REG-R.E.A. Holdings plc R.E.A. Holdings plc: placing of ordinary shares
27/09/2019 07:05
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R.E.A. Holdings plc (RE.)
R.E.A. Holdings plc: placing of ordinary shares
27-Sep-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
EQS Group.
The issuer is solely responsible for the content of this announcement.
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R.E.A. Holdings plc ("REA" or the "company")
Placing of ordinary shares
The company announces that it is making arrangements to place 3,441,000
new ordinary shares of 25p each of the company (the "placing shares"),
representing some 9 per cent of the existing ordinary shares in issue, at
a subscription price of 145p per share (the "placing price").
The proceeds from the placing of the placing shares, which are estimated
to amount to £4.9 million (net of expenses of approximately £98,000), will
be applied in subscribing 85 per cent of a proposed share capital increase
by company's principal operating subsidiary, PT REA Kaltim Plantations
("REA Kaltim"). The company's partners in the ownership of REA Kaltim,
the PT Dharma Nusantara Sakti group, have indicated that they will support
the capital increase by subscribing for the balance of 15 per cent
(reflecting their existing 15 per cent interest in REA Kaltim).
In this connection, the company has today entered into a placing agreement
with Mirabaud Securities Limited ("Mirabaud") pursuant to which the latter
has agreed to use its reasonable endeavours to procure, on the company's
behalf, subscribers for a total of 1,490,000 placing shares at the placing
price, payable in full on allotment (the "institutional placing").
Mirabaud has successfully placed firm today all of the placing shares
comprised in the institutional placing. The terms and conditions of the
placing are set out in the appendix to this announcement.
In addition, REA has agreed with Emba Holdings Limited ("Emba"), a company
owned by Mr R Robinow, a non-executive director of REA, and members of his
family, and a substantial shareholder of REA, that, subject to compliance
with the relevant regulatory requirements applicable to smaller related
party transactions pursuant to Listing Rule 11.1.10 R, Emba will
participate in the placing, which participation will entail REA issuing to
Emba a further 1,940,000 placing shares at the placing price. The issue
of placing shares to Emba (the "related party placing") will be confirmed
by a further announcement.
REA has also agreed with David Blackett, chairman of REA, and Carol Gysin,
managing director of REA, that they will each participate in the placing,
in the amount of, respectively, 10,000 and 1,000 further placing shares at
the placing price (the "directors' placing").
The institutional placing, the related party placing and the directors'
placing are conditional only upon admission of the new ordinary shares to
the premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market for
listed securities. It is expected that admission, for which the company
will make application, will become effective and that dealings in the new
ordinary shares will commence at 8.00 am on 2 October 2019.
In accordance with the Prospectus Regulation Rules issued by the Financial
Conduct Authority in compliance with relevant European law, the company is
not required to publish, and accordingly is not publishing, a prospectus
in connection with the issue of the placing shares.
The placing shares will, upon issue, rank pari passu in all respects with
the existing ordinary shares of the company and, in particular, will be
entitled to any dividends payable in respect of 2019. No such dividends
have been declared to date.
As a result of the issue of the placing shares, REA's issued share capital
will comprise 43,950,529 ordinary shares of 25p each and 72,000,000 9 per
cent cumulative preference shares of £1 each.
The number of votes that may ordinarily be cast on a poll at a general
meeting of REA and that attach to the issued ordinary shares is 43,950,529
(of which 132,500 are currently held as treasury shares) and to the issued
preference shares is nil. The above figures may be used by REA
shareholders for the calculations by which they determine whether they are
required to notify their interest in, or change of interest in, shares of
REA, under the Financial Conduct Authority's Disclosure and Transparency
Rules.
Enquiries:
R.E.A Holdings plc
Tel: 020 7436 7877
Mirabaud Securities Limited
Tel: 020 3167 7220
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
COMES ARE REQUIRED BY THE COMPANY AND MIRABAUD SECURITIES TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF TRANSFERABLE SECURITIES TO
THE PUBLIC FOR THE PURPOSES OF SECTION 85 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA"). MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET
OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE EXEMPT FROM
THE GENERAL RESTRICTION SET OUT IN SECTION 21 OF FSMA ON THE COMMUNICATION
OF FINANCIAL PROMOTIONS ON THE GROUNDS THAT THEY ARE DIRECTED ONLY AT:
QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN 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
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing,
by making an oral or written offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and
to be making such offer to acquire Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements and undertakings contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix have the
meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on
whose behalf a commitment to take up Placing Shares has been given and who
has been invited to participate in the Placing by Mirabaud Securities.
Details of the Placing
Mirabaud Securities has today entered into the Placing Agreement under
which Mirabaud Securities has agreed on behalf of and as agents for the
Company, to use its reasonable endeavours to procure persons who will
(subject to the satisfaction or waiver of the conditions contained in the
Placing Agreement) subscribe for the Placing Shares at the Placing Price.
Application will be made for admission of the Placing Shares to the
premium listing segment of the Official List and to trading on the London
Stock Exchange's Main Market for listed securities ("Admission"). The
Placing Shares will be issued credited as fully paid and will on Admission
rank in full for all dividends and other distributions declared, paid or
made after Admission in respect of the Ordinary Shares and otherwise pari
passu in all respects with the existing Ordinary Shares of the Company.
Application for admission to trading
It is expected that Admission will become effective and that dealings in
the Placing Shares will commence at 8.00 a.m. on 2 October 2019
Participation in, and principal terms of, the Placing
Mirabaud Securities are arranging the Placing within the UK as agent for
and on behalf of the Company. Mirabaud Securities will determine in its
absolute discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each Placee. The
Placing is not underwritten. The price of securities and income from them
may go down as well as up and investors may not get back the full amount
on disposal of the securities.
Any indication in this Announcement of the price at which Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings per share of the Company.
On the assumption that the conditions set out in the Placing Agreement are
satisfied (or waived, where appropriate) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms on or
prior to 8.00 a.m. on 2 October 2019 (or such later date, being not later
than 8 October 2019 (the "Long Stop Date"), as Mirabaud Securities and the
Company may agree in writing), each Placee will be required to pay to
Mirabaud Securities on the Company's behalf, the Placing Price for each
Placing Share agreed to be acquired by it under the Placing in accordance
with the terms set out herein. Each Placee's obligation to acquire and pay
for Placing Shares under the Placing will be owed to Mirabaud Securities
and the Company. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Mirabaud Securities, to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to subscribe
for. Each Placee will be deemed to have read and understood the Appendix
in its entirety, to be participating in the Placing upon the terms and
conditions contained in the Appendix, and to be providing the
confirmations, representations, warranties, agreements, acknowledgements
and undertakings, in each case as contained in the Appendix. Save in the
event of fraud on its part (and to the extent permitted by the rules of
the FCA (the "FCA Rules")), neither (i) Mirabaud Securities, (ii) its
directors, officers, employees or consultants, nor (iii) to the extent not
contained within (i) or (ii), any person connected with Mirabaud
Securities as defined in the FCA Rules ((i), (ii) and (iii) being together
"affiliates" and individually an "affiliate"), shall have any liability to
Placees or to any person other than the Company in respect of the Placing
and that where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any affiliates which
it may have in respect thereof.
Conditions of the Placing
The Placing Agreement will be conditional, inter alia, on:
i. Admission having become effective by no later than 8.00 a.m. on 2
October 2019 (or by such later date as the Company and Mirabaud
Securities may agree, being no later than the Long Stop Date);and
ii. the Company having complied with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission.
If any of the conditions contained in the Placing Agreement are not
satisfied (or, where applicable, waived) or it has become incapable of
being satisfied on or before 8.00 a.m. on 2 October 2019 or such later
date as Mirabaud Securities and the Company may agree in writing (but
being not later than the Long Stop Date) the Placee's rights and
obligations hereunder shall cease and determine at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.
All obligations assumed by the Placee under the terms and conditions of
this Announcement are given to Mirabaud Securities in its capacity as
agent for the Company and are therefore directly enforceable by the
Company.
By accepting Placing Shares, each Placee irrevocably agrees that: (i) the
Company and Mirabaud Securities may jointly, in their absolute discretion,
exercise the right to extend the time for fulfilment of any of the
conditions to the Placing Agreement (provided that Admission occurs not
later than the Long Stop Date) waive, in whole or in part, fulfilment of
certain of the conditions to the Placing Agreement and may terminate the
Placing Agreement in certain circumstances prior to Admission, in each
case without consulting with any Placee. Any such extension or waiver
will not affect the Placees' commitments. If there is any change to the
timetable the Placees will be notified at the first practicable
opportunity.
Termination of the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given
by the Company for the benefit of Mirabaud Securities and indemnities
given by the Company relating to certain potential liabilities of Mirabaud
Securities. In addition, Mirabaud Securities has certain rights to
terminate the Placing Agreement at any time prior to Admission, inter
alia, in the event of force majeure or a breach of warranty which is
material in the context of the Placing. In the event that Mirabaud
Securities exercises these rights, all obligations and liabilities owed by
the Placees will cease and Mirabaud Securities will cause to be returned
to the Placee, without interest, all monies received from the Placee at
the Placee's risk.
By participating in the Placing, Placees agree that the exercise by
Mirabaud Securities of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of Mirabaud
Securities and that it need not make any reference to Placees and that it
shall have no liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be
approved by the FCA in relation to the Placing and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement (including the Appendix) released by the Company today, and
subject to the further terms set forth in the contract note to be provided
by Mirabaud Securities to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of
this Announcement (including the Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received
nor relied on any other information or representation concerning the
Company, its subsidiaries, the Placing or the Ordinary Shares. Neither the
content of the Company's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
Announcement. Neither the Company nor Mirabaud Securities nor any of their
respective officers, directors or employees 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. 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.
Registration and settlement
Settlement of transactions in the Placing Shares through DIs following
Admission will take place within the system administered by CREST, subject
to certain exceptions. The Company reserves the right to require
settlement for and delivery of the Placing Shares (or a portion thereof)
to Placees in certificated form if either Mirabaud Securities in its
absolute discretion considers this to be necessary or desirable.
A Placee's commitment to acquire a fixed number of Placing Shares under
the Placing will be agreed orally with Mirabaud Securities. Such
agreement will constitute a legally binding commitment on such Placee's
part to acquire that number of Placing Shares at the Placing Price on the
terms and conditions set out or referred to in the Appendix and subject to
the Company's Memorandum and Articles of Association.
After such agreement is entered into, each Placee allocated Placing Shares
in the Placing will be sent contract notes stating the number of Placing
Shares allocated to it at the Placing Price and settlement instructions
(the "Contract Note").
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Mirabaud
Securities. Settlement should be through Mirabaud Securities against
CREST ID: 834, account designation: Clearing. For the avoidance of doubt,
Placing allocations will be booked with a trade date of 27 September 2019
and settlement date of 2 October 2019.
The Company will deliver the Placing Shares to the CREST accounts operated
by Mirabaud Securities as agent for the Company and Mirabaud Securities
will enter its delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee against
payment.
Interest may be charged in respect of payments not received for value at
that time.
Whilst Mirabaud Securities do not believe there to be any liability to
stamp duty or stamp duty reserve tax in respect of the Placing Shares,
should any such stamp duty or stamp duty reserve tax be payable, it shall
be entirely for the Placee's account and neither the Company nor Mirabaud
Securities will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Mirabaud Securities 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 may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the 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 stamp duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, represents, warrants and agrees
(as the case may be) with the Company and Mirabaud Securities the
following:
1. it has read this Announcement, including the Appendix, in its entirety
and acknowledges and agrees that its participation in the Placing will
be governed by the terms of this Appendix;
2. its obligations are irrevocable and legally binding and shall not be
capable of rescission or termination by it in any circumstances except
fraud;
3. that the exercise by Mirabaud Securities of any rights or discretion
under the Placing Agreement shall be within the absolute discretion of
Mirabaud Securities and Mirabaud Securities need not have any
reference to the Placee and shall have no liability to it whatsoever
in connection with any decision to exercise or not to exercise any
such right and that it has no rights against Mirabaud Securities or
the Company, or any of their respective directors and employees under
the Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999;
4. that it is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or any
of the Placing Shares other than as contained in this Announcement
(including the Appendix) and that neither the Company nor Mirabaud
Securities n nor any of their respective officers, directors or
employees will have any liability for any such other information or
representation;
5. it has relied on its own investigation of the business, financial or
other position of the Company in determining whether to participate in
the Placing and neither Mirabaud Securities nor the Company nor any
of their respective affiliates nor any person acting on behalf of any
of them has provided, and will not provide, any material regarding the
Placing Shares or the Company other than the contents of this
Announcement;
6. that neither it nor, as the case may be, its clients expect Mirabaud
Securities to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability" imposed
by the FCA's Conduct of Business Source Book, and that Mirabaud
Securities is not acting for it or its clients, and that Mirabaud
Securities will not be responsible for providing protections afforded
to its clients or for providing advice in relation to the transactions
described in this letter;
7. it is not a US Person (as defined below) or a national or resident of
Canada, Australia, the Republic of South Africa, Japan or a
corporation, partnership or other entity organised under the laws of
the United States of America (the "United States"), Japan, the
Republic of South Africa or any province of Canada or Australia and
that it will not offer, sell, renounce, transfer or deliver directly
or indirectly any of the Placing Shares in the United States, Japan,
the Republic of South Africa or any province of Canada or Australia or
to or for the benefit of any US person or any person resident in the
Japan, the Republic of South Africa, or any province of Canada or
Australia and it acknowledges that the Placing Shares have not been
and will not be registered under the United States Securities Act of
1933, as amended, ("US Securities Act") and the relevant exemptions
are not being obtained from the Securities Commission of any province
of Canada and that the same are not being offered for sale and may not
be, directly or indirectly, offered, sold, renounced, transferred or
delivered in the United States, Japan, the Republic of South Africa or
any province of Canada or Australia unless pursuant to a relevant
exemption. In this Announcement, "US Person" means a citizen or
resident of the United States, a citizen or partnership or other
entity created or organised in or under the laws of the United States
or any sub-division thereof or therein and any estate or trustee which
is subject to US federal income taxation regardless of its source;
8. if it is a US person or in the United States, it meets the
requirements of qualified institutional buyers, as defined in Rule
144A under the US Securities Act;
9. it understands that if it is in the United States or a US Person and
it decides to offer, sell or otherwise transfer any of the Placing
Shares, such securities may be offered, sold or otherwise transferred
only (i) to the Company, (ii) pursuant to an effective registration
statement that covers resale of the securities, (iii) outside the
United States in accordance with Rule 904 of Regulation S under the US
Securities Act, or (iv) within the United States in a transaction that
does not require registration under the US Securities Act (including,
without limitation, pursuant to Rule 144 or Rule 144A) and in any case
in accordance with any applicable securities laws of any state of the
United States, and, with respect to clauses (iii) and (iv), the Placee
has, prior to such offer, sale or transfer, furnished to the Company
an opinion of counsel or other evidence of exemption, in either case
reasonably satisfactory to the Company;
10. it understands that if it is in the United States or a US Person, the
Placing Shares shall only be eligible for settlement through CREST if
approved by the Company, and, if requested by the Company, the Placee
provides a signed letter addressed to the Company, containing certain
representations regarding compliance with US securities laws;
11. if any Ordinary Shares offered and sold pursuant to Regulation S are
issued in certificated form, then such certificates evidencing
ownership will contain a legend substantially to the following effect
unless otherwise determined by the Company in accordance with
applicable law:
"THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR
AN EXEMPTION THEREFROM AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS."
12. if required by applicable securities laws or as otherwise reasonably
requested by the Company, the Placee will execute, deliver and file
and otherwise assist the Company in filing reports, questionnaires,
undertakings and other documents with respect to the issue of the
Placing Shares;
13. it is entitled to subscribe for the Placing Shares under the laws of
all relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will
or may result in the Company or Mirabaud Securities or any of their
respective directors, officers, employees or agents acting in breach
of any regulatory or legal requirements of any territory in connection
with the Placing or its acceptance of Placing Shares and that its
commitment constitutes a valid and binding obligation on it;
14. it has obtained all necessary capacity, consents and authorities
(regulatory or otherwise) to enable it to give its commitment to
subscribe for the Placing Shares and to perform its subscription
obligations;
15. it has such knowledge and experience in financial, business and tax
matters as to be capable of evaluating the merits and risks of its
investment in the Placing Shares and it is able to bear the economic
risks and complete loss of such investment in the Placing Shares;
16. it is acting as principal and for no other person and that its
acceptance of Placing Shares will not give a contractual right to
require the issue by the Company of any Placing Shares;
17. it will (or will procure that its nominee will), if applicable, make
notification to the Company of the interest in its shares in
accordance with the articles of association of the Company;
18. it is a Qualified Investor as defined in section 86(7) of FSMA and is
a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls within
Article 19(5) or Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom this
Announcement may otherwise lawfully be communicated;
19. if in a Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member
State"), the relevant Placee represents and warrants that:
a. it is a legal entity which is authorised or regulated to operate in
the financial markets or, if not so authorised or regulated, its
corporate purpose is solely to invest in securities; or
b. it is a legal entity which has two or more of:
i. an average of at least 250 employees during the last financial year;
ii. a total balance sheet of more than EUR 43,000,000; and/or
iii. an annual turnover of more than EUR 50,000,000, as shown in its last
annual or consolidated accounts; or
c. in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive, (i) the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors (as defined in the Prospectus
Directive) or in circumstances in which the prior consent of Mirabaud
Securities has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons; or
d. such securities are sold in any other circumstance which does not
require the publication of a prospectus by the Company pursuant to
Article 3 of the Prospectus Directive; or
e. it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises
sole investment discretion, and that, unless otherwise agreed with the
Company, it (and any such account) is subscribing for the Placing
Shares in an "offshore transaction" (within the meaning of Regulation
S under the US Securities Act);
20. it is not, nor is it acting on behalf of, a person falling within
subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96
of the Finance Act 1986;
21. that no instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) will be subject to stamp duty or SDRT at
the increased rates referred to in sections 67 or 93 (Depository
Receipts) or section 70 or 96 (Clearance Services) of the Finance Act
1986;
22. that it irrevocably appoints any director of Mirabaud Securities as
its agent for the purpose of executing and delivery 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 offered
to it by Mirabaud Securities;
23. that if it elects to receive its Placing Shares in uncertificated
form, the CREST member account identified in the Contract Note
returned by it is not marked;
24. to indemnify and hold the Company and Mirabaud Securities harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and
undertakings contained in this appendix and further agrees that the
provisions of this appendix shall survive after completion of the
Placing;
25. that its obligations will be owed to the Company and Mirabaud
Securities and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Mirabaud Securities , to
pay to Mirabaud Securities (or as it may direct) in cleared funds an
amount equal to that shown in the Contract Note;
26. that any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the
laws of England and it submits (on behalf of itself and on behalf of
any person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter arising
out of any such contract;
27. that the Company and Mirabaud Securities will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Mirabaud
Securities on its own behalf and on behalf of the Company and are
irrevocable;
28. it is aware of, have complied with and will continue to comply with
any obligations it has under the FCA's Money Laundering Rules, the
Criminal Justice Act 1993, FSMA, the Terrorism Act 2000, the Anti
Terrorism Crime and Security Act 2001 and the Proceeds of Crime Act
2002 to the extent applicable to it and in respect of its subscription
for Placing Shares: (i) it has complied fully with its obligations
pursuant to the Money Laundering Regulations 2007; and (ii) it will
provide Mirabaud Securities and/on demand with any information it may
require for the purposes of verification under the Money Laundering
Regulations 2007;
29. that to ensure compliance with the FCA's Money Laundering Rules, the
Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001,
the Proceeds of Crime Act 2002 and the Money Laundering Regulations
2007 (as applicable) each of Mirabaud Securities may, in its absolute
discretion, require verification of the Placees identity to the extent
that it has not already provided the same. Pending the provision to
Mirabaud Securities of evidence of identity, definitive certificates
in respect of Placing Shares may be retained at its absolute
discretion. If within a reasonable time after a request for
verification of identity Mirabaud Securities has not received evidence
satisfactory to it, Mirabaud Securities may, at its absolute
discretion, terminate the proposed issue of Placing Shares to the
Placee in which event the monies payable on acceptance of the
allotment will, if paid, be returned without interest to the account
of the drawee bank from which they were originally debited. No
Placing Shares will be placed with a Placee if before Admission its
acceptance of any Placing Shares is rejected pursuant to the Money
Laundering Regulations 2007;
30. that it will not make any offer to the public of those Placing Shares
to be subscribed by it for the purposes of the Prospectus Regulation
Rules issued by the FCA.
31. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which
it has the authority to give the statements set out herein) for
investment purposes only;
32. if the investor is a natural person, such investor is not under the
age of majority (18 years of age in the United Kingdom) on the date of
such investor's agreement to subscribe for Ordinary Shares under the
Placing and will not be any such person on the date any such Placing
is accepted;
33. that information provided by it to the Company and the Company's
registrars (the "Registrars") will be stored on the Company's and/or
the Registrars computer system(s). It acknowledges and agrees that for
the purposes of the Data Protection Act 1998 (the "Data Protection
Law") and other relevant data protection legislation which may be
applicable, the Company and the Registrars are required to specify the
purposes for which they will hold personal data. The Company and the
Registrars will only use such information for the purposes set out
below (collectively, the "Purposes"), being to:
i. process its personal data (including sensitive personal data) as
required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
ii. communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares;
iii. provide personal data to such third parties as the Company or the
Registrars may consider necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares or as the
Data Protection Law may require, including to third parties outside
the United Kingdom or the European Economic Area;
iv. without limitation, provide such personal data to the Company and
Mirabaud Securities for processing, notwithstanding that any such
party may be outside the United Kingdom or the EEA States; and
v. process its personal data for the Company's or Registrars' internal
administration; and
34. that it has obtained the consent of any data subject to the Registrars
and the Company and their respective associates holding and using
their personal data for the Purposes (including the explicit consent
of the data subjects for the processing of any sensitive personal data
for the purpose set out in paragraph 33 above). For the purposes of
this document, "data subject", "personal data" and "sensitive personal
data" shall have the meanings attributed to them in the Data
Protection Law.
The acknowledgements, undertakings, representations and warranties
referred to above are given to each of the Company and Mirabaud Securities
(for their own benefit, and where relevant, the benefit of their
respective affiliates) and are irrevocable. The Company and Mirabaud
Securities will rely upon the truth and accuracy of the foregoing
acknowledgements, undertakings, representations and warranties.
In addition, Placees should note that they will be liable for any stamp
duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that Mirabaud Securities owes no fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or indemnities
expected to be contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with
Mirabaud Securities, any money held in an account with Mirabaud Securities
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
Mirabaud Securities' money in accordance with the client money rules and
will be used by Mirabaud Securities in the course of its own business and
each Placee will rank only as a general creditor of Mirabaud Securities.
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
admission of the Placing Shares to the premium
"Admission" listing segment of the Official List and to
trading on the Main Market for listed securities
"Announcement" means this announcement (including the appendix
to this announcement)
"Company" R.E.A. Holdings plc
the relevant system (as defined in the
Uncertificated Securities Regulations 2001) for
"CREST" the paperless settlement of trades and the
holding of uncertificated securities operated by
Euroclear UK & Ireland Limited
"Directors" or "Board" the directors of the Company, or any duly
authorised committee thereof
the Financial Conduct Authority in its capacity
"FCA" as the competent authority for the purposes of
Part VI of FSMA
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Group" the Company, its subsidiaries and its subsidiary
undertakings
"London Stock Exchange" London Stock Exchange Plc
"Main Market" the Main Market of the London Stock Exchange
"Mirabaud Securities" Mirabaud Securities Limited
"Official List" the official list of the FCA
"Ordinary Shares" ordinary shares of 25 pence each in the capital
of the Company
"Placing" the placing of the Placing Shares at the Placing
Price
the agreement dated 27 September 2019 between
"Placing Agreement" the Company and Mirabaud Securities relating to
the Placing
"Placing Price" 145 pence per Placing Share
"Placing Shares" 3,441,000 new Ordinary Shares to be issued by the
Company
"Registrars" Link Asset Services
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
══════════════════════════════════════════════════════════════════════════
ISIN: GB0002349065
Category Code: IOE
TIDM: RE.
LEI Code: 213800YXL94R94RYG150
Sequence No.: 21497
EQS News ID: 881089
End of Announcement EQS News Service
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References
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