REG - Pennon Group PLC - RESULTS OF EQUITY CAPITAL RAISE

PennonAnnouncement

10/01/2024 16:15

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RNS Number : 2983Z  Pennon Group PLC  10 January 2024

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 OF, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU. NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

10 January 2024

 

Pennon Group plc ("Pennon", the "Group" or the "Company")

 

RESULTS OF EQUITY CAPITAL RAISE

 

Pennon ("Pennon", the "Group" or the "Company") is pleased to announce the
successful completion of the equity capital raise of new ordinary shares of
61.05 pence each in the capital of the Company (the "New Ordinary Shares")
announced earlier today (the "Equity Capital Raise"). The Equity Capital Raise
in total comprises 24,657,535 New Ordinary Shares (representing approximately
9.4 per cent. of the Company's existing issued share capital) and will raise
gross proceeds of approximately £180 million.

A total of 23,711,998 New Ordinary Shares have been conditionally placed by
Barclays Bank PLC ("Barclays") and Morgan Stanley & Co. International plc
("Morgan Stanley") (together, the "Bookrunners") at a price of 730 pence per
New Ordinary Share (the "Offer Price"), with existing and new institutional
investors, raising gross proceeds of approximately £173 million (the
"Placing").

Concurrently with the Placing, certain directors and executives of the Company
have subscribed for an aggregate of 20,537 New Ordinary Shares at the Offer
Price, pursuant to subscription letters entered into with the Company, raising
gross proceeds of approximately £150,000 (the "Subscription"). In addition,
retail investors have subscribed in the separate retail offer made by the
Company via the PrimaryBid platform for a total of 925,000 New Ordinary Shares
at the Offer Price, raising gross proceeds of approximately £7 million (the
"Retail Offer").

The Offer Price represents a discount of approximately 2.6 per cent to the
closing share price of 750 pence on 9 January 2024 and a discount of 4.9 per
cent to the middle market price at the time at which the Company and the
Bookrunners agreed the Offer Price.

Applications have been made to the Financial Conduct Authority (the "FCA") and
the London Stock Exchange plc (the "LSE") respectively for the admission of
the New Ordinary Shares to the premium listing segment of the Official List of
the FCA and to trading on the main market for listed securities of the LSE
(together, "Admission"). It is expected that Admission will take place on or
before 8.00 a.m. on 12 January 2024 and that dealings in the New Ordinary
Shares will commence at that time. The Equity Capital Raise is conditional
upon, amongst other things, Admission becoming effective and the placing
agreement entered into between the Company and the Bookrunners not having been
terminated in accordance with its terms. The New Ordinary Shares will, when
issued, be fully paid and free of all liens, charges and encumbrances and will
rank pari passu in all respects with the existing ordinary shares of the
Company, including the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

For the purposes of the Disclosure Guidance and Transparency Rules, the total
issued share capital of the Company following Admission will consist of
286,018,720 ordinary shares. The Company holds 5,628 shares in treasury.
Therefore, the total number of voting rights in the Company following
Admission will be 286,013,092 which is the figure which may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure Guidance and Transparency
Rules.

Directors' participation in the Subscription

The following directors of the Company have agreed to subscribe for the
following number of New Ordinary Shares at the Offer Price as part of the
Subscription:

 Name               Number of New Ordinary Shares
 Susan Davy         8,356
 Steve Buck         2,054
 Gill Rider         2,054
 Dorothy Burwell    2,054
 Jon Butterworth    2,054
 Loraine Woodhouse  2,054

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Andrew Garard, Group General Counsel and Company
Secretary

Pennon Group PLC LEI: 213800V1CCTS41GWH423

 

For further information, please contact:

 

Pennon Group
PLC
 

Steve Buck                        Group Chief Financial Officer
 
    +44 (0)1392 44 3168

Jennifer Cooke                 Group Head of Investor Relations

 

Media Enquiries

James Murgatroyd          FGS
Global
                   +44 (0)207 251 3801

Harry Worthington

 

Barclays Bank PLC

Joint Global Co-ordinator & Joint Bookrunner
 
                                    +44 (0)
20 7623 2323

Alisdair Gayne, Iain Smedley, Richard Bassingthwaighte, Chris Madderson

 

Morgan Stanley & Co. International plc

Joint Global Co-ordinator & Joint
Bookrunner
 
                               +44 (0) 20 7425
8000

Andrew Foster, Francesco Puletti, Emma Whitehouse

 

 

Pre-Emption Group Reporting

 

The Equity Capital Raise is a non-pre-emptive issue of equity securities for
cash and accordingly the Company makes the following post transaction report
in accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 

 Name of issuer        Pennon Group plc
 Transaction details   In aggregate, the Equity Capital Raise of 24,657,535 New Ordinary Shares
                       represents approximately 9.4% of the Company's issued ordinary share capital.

                       Settlement for the New Ordinary Shares and Admission are expected to take
                       place on or before 8.00 a.m. on 12 January 2024.
 Use of proceeds       The Equity Capital Raise of approximately £180 million in aggregate will be
                       used in connection with the Acquisition, in order to ensure that the pro forma
                       leverage and capital structure for the enlarged Group following the
                       Acquisition remains consistent with Pennon's well-established water business
                       gearing range of 55-65%((1)).
 Quantum of proceeds   In aggregate, the Equity Capital Raise will raise gross proceeds of
                       approximately £180 million and net proceeds of approximately £176 million.
 Discount              The Offer Price represents a discount of approximately 2.6 per cent to the
                       closing share price of 750 pence on 9 January 2024 and a discount of 4.9 per
                       cent to the middle market price at the time at which the Company and the
                       Bookrunners agreed the Offer Price.
 Allocations           Soft pre-emption has been adhered to in the allocations process. The Company
                       was involved in the allocations process, which has been carried out in
                       compliance with all applicable MiFID II allocation requirements. Allocations
                       made outside of soft pre-emption were preferentially directed towards existing
                       shareholders in excess of their pro rata, and wall-crossed accounts.
 Consultation          The Bookrunners undertook a pre-launch wall-crossing process, including
                       consultation with major shareholders, to the extent reasonably practicable and
                       permitted by law.
 Retail investors      The Equity Capital Raise included a Retail Offer, for a total of 925,000 New
                       Ordinary Shares, via the PrimaryBid platform.

                       Retail investors, who participated in the Retail Offer, were able to do so at
                       the same Offer Price as all other investors participating in the Placing and
                       Subscription.

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through PrimaryBid's platform
                       via its partner network (covering 60+ FCA registered intermediaries) and
                       through PrimaryBid's free-to-use direct channel. Investors had the ability to
                       participate in this transaction through ISAs and SIPPs, as well as General
                       Investment Accounts (GIAs). This combination of participation routes meant
                       that, to the extent practicable on the transaction timetable, eligible UK
                       retail investors (including certificated retail shareholders) had the
                       opportunity to participate in the Equity Capital Raise alongside institutional
                       investors.

                       Allocations in the Retail Offer were preferentially directed towards existing
                       shareholders in keeping with the principle of soft pre-emption.

Note: (1) Gearing at the regulated water business level, defined as net debt /
RCV

 

 

IMPORTANT NOTICES

This Announcement is for information purposes only, is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, underwrite, sell or issue or the solicitation of an offer to
purchase or subscribe, sell, acquire, dispose of the New Ordinary Shares or
any other security in the United States (including its territories and
possessions, any state of the United States and the District of Columbia,
collectively the "United States"), Australia, Canada, Japan, or the Republic
of South Africa ("South Africa") or in any jurisdiction in which, or to any
persons to whom, such offering, solicitation or sale would be unlawful.

No offering document or prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
to be published in accordance with Prospectus Regulation (EU) 2017/1129 (the
"EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part
of English law pursuant to the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation").

The New Ordinary Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offering of the New Ordinary Shares in the United States,
the United Kingdom or elsewhere.

The New Ordinary Shares have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission or
any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.

A prospectus qualifying the New Ordinary Shares for distribution has not been,
and will not be, filed with any securities commission or similar regulatory
authority of any jurisdiction of Canada. No such authority has reviewed,
expressed an opinion about or in any way passed upon the Placing or the New
Ordinary Shares, and it is an offence to claim otherwise. Any offering of the
Placing Shares in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on
exemptions from the requirements under applicable Canadian securities laws
that the Company file and obtain a receipt for a prospectus for any
distribution of securities. No offer of securities was made in Canada except
to a person who has represented to the Company and each of the Bookrunners
that such person (i) is purchasing as principal for its own account, or is
deemed under applicable Canadian securities laws to be purchasing as
principal, for investment only and not with a view to resale or distribution;
(ii) is both an "accredited investor" as defined in section 1.1 of National
Instrument 45-106 - Prospectus Exemptions of the Canadian Securities
Administrators (or, in Ontario, as defined in section 73.3(1) of the
Securities Act (Ontario), as applicable) and also a "permitted client" as
defined in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; and (iii) was not created, and is not used, solely
to purchase or hold securities as an accredited investor. Any resale of
Placing Shares into Canada or acquired by a Canadian investor in the Placing
must be made in accordance with applicable Canadian securities laws, which may
vary depending on the relevant jurisdiction (both of the investor and the
person to whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements or
pursuant to an available exemption therefrom. These resale restrictions may
under certain circumstances apply to resales of Placing Shares outside of
Canada.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (the "Corporations Act") or a product disclosure
statement under Chapter 7 of the Corporations Act and will not be lodged with
the Australian Securities and Investments Commission. No offer of securities
is made pursuant to this Announcement in Australia except to a person who is
(i) either a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the meaning of
section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale
client" for the purposes of section 761G(7) of the Corporations Act (and
related regulations) who has complied with all relevant requirements in this
respect. No Placing Shares may be offered for sale (or transferred, assigned
or otherwise alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors is not
required under Part 6D.2 of the Corporations Act.

In Switzerland, the Placing Shares may be sold only to purchasers purchasing,
or deemed to be purchasing, as principal and who are "professional clients"
within the meaning of the Swiss Financial Services Act ("FinSA"). This
Announcement does not constitute a prospectus pursuant to FinSA, and no such
prospectus has been or will be prepared for or in connection with the offering
of the Placing Shares. The Placing Shares will not be admitted to trading on
any trading venue (exchange or multilateral trading facility) in Switzerland.

This Announcement and the placing of the Placing Shares does not constitute,
advertise or relate to an offer to the public (as defined in the South African
Companies Act, No 71 of 2008, as amended (the "SA Companies Act")) for the
sale of or subscription for, or the solicitation of an offer to buy or
subscribe for, securities or an opportunity to invest in a collective
investment scheme in South Africa (as contemplated in the South African
Collective Investment Scheme Control Act, No 45 of 2002). In South Africa, the
Placing Shares were only offered to financial institutions and other persons
who are referred to in section 96(1)(a) of the SA Companies Act, or persons
who subscribe, as principal, for the Placing Shares at a total acquisition
cost of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act ("SA Qualifying Investor"). Any person who is not a SA
Qualifying Investor was not entitled to acquire any securities offered for
sale or subscription as described in this Announcement or otherwise act
thereon. This Announcement does not, nor is it intended to, constitute a
prospectus registered under the SA Companies Act and accordingly, does not
comply with the substance and form requirements for prospectuses set out in
the SA Companies Act and the South African Companies Regulations of 2011. No
prospectus has been lodged with, or registered by, the South African Companies
and Intellectual Property Commission. Nothing in this Announcement should be
viewed, or construed, as "advice" as that term is used in the South African
Financial Markets Act, No 19 of 2012, as amended ("FMA") or "advice" and/or an
"intermediary service" as those terms are used in the South African Financial
Advisory and Intermediary Services Act, No 37 of 2002, as amended (the "SA
FAIS Act") and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. It is the responsibility of any SA Qualifying
Investor to ensure they or it have obtained all required approvals in terms of
the financial surveillance or "exchange control" regulations promulgated under
the South African Currency and Exchanges Act, 1933, and any rulings issued
pursuant thereto.

This Announcement and the offering of the Placing Shares has not been approved
or licensed by the United Arab Emirates ("UAE") Central Bank, the SCA, the
Dubai Financial Services Authority, or any other relevant licensing
authorities or governmental agencies in the UAE (the "UAE Authorities") and
accordingly does not constitute a public offering of the Placing Shares in the
UAE in accordance with the Federal Law No. 32 of 2021 Concerning Commercial
Companies (as amended), the UAE Securities and Commodities Authority's ("SCA")
Board of Directors Resolulution Number 13 B.C of 2021 on the Reuglations
Manual of the Financial Activities and Status Regularisation Mechanics (as
amended) (the "SCA Rulebook") or otherwise. Any offering to be made in the UAE
is to be made only to certain persons who are Professional Investors as
defined in the SCA Rulebook and have confirmed the same. This Announcement and
the information referred to herein must therefore not be delivered to, or
relied on by, any other person in the UAE. The UAE Authorities assume no
liability for any investment that the original recipient makes as a
professional investor.

This Announcement and the offering of the Placing Shares relates to an Exempt
Offer in accordance with the Financial Services Regulatory Authority's ("the
"FSRA") Financial Services and Markets Regulations and the FSRA's Market
Rules. It does not constitute a public offering of the Placing Shares in the
Abu Dhabi Global Market (the "ADGM"). This Announcement is intended for
distribution only to persons who meet the Professional Client criteria set out
in Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS). It must not be
delivered to, or relied on by, any other person in the ADGM. The FSRA has no
responsibility for reviewing or verifying any documents in connection with an
Exempt Offer. The FSRA has not approved this Announcement or taken steps to
verify the information set out in it and has no responsibility for it. The
Placing Shares may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their own due
diligence on the Placing Shares. If you do not understand the contents of this
Announcement, you should consult an authorised financial adviser. No
prospectus has been lodged or filed with, or registered by, the Australian
Securities and Investments Commission, any securities commission or similar
regulatory authority of any Canadian jurisdiction, the Japanese Ministry of
Finance or the South African Companies and Intellectual Property Commission;
and the Placing Shares have not been, and nor will they be, registered or
qualified for public distribution under the securities laws of any state,
province or territory of Australia, Canada, Japan or 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 South Africa
or any other jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Canada, Japan or
South Africa.

The distribution of this Announcement and the Equity Capital Raise and/or the
offer or sale of the New Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken which would permit an offer of the
New Ordinary Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required to
inform themselves about, and to observe, any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This Announcement is directed only at: (a) persons in the United Kingdom who
are "qualified investors" (within the meaning of the UK Prospectus Regulation)
and (i) who have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii) who are high net worth entities or other persons
falling within Article 49(2)(a) to (d) of the Order; (b) persons in a member
state of the European Economic Area who are "qualified investors" (within the
meaning of the EU Prospectus Regulation); (c) in the United States, persons
who are qualified institutional buyers (as defined in Rule 144A under the
Securities Act); (d) in Canada, persons who are both "accredited investors"
within the meaning of National Instrument 45-106 (or, in Ontario, section
73.3(1) of the Securities Act (Ontario), as applicable) and "permitted
clients" within the meaning of National Instrument 31-103; (e) in Australia,
persons who are (i) either "sophisticated investors" within the meaning of
section 9 and section 708(8) of the Corporations Act or "professional
investors" within the meaning of section 9 and section 708(11) of the
Corporations Act and (ii) a "wholesale client" for the purposes of section
761(g)7 of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect; (f) in South Africa, persons
who fall within the exemptions set out in sections 96(1)(A) or 96(1)(B) of the
South African Companies Act No 71 of 2008; (g) in the UAE, persons who are
professional investors as defined in the SCA Rulebook; (h) in the ADGM,
persons who meet the professional client criteria set out in Rule 2.4 of the
Conduct of Business Rulebook (COBS) of the FSRA of the ADGM; (i) in
Switzerland, persons who are purchasing, or are deemed to be purchasing, as
principal and who are "professional clients" within the meaning of FinSA and
(j) those persons to whom it may otherwise be lawfully communicated (all such
persons referred to above being "Relevant Persons"). 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. Any
investment in connection with the Placing will only be available to, and will
only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.

Each of Barclays and Morgan Stanley is authorised in the United Kingdom by the
Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Each of
Barclays and Morgan Stanley is acting exclusively for the Company and no-one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the Placing or any other matter referred to in this Announcement, and will not
be responsible to anyone other than the Company for providing the protections
afforded to clients of Barclays or its affiliates or of Morgan Stanley or its
affiliates, or for providing advice in relation to the Placing or any other
matter referred to in this Announcement. None of the Bookrunners or any of
their respective affiliates is acting for the Company with respect to the
Retail Offer or the Subscription.

This Announcement is being issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Bookrunners or any of their respective affiliates or
agents (or any of their respective directors, officers, employees or advisers)
for the contents of the information contained in this Announcement, or any
other written or oral information made available to or publicly available to
any interested party or its advisers, or any other statement made or purported
to be made by or on behalf of either of the Bookrunners or any of their
respective affiliates in connection with the Company, the New Ordinary Shares
or the Equity Capital Raise and any responsibility and liability whether
arising in tort, contract or otherwise therefore is expressly disclaimed. No
representation or warranty, express or implied, is made by either of the
Bookrunners or any of their respective affiliates as to the accuracy,
fairness, verification, completeness or sufficiency of the information
contained in this Announcement and nothing in this Announcement is, or shall
be relied upon as, a promise or representation in this respect, whether as to
the past or future.

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 New Ordinary Shares. Any indication in this Announcement of
the price at which the Company's shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or
to imply that the earnings of the Company for the current or future financial
years will necessarily match or exceed the historical or published earnings of
the Company. The price and value of securities can go down as well as up.

The New Ordinary Shares to be issued pursuant to the Equity Capital Raise 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 any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Equity Capital Raise. Investors and
prospective investors should conduct their own investigation, analysis and
evaluation of the business and data described in this Announcement. The
contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

UK Product Governance Requirements

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 disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of 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 "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of 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

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