REG - Severn Trent PLC - Proposed placing of new ordinary shares
29/09/2023 07:15
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RNS Number : 0805O Severn Trent PLC 29 September 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 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 CONTAINS INSIDE INFORMATION
For immediate release
29 September 2023
Severn Trent Plc
("Severn Trent", the "Company" or the "Group")
Proposed placing of new ordinary shares
Severn Trent today announces an equity issue to raise gross proceeds of
approximately £1 billion (the "Equity Issue"). The Equity Issue comprises the
issue of new ordinary shares of 97(17/19) pence each in the capital of the
Company ("New Ordinary Shares") through:
· a non-pre-emptive placing to institutional investors by the issue of New
Ordinary Shares (the "Placing Shares") at the Placing Price (the "Placing") to
raise gross proceeds of approximately £500 million;
· an investment from Qatar Investment Authority ("QIA") of £500 million,
pursuant to which QIA has committed to subscribe for New Ordinary Shares (the
"Subscription Shares") at the Placing Price (the "Subscription");
· a separate offer, in conjunction with the Placing, made today by the Company
of New Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the
"Retail Offer") via PrimaryBid, to provide retail investors in the United
Kingdom with an opportunity to acquire Retail Offer Shares, contributing up to
the GBP equivalent of €8 million. A separate announcement will be made
shortly regarding the Retail Offer and its terms; and
· the intended subscription by certain directors of the Company for New Ordinary
Shares (the "Director Subscription Shares") at the Placing Price (the
"Director Subscription"), contributing approximately £275,000 in total.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this announcement.
Together, the total number of New Ordinary Shares are expected to represent
approximately 19 per cent. of the existing issued share capital of the
Company.
Rationale for the Equity Issue and Use of Proceeds
Concurrently with this announcement, Severn Trent has today published an
Investor Summary of the business plan for its subsidiary Severn Trent Water
for the regulatory period beginning 1 April 2025 until 31 March 2030 ("AMP8")
which it intends to submit to Ofwat on 2 October 2023.
This ambitious plan builds on Severn Trent's strong track record of
operational and financial outperformance and will deliver for customers, the
environment, the region and shareholders, consolidating Severn Trent's
position as sector leader.
In particular, the business plan and associated Equity Issue:
· Include a step-change in investment, with £12.9 billion of total expenditure
in real terms (including £5.0 billion of enhancement expenditure), driving
31% real RCV growth over AMP8
· Provide a platform to continue Severn Trent's strong track record across the
three pillars of RoRE outperformance: Totex, ODIs, and financing
· Ensure Severn Trent Water is responsibly funded from the outset, with average
gearing of 65.2% expected for AMP8 as Severn Trent continues to target
investment grade credit rating of BBB+/Baa1 for Severn Trent Water
· Enable investment in the outcomes Severn Trent's customers prioritise the
most, including a substantial programme of sustainability-led investment and
step change reductions in key measures including leakage, pollutions and storm
overflow spills
The Equity Issue also allows Severn Trent to accelerate its investment through
utilisation of the two year transition period where approximately £400
million has been earmarked and positions Severn Trent to deliver through the
AMP8 period.
The proposed issue and allotment of the New Ordinary Shares is within the
existing shareholder authorities granted to the Company at its Annual General
Meeting held on 6 July 2023. The board of directors of the Company believes
that the Placing, Subscription, Retail Offer and Director Subscription are in
the best interests of shareholders and the Company's wider stakeholders.
Details of the Placing
Prior to launch of the Placing, the Company consulted with a significant
number of its shareholders to assess their feedback as to the purpose of the
Placing. Feedback from this consultation was supportive and as a result the
Board has concluded that the Placing is in the best interests of shareholders
and wider stakeholders and will promote the long-term success of the Company.
Accordingly, the Company has chosen to proceed with the Placing.
Merrill Lynch International ("BofA Securities") and Morgan Stanley & Co.
International ("Morgan Stanley") are acting as Joint Global Coordinators,
Joint Bookrunners and Joint Corporate Brokers, and Citigroup Global Markets
Limited ("Citi") is acting as Joint Bookrunner (together with BofA Securities
and Morgan Stanley, the "Joint Bookrunners") in connection with the Placing.
Rothschild & Co is acting as Financial Adviser to the Company.
The Placing is subject to the terms and conditions set out in the Appendix to
this announcement (which forms part of this announcement, such announcement
and the Appendix together being the "Announcement"). The Joint Bookrunners
will today commence the Bookbuild in respect of the Placing. The price per
ordinary share at which the Placing Shares are to be placed (the "Placing
Price") will be decided at the close of the Bookbuild. The book will open with
immediate effect following this Announcement. The timing of the closing of the
book, pricing and allocations are at the discretion of the Joint Bookrunners
and Severn Trent. Details of the Placing Price, the number of Placing Shares,
Subscription Shares, Retail Offer Shares and Director Subscription Shares will
be announced as soon as practicable after the close of the Bookbuild.
The New Ordinary Shares if issued, will be fully paid and will rank pari passu
in all respects with the existing ordinary shares of the Company, including
the right to receive all dividends and other distributions declared, made or
paid after the date of issue.
Application will be made for the New Ordinary Shares to be admitted to the
premium listing segment of the Official List (the "Official List") of the
Financial Conduct Authority (the "FCA") and to be admitted to trading on the
main market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange") (together, "Admission"). Settlement of the New
Ordinary Shares and Admission are expected to take place on or around 8.00
a.m. on 3 October 2023.
The Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company and the Joint
Bookrunners (the "Placing Agreement") not being terminated in accordance with
its terms. The Appendix sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
On 29 September 2023, the Company entered into a subscription agreement with
Qatar Holding LLC (the "Subscription Agreement") pursuant to which QIA
committed to subscribe £500 million for Subscription Shares at the Placing
Price, subject to the terms of the Subscription Agreement, including certain
limits on the Placing Price. The Subscription is conditional on, among other
things, neither the Subscription Agreement nor the Placing Agreement having
been terminated on or before Admission, the Company raising gross proceeds of
at least £1 billion from the Equity Issue, and Admission becoming effective.
Pursuant to the Subscription Agreement, QIA has agreed to a lock-up for a
period of 90 days following Admission in respect of the Subscription Shares,
subject to customary carve-outs and waiver by the Company.
The Retail Offer will be made on the terms outlined in a separate announcement
to be made shortly. The Retail Offer is conditional on the Placing, but the
Placing is not conditional on the Retail Offer.
The Director Subscription Shares will be subscribed for on the basis agreed
pursuant to subscription letters between certain directors of the Company and
the Company, rather than pursuant to the terms and conditions of the Placing
contained in the Appendix to this Announcement.
About QIA
Qatar Investment Authority is the sovereign wealth fund of the State of Qatar.
QIA was founded in 2005 to invest and manage the state reserve funds. QIA is
among the largest and most active sovereign wealth funds globally. QIA invests
across a wide range of asset classes and regions as well as in partnership
with leading institutions around the world to build a global and diversified
investment portfolio with a long-term perspective that can deliver sustainable
returns and contribute to the prosperity of the State of Qatar
The person responsible for making this Announcement on behalf of the Company
is Hannah Woodall-Pagan, Group Company Secretary.
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.
For further information on the Announcement, please contact:
Severn Trent Plc:
Rachel Martin, Head of Investor Relations +44 (0)7824 624 011
BofA Securities (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
+44 (0)20 7628 1000
Peter Luck
Patrick De Loe
Oliver Elias
Alexander Penney
Morgan Stanley (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
+44 (0)20 7425 8000
Ben Grindley
Melissa Godoy
Francesco Puletti
Sean Cox
Citi (Joint Bookrunner)
+44 (0)20 7500 5000
Simon Lindsay
Sian Evans
Patrick Evans
Christopher Wren
Rothschild & Co (Financial Adviser to Severn Trent Plc)
+44 (0)20 7280 5000
John Deans
Emmet Walsh
Robert Barnes
Colm Burns
Media enquiries:
Jonathan Sibun, Teneo +44 (0)20 7353 4200
Press Office, Severn Trent Plc +44 (0)24 7771 5640
IMPORTANT NOTICES
No action has been taken by the Company or Merrill Lynch International ("BofA
Securities") or Morgan Stanley & Co. International plc ("Morgan Stanley",
and together with BofA Securities, the "Joint Global Coordinators") or
Citigroup Global Markets Limited ("Citi", and together with the Joint Global
Coordinators, the "Joint Bookrunners") or N.M. Rothschild & Sons Limited
("Rothschild & Co"), or any of their respective Affiliates, or any of its
or their respective agents, directors, officers or employees (collectively,
"Representatives") that would, or which is intended to, permit an offer of the
securities referred to herein or result in the possession or distribution of
this Announcement or any other offering or publicity material relating to the
securities referred to herein 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
"Prospectus Regulation") and the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") to be published. Persons needing advice should consult
an independent financial adviser.
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 the Joint Bookrunners or Rothschild & Co or by any of their
respective Affiliates or Representatives 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 any of the Joint Bookrunners or Rothschild & Co
or any of their respective Affiliates or Representatives in connection with
the Company, the Placing Shares, the Subscription Shares, the Director
Subscription Shares, the Retail Offer Shares, the Placing, the Subscription,
the Director Subscription or the Retail Offer and any liability therefor is
expressly disclaimed. The Joint Bookrunners and Rothschild & Co and each
of their respective Affiliates or Representatives 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 of the Joint Bookrunners or Rothschild & Co or any of their
respective Affiliates or Representatives as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and my only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at
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
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii) persons to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is lawful to do
so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.
The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or the Joint Bookrunners or Rothschild
& Co or any of their respective Affiliates that 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. Persons into whose
possession this announcement comes are required by the Company and the Joint
Bookrunners and Rothschild & Co to inform themselves about and to observe
any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE 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, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN 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 HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 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 or sold 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 the securities laws of any state or any other jurisdiction of
the United States. The securities referred to herein may not be offered and
sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.
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 MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as respectively defined in paragraphs 3.5 and
3.6 of the FCA Handbook Conduct of Business Sourcebook ; and (ii) eligible for
distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, BofA Securities,
Citi and Morgan Stanley will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the securities referred to
herein 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 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) 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; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(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, BofA Securities,
Citi and Morgan Stanley 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 (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.
Forward looking information
This Announcement contains (or may contain) 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, many of which are beyond the Company's control, 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 Joint Bookrunners
or Rothschild & Co assume any responsibility or obligation and each
expressly disclaim any obligation or undertaking to update publicly or review
any of the forward-looking statements contained herein, whether as a result of
new information, future events or otherwise, unless required to do so by
applicable law or regulation. The final PR24 Business Plan is subject to
approval by Ofwat and there can be no assurance that the PR24 Business Plan
will be approved, in whole or in part. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
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 as a profit
forecast or 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, as appropriate,
for the current or future 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. Past performance is no guide for
future performance and persons reading this Announcement should consult an
independent financial adviser.
This Announcement does not constitute a recommendation to acquire any
securities of the Company. 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. Any investment decision
to buy Placing Shares in the Placing must be made solely on the basis of
publicly available information, which has not been independently verified by
the Joint Bookrunners or Rothschild & Co.
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, the Joint Bookrunners 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 Joint Bookrunners.
BofA Securities, Citi and Morgan Stanley are each authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the Financial Conduct Authority. Each of BofA
Securities, Citi and Morgan Stanley is acting exclusively for the Company and
no one else in connection with the Placing, the content of this Announcement
and other matters described in this Announcement. BofA Securities, Citi and
Morgan Stanley will not regard any other person as their respective clients in
relation to the Placing, the content of this Announcement and 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 their respective 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 this Announcement.
In connection with the Placing, each of BofA Securities, Citi and Morgan
Stanley 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 Joint Bookrunners and any of their Affiliates
acting in such capacity. In addition, the Joint Bookrunners and any of their
Affiliates may enter into financing arrangements (including swaps) with
investors in connection with which the Joint Bookrunners and any of their
respective Affiliates may from time to time acquire, hold or dispose of
shares. The Joint Bookrunners 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 Joint Bookrunners are not acting for the
Company with respect to the Retail Offer.
The most recent Annual Report of the Group and other information about the
Group are available on the Severn Trent website at www.severntrent.com.
Neither the contents 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.
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.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "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) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (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, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE 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. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR 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 AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
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. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED KINGDOM, THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of the Placing Shares will be made in the United
Kingdom, the United States, any other Restricted Territory or elsewhere.
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, the Republic of South Africa or Japan (each a
"Restricted Territory") or in any jurisdiction in which such publication or
distribution is unlawful. The 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 or Merrill Lynch International ("BofA Securities") or Morgan Stanley
& Co. International plc ("Morgan Stanley", and together with BofA
Securities, the "Joint Global Coordinators") or Citigroup Global Markets
Limited ("Citi", and together with the Joint Global Coordinators, the "Joint
Bookrunners") or N.M. Rothschild & Sons Limited ("Rothschild & Co") or
any of their respective Affiliates or 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. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any such
action. Persons into whose possession this Announcement comes are required by
the Company and the Joint Bookrunners and Rothschild & Co to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation (in respect of the UK) and the Prospectus
Regulation (in respect of any member state of the EEA) 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 ("FSMA") 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
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.
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.
No prospectus has been filed with any 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 the merits of
the Placing Shares and any representation to the contrary is an offence. In
Canada, the Placing Shares may only be offered and sold on a private placement
basis in the provinces of Alberta, British Columbia, Ontario and Quebec and
are exempt from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws. Any resale of Placing
Shares acquired by a Canadian investor in the Placing must be made in
accordance with applicable Canadian securities laws, which resale restrictions
may under circumstances apply to resales of the Placing Shares outside of
Canada.
As applicable, each Canadian investor who purchases the Placing Shares will be
deemed to have represented to the Company, the Joint Bookrunners 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" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario); (iii) is a
"permitted client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103"), and (iv) is purchasing the Placing Shares from (A)
a dealer registered as an "investment dealer" or "exempt market dealer" as
defined in section 1.1 of NI 31-103, or (B) a dealer permitted to rely on the
"international dealer exemption" contained in section 8.18 of NI 31-103, in
which case, the investor also acknowledges that the investor has been notified
by such dealer: (1) that the dealer is not registered in the local
jurisdiction to make the trade and that all or substantially all of the assets
of the person or company may be situated out of Canada; and (2) of the
dealer's jurisdiction of residence and the name and address of the agent for
service of process of the person or company in the local jurisdiction and that
there may be difficulty enforcing legal rights against the person or company
because of the foregoing.
If, in connection with a distribution of an eligible foreign security as
defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and
Registration Exemptions and in Multilateral Instrument 45-107 Listing
Representation and Statutory Rights of Action Disclosure Exemptions, we
deliver to you an offering document that constitutes an offering memorandum
under applicable securities laws in Canada, you may have, depending on the
province or territory of Canada in which the trade was made to you, remedies
for rescission or damages if the offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by you within the time limit prescribed by
the securities legislation of your province or territory. You should refer to
any applicable provisions of the securities legislation of your province or
territory for the 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 Placing is conducted pursuant to an exemption from the
requirement that Canadian investors be provided with certain underwriting
conflicts of interest disclosure that would otherwise be required pursuant to
subsection 2.1(1) of NI 33-105.
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 any of the Joint Bookrunners or Rothschild & Co or any of
their respective Affiliates or Representatives as to or in relation to, the
accuracy or completeness of 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.
The Joint Bookrunners and Rothschild & Co are acting exclusively for the
Company and no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than the Company
for providing the protections afforded to their clients nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company or the Joint Bookrunners or Rothschild & Co or their
respective Affiliates or Representatives 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 its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, 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, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
b) except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it and any account with
respect to which it exercises sole investment discretion, is either (i)
outside the United States subscribing for the Placing Shares in an offshore
transaction as defined in and in accordance with Regulation S under the
Securities Act or (ii) a "qualified institutional buyer" (each a "QIB") as
defined in Rule 144A under the Securities Act ("Rule 144A"); and
c) if it is a financial intermediary, as that term is used in Article 2(d)
of the Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this Appendix and
that any Placing Shares acquired by it in the Placing will not be acquired on
a non-discretionary basis on behalf of, nor will they be acquired 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 resale in a member
state of the EEA to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the Joint
Bookrunners or Rothschild & Co has been given to each such proposed offer
or resale.
The Company and the Joint Bookrunners and Rothschild & Co will rely on the
truth and accuracy of the foregoing representations, warranties and
acknowledgements. No representation is made by any of the Joint Bookrunners or
Rothschild & Co to any Placees regarding an investment in the Placing
Shares.
Bookbuild
Following this Announcement, the Joint Bookrunners will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. 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. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
The Joint Bookrunners 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
BofA Securities, Citi and Morgan Stanley are acting as joint bookrunners in
connection with the Placing. The Joint Bookrunners have entered into an
agreement with the Company (the "Placing Agreement") under which, subject to
the conditions set out therein, they have agreed as agents for the Company to
use their respective reasonable endeavours to procure Placees for the Placing
Shares at a price determined following completion of the Bookbuild and as set
out in the Placing Agreement, or failing which to subscribe as principal
severally (and not jointly or jointly and severally) for the Placing Shares.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Placing Price") and the final number of Placing Shares will be decided at the
close of the Bookbuild following the execution of the terms of subscription by
the Company and the Joint Bookrunners (the "Terms of Subscription"). The
timing of the closing of the book, pricing and allocations are at the
discretion of the Company and the Joint Bookrunners. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares (other than treasury shares which are non-voting and
do not qualify for dividends), including the right to receive all dividends
and other distributions declared, made or paid in respect of the Ordinary
Shares after the Closing Date. The Placing Shares will be issued free of any
claims, encumbrances, liens, charges or other security interests.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing Shares on its
Main Market for listed securities ("Admission").
It is expected that Admission will become effective at 8.00 a.m. on 3 October
2023 (or such later time and/or date as may be agreed between the Company and
the Joint Bookrunners) and that dealings in the Placing Shares will commence
at that time.
The Joint Bookrunners are not acting for the Company with respect to the
Retail Offer.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company. Participation
will only be available to persons who may lawfully be, and are, invited to
participate by any of the Joint Bookrunners. Each of the Joint Bookrunners and
their respective Affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable
to the Joint Bookrunners by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing will be
agreed between the Joint Bookrunners and the Company following completion of
the Bookbuild. The Placing Price will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at one of the Joint
Bookrunners. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company and the Joint Bookrunners or at prices
up to a price limit specified in its bid. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 6 below.
4. The Bookbuild is expected to close no later than 17:00 p.m. (London
time) on 29 September 2023 but may be closed earlier or later, at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
5. Each Placee's allocation will be confirmed to Placees orally by the
relevant Joint Bookrunner following the close of the Bookbuild, and a trade
confirmation will be dispatched as soon as possible thereafter. Subject to
paragraph 7 below, the relevant Joint Bookrunner's oral confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such Joint
Bookrunner and the Company, under which such Placee agrees to acquire the
number of Placing Shares allocated to it and to pay the relevant Placing Price
at the times and on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents. The Company will make a
further announcement following the close of the Bookbuild detailing the number
of Placing Shares to be issued and the price at which the Placing Shares have
been placed.
6. Subject to paragraphs 2 and 3 above, the Joint Bookrunners will, in
effecting the Placing, agree with the Company 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 they may determine. The Joint Bookrunners may
also, notwithstanding paragraphs 2 and 3 above and subject to the prior
consent of the Company, (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Joint Bookrunners.
7. The allocation of Placing Shares to Placees located in the United
States shall be conditional on the execution by each Placee of an Investor
Representation Letter in the form provided to it by one of the Joint
Bookrunners or its Affiliates.
8. 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 relevant Joint Bookrunner's
consent 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 Joint Bookrunner, to
pay it (or as it may direct) at the relevant time(s) in cleared funds an
amount equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire. Such Placees' obligations will
be owed to the relevant Joint Bookrunner.
9. Except as required by law or regulation, no press release or other
announcement will be made by any of the Joint Bookrunners 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 acquired
pursuant to the Placing will be required to be made at the same times, 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 a Joint
Bookrunner.
13. To the fullest extent permissible by law, none of the Joint Bookrunners,
the Company or any of their respective Affiliates or Representatives, nor any
person acting on any of their respective behalfs, shall have any
responsibility or liability (whether in contract, tort or otherwise) to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Bookrunners, nor the Company, nor
any of their respective Affiliates or Representatives shall have any
responsibility or liability (whether in contract, tort or otherwise and
including to the extent permissible by law or any fiduciary duties) in respect
of the Joint Bookrunners' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Bookrunners, their respective
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 Joint
Bookrunners' obligations under the Placing Agreement are conditional on
certain customary conditions, including:
a) the publication of the Company's announcements regarding the publication
of a summary of the PR24 Business Plan and the details of the Placing on a
Regulatory Information Service by no later than 8:00 a.m. on the date of the
Placing Agreement (or such later time and/or date as the Company and the Joint
Bookrunners may agree);
b) the Subscription Agreement having been executed and delivered by Qatar
Holding LLC and the Company by no later than 8.00 a.m. on the date of the
Placing Agreement (or such later time and/or date as the Company and the Joint
Bookrunners may agree), remaining in full force and effect and not having been
terminated;
c) the Terms of Subscription having been executed and delivered by the
Company and the Joint Bookrunners by no later than 5:00 p.m. on the date of
the Placing Agreement (or such later time and/or date as the Company and the
Joint Global Coordinators may agree);
d) the publication of the results of the Placing on a Regulatory Information
Service as soon as reasonably practicable following the execution of the Terms
of Subscription and in any event by 8:00 a.m. on the business day following
the date of the Placing Agreement (or such later time and/or date as the
Company and the Joint Global Coordinators may agree);
e) each of the representations and warranties on the part of the Company
in the Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the Pricing Date, and the Closing Date as
though they had been given and made on such dates by reference to the facts
and circumstances then subsisting;
f) the Company having complied with its obligations under the Placing
Agreement or under the terms or conditions of the Placing which fall to be
performed on or prior to the Closing Date save where, in the opinion of the
Joint Global Coordinators, acting together and in good faith, such
non-compliance is not (singly or in the aggregate) material in the context of
the Placing or Admission;
g) there not having occurred, in the good faith opinion of the Joint
Global Coordinators, any material adverse change since the date of the Placing
Agreement at any time before the Closing Date (whether or not foreseeable at
the date of the Placing Agreement);
h) other than certain announcements contemplated in connection with the
Placing and Admission, no supplementary announcement being required to be
published in connection with the Placing prior to Admission other than would
not, in the good faith opinion of the Joint Bookrunners, be expected to be
adverse to the Placing;
i) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
j) the delivery of certain documents by the Company (including customary
legal opinions) to the Joint Bookrunners; and
k) Admission of the Placing Shares occurring not later than 8:00 a.m.
(London time) on 3 October 2023 (the "Closing Date") (or such later time or
date as the Joint Bookrunners may agree with the Company in writing).
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Global Coordinators by the relevant time or date specified (or such
later time or date as the Company and the Joint Global Coordinators may
agree); 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 Joint Global Coordinators may, at their discretion, waive satisfaction in
relation to the conditions in the Placing Agreement save that conditions (c),
(d), (j) and (k) may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners, nor any of their respective Affiliates or
Representatives shall have any liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision 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 to the Placing nor for any decision they 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 Joint Bookrunners.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Joint Global Coordinators (acting on behalf of the Joint Bookrunners) are
entitled, at any time on or before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) any statement contained in the Company's
announcements or made in connection with the investor presentation relating to
the Placing and Admission is or has become untrue, incorrect or misleading, or
any matter has arisen which would, if such announcements and the investor
presentation were to be issued at that time, constitute an inaccuracy or
omission therefrom and which the Joint Global Coordinators, acting in good
faith, consider to be material in the context of the Placing or Admission;
(ii) there has been a breach by the Company of any of the warranties contained
in the Placing Agreement; (iii) there has been a breach by the Company of any
undertakings or covenants or any other provision contained in the Placing
Agreement which, in the opinion of the Joint Global Coordinators, acting in
good faith, is material in the context of Admission or the Placing; (iv) in
the opinion of the Joint Global Coordinators, acting in good faith, there
shall have been a material adverse change, whether or not foreseeable at the
date of the Placing Agreement; (v) the application for Admission is withdrawn
or refused by the FCA and/or the London Stock Exchange; or (vi) there has
occurred a material adverse change in international financial markets, a
suspension or material limitation to trading in any securities of the Company
or to trading generally on the New York Stock Exchange, the NASDAQ National
Market or the London Stock Exchange, a material disruption in commercial
banking or securities settlement or clearance, an actual or prospective change
or development in taxation materially affecting any member of the Group or the
Ordinary Shares (including transfer thereof), the imposition of exchange
controls by the United States, the United Kingdom or any member of the
European Union, or the declaration of a banking moratorium by the United
States, the United Kingdom or any member of the European Union, the effect of
which, in each case, in the opinion of the Joint Global Coordinators, acting
in good faith, makes it impracticable or inadvisable to proceed with the
Placing or to enforce contracts for the sale of the Placing Shares.
By participating in the Placing, Placees agree that the exercise by the Joint
Global Coordinators (acting on behalf of the Joint Bookrunners) of any right
of termination or other discretion under the Placing Agreement shall be within
the absolute discretion of the Company or the Joint Global Coordinators
(acting on behalf of the Joint Bookrunners) or for agreement between the
Company and the Joint Bookrunners (as the case may be) and that neither the
Company nor the Joint Bookrunners need make any reference to, or consult with,
Placees and that neither they nor any of their respective Affiliates or
Representatives shall have any liability to Placees whatsoever in connection
with any such exercise or failure to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Placing, and 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 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, the Publication of Business Plan Summary
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Joint Bookrunners and the Company 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 Joint Bookrunners or their respective Affiliates or any other person and
none of the Joint Bookrunners or the Company, or any of their respective
Affiliates or any other person 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. Neither the
Company nor the Joint Bookrunners are making any undertaking or warranty to
any Placee regarding the suitability or legality of an investment in the
Placing Shares by such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 180 calendar days after Admission (inclusive), it
will not, without the prior written consent of the Joint Global Coordinators,
directly or indirectly, enter into certain transactions involving or relating
to the Ordinary Shares, subject to certain customary carve-outs agreed between
the Joint Global Coordinators and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Global Coordinators of any power to grant consent to waive the undertaking by
the Company of a transaction which would otherwise be subject to the lock-up
under the Placing Agreement shall be within the absolute discretion of the
Joint Global Coordinators and that they need not make any reference to, or
consultation with, Placees and that they 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: GB00B1FH8J72)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Joint Bookrunners and
the Company reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in 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 a contract note stating the total
number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Joint Bookrunner and
settlement instructions. Placees should settle against Merrill Lynch
International, CREST Participant ID: 686, CREST Member Account ID: IPO. It is
expected that such contract note will be despatched on or around 3 October
2023 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
Joint Bookrunner (unless otherwise agreed).
The Company will deliver the Placing Shares to a CREST account operated by
BofA Securities as agent for the Company and BofA Securities will enter its
delivery (DEL) instruction into the CREST system. BofA Securities will hold
any Placing Shares delivered to this account as nominee for the Placees. 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.
It is expected that settlement will be on 3 October 2023 in accordance with
the instructions set out in the trade confirmation and Admission will occur at
8.00 a.m. on 3 October 2023.
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
percentage points above the SONIA (Sterling Overnight Index Average) as
determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners 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 (as agent for the Company), 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 stamp duty, stamp duty reserve tax or
other stamp, securities, transfer, registration, execution, documentary or
other similar impost, duty or tax imposed in any jurisdiction (together with
any interest, fines or penalties) 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 the Joint Bookrunners all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Joint Bookrunners lawfully take in pursuance of such
sale.
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 to 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 stamp duty
or stamp duty reserve tax (and/or any interest, fines or penalties relating
thereto) is 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 the Joint Bookrunners nor
the Company shall be responsible for the payment thereof.
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) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners (in their
capacity as joint bookrunners and as placing agents of the Company in respect
of the Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix,
in its entirety and that its subscription for and purchase of 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. that no offering document or prospectus or admission document has been
or will be prepared in connection with the Placing or is required under the
Prospectus Regulation and/ or the UK Prospectus Regulation and it has not
received and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or the Placing
Shares;
3. that its obligations are irrevocable and legally binding and shall not
be capable of rescission or termination by it in any circumstances;
4. (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement 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; and (ii) that certain
Ordinary Shares are admitted to trading on the London Stock Exchange and that
the Company is therefore required to publish certain business and financial
information in accordance with UK MAR and the rules and practices of the
London Stock Exchange and/or the FCA (collectively, 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 without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty; and (iii) it has had access
to such Exchange Information concerning the Company, the Placing and the
Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has relied on
that investigation for the purposes of its decision to participate in the
Placing;
5. that none of the Joint Bookrunners, nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide, it with any material or information
regarding the Placing Shares, the Bookbuild, the Placing or the Company or any
other person other than this Announcement, nor has it requested any of the
Joint Bookrunners, the Company, or any of their respective Affiliates nor any
person acting on behalf of any of them to provide it with any such material or
information;
6. unless otherwise specifically agreed with the Joint Bookrunners, that
they are not, and at the time the Placing Shares are acquired, 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 acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, 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;
7. that the content of this Announcement is exclusively the responsibility
of the Company and that none of the Joint Bookrunners or any of their
respective Affiliates or any person acting on their behalf has or shall have
any responsibility or liability for any information, representation or
statement contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement, the Publication of
Business Plan Summary Announcement or any information previously published by
or on behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement, the Publication of Business
Plan Summary Announcement and any Exchange Information, such information being
all that it deems necessary 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 the Joint Bookrunners or the Company and none of the Joint Bookrunners
or the Company 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. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in deciding to participate in the Placing and
that none of the Joint Bookrunners or any of their Affiliates have 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 the Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. that it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint Bookrunners, any of
their respective Affiliates or Representatives or any person acting on the
Joint Bookrunners or any of their Affiliates' or Representatives' behalf and
understands that (i) none of the Joint Bookrunners or any of their respective
Affiliates or Representatives nor any person acting on its behalf has or shall
have any liability for public information or any representation; (ii) none of
the Joint Bookrunners or any of their respective Affiliates or Representatives
nor any person acting on its behalf has or shall have any liability for any
additional information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this document or otherwise;
and that (iii) none of the Joint Bookrunners or any of their respective
Affiliates or Representatives nor any person acting on their behalf accepts
any responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information (or whether any information has been omitted), whether at the
date of publication, the date of this Announcement or otherwise;
9. that 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) and that 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 that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
10. acknowledges that no action has been or will be taken by the Company,
the Joint Bookrunners or any person acting on behalf of the Company or the
Joint Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
11. that it and any person acting on its behalf is entitled to acquire 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 such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Joint Bookrunners, the Company or any of their respective
Affiliates or Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing;
12. that 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;
13. that it has complied with its obligations under the Criminal Justice Act
1993, EU MAR, UK MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), 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 and 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 (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
Joint Bookrunners have not received such satisfactory evidence, the Joint
Bookrunners may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the drawee
bank or CREST account from which they were originally debited;
14. that 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, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Joint Bookrunners 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);
15. it will not acquire or subscribe for, or procure the acquisition or
subscription of, any new ordinary shares offered by the Company on or about
the date hereof on the PrimaryBid platform;
16. if in a Member State of the EEA and except as disclosed in this
Announcement under "Details of the Placing", that it is a "Qualified Investor"
within the meaning of Article 2(e) of the Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor: (i) who falls
within the definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) who falls within 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 and it undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
18. that it will not distribute, 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 (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more managed accounts,
it represents, warrants and undertakes that it is authorised in writing by
each managed account to acquire 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;
20. that if it is a pension fund or investment company, it represents,
warrants and undertakes that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
21. if it is acting as a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation and the UK Prospectus Regulation,
that the Placing Shares acquired for by it in the Placing will not be acquired
for on a non-discretionary basis on behalf of, nor will they be acquired for
with a view to their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the proposed offer or resale;
22. that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Relevant Persons 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 section
85(1) of FSMA;
23. 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 Prospectus Regulation;
24. that 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;
25. that 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;
26. if it has received any inside information (as defined under UK MAR) 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 MAR, prior to the information being made
publicly available;
27. that (i) it (and any person acting on its behalf) has capacity and
authority and is otherwise entitled to purchase the Placing Shares under the
laws of all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its participation in any
territory; (iii) it has not taken any action which will or may result in the
Company, the Joint Bookrunners, any of their Affiliates or Representatives or
any person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) that the subscription for
and purchase of 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;
28. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement 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 the Joint Bookrunners may in their absolute 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 stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest, fines or
penalties) 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;
29. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
30. that none of the Joint Bookrunners nor any of their respective Affiliates
or Representatives nor any person acting on their behalf, 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 the Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections afforded to
their respective 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 the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
31. that 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 the Joint Bookrunners nor the Company nor any of their respective
Affiliates or Representatives 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 each of the Joint Bookrunners, the Company and any of their
respective Affiliates or Representatives in respect of the same on an
after-tax basis on the basis that the Placing Shares will be allotted to the
CREST stock account of BofA Securities who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing settlement
instructions;
32. that 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 the
Joint Bookrunners 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;
33. that each of the Joint Bookrunners, the Company and their respective
Affiliates or 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 of the Joint
Bookrunners on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Joint Bookrunners and
the Company 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;
34. that it will indemnify on an after-tax basis and hold each of the Joint
Bookrunners, the Company and their respective Affiliates or Representatives
and any person acting on their behalf 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 the Company and the Joint Bookrunners will rely on the
truth and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no longer true
or accurate, the Placee shall promptly notify the Joint Bookrunners and the
Company. All confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this Appendix)
are given to the Joint Bookrunners for itself and on behalf of the Company,
and it further agrees that the provisions of this Appendix shall survive after
completion of the Placing;
35. that it irrevocably appoints any director of the Joint Bookrunners 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;
36. a communication that the transaction 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 transaction and securities will be fully
distributed by the Joint Bookrunners;
37. that 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 and conditions 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 or the Joint Bookrunners' conduct of
the Placing;
38. that in making any decision to acquire 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 or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector 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 on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, 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 the Joint Bookrunners, (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 for the purposes of its
investigation, and (v) it will not look to the Company, the Joint Bookrunners,
any of their respective Affiliates or Representatives or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;
39. that none of the Joint Bookrunners or the Company owe any fiduciary or
other duties to it or any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
40. that it may not rely on any investigation that the Joint Bookrunners or
any person acting on its behalf may or may not have conducted with respect to
the Company and its Affiliates or the Placing and the Joint Bookrunners have
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, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation to it to
acquire the Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, the Joint Bookrunners for the
purposes of this Placing;
41. acknowledges and agrees that it will not hold any of the Joint
Bookrunners or any of their respective Affiliates or Representatives or any
person acting on their behalf responsible or liable for any misstatements in
or omission from any publicly available information relating to the Group or
information made available (whether in written or oral form) relating to the
Group (the "Information") and that none of the Joint Bookrunners or any person
acting on behalf of the Joint Bookrunners 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;
42. that in connection with the Placing, the Joint Bookrunners and any of
their respective 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 shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to the Joint Bookrunners and any of their respective Affiliates
acting in such capacity. In addition the Joint Bookrunners may enter into
financing arrangements including swaps, warrants or contracts for differences
with investors in connection with which the Joint Bookrunners or any of their
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. None of the Joint Bookrunners or
any of their respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
43. that the Placing Shares have not been registered or otherwise qualified,
and will not be registered or otherwise qualified, for offer and sale nor will
a prospectus be cleared or approved in respect of any of the Placing Shares
under the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by the US
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 accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of any
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within the United States or any other Restricted Territory, or in any country
or jurisdiction where any action for that purpose is required;
44. the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act and,
so long as the Placing Shares are "restricted securities", it will not deposit
the Placing Shares into any unrestricted depositary receipt facility
maintained by any depositary bank in respect of the Company's shares. It will
not reoffer, sell, pledge or otherwise transfer the Placing Shares except: (i)
in an offshore transaction in accordance with Regulation S under the
Securities Act; (ii) in the United States to QIBs pursuant to Rule 144A; (iii)
pursuant to Rule 144 under the Securities Act (if available) or another
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in compliance with all
applicable securities laws of the United States or any State or other
jurisdiction of the United States or (iv) pursuant to an effective
registration statement under the Securities Act and that, in each such case,
such offer, sale, pledge or transfer will be made in accordance with any
applicable securities laws of any state of the United States;
45. the Placing Shares are being offered and sold by or on behalf of the
Company in offshore transactions (as defined in Regulation S under the
Securities Act) and to certain qualified institutional buyers ("QIBs") (as
defined in Rule 144A) in reliance upon Rule 144A or another exemption from, or
transaction not subject to, the registration requirements under the Securities
Act. 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 in accordance with, Regulation S under the
Securities Act or (ii) a QIB which has (where required by the relevant Joint
Bookrunner) agreed to be bound to the terms of the Investor Representation
Letter in the form provided to it by one of the Joint Bookrunners or its
Affiliates. In addition, with respect to (ii) above, it is subscribing for the
Placing Shares for its own account or for one or more accounts as to each of
which it exercises sole investment discretion and each of which is a QIB, it
is subscribing for the Placing Shares for investment purposes only and not
with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States and it has full
power to make the acknowledgements, representations and agreements herein on
behalf of each such account;
46. that it is not acquiring any of the Placing Shares as a result of any
form of general solicitation or general advertising (within the meaning of
Rule 502(c) of Regulation D under the Securities Act) or any form of directed
selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Joint Bookrunners (for their own benefit and, where relevant,
the benefit of their respective Affiliates and Representatives and any person
acting on their behalf) and are irrevocable. Each Placee, and any person
acting on behalf of a Placee, acknowledges that none of the Joint Bookrunners
or the Company owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Please also note that 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. None of
the Company or the Joint Bookrunners will be responsible for any UK stamp duty
or UK stamp duty reserve tax (including any interest 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 from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Joint Bookrunners nor the Company nor any of
their respective Affiliates or Representatives are liable to bear any stamp
duty or stamp duty reserve tax or any other similar duties or taxes ("transfer
taxes") that arise (i) if there are any such arrangements (or if any such
arrangements arise subsequent to the acquisition by Placees of Placing Shares)
or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising
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 the Joint Bookrunners and/or the Company and their respective
Affiliates and Representatives 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, any of the Bookrunners or their respective Affiliates or
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 any of the Joint Bookrunners or any of their respective Affiliates
or Representatives 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 the Joint Bookrunners are receiving a fee in connection with
their 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 the
Joint Bookrunners, any money held in an account with any of the Joint
Bookrunners 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 Joint
Bookrunners' money in accordance with the client money rules and will be used
by the Joint Bookrunners in the course of its own business; and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment by the
Joint Bookrunners (in their absolute discretion). The Joint Bookrunners 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 the Joint Bookrunners and the Company under these
Terms and Conditions 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.
Each Placee may be asked to disclose in writing or orally to the Joint
Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means 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;
Affiliate has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
Announcement means this announcement (including its Appendices);
Board means the board of directors of the Company;
BofA Securities means Merrill Lynch International;
Bookbuild means the bookbuilding process to be commenced by the Joint Bookrunners to use
reasonable endeavours to procure Placees for the Placing Shares, as described
in this Announcement and subject to the terms and conditions set out in this
Announcement and the Placing Agreement;
Citi means Citigroup Global Markets Limited;
Closing Date means the day on which the Placing will be settled;
Company means Severn Trent Plc;
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;
EU MAR means the Market Abuse Regulation (EU) No.596/2014;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
FCA or Financial Conduct Authority 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;
Investor Representation Letter means the letter in the form provided to certain investors in the United
States by one of the Joint Bookrunners or their Affiliates;
Joint Bookrunners BofA Securities, Citi and Morgan Stanley;
Joint Global Coordinators BofA Securities and Morgan Stanley;
Listing Rules means the rules and regulations made by the FCA under FSMA;
LSE or London Stock Exchange means London Stock Exchange plc;
Material Adverse Change means any material adverse effect or change in or affecting, or any
development reasonably likely to give rise to or involve a material adverse
change, in or affecting the condition (financial, operational, legal or
otherwise) or the earnings, management, business affairs, solvency or
prospects of the Company or the Group taken as a whole, whether or not arising
in the ordinary course of business and whether or not foreseeable at the date
of this Announcement;
Morgan Stanley means Morgan Stanley & Co. International plc;
Ordinary Share means an ordinary share of 97(17/19) pence each in the capital of the
Company;
Placee means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given;
Placing has the meaning given in the section headed "Proposed Placing of Ordinary
Shares" of this Announcement;
Placing Agreement has the meaning given to it in this Appendix;
Placing Price means the price per Ordinary Share at which the Placing Shares are placed;
Placing Shares has the meaning given in the section headed "Proposed Placing of New Ordinary
Shares" of this Announcement;
Pricing Announcement means the announcement published by the Company confirming the results of the
Placing on a Regulatory Information Service following the execution of the
Terms of Subscription;
Pricing Date means the date on which the Pricing Announcement is published;
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
Publication of Business Plan Summary Announcement means the announcement of the publication of the summary of the Severn Trent
Water PR24 Business Plan;
QIB means qualified institutional buyer as defined in Rule 144A of the Securities
Act;
Regulation S means Regulation S promulgated under the Securities Act;
Regulatory Information Service means any of the services set out in Appendix 3 of the Listing Rules;
Representatives means, in respect of a person, that person's directors, officers, partners,
employees, advisers and/or agents;
Restricted Territory means the United States, Australia, Canada, the Republic of South Africa
or Japan;
Retail Offer means the offer of new Ordinary Shares to retail investors in the United
Kingdom through PrimaryBid;
Retail Offer Shares means the new Ordinary Shares to be issued in connection with the Retail
Offer;
Rothschild & Co N.M. Rothschild & Sons Limited
Securities Act means the U.S. Securities Act of 1933, as amended;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Terms and Conditions means the terms and conditions of the Placing set out in this Appendix;
Terms of Subscription has the meaning given to it in this Appendix;
UK MAR means the Market Abuse Regulation (EU) No.596/2014, as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018;
UK Prospectus Regulation the Prospectus Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018;
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; and
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.
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 UK. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America.
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