REG - Norcros PLC - Proposed Placing
11/05/2022 16:45
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RNS Number : 1657L Norcros PLC 11 May 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
NORCROS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF NORCROS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF EU REGULATION 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
11 May 2022
Norcros plc ("Norcros" or the "Company")
Proposed Placing to raise approximately £18 million
Norcros, a market leading supplier of high quality and innovative bathroom and
kitchen products, announces its intention to undertake a placing to raise
gross proceeds of approximately £18 million (before expenses), representing
up to 9.9 per cent. of Norcros' existing issued share capital, with
institutional investors (the "Placing").
The proceeds of the Placing will be used to part-fund the acquisition of
Granfit Holdings Limited (the "Target" or "Grant Westfield"), a market leading
designer, manufacturer and supplier of waterproof bathroom wall panels in the
UK (the "Acquisition") and associated costs. Details of the Acquisition are
contained in a separate announcement released by the Company today, which
should be read in conjunction with this announcement.
The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated bookbuilding process, which will be
launched immediately following this announcement.
Details of the Placing
Numis Securities Limited ("Numis") is acting as sole bookrunner in connection
with the Placing. A sponsor and placing agreement has been entered into today
between the Company and Numis in connection with the Placing and the
Acquisition (the "Sponsor and Placing Agreement"). The terms and conditions of
the Placing are set out in the appendix to this announcement (the "Appendix"),
which forms part of this announcement (such announcement and the Appendix
together being this "Announcement"). The Placing will be effected pursuant to
the existing authorities from the Company's shareholders.
Numis will conduct a bookbuilding process in respect of the Placing (the
"Bookbuild"). The number of new ordinary shares of ten pence each in the
capital of the Company ("Ordinary Shares") to be issued pursuant to the
Placing (the "Placing Shares") and the price per Placing Share at which the
Placing Shares are to be placed (the "Placing Price") will be determined at
the close of the Bookbuild. The book will open with immediate effect following
this Announcement and may close at any time thereafter. The timing of the
closing of the book and pricing are at the discretion of Numis and the Company
and allocation will be determined by the Company. Details of the Placing Price
and the number of Placing Shares will be announced by the Company via a
Regulatory Information Service as soon as practicable after the close of the
Bookbuild.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing issued Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.
The Placing is not conditional upon the approval of the Company's shareholders
nor is it conditional on the Acquisition completing. The Company recognises
that it is seeking to issue Placing Shares representing up to 9.9 per cent. of
its existing issued ordinary share capital on a non pre-emptive basis and has
therefore consulted, where possible, with the Company's major shareholders in
advance of this Announcement. Given the Placing is to part-fund the
Acquisition and meet associated costs, this Placing structure has been chosen
to minimise execution and market risk, cost, time to completion and use of
management time. The consultation process undertaken with the Company's major
institutional shareholders has confirmed the Board's view that the Placing and
the Acquisition are in the best interests of the Company's shareholders, as
well as wider stakeholders in Norcros. The Board intends to apply the
principles of pre-emption when allocating the Placing Shares to those
shareholders that participate in the Placing.
Admission and Settlement
Application will be made for the Placing Shares to be listed on the premium
listing segment of the official list of the FCA and to trading on the main
market for listed securities of London Stock Exchange plc (the "London Stock
Exchange") (together, "Admission"). Admission is expected to take place on or
before 8.00 a.m. on 16 May 2022 and settlement of the Placing Shares is
expected to take place on the same date.
The Placing is conditional, among other things, upon Admission becoming
effective and the Sponsor and Placing Agreement not being terminated in
accordance with its terms. The Appendix sets out further information relating
to the Bookbuild and the terms and conditions of the Placing. By choosing to
participate in the Placing and by making an oral or written offer to acquire
Placing Shares, investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making a
legally binding offer on the terms and subject to the terms and conditions in
it, and to be providing the representations, warranties and acknowledgements
contained in the Appendix.
This Announcement should be read in its entirety, including the Appendix. In
particular, investors should read and understand the information provided in
the "Important Notices" section below and the Appendix.
For further information please contact:
Norcros plc Tel: 01625 547 700
Nick Kelsall, Chief Executive Officer
James Eyre, Chief Financial Officer
Numis Tel: 0207 260 1000
Richard Thomas
Jonathan Wilcox
William Baunton (ECM)
George De Felice
Hudson Sandler Tel: 0207 796 4133
Charlie Jack
Sophie Miles
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this Announcement is being made on behalf of the Company by
Richard Collins, Group Counsel and Company Secretary. In addition, market
soundings (as defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.
IMPORTANT NOTICES
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by, a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by Numis, or by any of its partners, directors, officers, employees, advisers,
consultants, affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to any interested person or its advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by Numis or any of
its partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities, if any,
imposed on Numis by FSMA or by the regulator regime established under it, no
responsibility or liability is accepted by Numis or any of its partners,
directors, officers, employees, advisers, consultants, affiliates or agents
for any errors, omissions or inaccuracies in such information or opinions or
for any loss, cost or damage suffered or incurred howsoever arising, directly
or indirectly, from any use of this Announcement or its contents or otherwise
in connection with this Announcement or from any acts or omissions of the
Company in relation to the Placing.
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.
Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with the
transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described in this
Announcement. Neither Numis nor its partners, directors, officers, employees,
advisers, consultants, affiliates or agents are responsible to anyone other
than the Company for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this Announcement or
for any other matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and, except as
required by applicable law or regulation (including to meet the requirements
of the FCA's Listing Rules, MAR and/or FSMA), the Company expressly disclaims
any obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Numis.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (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, Numis has only procured 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
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels
Definitions
"Acquisition" the proposed acquisition of the entire issued share capital of GHL pursuant to
the Acquisition Agreement
"Acquisition Agreement" the agreement dated 11 May 2022 between the Sellers, the Purchaser and the
Company pursuant to which the Purchaser conditionally agreed to acquire the
entire issued share capital of GHL
"Admission" the admission of the Placing Shares by the FCA to listing on the premium
segment of the Official List and by the London Stock Exchange to trading on
the Main Market
"Announcement" this announcement, including the Appendix and the terms and conditions set out
herein
"Bookbuild" the accelerated bookbuild process to be conducted by Numis to arrange
participation by Placees in the Placing
"Board" the board of directors of the Company for the time being
"Circular" the circular which is expected to be sent to the Company's shareholders
tomorrow
"Companies Act" or "Act" the Companies Act 2006, as amended
"Company" or "Norcros" Norcros plc
"Completion" completion of the Acquisition in accordance with the terms of the Acquisition
Agreement
"CREST" the relevant system administered by Euroclear UK & International Limited
"Directors" the directors of the Company or the directors for the time being of the
Company, as the context requires, and "Director" shall be construed
accordingly
"Facilities Agreement" the agreement relating to the Company's revolving credit facilities
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy enclosed with this document for use in connection with the
General Meeting
"FSMA" the Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of the Company proposed to be held at the offices of
Eversheds Sutherland (International) LLP, Two New Bailey, 6 Stanley Street,
Manchester, M3 5GX at 10.00 a.m. on 30 May 2022 to approve the Resolution,
the notice of which will be set out at the end of the Circular
"GHL" or "Target" Granfit Holdings Limited, incorporated in Scotland with registration number
SC021183
"Grant Westfield" or "Target Group" GHL and its subsidiaries and subsidiary undertakings, and, where the context
requires, its associated undertakings
"Group" the Company and its subsidiaries and its subsidiary undertakings and, when the
context requires, its associated undertakings from time to time
"IFRS" International Financial Reporting Standards, as adopted by the EU
"Listing Rules" or "LR" the rules of the FCA relating to the admission to the Official List made by
the FCA under section 73A(2) of FSMA
"London Stock Exchange" London Stock Exchange plc or its successor(s)
"Main Market" the London Stock Exchange's main market for listed securities
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of this
document
"Numis" Numis Securities Limited of 45 Gresham Street, London, EC2V 7BF
"Official List" the Official List of the FCA
"Ordinary Shares" the ordinary shares of £0.10 in the capital of the Company from time to time
"Placees" the institutional and other investors which Numis shall have procured to agree
to subscribe for Placing Shares pursuant to the terms of the Sponsor and
Placing Agreement
"Placing" the placing of the Placing Shares by Numis in accordance with the terms of the
Sponsor and Placing Agreement
"Placing Price" the price per Placing Share agreed between the Company and Numis as set out in
the Share Placing Supplement
"Placing Shares" the new Ordinary Shares which are to be issued pursuant to the Placing
"Purchaser" Norcros Group (Holdings) Limited, a wholly-owned subsidiary of the Company
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information from listed companies
"Resolution" the resolution set out in the Notice of General Meeting
"Sellers" Iain MacDonald and Calmeg Limited
"Share Placing Supplement" the share placing supplement, which may be executed by the Company and Numis
following completion of the Bookbuild
"Sponsor and Placing Agreement" the sponsor and placing agreement dated 11 May 2022 between the Company and
Numis, details of which will be set out in the Circular
"subsidiary undertaking" the meaning given to it in the Companies Act
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY), IS DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS
REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold, directly or indirectly, in or into the United States except
pursuant to an applicable exemption from the registration requirements of the
Securities Act. There will be no public offer of the securities mentioned
herein in the United States.
The Placing Shares may only be offered and sold (i) outside of the United
States in "offshore transactions" within the meaning of and in reliance on
Regulation S under the Securities Act ("Regulation S") and (ii) within the
United States only to persons reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the Securities
Act.
This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business
and related aspects of acquiring Placing Shares.
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Numis or any of their respective
affiliates, agents directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Numis to
inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for any securities in the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
By participating in the Bookbuild (as defined below) and the Placing, each
Placee will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, acknowledgements and undertakings contained in
this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges with each of the Company and Numis (amongst other things) that:
1. in the case of an investor in the United
Kingdom, it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of an investor in a member state of
the EEA (each, a "Member State") who acquires any Placing Shares pursuant to
the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior consent of Numis
has been given to the offer or resale;
(ii) where Placing Shares have been acquired by it
on behalf of persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
3. it is acquiring Placing Shares for its own
account or is acquiring Placing Shares for an account with respect to which it
has authority to exercise, and is exercising, investment discretion and has
the authority to make and does make the representations, warranties,
acknowledgements, undertakings and agreements contained in this Appendix;
4. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company
and subject to any available exemptions from applicable securities laws, it
(and any person on whose account it is acting, as referred to in paragraph 4
above) is either (i) located outside the United States and is acquiring
Placing Shares in an "offshore transaction" as defined in, and in accordance
with, Regulation S , or (ii) if located in the United States, a QIB and
acquiring Placing Shares in a transaction that is exempt from the registration
requirements of the Securities Act and has also executed and delivered a US
investor letter.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus to be published in the UK. No prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on
information contained in this Announcement, the announcement of the pricing of
the Placing (the "Placing Results Announcement") (together, the "Placing
Documents") and any other information publicly announced through a regulatory
information service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information") and subject
to any further terms set forth in the contract note sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Numis or the Company or any other person and
none of Numis, the Company nor any other person acting on such person's behalf
nor any of their respective affiliates has or shall have any responsibility or
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Each Placee should
consult its own attorney, tax advisor, and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Sponsor and Placing Agreement and the Placing Shares
Numis has today entered into the Sponsor and Placing Agreement with the
Company under which, on the terms and subject to the conditions set out in the
Sponsor and Placing Agreement, Numis, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure placees for
the Placing Shares.
The final number of Placing Shares and the Placing Price (as defined below)
will be set out in a share placing supplement agreed between Numis and the
Company following the Bookbuild (the "Share Placing Supplement").
The Placing is not underwritten by Numis. In accordance with the terms of the
Sponsor and Placing Agreement, subject to the execution of the Share Placing
Supplement, if Placees fail to take up their allocation of Placing Shares at
the Placing Price, Numis agrees to take up such shares as principal and the
Company has agreed to allot and issue such shares to Numis, at the Placing
Price and on the terms set out in the Sponsor and Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all claims, liens, charges, encumbrances and equities.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Placing Shares to
the premium listing segment of the Official List of the FCA (the "Official
List") and to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its main market for listed
securities (together, "Admission").
It is expected that Admission will occur at or before 8.00 a.m. (London time)
on 16 May 2022 (or such later time and/or date as Numis may agree with the
Company, not being later than 8.00 a.m. (London time) on 30 May 2022) and that
dealings in the Placing Shares will commence at that time.
Bookbuild
Numis will today commence the accelerated bookbuilding process to determine
demand for participation in the Placing by Placees (the "Bookbuild"). This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
Numis shall be entitled to effect the Placing by such alternative method to
the Bookbuild as it may, subject to the agreement of the Company, determine.
The Placing may be scaled back by the Company for any reason.
Participation in, and principal terms of, the Placing
1. Numis is arranging the Placing as placing agent
of the Company. Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Numis. Numis may
itself agree to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
2. The Bookbuild, if successful, will establish a
single price payable to Numis as agent for the Company by all Placees whose
bids are successful (the "Placing Price"). The Placing Price and the number of
Placing Shares will be agreed by Numis (subject to the agreement of the
Company) following completion of the Bookbuild. Subject to the execution of
the Share Placing Supplement, the Placing Price and the number of Placing
Shares to be issued will be announced on an RIS following the completion of
the Bookbuild via the Placing Results Announcement.
3. Allocations of the Placing Shares will be
determined by the Company following consultation with Numis (the proposed
allocations having been supplied by Numis to the Company in advance of such
consultation). Subject to the execution of the Share Placing Supplement,
allocations will be confirmed with Placees orally or in writing by Numis and a
contract note will be despatched to Placees as soon as practicable thereafter.
Numis' confirmation by contract note to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of Numis and the Company, to acquire the number of Placing
Shares allocated to it and to pay, or procure the payment of, the Placing
Price in cleared funds in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's articles of
association. Except with Numis' consent, such commitment will not be capable
of variation or revocation after the time at which it is submitted.
4. Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by Numis. The terms of this
Appendix (as amended) will be deemed incorporated into that contract note.
5. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
6. All obligations under the Bookbuild and the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Sponsor and Placing Agreement".
7. By participating in the Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
8. To the fullest extent permissible by law,
neither Numis, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Numis, nor the Company, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Numis' conduct of the Placing or of
such alternative method of effecting the Placing as Numis and the Company may
determine.
9. The Placing Shares will be issued subject to
the terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any non-material amendment that may in future be made to the
terms and conditions of the Placing and Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Numis' conduct of the Placing.
10. All times and dates in this Announcement may be
subject to amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Sponsor and Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms.
Numis' obligations under the Sponsor and Placing Agreement are conditional on
customary conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m.
(London time) on 16 May 2022 (or such later time and/or date, not being later
than 8.00 a.m. (London time) on 30 May 2022, as Numis may otherwise agree with
the Company) (the "Closing Date");
3. the warranties on the part of the Company
contained in the Sponsor and Placing Agreement being true and accurate and not
misleading to an extent which is material in the context of the Placing as at
the date of the Sponsor and Placing Agreement and immediately prior to
Admission, by reference to the facts and circumstances then subsisting;
4. the Company having complied with all of its
obligations under the Sponsor and Placing Agreement which fall to be performed
or satisfied prior to Admission;
5. the Acquisition Agreement having been duly
executed by all the parties thereto, and not having been terminated or
rescinded prior to Admission;
6. the execution of the Share Placing Supplement;
and
7. in the good faith opinion of Numis, no Material
Adverse Change having occurred and, for the purposes of this paragraph,
"Material Adverse Change" means any material adverse change in, or any
development involving a prospective material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise) or in the earnings,
management, business affairs, solvency, credit rating or prospects of the
Company, the Group (taken as a whole) or the Target Group (taken as a whole),
in each case whether or not arising in the normal course.
Numis may, at its discretion and upon such terms as it thinks fit, waive
certain of the Conditions or extend the time or date provided for fulfilment
of any such Conditions in respect of all or any part of the performance
thereof (other than in respect of the condition relating to Admission taking
place, which may not be waived). Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Numis by the relevant time or date specified (or such later time or date as
the Company and Numis may agree); or (ii) the Sponsor and Placing Agreement is
terminated in the circumstances specified below under "Right to terminate
under the Sponsor and Placing Agreement", the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by it or on its behalf (or any person on whose behalf the Placee
is acting) in respect thereof.
Neither Numis, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of Numis, the Company or the relevant person (as the case may be)
and there is no obligation whatsoever on Numis, the Company or that person to
consult with Placees on any such decision(s).
Right to terminate under the Sponsor and Placing Agreement
Numis is entitled, at any time before Admission, to terminate the Sponsor and
Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. there has been a breach of any of the
warranties given by the Company in the Sponsor and Placing Agreement which, in
the opinion of Numis, acting reasonably and in good faith, is material in the
context of the Group taken as a whole or the Placing;
2. in the opinion of Numis, acting in good faith,
there shall have been a Material Adverse Change; and
3. certain force majeure events have occurred or,
in the good faith opinion of Numis, are reasonably likely to occur.
Upon termination, the parties to the Sponsor and Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Sponsor and Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
Numis of any right of termination or of any other discretion under the Sponsor
and Placing Agreement shall be within its absolute discretion and that Numis
need not make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such exercise
or failure to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate under the
Sponsor and Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by it after
oral confirmation by Numis of the allocation and commitments following the
close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to Numis that, during the period of 90 days
commencing on the date of Admission, it will not, without the prior written
consent of Numis (such consent not to be unreasonably withheld or delayed),
allot or issue any Ordinary Shares (or any other shares or securities in the
capital of the Company) or issue any options over Ordinary Shares (or any
securities exchangeable for, or convertible into, Ordinary Shares) or other
shares or securities in the capital of the Company save pursuant to
obligations undertaken before the date of the Sponsor and Placing Agreement,
for the issue of any options pursuant to (and in accordance with the rules of)
the Company's existing share option or incentive schemes or plans or for the
issue of Ordinary Shares or other shares or securities pursuant to the
exercise of any options under such schemes or plans.
By participating in the Placing, Placees agree that the exercise by Numis of
any power to grant consent to the undertaking by the Company of a transaction
which would otherwise be subject to the lock-up provisions under the Sponsor
and Placing Agreement shall be within the absolute discretion of Numis and
that it need not make any reference to, or consult with, Placees and that it
shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYYJL418)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. Numis reserve the right to require settlement for, and delivery
of, the Placing Shares (or any part thereof) to Placees by such other means
that they may deem necessary if delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with Numis stating the number of Placing Shares
allocated to them at the Placing Price, the aggregate amount owed by such
Placee to Numis (as agent for the Company) and settlement instructions. Each
Placee agrees that it will do, or procure to be done, all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions in respect of Placing Shares
that it has in place with Numis.
The Company will deliver the Placing Shares to a CREST account operated by
Numis as agent for the Company and Numis will enter its delivery instruction
into the CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on 16 May 2022 on a delivery versus payment basis.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Numis may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Numis'
account and benefit, an amount equal to the aggregate amount owed by the
Placee. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear any stamp
duty or stamp duty reserve tax or other taxes or duty (together with any
interest or penalty) imposed in any jurisdiction which may arise from the sale
of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of 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 Numis nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing, each Placee irrevocably acknowledges,
confirms, undertakes, represents, warrants and agrees (as the case may be)
with Numis (in its capacity as placing agent of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
General
1. it has read and understood this Announcement in
its entirety and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium
listing segment of the Official List and are admitted to trading on the main
market of the London Stock Exchange and that the Company is therefore required
to publish certain business and financial information in accordance with the
rules and practices of the FCA, which includes a description of the Company's
business and the Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. the person whom it specifies for registration
as holder of Placing Shares will be (a) itself or (b) its nominee, as the case
may be. Neither Numis nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes or duties imposed
in any jurisdiction (including interest and penalties relating thereto);
4. neither Numis nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or any other
person (other than Numis) in connection with the Placing;
5. time is of the essence as regards its
obligations under this Announcement;
6. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to Numis;
No distribution of Announcement
7. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;
No prospectus
8. no prospectus or other offering document is
required under the EU Prospectus Regulation or the UK Prospectus Regulation,
nor will one be prepared, in connection with the Bookbuild, the Placing or the
Placing Shares and it has not received and will not receive a prospectus or
other offering document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by Numis for their own account
9. in connection with the Placing, Numis and any
of its affiliates acting as an investor for its own account may subscribe for
Placing Shares and in that capacity may retain, purchase or sell for its own
account such Placing Shares and any securities of the Company or related
investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to the Placing Shares being issued, offered or placed should be
read as including any issue, offering or placement of such shares in the
Company to Numis or any of its affiliates acting in such capacity;
10. Numis and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Numis and any
of its affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including Placing Shares;
11. Numis does not intend to disclose the extent of
any investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of Numis
12. Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties, undertakings or
indemnities in the Sponsor and Placing Agreement;
13. its participation in the Placing is on the basis
that it is not and will not be a client of Numis in connection with its
participation in the Placing and that Numis has no duties or responsibilities
to it for providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Sponsor and Placing Agreement nor for the exercise or performance of any of
its respective rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
No responsibility of Numis for information
14. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Numis nor its affiliates agents,
directors, officers or employees nor any person acting on behalf of any of
them is responsible for or has or shall have any responsibility or liability
for any information, representation or statement contained in, or omission
from, the Placing Documents, the Publicly Available Information or otherwise
nor will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in the Placing Documents, the Publicly Available Information or
otherwise, provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is
entitled to rely on and on which such Placee has relied in committing itself
to subscribe for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is limited to the
right that such Placee would have as a matter of law in the absence of this
paragraph 15(a)), such information being all that such Placee deems necessary
or appropriate and sufficient to make an investment decision in respect of the
Placing Shares;
(b) it has neither received nor relied on
any other information given, or representations, warranties or statements,
express or implied, made, by Numis or the Company or any of their respective
affiliates, agents, directors, officers or employees acting on behalf of any
of them (including in any management presentation delivered in respect of the
Bookbuild) with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or otherwise;
(c) neither Numis, nor the Company, nor
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, nor will provide,
it with any material or information regarding the Placing Shares or the
Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
Numis, the Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such material or information; and
(d) neither Numis or the Company will be
liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any
investigation that Numis, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the terms of
the Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of the
information in the Placing Documents, the Publicly Available Information or
any other information;
17. in making any decision to subscribe for Placing
Shares it:
(a) has such knowledge and experience in
financial and business matters to be capable of evaluating the merits and
risks of subscribing for Placing Shares;
(b) will not look to Numis for all or part
of any such loss it may suffer;
(c) is experienced in investing in
securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of an investment in the
Placing Shares;
(d) is able to sustain a complete loss of
an investment in the Placing Shares;
(e) has no need for liquidity with respect
to its investment in the Placing Shares;
(f) has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
Capacity and authority
18. it is subscribing for Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
confirmations, undertakings, representations and agreements contained in this
Announcement;
19. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full
power to make the acknowledgments, representations and agreements herein on
behalf of each such person; and
(b) and will remain liable to the Company
and/or Numis for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person);
20. it and any person acting on its behalf is entitled
to subscribe for Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or could reasonably be expected to result in Numis, the Company
or any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
21. where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;
22. it irrevocably appoints any duly authorised
officer of Numis as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to subscribe upon the terms of this Appendix;
Excluded territories
23. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa, or any state, province, territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing Shares in the
United States, Australia, New Zealand, Canada, Japan or the Republic of South
Africa or any country or jurisdiction, or any state, province, territory or
jurisdiction thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with Numis,
it is not and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident of, nor
have an address in, Australia, New Zealand, Japan, the Republic of South
Africa or any province or territory of Canada;
26. it may be asked to disclose in writing or orally
to Numis:
(a) if he or she is an individual, his or
her nationality; or
(b) if he or she is a discretionary fund
manager, the jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it understands that the Placing Shares have not
been, and will not be, registered under the Securities Act and may not be
offered or sold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from the registration requirements of the Securities Act and in accordance
with applicable state securities laws;
Compliance with EEA selling restrictions and the EU Prospectus Regulation
28. if in a member state of the EEA, unless otherwise
specifically agreed with Numis in writing, it is a Qualified Investor;
29. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
30. if a financial intermediary, as that term is used
in the EU Prospectus Regulation, the Placing Shares subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
a member state of the EEA other than Qualified Investors, or in circumstances
in which the prior consent of Numis has been given to each proposed offer or
resale;
31. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in
Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse ("MAR")) in respect of anything done in, from or
otherwise involving, the EEA);
Compliance with FSMA, the UK financial promotion regime and MAR
32. if in the United Kingdom, it is a "Qualified
Investor" for the purposes of the UK Prospectus Regulation and is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
33. it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA");
34. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person and it acknowledges and agrees that the Placing Documents
have not and will not have been approved by Numis in its 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 a financial
promotion by an authorised person;
35. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in FSMA
and the UK version of MAR in respect of anything done in, from or otherwise
involving, the United Kingdom);
Compliance with laws
36. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
37. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
38. in order to ensure compliance with the
Regulations, Numis (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Numis or the Company's registrars,
as applicable, of evidence of identity, definitive certificates in respect of
Placing Shares may be retained at Numis' absolute discretion or, where
appropriate, delivery of Placing Shares to it in uncertificated form may be
delayed at Numis' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identify Numis (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, either
Numis and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;
Depositary receipts and clearance services
39. the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
40. it (and any person acting on its behalf) has the
funds available to pay, or procure payment, for the Placing Shares for which
it has agreed to subscribe and acknowledges and agrees that it will make
payment in respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Numis
may in their sole discretion determine and without liability to such Placee,
who will remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the number of
Placing Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any interest,
fines or penalties) imposed in any jurisdiction which may arise upon the sale
of such Placee's Placing Shares;
Money held on account
41. any money held in an account with Numis on behalf
of the Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence this money
will not be segregated from Numis' money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;
Allocation
42. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Numis or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
No recommendation
43. neither the Company, Numis, nor any of their
affiliates, nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
Inside information
44. if it has received any 'inside information' (for
the purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and it has not:
(a) used that inside information to
acquire or dispose of securities of the Company or financial instruments
related thereto or cancel or amend an order concerning the Company's
securities or any such financial instruments;
(b) used that inside information to
encourage, require, recommend or induce another person to deal in the
securities of the Company or financial instruments related thereto or to
cancel or amend an order concerning the Company's securities or such financial
instruments; or
(c) disclosed such information to any
person, prior to the information being made publicly available;
Rights and remedies
45. the rights and remedies of the Company and Numis
under the terms and conditions in this Appendix are in addition to any rights
and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others;
and
Governing law and jurisdiction
46. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding the
existence, validity or termination of such contract or relating to any
non-contractual or other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the obligation to
make, or procure, payment for the Placing Shares may be taken by either the
Company or Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as Numis and are irrevocable. Numis, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and Numis to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If this is the case, each Placee should seek its own advice
and notify Numis accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and Numis are not liable to bear any taxes that arise on a sale of
Placing Shares subsequent to their acquisition by Placees, including any taxes
arising otherwise than under the laws of the United Kingdom. Each prospective
Placee should, therefore, take its own advice as to whether any such tax
liability arises and notify Numis and the Company accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
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