REG - RWS Holdings PLC - Proposed Equity Placing <Origin Href="QuoteRef">RWS.L</Origin> - Part 2

RWS HoldingsAnnouncement

18/10/2017 07:15

- Part 2: For the preceding part double click  ID:nRSR8858Ta 

investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so; 
 
9.1.24     these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and all non-contractual or other
obligations arising out of or in connection with them, shall be governed by
and construed in accordance with the laws of England and Wales and it submits
(on behalf of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or Numis in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange; 
 
9.1.25     the Company and the Banks and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties and undertakings which are given
to the Banks, on its own behalf and on behalf of the Company, and are
irrevocable; 
 
9.1.26     it irrevocably appoints any duly authorised officer of the Banks as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
acquire or purchase upon the terms of this Announcement; 
 
9.1.27     it will indemnify on an after tax basis and hold the Company,
Barclays, Numis and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, undertakings, agreements and acknowledgements in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing; 
 
9.1.28     it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the merits and
risks of subscribing for the Placing Shares; (ii) it is experienced in
investing in securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing; and (iii) it has relied upon its
own examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks involved
and has satisfied itself concerning the relevant tax, legal, currency and
other economic consideration relevant to its acquisition of Placing Shares; 
 
9.1.29     its commitment to acquire Placing Shares on the terms set out
herein and in the contract note will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's conduct of the Placing; 
 
9.1.30     neither Bank owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement; 
 
Additional representations and warranties relating to US securities laws 
 
9.1.31     it understands, and 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 securities laws of any state or other jurisdiction
of the United States and are being offered in a transaction not involving any
public offering in the United States (ii) the Placing Shares are being offered
and sold pursuant to Regulation S under the Securities Act or in a transaction
exempt, from or not subject to, the registration requirements under the
Securities Act and (iii) the Placing Shares may not be reoffered, resold,
pledged or otherwise transferred except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the Securities
Act; 
 
9.1.32     unless it is a QIB in the United States to which the Placing Shares
will be offered on a private placement basis, it, and any accounts it
represents, (i) is, or at the time the Placing Shares are acquired will be,
outside the United States and is not acquiring the Placing Shares for the
account or benefit of any person located in the United States, unless the
instruction to acquire was received from a person outside the United States
and the person giving such instruction has confirmed that it has the authority
to give such instruction, and that it has investment discretion over such
account, (ii) is acquiring the Placing Shares in an "offshore transaction" (as
defined in, and in accordance with Regulation S) and (iii) will not offer or
sell, directly or indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with Regulation S or in the
United States pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act; 
 
9.1.33     It is not subscriving 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 Regulatin D under the Securities Act; 
 
9.1.34     if unable to provide the representation in 9.1.33 above, it, and
any accounts it represents (i) is a QIB, (ii) is acquiring the Placing Shares
for its own account, or for the account managed on behalf of another QIB, and
not with a view to any distribution within the meaning of the Securities Act
or applicable state law except as set forth below, (iii) if it is acquiring
the Placing Shares as a fiduciary or agent for one or more investor accounts,
each such account is a QIB, has sole investment discretion with respect to
each such account and has full power and authority to make the
acknowledgements, representations, warranties and agreements herein on behalf
of each such account, (iv) understands and agrees that the Placing Shares are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and that the Placing Shares (to the extent they are in
certificated form), unless otherwise determined by the Company in accordance
with applicable law, will bear a legend to that effect in addition to such
other legends as the Company deems necessary or as are required under
applicable law and (v) for so long as the Placing Shares are "restricted
securities" (within the meaning of Rule 144(a)(3) under the Securities Act),
it will segregate such Placing Shares from any other shares that they hold
that are not restricted securities, shall not deposit such shares in any
depositary facility established or maintained by a depositary bank and will
only transfer such Placing Shares in accordance with the foregoing
restrictions; 
 
9.1.35     the Placing Shares will not be reoffered, resold, pledged or
otherwise transferred by it except (i) outside the United States in an
offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S, (ii) in
the United States to a person whom the seller reasonably believes is a QIB and
to whom notice is given that the offer, sale or transfer is being made in
reliance on Rule 144A under the Securities Act, (iii) pursuant to Rule 144
under the Securities Act (if available), (iv) to the Company, (v) pursuant to
an effective registration statement under the Securities Act or (vi) pursuant
to another available exemption, if any, from registration under the Securities
Act, in each case in compliance with all applicable laws; 
 
9.1.36     the Placing Shares may constitute an equity interest in a passive
foreign investment company within the meaning of Section 1297(a) of the United
States Internal Revenue Code of 1986, as amended ("PFIC"),  in the current or
any future tax year; if the Company is a PFIC, then US taxable investors may
be subject to adverse US tax consequences in respect of their investment in
the Placing Shares, (ii) neither the Company nor the Banks intend to assess
whether the Placing Shares constitute equity interests in a PFIC in any
taxable year or to provide such information as may be required to make a
"qualified electing fund" election with respect to the Placing Shares and
(iii) it is advised to consult with its own tax advisors concerning the impact
of any legislation, proposed or enacted, that could affect the application of
the PFIC rules; 
 
9.1.37     if it is a QIB, (i) it has consulted its own independent advisers
or otherwise has satisfied itself concerning, without limitation, the effects
of United States federal, state and local income tax laws and foreign tax laws
generally and the Securities Act, (ii) it has received all information that it
believes is necessary or appropriate in order to make an investment decision
in respect of the Company and the Placing Shares and (iii) it is aware and
understands that an investment in the Placing Shares involves a considerable
degree of risk and that the Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States regulatory
authority; 
 
9.1.38     it will notify any transferee to whom it subsequently reoffers,
resells, pledges or otherwise transfers the Placing Shares of the foregoing
restrictions on transfer; and 
 
9.1.39     no representation has been made as to the availability of the
exemption provided by Rule 144 or any other exemption under the Securities Act
for the reoffer, resale, pledge or transfer of the Placing Shares. 
 
9.2          The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Banks for themselves
and on behalf of the Company and are irrevocable. 
 
9.3          The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be
payable, for which neither the Company, Barclays nor Numis will be
responsible, and the 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company, Barclays and/or Numis in the
event that any of the Company, Barclays and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the relevant Bank
accordingly. 
 
9.4          Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that the Banks or any of their affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. 
 
9.5          When a Placee or person acting on behalf of the Placee is dealing
with the Banks, any money held in an account with either 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 FSMA.  The Placee acknowledges and agrees 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 the relevant Bank (as applicable). 
 
9.6          Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. 
 
9.7          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. 
 
9.8          All times and dates in this Announcement may be subject to
amendment.  Numis shall notify the Placees and any person acting on behalf of
a Placee of any changes. 
 
DEFINITIONS 
 
The following definitions apply throughout this Announcement unless the
context otherwise requires: 
 
"Acquisition Announcement" - the announcement issued by the Company today in
connection with the Transaction 
 
"Company" - RWS Holdings plc 
 
"Enlarged Group" - the Group as enlarged by the Acquisition 
 
"Group" - the Company and its subsidiary undertakings prior to completion of
the Acquisition 
 
"London Stock Exchange" - London Stock Exchange plc 
 
"Ordinary Shares" - ordinary shares of 1 pence each in the capital of the
Company 
 
"Placing" - the conditional placing of the Placing Shares at the Placing Price
by each of the Banks as agent for and on behalf of the Company pursuant to the
terms of the Placing Agreement 
 
"Placing Shares" - Up to 45,000,000 new Ordinary Shares to be issued in
connection with the Placing 
 
"Transaction" - (1) the proposed acquisition by RWS US Holding Co Inc of the
entire issued share capital of Moravia US Holding Company, Inc, and (2) the
proposed acquisition by RWS Overseas Ltd of the entire issued share capital of
Moravia Lux Holding Company, S.à.r.l. 
 
"UK" or "United Kingdom" - the United Kingdom of Great Britain and Northern
Ireland 
 
This information is provided by RNS
The company news service from the London Stock Exchange