REG - Ocado Group PLC - Proposed placing of shares <Origin Href="QuoteRef">OCDO.L</Origin> - Part 2

OcadoAnnouncement

06/02/2018 07:05

- Part 2: For the preceding part double click  ID:nRSF9841Da 

agents, directors, officers, employees nor any
person acting on their behalf has or shall have any liability for public
information or any representation, (ii) none of the Bookrunners, any of their
affiliates, agents, directors, officers, employees nor any person acting on
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 Announcement or otherwise, and that (iii) none
of the Bookrunners, any of their 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; 
 
8.         that it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this invitation to
participate in the Placing and it is not purchasing Placing Shares on the
basis of such information; 
 
9.         that none of (i) Goldman Sachs, its affiliates, agents, directors,
officers, employees or any person acting on Goldman Sachs' behalf, or (ii)
Numis, its affiliates, agents, directors, officers, employees or any person
acting on Numis' behalf has or shall have any responsibility or liability for
any publicly available or filed information (including, without limitation,
the Exchange Information) or any information, representation, warranty or
statement relating to the Company contained therein or otherwise, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person; 
 
10.        it has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of an investment in
the Placing Shares, will not look to either Goldman Sachs or Numis for all or
part of any such loss it may suffer, is able to bear the economic risk of an
investment in the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares; 
 
11.        that 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 Australia, Canada, Japan or South Africa. 
 
12.        it and/or each person on whose behalf it is participating: 
 
(i)         is entitled to subscribe for Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions; 
 
(ii)        has fully observed such laws and regulations; 
 
(iii)        has capacity and authority and is entitled to enter into and
perform its obligations as an subscriber for Placing Shares and will honour
such obligations; and 
 
(iv)        has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto; 
 
13.        that the Placing Shares have not been and will not be registered or
otherwise qualified for offer and sale nor will a prospectus be published in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, Canada, Japan South Africa or any other
jurisdiction in which such offer or solicitation is or may be unlawful and,
subject to certain exceptions, may not be offered, sold, or delivered or
transferred, directly or indirectly, within those jurisdictions; 
 
14.        that (i) neither it, nor any person to whom Placing Shares are
allotted or issued on its behalf (as its nominee or agent) is, or is acting as
nominee or agent for, and that the Placing Shares will not be allotted or
issued to, a person whose business either is or includes issuing depositary
receipts or the provision of clearance services and therefore that the
allotment and issue to the Placee or any person to whom Placing Shares are
allotted or issued on its behalf (as its nominee or agent), will not give rise
to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary and clearance services) and (ii) 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 system; 
 
15.        that it has complied with its obligations under the Market Abuse
Regulation (EU No 596/2014) and any delegating acts, implementing acts,
technical standards and guidelines thereunder ("MAR"), the Criminal Justice
Act 1993 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, the Money Laundering Regulations 2007 (the "Regulations"),
the Money Laundering Sourcebook of the FCA, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
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; 
 
16.        if a financial intermediary, as that term is used in Article 3(2)
of the EU Prospectus Directive, that the Placing Shares purchased 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 European Economic Area other than Qualified
Investors (within the meaning of the Prospectus Directive), or in
circumstances in which the prior consent of the Company, Goldman Sachs and
Numis has been given to the offer or resale; 
 
17.        that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in subscribing, 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 a requirement to publish a prospectus in the United Kingdom
within the meaning of section 85(1) of the FSMA; 
 
18.        that any offer of Placing Shares may only be directed at persons in
member states of the European Economic Area who are Qualified Investors and it
represents and warrants that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in a requirement to publish a
prospectus in any member state of the European Economic Area within the
meaning of the Prospectus Directive; 
 
19.        that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person; 
 
20.        that it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United Kingdom; 
 
21.        if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Goldman Sachs and Numis in writing, that it
is a Qualified Investor within the meaning of the Prospectus Directive; 
 
22.        if in the UK, that it is a person (i) who has  professional
experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), (ii) falling within Article 49(2)(A) to (D) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise be lawfully communicated; 
 
23.        that (i) it and any person acting on its behalf has capacity and
authority and is otherwise entitled to subscribe for and 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 Bookrunners, any of their affiliates,
agents, directors, officers, employees or any person acting on their behalf
being in breach of the legal and/or regulatory requirements of any territory
in connection with the Placing, (iv) that the subscription for 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, and (v) it has all necessary capacity
and has obtained all necessary consents and authorities 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; 
 
24.        that 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
set out in 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 Goldman Sachs and Numis may in their sole discretion determine and without
liability to such Placee, provided always that, such Placee will 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 (together with any interest 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; 
 
25.        that 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 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; 
 
26.        that none of (i) Goldman Sachs, its affiliates, agents, directors,
officers, employees or any person acting on Goldman Sachs' behalf, or (ii)
Numis, its affiliates, agents, directors, officers, employees or any person
acting on Numis' behalf, is making any recommendations to it, 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 either Goldman Sachs or Numis
and that neither Goldman Sachs nor Numis has 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 any of their
respective rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right; 
 
27.        that the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
None of Goldman Sachs, Numis or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax (including any interest and
penalties relating thereto) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the Company, Goldman
Sachs and Numis in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of Goldman Sachs or Numis (as
applicable) who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions; 
 
28.        that the Bookrunners reserve the right (acting together and subject
to agreement with the Company) to waive or alter any of the provisions set out
in this Announcement (including the Appendix). Any such alteration or waiver
will not affect Placees' commitments as set out in this Announcement; 
 
29.        to indemnify on an after tax basis and hold the Company, Goldman
Sachs, Numis and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
30.        that it irrevocably appoints any director of the Bookrunners 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; 
 
31.        in making any decision to subscribe for the Placing Shares, that
(i) it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares, (ii) it is experienced in investing in
securities of this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, 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, and
the terms of the Placing, including the markets in which the Company and its
affiliates operates, and the terms of the Placing, including the merits and
risks involved, (iv) it has had sufficient time 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 (v)
will not look to the Company, the Bookrunners, any of their respective
affiliates, agents, directors, officers, employees or any person acting on
their behalf for all or part of any such loss or losses it or they may
suffer; 
 
32.        that it may not rely on any investigation that either Bookrunner,
or any person acting on its behalf may or may not have conducted with respect
to the Company and its affiliates or the Placing and each of the Bookrunners
has not made any representation or warranty to it, express or implied, with
respect to the merits of the Placing, the subscription for 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 a 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, the Bookrunners for the purposes of this
Placing; 
 
33.        that it will not hold either Bookrunner or any of their affiliates,
agents, directors, officers, employees or any person acting on their behalf
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Company or its affiliates or Exchange
Information made available (whether in written or oral form) relating to the
Company or its affiliates and that none of the Bookrunners or any person
acting on behalf of either Bookrunner, 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; 
 
34.        that no action has been or will be taken by any of the Company,
Goldman Sachs, Numis or any person acting on behalf of the Company, Goldman
Sachs or Numis that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required; 
 
35.        that its commitment to subscribe for Placing Shares on the terms
set out herein and in the contract note will continue notwithstanding any
amendment that may in the future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing; 
 
36.        that the Company, Goldman Sachs, Numis and each of their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements, agreements and undertakings
which are given to the Company, Goldman Sachs and Numis on its own behalf and
on behalf of the Company and are irrevocable and it irrevocably authorises
Goldman Sachs, Numis and the Company to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein; and 
 
37.        that these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions, and any non-contractual obligations
arising out of or in connection with these terms and conditions or such
agreements, shall be governed by and construed in accordance with English law
and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make payment for
the Placing Shares (together with any interest chargeable thereon) may be
taken by the Company, Goldman Sachs 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 acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of each of the Company
and the Bookrunners (for their own benefit and, where relevant, the benefit of
their respective affiliates and any person acting on their behalf) and are
irrevocable. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons
acting on behalf of Placees as nominee or agent) free of UK 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.
Such agreement is subject to the representations, warranties and further terms
above and assumes 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.  None of the Company,
Goldman Sachs or Numis will be responsible for any UK stamp duty or stamp duty
reserve tax (including any interest and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances. Any Placee to whom
(or on behalf of whom) Placing Shares are allocated, allotted, issued or
delivered in breach of any of the representations, warranties or further terms
above undertakes to pay any UK stamp duty or stamp duty reserve tax (including
any interest and penalties relating thereto) arising in connection with such
allocation, allotment, issue or delivery forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, Goldman Sachs and Numis in
the event that any of the Company, Goldman Sachs and/or Numis has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this is the
case, each Placee should seek its own advice and notify Goldman Sachs and
Numis accordingly. 
 
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the allotment to them of any Placing Shares or the agreement
by them to subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
neither Goldman Sachs nor Numis owes any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Goldman Sachs, Numis or any of their respective affiliates (acting
as an investor for its own account) may, in its absolute discretion, take up
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 shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the Company to
any of the Bookrunners and any affiliate acting in such capacity. In addition
each of the Bookrunners may enter into financing arrangements and swaps with
investors in connection with which the Bookrunners may from time to time
subscribe for, hold or dispose of such securities of the Company, including
the Placing Shares. Neither the Bookrunners nor any affiliate intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so. 
 
When a Placee or person acting on behalf of the Placee is dealing with Goldman
Sachs or Numis, any money held in an account with Goldman Sachs or Numis (as
applicable) 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 Goldman Sachs'
or Numis' money (as applicable) in accordance with the client money rules and
will be used by Goldman Sachs or Numis (as applicable) in the course of its
own business and the Placee will rank only as a general creditor of Goldman
Sachs or Numis (as applicable). 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
The rights and remedies of Goldman Sachs, Numis 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. 
 
If a Placee is a discretionary fund manager, the Placee may be asked to
disclose, in writing or orally to Goldman Sachs or Numis (as applicable) the
jurisdiction in which the funds are managed or owned. 
 
All times and dates in this Announcement may be subject to amendment. Goldman
Sachs and Numis shall notify the Placees and any person acting on behalf of
the Placees of any changes. 
 
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