REG - Pinewood Tech Gp PLC - Equity Fundraise
20/02/2025 16:45
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RNS Number : 9243X Pinewood Technologies Group PLC 20 February 2025
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
20 February 2025
Pinewood Technologies Group plc ("Pinewood" or the "Company")
Proposed offer of up to 11,325,031 new ordinary shares to fund acquisition of
Seez App Holding Ltd. ("Seez") and Pinewood's development pipeline
Further to Pinewood's announcement made today on 20 February 2025 regarding
the proposed acquisition of the outstanding shares in Seez, the Company
announces its intention to conduct an equity fundraise of up to 11,325,031 new
ordinary shares of £1.00 each in the capital of the Company (the "Offer
Shares") by way of a cash placing to institutional investors (the "Placing"),
a separate retail offer raising gross proceeds of not more than £6.6 million
(the "Retail Offer"), and direct subscriptions to the Company of £1.7 million
(the "Direct Subscription" and together with the Placing and Retail Offer, the
"Offer").
Together, the total number of Offer Shares will not exceed 13.0 per cent of
the current issued ordinary share capital of the Company.
The Placing is being conducted through an accelerated bookbuild process which
will be launched immediately following the release of this announcement in
accordance with the Terms and Conditions set out in Appendix 1 (which forms
part of this announcement, such announcement and the Appendices to this
Announcement together being this "Announcement"). The number of Offer Shares
to be subscribed for in the Placing (the "Placing Shares") and the price per
Placing Share (the "Offer Price") will be determined by the Bookbuild.
Jefferies International Limited ("Jefferies") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg" and together with Jefferies, the
"Banks") are acting as joint global co-ordinators and joint bookrunners in
connection with the Placing.
Augmented Reality Concepts, LLC, doing business as Impel AI ("Impel AI"), a
leading provider of generative AI automotive retailing solutions and long-term
partner of Seez, is supportive of the Acquisition (as defined below) and has
indicated their intention to subscribe directly from the Company at the Offer
Price pursuant to the Direct Subscription. In addition, Andrew Kabrit, Chief
Product Officer and Co-Founder of Seez has also indicated his intention to
subscribe directly from the Company for approximately £477,000 of new
Ordinary Shares at the Offer Price pursuant to the Direct Subscription.
In addition to the Placing and Direct Subscription, it is proposed that a
separate offer will be made by the Company of new Ordinary Shares in Pinewood
(the "Retail Offer Shares") on the RetailBook platform to provide retail
investors in the UK only with an opportunity to acquire the Retail Offer
Shares. The aggregate gross proceeds of the Retail Offer shall not exceed
£6.6 million. A separate announcement will be made shortly regarding the
Retail Offer and its terms.
Bill Berman, Chief Executive Officer of Pinewood Technologies Group,
commented:
"The proceeds from the proposed offer will, in part, be used to acquire the
remainder of Seez, enabling us to accelerate the development of our customer
offering. Since making our initial investment in September 2024, we have been
very impressed with Seez's highly sophisticated AI and machine learning
products. By combining these capabilities with Pinewood's own Automotive
Intelligence Platform, we see a significant opportunity to grow our suite of
technology solutions and attract new customers."
"We have a strong development pipeline across our target markets around the
world. The proposed offer will also provide Pinewood with the financial and
operational flexibility to pursue our strategic objectives and drive growth
across the business."
Bryan DeBoer, Chief Executive Officer of Lithia Motors, Inc., commented:
"Pinewood's industry-leading technology is enabling all of Lithia's UK stores
to deliver exceptional customer experiences at lower cost. Today's
announcement is another important step forward for the business and we remain
excited to work with Pinewood to bring its proposition to our US and Canada
stores."
Use of Proceeds
1. Acquisition of Seez
Further to Pinewood's separate announcement made today, the Board of Pinewood
has approved the proposed acquisition of the outstanding 90.9 per cent of the
share capital of Seez that Pinewood does not already own (excluding shares
held in treasury) (the "Acquisition") for $42 million (totaling c.£33.3
million), comprising c.£22.8 million payable in cash to certain sellers on
completion of the Acquisition, c.£3.9 million payable on completion to the
holders of certain ESOP options over shares in the capital of Seez and which
will be cash-cancelled at completion of the Acquisition, and the balance,
c.£6.6 million, paid through the issue of new Ordinary Shares in the Company
to certain sellers (the "Seez Consideration Shares") at a price per Seez
Consideration Share equal to the Offer Price. The Offer is being undertaken,
in part, to fund the cash component of the consideration in connection with
the Acquisition. The Acquisition is fully conditional on the admission of the
Placing Shares to be issued pursuant to the Offer.
The Seez Consideration Shares are expected to be issued and allotted to
certain sellers, and admitted to the equity shares (commercial companies)
category of the Official List and to trading on the Main Market on completion
of the Acquisition which is expected to take place on or around 19 March 2025,
being 16 business days following Admission of the Offer Shares.
The former Seez shareholders who are receiving the Seez Consideration Shares
will give undertakings, subject to certain customary exemptions, not to sell
the Seez Consideration Shares for a period of six months following completion
of the Acquisition, without the prior written consent of Pinewood. The Board
of Lithia Motors, Inc. ("Lithia") does not intend to subscribe for Offer
Shares in the Offer, however, it is supportive of the Acquisition and has
confirmed its intention to deploy Seez's chatbot product across all of
Lithia's stores globally, upon its commercial readiness in each geography.
The Acquisition is expected to be significantly earnings accretive by FY26,
being the first full year under Pinewood's ownership.
2. Investment In Development Pipeline
The balance of the proceeds raised via the Offer (net of the cash proceeds
payable to Seez shareholders and transaction fees) will be used to fund the
continued execution of Pinewood's growing pipeline of opportunities, which was
outlined at Pinewood's Capital Markets Day on 24 October 2024.
Pinewood's current development pipeline is focused on tailoring its DMS
platform across five key countries/regions: (i) UK & Ireland, (ii) North
America (via a joint venture), (iii) APAC, (iv) DACH, and (v) South Africa:
· UK & Ireland: continuing to target the UK and Ireland's top
100 largest dealer groups and grow share of wallet across existing customers;
· North America: Pinewood and Lithia have made significant progress in
commercialising their North American product (via a joint venture) and
developing the business plan for its rollout in that market. In addition,
Pinewood is exploring options to potentially assume majority control of the
joint venture to significantly enhance its value proposition to other North
American dealers;
· APAC: in the near-term, focused on Japanese expansion, facilitated
by strategic original equipment manufacturer ("OEM") support. Pinewood
continues to pursue opportunities for expansion in South East Asia,
capitalising on its existing presence in Singapore, Vietnam & Thailand;
· DACH: dialogue with key dealers and the OEMs in the DACH region
continues, with Pinewood shortlisted for a number of sizeable contracts;
· South Africa: leveraging Pinewood's longstanding agreement with its
reseller in South Africa, Pinewood has identified a number of opportunities to
grow the business in the country.
Details of the Placing
The Placing Shares are not being made available to the public and are not
being offered or sold in any jurisdiction where it would be unlawful to do so.
Jefferies and Berenberg are acting as joint global co-ordinators and joint
bookrunners in connection with the Placing.
The Placing is being conducted through an accelerated bookbuilding process
which will be launched by the Banks immediately following the release of this
Announcement. The timing of the closing of the book, pricing and allocations
are at the absolute discretion of the Banks, and following consultation with
the Company. Details of the Offer Price and the number of Offer Shares to be
issued pursuant to the Placing will be announced as soon as practicable after
the close of the Bookbuild.
The Company has today entered into a placing agreement with the Banks (the
"Placing Agreement") pursuant to which the Banks have agreed to use their
respective reasonable endeavours to procure institutional and certain other
investors (including certain existing shareholders) for the Placing Shares.
Further details of the Placing Agreement can be found in the terms and
conditions of the Placing contained in Appendix 1 to this Announcement.
The Placing is conditional, amongst other things, on:
· the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms prior to admission
of the Offer Shares to the equity shares (commercial companies) category of
the Official List of the UK Financial Conduct Authority ("FCA") and to trading
on the Main Market (together, "Admission"); and
· Admission becoming effective by 25 February 2025
(or such later date as the Company and the Banks may agree, being no later
than 8.00 a.m. on 4 March 2025).
The Placing, the Direct Subscription, and the Retail Offer are
inter-conditional.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the Terms and Conditions, and to be providing the representations,
warranties and acknowledgments contained therein.
Brian Small, a non-executive director of the Company, has agreed to subscribe
directly from the Company for £20,000 of new Ordinary Shares at the Offer
Price pursuant to the Direct Subscription.
Together, the total number of Offer Shares will not exceed 13.0 per cent of
the current issued ordinary share capital of the Company.
The Offer Shares, when issued, will be fully paid and will rank pari passu in
all respects with each other and with the existing Ordinary Shares, including,
without limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Settlement in respect of the Offer Shares and Admission are expected to take
place on or before 8.00 a.m. on 25 February 2025.
Indicative Summary Timetable of Principal Events
Announcement of launch of the Offer 20 February 2025
Placing Bookbuild opens 20 February 2025
Placing Bookbuild closes 20 February 2025
Announcement of the results of the Offer 21 February 2025
Admission and dealings in the Offer Shares fully paid commence on the London 25 February 2025
Stock Exchange
Placing Shares credited to stock accounts in CREST (CREST shareholders only) 25 February 2025
Expected date for despatch of definitive share certificates for the Placing To be issued 5 business days following Admission
Shares in certificated form
Notes:
(1) A reference to a time in this Announcement is to London time unless
otherwise stated.
(2) The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company, in which event details of the new times and/or dates will be notified
to investors through an announcement via a Regulatory Information Service.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important notices"
section of this Announcement. Unless otherwise stated, capitalised terms in
this Announcement have the meanings ascribed to them in Appendix 2.
For further information, please contact:
Pinewood Technologies Group Plc InvestorRelations@Pinewood.AI
Bill Berman (Chief Executive)
Ollie Mann (Chief Financial Officer)
Jefferies International Limited (Lead Financial Adviser, Joint Global +44 (0)20 7029 8600
Co-Ordinator and Joint Bookrunner)
Philip Noblet
Thomas Bective
Harry Spooner
Eleanor McDonald
Joh. Berenberg, Gossler & Co. KG, London Branch (Joint Global Co-Ordinator + 44 (0)20 3207 7800
and Joint Bookrunner)
Ben Wright
Mark Whitmore
Richard Andrews
Headland Consultancy (PR & Communications) +44 (0)20 3805 4822
Henry Wallers
Jack Gault
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of the law of England and Wales by
virtue of the European Union (Withdrawal) Act 2018. This Announcement has
been authorised for release by the Board of Pinewood.
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful or to any person to whom it is unlawful to make such offer or
solicitation. No public offering of the Placing Shares is being made in any
such jurisdiction.
No action has been taken by the Company, Jefferies International Limited
("Jefferies") and Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg" and, together with Jefferies, the "Banks"), or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, agents, representatives or advisers (collectively
"Representatives") or any person acting on behalf of any of them that would,
or is intended to, permit an offer of the Placing Shares or result in the
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. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, transferred or delivered, directly
or indirectly, within, into or in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold only (i) outside of the United States in "offshore transactions" as
defined in, and pursuant to, Regulation S under the Securities Act; and (ii)
in the United States only to a limited number of persons reasonably believed
to be "qualified institutional buyers" as defined in Rule 144A of the
Securities Act ("QIBs") pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. No public
offering of the Securities will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement 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.
The Placing in Canada is being made on a private placement basis only pursuant
to an exemption from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws. No prospectus has been
or will be filed with any securities commission or other securities regulatory
authority in any jurisdiction in Canada in connection with the offer or sale
of the Placing Shares. In Canada, this Announcement is only directed at and is
only being distributed to persons in or resident in the Province of Alberta,
British Columbia, Ontario or Quebec purchasing, or deemed to be purchasing, as
principal that are (i) accredited investors as defined in section 1.1 of
National Instrument 45-106 Prospectus Exemptions or section 73.3(1) of the
Securities Act (Ontario), as applicable, that are not created or used solely
to purchase or hold the Placing Shares as an accredited investor under NI
45-106, and that are (ii) "permitted clients" as defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or
damages if this Announcement (including any amendment hereto) contains a
misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult
with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the offering of Placing Shares is
conducted pursuant to any exemption from the requirement that Canadian
investors be provided with certain underwriter conflicts of interest
disclosure that would otherwise be required pursuant to subsection 2.1(1) of
NI 33-105.
No securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon these materials or on the merits of the
Placing Shares and any representation to the contrary is an offence. 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 South Africa in relation to the
Placing Shares and the Placing Shares have not been qualified for distribution
by way of a prospectus in Canada nor have the Placing Shares been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, 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 in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the Terms and
Conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments, estimates and projections about future events, strategic
initiatives or achievements of the Company and its subsidiaries or subsidiary
undertakings. Words such as "believes", "anticipates", "estimates", "expects",
"intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions, are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. By
their nature, these statements and forecasts are inherently predictive,
speculative and involve risks and uncertainties and assumptions that could
cause actual results, financial condition, performance, developments or
achievements to differ materially from those expressed or implied by these
forward-looking statements and forecasts. Many of these risks, uncertainties
and assumptions relate to factors that are beyond the Company's ability to
control, predict or estimate precisely. No representation or warranty is made,
and no responsibility or liability is accepted, as to the achievement or
reasonableness of any future projections, forecasts, estimates or statements
as to any prospects or future returns referred to or contained herein or in
relation to the basis or assumptions underlying such projections, forecasts,
estimates or statements, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The Company, its
directors, the Banks, their respective affiliates and any person acting on its
or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.
Jefferies International Limited is authorised and regulated in the United
Kingdom by the FCA. Joh. Berenberg, Gossler & Co. KG, London Branch is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated in the United Kingdom by the FCA. Each Bank is
acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement or any other matters described in
this Announcement. Neither Bank will regard any other person as its client in
relation to the Placing, the content of this Announcement or any other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any other matters
referred to in, or contemplated by, this Announcement.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation, warranty or undertaking, 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 Bank, or any of its affiliates, or any of its or
their respective Representatives or any person acting on its or their behalf
as to, or in relation to, 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 Bank or any
of its affiliates in connection with the Company, the Placing Shares or the
Placing, and any responsibility or liability whether arising in tort, contract
or otherwise therefore is expressly disclaimed. No representation, warranty or
undertaking, express or implied, is made by either Bank, or any of its
affiliates, or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, each Bank may release communications to the
market as to the extent to which the book is "covered". A communication that a
transaction is, or that the books are, "covered" refers to the position of the
order book at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms indicated or at
all, or that if the transaction does take place, the securities will be fully
distributed by the Banks.
In connection with the Placing, each Bank and any of its affiliates, acting as
investors for their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell or offer to sell for their own accounts such shares and other securities
of the Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, the Banks and any of their
respective affiliates acting in such capacity. In addition, the Banks and any
of their respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Banks and any of
their respective affiliates may from time to time acquire, hold or dispose of
shares. Neither Bank intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance and should not be
relied upon as such. 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. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult their or its own
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
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 action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
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 such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in 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, the Banks will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/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 MiFID II 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 as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
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 EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING.
FOR INVITED PLACEES ONLY. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART
IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU)
2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS
REGULATION"), WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED
INVESTORS"); (C) IF IN CANADA, PERSONS WHO ARE "ACCREDITED INVESTORS" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS
("NI 45-106") OR SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS
APPLICABLE ("ACCREDITED INVESTORS") WHO ARE ALSO A "PERMITTED CLIENT" AS
DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS
AND ONGOING REGISTRATION OBLIGATIONS ("NI 31-103") ("PERMITTED CLIENTS"); OR
(D) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU
ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT 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.
PERSONS DISTRIBUTING 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.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION IS UNLAWFUL. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES
IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUHTORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO A
LIMITED NUMBER OF PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE
PLACING SHARES (AS DEFINED BELOW).
Defined terms used in this Appendix are set out in Appendix 2.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, Japan or South Africa or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The release, publication or distribution of this Announcement and
the Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Jefferies International Limited ("Jefferies") or Joh. Berenberg,
Gossler & Co. KG, London Branch ("Berenberg" and, together with Jefferies,
the "Banks") or any of their respective Affiliates or any of its or their
respective agents, directors, officers or employees (collectively
"Representatives") which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable,
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the FSMA (as defined below), as amended, does not
apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States 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 unlawful.
No prospectus has been filed with a securities commission or similar
regulatory authority in Canada in connection with the offer and sale of the
Placing Shares. No securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon this document or on the merits
of the Placing Shares and any representation to the contrary is an offence.
Each Canadian investor who purchases the Placing Shares will be deemed to have
represented to the Company and the Banks and to each dealer from whom a
purchase confirmation is received, as applicable, that the investor (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an Accredited Investor;
and (iii) is a Permitted Client. Securities legislation in certain provinces
or territories of Canada may provide a purchaser with remedies for rescission
or damages if this document (including any amendment hereto) contains a
misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult
with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), the offering of Placing Shares is
conducted pursuant to any exemption from the requirement that Canadian
investors be provided with certain underwriter conflicts of interest
disclosure that would otherwise be required pursuant to subsection 2.1(1) of
NI 33-105.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Bank, any of its Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them as to or in
relation to, the accuracy, completeness or sufficiency of the information
contained in this Announcement or any other written or oral information made
available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
Each Bank is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) (as defined below) other than the Company for providing the
protections afforded to its clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Banks, any of their respective Affiliates, any of its
or their respective Representatives nor any person acting on behalf of any of
them makes any representation or warranty, express or implied, to any Placees
regarding any investment in the securities referred to in this Announcement
under the laws applicable to such Placees. Each Placee should consult with its
own advisers as to legal, tax, business, financial and related aspects of an
investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will (i) be deemed to have read and understood this Announcement in
its entirety; and (ii) be participating and making such offer and subscribing
for Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"), including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified
Investor;
3. if it is in the United Kingdom, it is a UK Qualified
Investor;
4. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
5. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), it understands the resale and transfer
restrictions set out in this Appendix and that:
(A) the Placing Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of, nor will they
be subscribed for with a view to their offer or resale to persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or sale in (i) any member state of the EEA or to which the
EU Prospectus Regulation otherwise applies other than to Qualified Investors
or in circumstances in which the prior consent of the Banks has been given to
each proposed offer or resale; or (ii) the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than to UK Qualified Investors
or in circumstances in which the prior consent of the Banks has been given to
each proposed offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in (i) any member state of the EEA 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; or (ii) the United Kingdom
other than UK Qualified Investors, the offer of those Placing Shares to it is
not treated under the UK Prospectus Regulation as having been made to such
persons;
6. it is and, at the time the Placing Shares are subscribed
for, will be, either (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and pursuant to,
Regulation S; or (ii) (a) a "qualified institutional buyer" as defined in Rule
144A of the Securities Act (a "QIB") that has executed and delivered, or will
duly execute and deliver, a US Investor Letter to the Company and the Banks;
and (b) subscribing for the Placing Shares pursuant to an exemption from, or
in a transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or other
jurisdiction of the United States;
7. if it is in Canada, it is (i) an Accredited Investor who is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; and (ii) a Permitted Client; and
8. the Company and each Bank will rely upon the truth and
accuracy of, and compliance with, the foregoing representations, warranties,
undertakings, agreements and acknowledgements in addition to those described
elsewhere in this Appendix.
Persons (including without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
Bookbuild
Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing by Placees. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in the Placing.
The Banks and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Details of the Placing Agreement and of the Placing Shares
In connection with the Placing, each of Jefferies and Berenberg are acting as
joint global coordinators and joint bookrunners. The Banks are not acting for
the Company with respect to the Direct Subscription or the Retail Offer.
The Banks today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, each Bank
has severally agreed as agent for and on behalf of the Company, to use its
respective reasonable endeavours to procure Placees for the Placing Shares in
such number and at a price to be determined following completion of the
Bookbuild.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Offer Price") and the final number of Placing Shares will be determined by
the Company and the Banks at the close of the Bookbuild and will be set out in
the executed terms of placing terms (the "Placing Terms"). The timing and
closing of the book, pricing and allocations are at the discretion of the
Company and the Banks. Details of the Offer Price and the number of Offer
Shares will be announced as soon as practicable after the close of the
Bookbuild.
Subject to the execution of the Placing Terms, each Bank has severally (and
not jointly nor jointly and severally) agreed with the Company, in the event
of any default by any Placee in paying the Offer Price in respect of any
Placing Shares allocated to it, to take up such Placing Shares itself (as
principal) at the Offer Price in the agreed proportions set out in the Placing
Agreement.
The total number of shares to be issued pursuant to the Offer will not exceed
13.0 per cent. of the Company's existing issued Ordinary Share capital.
The Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after the date of issue. The Offer Shares
will be issued free of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Offer Shares to
listing in the equity shares (commercial companies) category of the Official
List of the FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Offer Shares to trading on the
Main Market (together, "Admission"). It is expected that Admission will become
effective at 8.00 a.m. (London time) on 25 February 2025 or such later time
and date (being not later than 8.00 a.m. (London time) on 4 March 2025) as the
Banks and the Company may agree, and that dealings in the Offer Shares will
commence at that time.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly or jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by either Bank.
Each Bank and its Affiliates are entitled to enter bids in the Bookbuild as
principal.
3. The Bookbuild, if successful, will establish the Offer
Price payable to the Banks, as agents for and on behalf of the Company, by all
Placees whose bids are successful. The Offer Price, the final number of Offer
Shares and the aggregate proceeds to be raised through the Placing will be
agreed between the Banks and the Company following completion of the Bookbuild
and any discount to the market price of the Ordinary Shares will be determined
in accordance with the UKLRs. The Offer Price and the number of Offer Shares
will be announced on a Regulatory Information Service following the completion
of the Bookbuild (the "Placing Results Announcement").
4. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact at either of
the Banks. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for either at the Offer Price which is
ultimately established by the Company and the Banks, or at prices up to a
price limit specified in its bid. Bids may be scaled down on the basis
referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of the
relevant Bank, will not be capable of variation or revocation after the time
at which it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Bank, to pay it (or
as it may direct), as agent of the Company, in cleared funds, immediately on
the settlement date in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the Offer Price
and the number of Placing Shares that such Placee has agreed to subscribe for.
Each Placee's obligations will be owed to the Company and the relevant Bank.
The Company shall, conditional on Admission, allot such Placing Shares to each
Placee following each Placee's payment to the relevant Bank of such amount.
6. The Bookbuild is expected to close no later than 7.00 a.m.
(London time) on 21 February 2025, but may be closed earlier or later at the
discretion of the Banks. The Banks may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Company and the Banks and will be confirmed to prospective Placees orally
or in writing by the relevant Bank, as agent of the Company, following the
close of the Bookbuild and an electronic contract note or trade confirmation
will be dispatched as soon as possible thereafter. Subject to paragraph 5
above, the relevant Bank's oral or written confirmation to such prospective
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to subscribe for the number of Placing
Shares allocated to it and to pay the Offer Price for each such Offer Share on
the Terms and Conditions and in accordance with the Company's articles of
association and each Placee will be deemed to have read and understood this
Announcement (including the Appendices) in its entirety.
8. Subject to paragraphs 4 and 7 above, the Company will
agree with the Banks the identity of the Placees and the basis of allocation
of the Placing Shares and may scale down any bids for this purpose on such
basis as it may determine. Notwithstanding paragraphs 4 and 7 above, at the
absolute discretion of the Banks, subject to the prior consent of the Company,
Placing Shares may be allocated: (i) after the Bookbuild has closed to any
person submitting a bid after that time; and (ii) after the time of any
initial allocation to any person submitting a bid after that time. The
acceptance of bids shall be at the absolute discretion of the Banks, subject
to the prior consent of the Company.
9. Except as required by law or regulation, no press release
or other announcement will be made by either Bank or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by either
Bank.
13. To the fullest extent permissible by law, neither Bank, nor
the Company, nor any of its or their respective Affiliates, nor any of its or
their respective Representatives shall have any responsibility or liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in connection with the Placing, the Placing Shares or otherwise. In
particular, neither Bank, nor the Company, nor any of its or their respective
Affiliates, nor any of its or their respective Representatives nor any person
acting on behalf of any of them shall have any responsibility or liability
(including to the fullest extent permissible by law, any fiduciary duties) in
respect of the Banks' conduct of the Bookbuild or of such alternative method
of effecting the Placing as each of the Banks and its Affiliates and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Banks under the Placing Agreement are conditional on certain
conditions, including (but not limited to):
(a) the Placing Terms having been executed by the Company and
the Banks;
(b) the publication by the Company of the Placing Results
Announcement through a Regulatory Information Service immediately following
the execution of the Placing Terms;
(c) the Company not being in breach of any of its obligations
and undertakings under the Placing Agreement which fall to be performed or
satisfied prior to Admission save to the extent that such breach, in the
opinion of the Banks (acting jointly and in good faith), is material;
(d) in the opinion of the Banks (acting jointly and in good
faith), each of the warranties given by the Company contained in the Placing
Agreement being true, accurate and not misleading: (i) as at and on the date
of the Placing Agreement; (ii) as at the time of the execution of the Placing
Terms; and (iii) as at and on Admission, in each case, as though they had been
given and made at such times and on such dates by reference to the facts and
circumstances then existing;
(e) in the opinion of the Banks (acting jointly and in good
faith), there not having occurred any Material Adverse Change at any time
prior to Admission;
(f) the Company having allotted, subject only to Admission, (i)
the Placing Shares in accordance with the Placing Agreement; (ii) the Direct
Subscription Shares in accordance with the Direct Subscription; and (iii) the
Retail Offer Shares in accordance with the Retail Offer;
(g) (i) each Retail Offer Document and Subscription Agreement
remaining in full force and effect, not having lapsed or been terminated or
amended in accordance with its terms prior to Admission; (ii) no condition to
which any such document is subject having become incapable of satisfaction and
not having been waived prior to Admission; and (iii) no event having arisen
prior to Admission which gives a party thereto a right to terminate any such
document;
(h) (i) the acquisition agreement dated 20 February 2025 in
connection with the Acquisition (the "Acquisition Agreement") remaining in
full force and effect, not having lapsed or been terminated (or been the
subject of a validly served notice of termination) or amended prior to
Admission; (ii) no condition to which the Acquisition Agreement is subject
having been waived or having become incapable of satisfaction prior to
Admission; and (iii) no event having arisen prior to Admission which gives a
party thereto a right to terminate the Acquisition Agreement;
(i) Admission occurring by 8.00am (London time) on 25 February
2025 (or such later time and/or date as the Banks and the Company may agree in
writing, being not later than 8.00 a.m. (London time) on 4 March 2025),
(all conditions to the obligations of the Banks included in the Placing
Agreement being together, the "Conditions").
If (i) any of the Conditions is not fulfilled or, where permitted, waived or
extended by the Banks by the relevant time or date specified (or such later
time and/or date the Banks and the Company may agree, being not later than
8.00 a.m. (London time) on 4 March 2025); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
The Banks (acting jointly) may, at their discretion and upon such terms and
conditions as it thinks fit, waive satisfaction of certain of the Conditions
(save that Conditions (a), (b), (f)(i) and (i) cannot be waived) or extend the
time provided for their satisfaction. Any such waiver or extension will not
affect Placees' commitments as set out in this Announcement.
Neither Bank nor any of its Affiliates nor any of its or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision by it or another person may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of any
Condition nor for any decision it may make as to the satisfaction of any
Condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Banks. Placees will have no rights against the Banks, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Termination of the Placing Agreement
Each Bank, in its absolute discretion, may prior to Admission terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things:
(a) any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing is or
has become untrue, inaccurate or misleading in any respect, or any matter has
arisen which would, if such document or announcement had been issued at that
time, constitute an inaccuracy or omission from such document or announcement
which, in the opinion of either Bank (acting in good faith) is material;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement which, in the opinion of either Bank
(acting in good faith) is material;
(c) there has been a breach by the Company of any of the
warranties or representations contained in the Placing Agreement or any of
such warranties or representations is not, or ceases to be, true, accurate and
not misleading;
(d) in the opinion of either Bank (acting in good faith), there
has been a Material Adverse Change;
(e) upon the occurrence of certain force majeure events; or
(f) if the Company's applications for Admission are withdrawn or
refused by the FCA or the London Stock Exchange (as appropriate).
If circumstances arise that would allow either Bank to terminate the Placing
Agreement, the other Bank may nevertheless determine to allow Admission to
proceed. In addition, if both Banks do not give notice to terminate the
Placing Agreement in circumstances where they are able, the Bank who does not
give such notice may allow Admission to proceed and will assume the
obligations which remain to be performed under the Placing Agreement by the
Bank who has given notice to terminate.
By participating in the Placing, each Placee agrees with the Company and the
Banks that the exercise or non-exercise by either Bank of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of that Bank or for agreement between the Company and
that Bank (as the case may be) and that neither the Company nor either Bank
need make any reference to, or consult with, Placees and that none of the
Company nor either Bank nor any of their respective Affiliates nor any of its
or their respective Representatives nor any person acting on behalf of any of
them shall have any liability to Placees whatsoever in connection with any
such exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA and the
London Stock Exchange) in relation to the Placing or Admission and no such
prospectus is required (in accordance with the EU Prospectus Regulation or the
UK Prospectus Regulation) to be published in the United Kingdom or any
equivalent document in any jurisdiction.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this Announcement
and any Exchange Information (as defined below) previously published by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement, and subject to the further terms set forth in the electronic
contract note/trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information previously
and simultaneously released by or on behalf of the Company are exclusively the
responsibility of the Company and confirms to the Company and each Bank that
it has neither received nor relied on any other information, representation,
warranty or statement made by or on behalf of the Company (other than publicly
available information or the Exchange Information), either Bank, any of their
respective Affiliates, any of its or their respective Representatives or any
person acting on behalf of any of them. None of the Company nor either Bank
nor any of their respective Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and the date which is 90 calendar days after the date of Admission,
it will not, without the prior written consent of the Banks, enter into
certain transactions involving or relating to the Ordinary Shares, subject to
certain customary carve-outs.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Banks and that 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: GB00BSB7BS06)
following Admission will take place within CREST, using the delivery versus
payment mechanism, subject to certain exceptions. The Company and the Banks
reserve the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/trade
confirmation in accordance with the standing arrangements in place with the
relevant Bank stating the number of Placing Shares to be allocated to it at
the Offer Price, the aggregate amount owed by such Placee to the relevant Bank
and settlement instructions. It is expected that such electronic contract
note/trade confirmation will be despatched on or around 21 February 2025 and
that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Banks may agree that the Placing Shares will be issued in
certificated form.
The Company will deliver the Placing Shares to Jefferies in respect of Placees
procured by it (CREST Participant ID: 393, Member Account ID: JILIPO) and
Berenberg in respect of Placees procured by it (CREST Participant ID: 5KQAQ,
Member Account ID: BEGODEHH), in each case, as agent for the Company. The
Placing Shares will be credited to the relevant CREST account by way of a
Registrars Adjustment and therefore the Company will not be required to enter
any form of receipt instruction into CREST. 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 on a delivery against payment basis.
It is expected that settlement will be on 25 February 2025 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two (2)
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks (as agents for and on behalf of the Company) may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and shall be required to bear any Transfer Taxes imposed in
any jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on each Bank all such authorities and powers necessary to carry out
any such transaction and agrees to ratify and confirm all actions which each
Bank lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note/trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in
which any other Transfer Taxes are payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or, for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares),
neither Bank nor the Company shall be responsible for the payment of such
amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Bank (in its capacity as joint bookrunner and 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, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to the
equity shares (commercial companies) category of the Official List of the FCA
and to trading on the Main Market and that the Company is therefore required
to publish certain business and financial information in accordance with the
UK Market Abuse Regulation and the rules and practices of the London Stock
Exchange and/or the FCA (collectively and together with the information
referred to in (i) above, the "Exchange Information"), which includes a
description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account, and similar statements for
preceding financial years, and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange Information, or such
information or comparable information concerning any other publicly traded
company, in each case, without undue difficulty; and (iii) it has had access
to such financial and other information concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
3. the content of this Announcement, the Exchange Information
or information otherwise made available (whether in written, oral or in a
visual or electronic form, and howsoever transmitted or made available) by or
on behalf of the Company is exclusively the responsibility of the Company and
it will not hold either Bank, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them
responsible or liable for any such information, or any representation or
statement contained therein, or any misstatements in or any omission from such
information, and that no such person makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, or accepts any responsibility for any of such information, or for
any Placee's decision to participate in the Placing based on any information,
representation or statement contained in such information;
4. unless otherwise specifically agreed with the Banks, it and
any person on behalf of which it is participating 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 a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an offer to
subscribe for the Placing Shares;
5. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
has received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by either Bank,
the Company, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them and
neither Bank nor the Company nor any of their respective Affiliates nor any of
its or their respective Representatives will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
6. it has relied solely on its own investigation, examination
and due diligence of the business, financial or other position of the Company
and the assets being acquired pursuant to the Acquisition in deciding to
participate in the Placing and that neither Bank nor any of its Affiliates nor
any of or its or their respective Representatives nor any person acting on
behalf of any of them has made any representations to it, express or implied,
with respect to the Company, the Bookbuild, the Placing and the Placing Shares
or the accuracy, completeness or adequacy of this Announcement and the
Exchange Information, and each of them expressly disclaims any liability in
respect thereof;
7. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
the United Kingdom, the United States or any other Restricted Territory and it
has not received and will not receive an offering document, prospectus,
offering memorandum or admission document in connection with the Bookbuild,
the Placing, Admission, the Placing Shares or otherwise, and, subject to
certain exceptions, the Placing Shares may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such action for that
purpose is required;
8. it has not relied on any information relating to the
Company contained in any research reports prepared by either Bank, any of its
Affiliates or any person acting on its or their behalf and understands that:
(i) neither Bank nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them has or shall
have any responsibility or liability for: (x) public information or any
representation; or (y) 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 (ii) neither Bank nor any of its Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
9. it may not rely on any investigation that either Bank, any
of its Affiliates, any of or its or their respective Representatives or any
person acting on behalf of any of them may or may not have conducted with
respect to the Company and its Affiliates, the assets being acquired in the
Acquisition or the Placing and each Bank has not made any representation or
warranty to it, express or implied, with respect to the merits of the Placing,
the subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its Affiliates and the
assets being acquired in the Acquisition, or as to any other matter relating
thereto, and nothing herein shall be construed as any investment or other
recommendation to it to subscribe for the Placing Shares. It acknowledges and
agrees that no information has been prepared by, or is the responsibility of,
either Bank, any of its Affiliates, any of or its or their respective
Representatives or any person acting on behalf of any of them for the purposes
of this Placing;
10. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
11. that no action has been or will be taken by the Company,
either Bank, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any Restricted Territory;
12. (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
either Bank, the Company, any of their respective Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
acting in breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any jurisdiction in connection with the
Placing; and (v) 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;
13. it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;
14. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017, the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity, the relevant Bank has not received such satisfactory
evidence, such Bank may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to such
Bank will be returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
15. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to the relevant Bank
and the Company for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person);
16. it is a Relevant Person and undertakes that it will (as
principal or agent) subscribe for, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
17. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;
18. if it is in a member state of the EEA, it is a Qualified
Investor;
19. if it is in the United Kingdom, it is a UK Qualified Investor;
20. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the applicable securities laws of any state
or other jurisdiction of the United States; and (ii) no representation has
been made as to the availability of any exemption under the Securities Act or
any relevant state or other jurisdiction's securities laws for the reoffer,
resale, pledge or transfer of the Placing Shares;
21. the Placing Shares are being offered and sold on behalf of the
Company: (i) outside the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act; and (ii) in the
United States only to persons reasonably believed to be QIBs (as defined in
Rule 144A of the Securities Act) in reliance upon Rule 144A under the
Securities Act or another exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act;
22. it and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and pursuant to, Regulation S under the
Securities Act; or (ii) (a) a QIB that has executed and delivered, or will
duly execute and deliver, a US Investor Letter to the Company and the Banks;
and (b) subscribing for the Placing Shares pursuant to an exemption from, or
in a transaction not subject to, the registration requirements under the
Securities Act;
23. it is acquiring the Placing Shares for investment purposes
only if it is a QIB and is not acquiring the Placing Shares with a view to, or
for offer and sale in connection with, any distribution (within the meaning of
the Securities Act) thereof in whole or in part in the United States or any
state thereof;
24. it is not subscribing for any Placing Shares as a result of
(i) any "directed selling efforts" as that term is defined in Regulation S
under the Securities Act or (ii) any form of "general solicitation or general
advertising" within the meaning of Regulation D under the Securities Act;
25. no portion of the assets it is using to purchase or hold the
Placing Shares or any beneficial interest therein constitutes or will
constitute the assets of: (i) an "employee benefit plan" as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in
Section 4975 of the U.S. Tax Code, including an individual retirement account
or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or
(iii) an entity which is deemed to hold the assets of any of the foregoing
types of plans, accounts or arrangements that is subject to Title I of ERISA
or Section 4975 of the U.S. Tax Code. In addition, if it is, or is acting for
the account or benefit of an investor that is, a governmental, church,
non-U.S. or other employee benefit plan that is subject to any federal, state,
local or non-U.S. law or regulation that is substantially similar to the
provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code (each, a
"Similar Law"), its purchase, holding, or disposition of the Placing Shares or
any beneficial interest therein will not result in a violation of any Similar
Law and will not otherwise subject the Company or the Banks to any
requirements under any Similar Law;
26. if it is in Canada, it is (i) an Accredited Investor who is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; and (ii) a Permitted Client;
27. it understands that (i) the Placing Shares have not been
qualified for distribution by way of a prospectus in Canada and that no
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon this Announcement or on the merits of Placing Shares
and any representation to the contrary is an offence; (ii) the Company is not
a "reporting issuer" as such term is defined under applicable Canadian
securities legislation, in any province or territory of Canada; and (iii) the
Placing Shares have not been and will not be listed on a Canadian securities
exchange and neither Bank nor the Company intends to take any action to
facilitate a market in the Placing Shares in Canada and any resale of the
Placing Shares by the Placee if it is in Canada must be made in accordance
with applicable Canadian securities laws;
28. if it is in Canada, it confirms its express wish that all
documents evidencing or relating in any way to the sale of the securities to
which the materials relate (including for greater certainty any purchase
confirmation or any notice) be drafted in the English language. Chaque
acheteur confirme sa volonté expresse que tous les documents attestant de la
vente des billets ou s'y rapportant ainsi que tous les autres contrats et
documents s'y rattachant soient rédigés en langue anglaise;
29. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing in or into the United States or any
other Restricted Territory (including electronic copies thereof) to any person
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
30. where it is subscribing for the 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 and it has full
power to make the acknowledgements, representations and agreements herein on
behalf of each such account;
31. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
32. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK
Prospectus Regulation (as applicable), the Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their offer or
resale to persons in (i) any member state of the EEA or to which the EU
Prospectus Regulation otherwise applies other than to Qualified Investors or
in circumstances in which the prior consent of the Bank has been given to each
such proposed offer or resale; or (ii) the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than to UK Qualified Investors
or in circumstances in which the prior consent of the Banks has been given to
each such proposed offer or resale;
33. any offer of Placing Shares may only be directed at persons in
member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
34. any offer of Placing Shares may only be directed at persons in
the United Kingdom who are UK Qualified Investors and that it has not offered
or sold and will not offer or sell any Placing Shares to persons in the United
Kingdom prior to the expiry of a period of six months from Admission except to
UK Qualified Investors 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 the UK Prospectus Regulation and section 85(1) of the
Financial Services and Markets Act 2000 (the "FSMA");
35. it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and agrees that this Announcement has not been approved by either Bank or any
other person in its capacity as an authorised person under section 21 of the
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;
36. it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to anything done
by it in relation to the Placing Shares in respect of anything done in, from
or otherwise involving, the United Kingdom;
37. if it has received any "inside information" as defined in the
UK Market Abuse Regulation about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK Market Abuse
Regulation, prior to the information being made publicly available;
38. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and
will make payment for the Placing Shares allocated to it in accordance with
these Terms and Conditions on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as either Bank (or its
assignee) may in its discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any Transfer Taxes 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;
39. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to subscribe for, and that the Banks or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
40. neither Bank nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them, is
making any recommendations to it or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is not and will
not be a client of either Bank and neither Bank has any 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 Placing Agreement nor for the exercise or performance of any of either
Bank's rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
41. the exercise by either Bank of any right or discretion under
the Placing Agreement shall be within the absolute discretion of that Bank and
neither Bank need not have any reference to any Placee and shall have no
liability to any Placee whatsoever in connection with any decision to exercise
or not to exercise any such right and each Placee agrees that it has no rights
against either Bank, the Company or any of their respective Affiliates under
the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999, as amended, or otherwise;
42. the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself; or (ii) its nominee, as the case may be.
Neither Bank nor the Company nor any of their respective Affiliates nor any of
its or their respective Representatives nor any person acting on behalf of any
of them will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to indemnify the
Company, each Bank, their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them in respect of
the same on an after-tax basis;
43. the Placing Shares will be allotted to the CREST stock account
of the relevant Bank who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement instructions with
payment for the Placing Shares being made simultaneously upon receipt of the
Placing Shares in the Placee's stock account on a delivery versus payment
basis;
44. these Terms and Conditions and any agreements entered into by
it pursuant to these Terms and Conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it subjects (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
Bank or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
45. each of the Company, the Banks, their respective Affiliates,
its and their respective Representatives and others will rely upon the truth
and accuracy of the representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each Bank on its own
behalf and on behalf of the Company and are irrevocable. It irrevocably
authorises the Company and each of the Banks 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. It agrees that if any of the
acknowledgements, representations, warranties and agreements made in
connection with its subscribing for Placing Shares is no longer accurate, it
shall promptly notify the Company and the Banks;
46. it will indemnify on an after-tax-basis and hold the Company,
each Bank, their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them harmless from
any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection with any
breach by it of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
47. it irrevocably appoints any director or authorised signatory
of either Bank 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;
48. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the electronic contract note/trade
confirmation will continue notwithstanding any amendment that may in future be
made to these Terms and Conditions and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or the Banks' conduct of the Placing;
49. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Ordinary Shares and in
the sector in which the Company operates and is aware that it may be required
to bear, and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group and the assets being acquired in the Acquisition
operate, and the terms of the Placing, including the merits and risks
involved, and not upon any view expressed or information provided by or on
behalf of either Bank; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial considerations
relevant to such investment and has so conducted its own investigation to the
extent it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing Shares; (v) it is
aware and understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to the Company, either
Bank, any of its or their respective Affiliates, any of its or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
50. neither the Company nor either Bank owes any fiduciary or
other duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement or these
Terms and Conditions;
51. in connection with the Placing, either Bank and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares in the Company 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 Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
either Bank or any of its Affiliates acting in such capacity. In addition,
either Bank or any of its Affiliates may enter into financing arrangements and
swaps with investors in connection with which such Bank or any of its
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither Bank nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so; and
52. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Banks. Each Bank reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFIR and UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Bank (for their own benefit and, where relevant, the benefit of their
respective Affiliates and its and their respective Representatives and any
person acting on behalf of any of them) and are irrevocable.
Miscellaneous
No claim shall be made against the Company, either Bank, any of their
respective Affiliates, any of its and their respective Representatives or any
person acting on behalf of any of them by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of or arising
from the carrying out by it of the work to be done by it pursuant to this
Announcement or the performance of its obligations pursuant to this
Announcement or otherwise in connection with the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor either Bank will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Company nor
either Bank nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them is
liable to bear any Transfer Taxes that arise: (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the subscription
by Placees of Placing Shares); (ii) on a sale of Placing Shares; or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to whom (or
on behalf of whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such Transfer Taxes undertakes to
pay such Transfer Taxes forthwith, and agrees to indemnify on an after-tax
basis and hold each Bank and/or the Company (as the case may be) and their
respective Affiliates, its and their respective Representatives and any person
acting on behalf of any of them harmless from any such Transfer Taxes, and all
interest, fines or penalties in relation to such Transfer Taxes. Each Placee
should, therefore, take its own advice as to whether any such Transfer Tax
liability arises.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, either Bank, their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each Bank and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is receiving a
fee in connection with its role in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
Bank any money held in an account with such Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the relevant Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course of its
own business; and the Placee will rank only as a general creditor of that
Bank.
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.
All times and dates in this Announcement may be subject to amendment by the
Company and the Banks (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of each Bank and the Company under the terms and
conditions set out 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.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to either
Bank.
Each Placee may be asked to disclose, in writing or orally to each Bank: (a)
if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Accredited Investor" has the meaning given to it in Appendix 1 to this Announcement;
"Acquisition" means the acquisition of the outstanding 90.9% of Seez that the Company does
not own already;
"Acquisition Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Admission" means admission of the Offer Shares to the equity shares (commercial
companies) category of the Official List and to trading on the Main Market;
"Affiliate" has the meaning given in Rule 405 under the Securities Act and, in the case of
the Company, includes its subsidiary undertakings;
"Announcement" means this announcement (including its Appendices);
"Banks" means Jefferies and Berenberg;
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London Branch;
"Bookbuild" means the bookbuilding process to be commenced by the Banks to use reasonable
endeavours to procure Placees for the Placing Shares, as described in this
Announcement and subject to the Terms and Conditions and the Placing
Agreement;
"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
"Company" or "Pinewood" means Pinewood Technologies Group plc;
"Conditions" has the meaning given to it in Appendix 1 to this Announcement;
"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
"Direct Subscription" means the subscription for Ordinary Shares at the Offer Price directly from
the Company;
"Direct Subscription Shares" means the Ordinary Shares subscribed for pursuant to the Direct Subscription;
"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"EU Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all permitted distribution
channels;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"Exchange Information" has the meaning given to it in Appendix 1 to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings;
"Intermediaries" means any intermediary financial institution that is appointed by Retail Book
Limited in connection with the Retail Offer pursuant to the master
intermediary agreement, and "Intermediary" shall mean any one of them;
"Intermediaries Agreements" means (a) each master intermediary agreement between Retail Book Limited and
an Intermediary; and (b) each offer notice provided by Retail Book Limited to
each Intermediary;
"Impel AI" means Augmented Reality Concepts, LLC, doing business as Impel AI;
"Jefferies" means Jefferies International Limited;
"Lithia" Lithia Motors, Inc.;
"London Stock Exchange" means London Stock Exchange plc;
"Main Market" means the London Stock Exchange's main market;
"Material Adverse Change" has the meaning given to such term in the Placing Agreement;
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance requirements of (a) MiFID II; (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and
(c) local implementing measures;
"NI 31-103" means National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registration Obligations;
"NI 33-105" means National Instrument 33-105 Underwriting Conflicts;
"NI 45-106" means National Instrument 45-106 Prospectus Exemptions;
"Offer" means Placing, the Direct Subscription and the Retail Offer;
"Offer Price" means the price per Ordinary Share at which the Offer Shares are to be
subscribed for;
"Offer Shares" means the Placing Shares, the Direct Subscription Shares and the Retail Offer
Shares;
"Official List" means the list of publicly listed companies maintained by the FCA;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended;
"Ordinary Share" means an ordinary share of £1.00 each in the capital of the Company;
"Permitted Client" has the meaning given to it in Appendix 1 to this Announcement;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing to take place by way of the Bookbuild for which the Banks
have been appointed as joint global coordinators and joint bookrunners (on a
several basis);
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the
results of the Placing on a Regulatory Information Service immediately
following the execution of the Placing Terms;
"Placing Shares" means the new Ordinary Shares to be subscribed for by the Placees under the
Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this Announcement;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" has the meaning given to it in Appendix 1 to this Announcement;
"Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA's list
of Regulatory Information Services;
"Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to
whom this Announcement may otherwise be lawfully communicated;
"Representatives" has the meaning given to it in Appendix 1 to this Announcement;
"Restricted Territory" means the United States, Australia, Canada, Japan, South Africa or any other
jurisdiction in which the release, publication or distribution of this
Announcement would be unlawful;
"Retail Offer" means the conditional offer of the Retail Offer Shares to be made to retail
investors by the Company through intermediaries using the RetailBook platform
and on the basis of the terms and conditions to be set out in the Retail Offer
Announcement and the Intermediaries Agreements;
"Retail Offer Announcement" means the announcement to be released alongside this Announcement giving
details, among other things, of the Retail Offer;
"Retail Offer Documents" means the engagement letter entered into by the Company and Retail Book
Limited relating to the Retail Offer and the Intermediaries Agreements;
"Retail Offer Shares" means the Offer Shares to be made available under the Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Seez" Seez App Holding Ltd.;
"Seez Consideration Shares" means the new Ordinary Shares to be issued pursuant to the Acquisition;
"Similar Law" has the meaning given to it in Appendix 1 to this Announcement;
"Subscription Agreements" means the subscription agreements entered into by each of Brian Small, Andrew
Kabrit and Impel AI today relating to the Direct Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in Chapter 3
of COBS; and (ii) eligible for distribution through all permitted distribution
channels;
"Transfer Taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
"UKLRs" means the rules and regulations made by the FCA under the FSMA;
"UK Market Abuse Regulation" means assimilated Regulation (EU) 596/2014 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK MiFID II" means assimilated EU Directive 2014/65/EU as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK MiFIR" means assimilated Regulation (EU) 600/2014 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK Product Governance Requirements" means the product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook;
"UK Prospectus Regulation" means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the
United Kingdom by virtue of the EUWA;
"UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are: (i) persons who fall within the
definition of "investment professional" in Article 19(5) of the Order; or (ii)
persons who fall within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof; and
"US Investor Letter" means the letter in the form provided by the Banks to QIBs in the United
States.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom from time to time. All references to
"US$", "$" or "dollars" are to the lawful currency of the United States of
America from time to time.
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