regulatory Information Service
immediately following the execution of the Pricing Agreement;
"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" means qualified investors within the meaning of article
2(e) of the Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" means the Criminal Justice Act 1993, UK MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof;
"Regulatory Information Service" means a regulatory information service
authorised by the FCA to release regulatory announcements to the London Stock
Exchange;
"Relevant Person" has the meaning given to it in Appendix 1 to this
Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1 to this
Announcement;
"Retail Offer" means the offer to be made by the Company on the REX portal of
new Ordinary Shares at the Placing Price, the terms of which will be detailed
in a separate announcement by the Company published shortly after this
Announcement;
"Retail Offer Shares" means the new Ordinary Shares to be allotted and issued
under the Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Shore Capital" means Shore Capital Stockbrokers Limited;
"subsidiary" or "subsidiary undertaking" each have the meaning given to such
term in the Companies Act 2006;
"Terms and Conditions" means the terms and conditions of the Placing set out
in Appendix 1 to this Announcement;
"transfer taxes" means any stamp duty or stamp duty reserve tax or any other
similar duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties or taxes);
"UK Listing Rules" means the UK listing rules made by the FCA pursuant to Part
VI of FSMA;
"UK MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse as it forms part of the domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (as amended);
"UK MiFIR" means the Market in Financial Instruments Regulation (EU) 600/2014
as it forms part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented;
"UK Product Governance Rules" means the product governance requirements of
Chapter 3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook;
"UK Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129 as
it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented;
"UK Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of COBS; and (ii) eligible for distribution through all
permitted distribution channels;
"uncertificated" or "in uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland; and
"US Investor Letter" means the investor representation letter in the form
provided by the Banks to QIBs in the United States.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEFLFFEAVITLISRecent news on Newriver Reit
See all newsREG - NewRiver REIT plc - Total Voting Rights
AnnouncementREG - NewRiver REIT plc - Results of the general meeting
AnnouncementREG - NewRiver REIT plc - Holding(s) in Company
AnnouncementREG - NewRiver REIT plc - Notice of General Meeting
AnnouncementREG - NewRiver REIT plc - Total Voting Rights
Announcement