REG - SEGRO PLC - RESULTS OF PLACING AND RETAIL OFFER

SEGROAnnouncement

28/02/2024 07:00

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RNS Number : 7138E  SEGRO PLC  28 February 2024

 

 

LEI: 213800XC35KGM9NFC641

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY JURISDICTION IN WHICH 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

 

28 February 2024

 

 

SEGRO plc

 

RESULTS OF PLACING AND RETAIL OFFER

 

SEGRO plc ("SEGRO" or the "Company" or the "Group") announces the successful
pricing of the non-pre-emptive placing of new ordinary shares of 10 pence each
in the capital of the Company (the "Ordinary Shares") announced on 27 February
2024 (the "Placing"). In light of the strong demand received both from
existing investors and potential new holders, the Board has decided to
increase the size of the raise from approximately £800 million to £900
million.

David Sleath, Chief Executive, said: "We appreciate the support from our
investor base for this equity placing and the confidence it demonstrates in
our business. In addition to the profitable growth opportunities within our
development pipeline, we expect further exciting opportunities to emerge in
the coming months which this additional capital will help us to deliver."

A total of 109,756,098 new Ordinary Shares in the capital of the Company (the
"Placing Shares") have been placed by Morgan Stanley & Co. International
plc ("Morgan Stanley") and UBS AG London Branch ("UBS", and together with
Morgan Stanley, the "Joint Bookrunners") at a price of 820 pence per Placing
Share (the "Placing Price"). Barclays Bank PLC ("Barclays") and BNP PARIBAS
("BNPP") are acting as co-bookrunners in connection with the Placing (Barclays
and BNPP together, the "Co-Bookrunners" and together with the Joint
Bookrunners, the "Banks").

Concurrently with the Placing, retail and other investors have subscribed in
the offer made by the Company via the PrimaryBid platform for a total of
829,268 new Ordinary Shares in the capital of the Company (the "Retail Offer
Shares") at the Placing Price (the "Retail Offer").

The Placing and Retail Offer in aggregate comprised 110,585,366 new Ordinary
Shares which will raise gross proceeds of approximately £907 million for the
Company. The Placing Price of 820 pence represents a discount of 3.4% per cent
to the closing price on 27 February 2024, which was 849 pence. The Placing
Shares and Retail Offer Shares, in aggregate, represent approximately 9.0% per
cent of the existing issued ordinary share capital of SEGRO prior to the
Placing. The dilutive impact for existing SEGRO shareholders resulting from
the Placing and the Retail Offer represents approximately 8.3% per cent. of
the Company's issued share capital.

SEGRO consulted with a number of its major shareholders prior to the Placing
and has respected the principles of pre-emption through the allocation
process.

For purposes of the Listing Rules set forth in the Financial Conduct Authority
("FCA") Handbook (the "Listing Rules") only, BlackRock Inc. ("BlackRock") is a
substantial shareholder of the Company and is therefore classified as a
related party thereunder. BlackRock has indirectly through certain of its
subsidiary undertakings participated in the Placing and agreed to subscribe
for a total of 11,128,442 Placing Shares at the Placing Price for an aggregate
value of £91,253,224. Following BlackRock's participation in the Placing, it
will be entitled to control the exercise of voting rights in respect of
approximately 10.9% per cent. of the Company's issued share capital. The
participation in the Placing by BlackRock constitutes a "smaller" related
party transaction and falls within Listing Rule 11.1.10R(1) and this
announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

Applications have been made to the FCA and London Stock Exchange plc (the
"LSE") respectively for the admission of the Placing Shares and the Retail
Offer Shares to the premium listing segment of the Official List of the FCA
and to trading on the main market for listed securities of the LSE and to
Euronext Paris S.A. for admission to listing and trading on Euronext in Paris,
France ("Euronext Paris") (together, "Admission"). It is expected that
Admission will become effective on or before 8.00 a.m. (London time) / 9.00
a.m. (Paris time) on 1 March 2024. The Placing and the Retail Offer are
conditional upon, amongst other things, Admission becoming effective and upon
the placing agreement between the Company and the Banks not being terminated
in accordance with its terms.

The Placing Shares and Retail Offer Shares will, when issued, be credited as
fully paid and rank pari passu in all respects 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 issue.

For purposes of the Disclosure Guidance and Transparency Rules, following
Admission, the total number of shares in issue in the Company will be
1,338,190,555. SEGRO currently holds no shares as treasury shares, and,
therefore, following Admission, the total number of voting shares in SEGRO in
issue will be 1,338,190,555. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Disclosure Guidance and Transparency Rules.

The person responsible for arranging release of this Announcement on behalf of
SEGRO is Stephanie Murton.

For further information on the Announcement, please contact:

SEGRO
plc:
     +44 (0) 20 7451 9048

David Sleath, Chief Executive

Soumen Das, Chief Financial Officer

Harry Stokes, Commercial Finance Director

Claire Mogford, Head of Investor Relations
 

Morgan Stanley (Joint Bookrunner):
                        +44 (0) 20 7425 8000

Nick White

Tom Perry

Saravanan Nagappan

Jessica Pauley

Emma Whitehouse

 

UBS Investment Bank (Joint
Bookrunner):
+44 (0) 20 7567 8000

Fergus Horrobin

Jonathan Retter

Aadhar Patel

George Dracup

Alex Bloch

 

Media Enquiries:

Gary Gaskarth, External Communications Manager
                        +44 (0) 20 7451 9069

Richard Sunderland, FTI Consulting
                            +44 (0) 20 3727 1000

Eve Kirmatzis, FTI Consulting
                                   +44 (0) 20 3727 1000

 

 

Pre-Emption Group Reporting

 

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

 

 Name of issuer        SEGRO plc
 Transaction details   In aggregate, the Placing and Retail Offer of 110,585,366 ordinary shares
                       represents approximately 9.0% of the Company's issued ordinary share capital.

                       Settlement for the Placing Shares and Retail Offer Shares are expected to take
                       place on or before 8.00 a.m. (London time) / 9.00 a.m. (Paris time) on 1
                       March 2024.
 Use of proceeds       The proceeds of the Placing and Retail Offer of approximately £907 million in
                       aggregate will allow the SEGRO group to pursue additional growth
                       opportunities, including new and existing development projects and to take
                       advantage of potential acquisition opportunities which may arise, whilst
                       maintaining a strong balance sheet.
 Quantum of proceeds   In aggregate, the Placing and Retail Offer will raise gross proceeds of
                       approximately £907 million and net proceeds of approximately £890 million.
 Discount              The Placing Price represents a discount of approximately 3.4% per cent. to 849
                       pence, which was the closing price on 27 February 2024.
 Allocations           Soft pre-emption has been adhered to in the allocations process. The Company
                       was involved in the allocations process, which has been carried out in
                       compliance with all applicable MiFID II allocation requirements. Allocations
                       made outside of soft pre-emption were preferentially directed towards existing
                       shareholders in excess of their pro rata, and wall-crossed accounts.
 Consultation          The Joint Bookrunners undertook a pre-launch wall-crossing process, including
                       consultation with major shareholders, to the extent reasonably practicable and
                       permitted by law.
 Retail investors      The Placing was accompanied by a Retail Offer, for a total of 829,268 Ordinary
                       Shares, via the PrimaryBid platform.

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

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through PrimaryBid's free-to-use
                       direct channel. As such, to the extent practicable on the transaction
                       timetable, eligible UK retail investors (including certificated retail
                       shareholders) had the opportunity to participate in the Retail Offer alongside
                       institutional investors.

 

 

About SEGRO

 

SEGRO is a UK Real Estate Investment Trust (REIT), listed on the London Stock
Exchange and Euronext Paris, and is a leading owner, manager and developer of
modern warehouses and industrial property. It owns or manages 10.4 million
square metres of space (112 million square feet) valued at £20.7 billion as
at 31 December 2023, serving customers from a wide range of industry sectors.
Its properties are located in and around major cities and at key
transportation hubs in the UK and in seven other European countries.

For over 100 years SEGRO has been creating the space that enables
extraordinary things to happen. From modern big box warehouses, used primarily
for regional, national and international distribution hubs, to urban
warehousing located close to major population centres and business districts,
it provides high-quality assets that allow its customers to thrive.

A commitment to be a force for societal and environmental good is integral to
SEGRO's purpose and strategy. Its Responsible SEGRO framework focuses on three
long-term priorities where the company believes it can make the greatest
impact: Championing low-carbon growth, Investing in local communities and
environments and Nurturing talent.

See www.SEGRO.com for further information.

 

IMPORTANT NOTICES

This Announcement and the information contained herein, 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 of
America, its territories and possessions, any state of the United States or
the District of Columbia (collectively, the "United States"), Australia,
Canada, Republic of South Africa, Japan or any other jurisdiction in which
such publication, release or distribution would be unlawful.

No action has been taken by the Company or the Banks, or any of their
respective affiliates, or any person acting on its or their behalf, that
would, or which is intended to, permit a public offer of the Placing Shares in
any jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to the
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 jurisdictions. Persons into whose possession this
Announcement comes shall inform themselves about, and observe, such
restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU
Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms
part of UK domestic law as amended from time to time by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation" and together with
the EU Prospectus Regulation, the "Prospectus Regulations" ) to be published.
Persons needing advice should consult an independent financial adviser.

This Announcement is for information purposes only and does not constitute an
offer or invitation to underwrite, buy, subscribe, sell or issue, or the
solicitation of an offer to buy, sell, acquire, dispose or subscribe for, the
Placing Shares, the Retail Offer Shares or any other security in the United
States, Australia, Canada, Republic of South Africa, Japan or in any
jurisdiction in which, or to any persons to whom, such offering, solicitation
or sale would be unlawful or require registration.

The Placing Shares and the Retail Offer Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
State or other jurisdiction of the United States. There will be no public
offering of the Placing Shares or the Retail Offer Shares in the United
States.

The Placing and the Retail Offer have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any State
securities commission or 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 Retail Offer, or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.

Neither the Placing Shares nor the Retail Offer Shares have been, nor will
they be, qualified for distribution to the public in Canada pursuant to a
prospectus filed with the securities regulatory authority 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; and neither the Placing Shares nor the Retail Offer Shares have been,
and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Republic of South Africa or Japan. Accordingly, neither the Placing Shares nor
the Retail Offer Shares may (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, Republic of South Africa, Japan or
any other jurisdiction outside the United Kingdom or to, or for the account or
benefit of any national, resident or citizen of Australia, Republic of South
Africa, Japan or to any investor located or resident in Canada.

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

NOTICE TO CANADIAN INVESTORS

The Placing Shares may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this offering
memorandum (including any amendment thereto) 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 Agents are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in 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) persons in member states of the European Economic
Area, who are "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation, or (b) persons in the United Kingdom (i) who are
"qualified investors" within the meaning of Article 2(e) of the UK Prospectus
Regulation and who are investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the
Order, or (c) in the case of persons located in the United States, persons who
are reasonably believed to be "qualified institutional buyers" (as defined in
Rule 144A under the US Securities Act of 1933, as amended), or (d) persons to
whom it may otherwise be lawfully communicated (all such persons in (a), (b),
(c) and (d) together being referred to as "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.

Morgan Stanley & Co. International plc is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. UBS AG London
Branch is authorised and regulated by the Financial Market Supervisory
Authority in Switzerland and authorised by the Prudential Regulatory Authority
and subject to regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United Kingdom.
Barclays Bank PLC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority. BNP PARIBAS is authorised and regulated by
the European Central Bank and the Autorité de contrôle prudentiel et de
résolution, and is authorised by the Prudential Regulation Authority and is
subject to regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority. The Banks are acting for
the Company in connection with the Placing and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their clients nor for providing advice to any other person in
relation to the Placing and/or any other matter referred to in this
Announcement. As required by applicable securities laws, the licensing status
of the Joint Bookrunners in the Republic of South Africa is as follows: Morgan
Stanley & Co. International plc holds an exemption from the licensing
requirement of the Financial Advisory and Intermediary Services Act 37 of 2002
("FAIS") and it is therefore not regulated in the Republic of South Africa,
while UBS AG London Branch holds a financial services provider ("FSP") licence
(under FSP number: 30475) granted in terms of section 7(1) of FAIS).

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks nor any of their respective affiliates or agents (or any
of their respective directors, officers, employees or advisers or any person
acting on their behalf) for the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Bank or any of
their respective Affiliates in connection with the Company, the Placing Shares
or the Placing and any responsibility therefor is expressly disclaimed. The
Banks and each of their respective Affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is made by
any Bank or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.

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 or the Retail Offer Shares. Any investment
decision to buy Placing Shares in the Placing or Retail Offer Shares must be
made solely on the basis of publicly available information, which has not been
independently verified by the Banks. 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 for future performance and persons reading this Announcement should
consult an independent financial adviser.

This Announcement contains certain forward-looking statements with respect to
certain of the Company's current expectations and projections about future
performance, anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes use words
such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts and reflect the directors' beliefs and expectations and involve a number
of risks, uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These
statements are subject to unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice
and, except as required by applicable law, neither the Company nor the Banks
assume any responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement. No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily match or
exceed the historical or published earnings of the Company.

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.

In connection with the Placing, each of the Banks and any of their 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, 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
affiliates acting in such capacity. In addition, the Banks and any of their
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. The Banks
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

The most recent Annual Report of the Group (which includes a section entitled
"Managing Risks" that describes the risk factors that may affect the Group's
business and financial performance) and other information about the Group are
available on the SEGRO website at www.SEGRO.com. Neither the contents of the
SEGRO website nor any website accessible by hyperlinks on the SEGRO website is
incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation to acquire any
securities of the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (i) (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 (ii)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the 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 MiFID II or the FCA Handbook
Conduct of Business Sourcebook (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance Sourcebook (as
applicable) (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors (for the purposes of the Product Governance
Requirements) 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, Morgan Stanley & Co.
International plc and UBS AG London Branch 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 MiFID
II or the FCA Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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