REG - Sirius Real Estate - Proposed Acquisition and Placing
08/11/2021 07:05
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RNS Number : 5761R Sirius Real Estate Limited 08 November 2021
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey)
Company Number: 46442
JSE Share Code: SRE
LSE (GBP) Share Code: SRE
LEI: 213800NURUF5W8QSK566
ISIN Code: GG00B1W3VF54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
8 November 2021
Sirius Real Estate Limited
Proposed acquisition of BizSpace Group and capital raise to raise c.£135m
Sirius Real Estate Limited (the "Company" and together with its subsidiaries,
"Sirius" or the "Group"), the leading owner and operator of branded business
and industrial parks providing conventional space and flexible workspace in
Germany, is pleased to announce that it has agreed to acquire Helix
Investments Limited (the holding company of the BizSpace business) ("BizSpace"
or "BizSpace Group") from Värde Partners ("Värde" or the "Seller") for a
cash consideration of c.£245m, based on an enterprise value of £380m (the
"Acquisition"). BizSpace is a leading provider of regional flexible workspace,
offering light industrial, workshop, studio and out of town office units to a
wide range of businesses across the UK. The Acquisition constitutes a Class 2
transaction pursuant to the Listing Rules and a category 2 transaction in
terms of the JSE Listings Requirements.
The board of directors of the Company (the "Board") believes the acquisition
of BizSpace represents a highly attractive and strategically important
opportunity that allows Sirius to enter, at scale, an under-served wider UK
market with a one-step acquisition of an established platform. Furthermore,
the Board believes that the Acquisition presents an opportunity for the
Company to replicate the success of the Sirius model in another European
geography, providing Sirius' shareholders with an opportunity for significant
value creation and further long-term growth potential.
The Acquisition consideration will be funded by a combination of new and
existing debt together with the proceeds of a proposed fundraise (the "Capital
Raise") which is expected, in aggregate, to raise gross proceeds of c.£135m,
comprising a non pre-emptive placing of new Ordinary Shares in the Company to
institutional investors including in the UK (the "Placing"), a non pre-emptive
placing of new Ordinary Shares in the Company to selected qualified investors
in South Africa (the "South Africa Placing") and an offer of new Ordinary
Shares in the Company to be made on behalf of the Company by PrimaryBid
Limited on its online platform (which will provide retail investors in the UK
with an opportunity to participate in the Capital Raise) (the "Retail Offer").
Together, the total number of new Ordinary Shares to be issued pursuant to the
Capital Raise (the "Offer Shares") will not exceed 105,281,686 new Ordinary
Shares, representing up to 10 per cent. of the Company's issued share capital
(excluding treasury shares) as at the date of its most recent notice of annual
general meeting. The number of Offer Shares, and the price at which the Offer
Shares are to be issued (the "Offer Price") will be announced by the Company
at the close of a bookbuild process.
Acquisition highlights
· Unique opportunity that allows Sirius to enter, at scale, an
under-served wider UK market with one-step acquisition of an established
platform
· Provides Sirius with a high-quality portfolio in a market with supply
constraints and significant organic growth potential in rental pricing
· Complements Sirius' existing platform allowing for meaningful
operational and financial synergies to drive value creation for Sirius
shareholders
· BizSpace's existing management team, including John Spencer (BizSpace
CEO), Tariq Khader (BizSpace Financial Director) and Mo Jiwaji (BizSpace
Commercial Director) will remain with the business to drive the operations,
bringing their significant experience of the UK market for the mutual benefit
of the combined group
· Financially attractive transaction with day one accretion to FFO and
dividends per share of c.11% and c.4% accretion to adjusted NAV per share
· The total cash consideration for the Acquisition will be up to
c.£245m based on an enterprise value of £380m and Sirius has agreed to
assume BizSpace's existing gross financial debt of c.£146m
· The Acquisition will increase Sirius' gross asset value to c.€1.9bn
and its rent roll to in excess of €153m
· The Acquisition is conditional upon the completion of the Capital
Raise
Capital Raise Highlights
· The proposed Capital Raise will consist of the Placing, the South
Africa Placing and the Retail Offer, resulting in the issuance of such number
of new Ordinary Shares which, in aggregate, will not exceed 10% of the
Company's issued share capital (excluding treasury shares) as at the date of
its most recent notice of AGM
· The proposed Placing is to be conducted by way of an accelerated
bookbuild process (the "Bookbuild") which will launch immediately following
the release of this Announcement and will be undertaken on behalf of the
Company by Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"),
HSBC Bank plc ("HSBC"), Panmure Gordon (UK) Limited ("Panmure Gordon") and
Peel Hunt LLP ("Peel Hunt" and together with Berenberg, HSBC and Panmure
Gordon, the "Banks") who are acting as joint global coordinators and
bookrunners in connection with the Placing, to be conducted in accordance with
the Terms and Conditions set out in Appendix 1
· The South Africa Placing is to be conducted on behalf of the Company
by PSG Capital Proprietary Limited ("PSG Capital"), who are acting as sole
bookrunner and placing agent in respect of the South Africa Placing, to be
conducted, on a delivery vs payment basis, in accordance with the terms of the
PSG Irrevocable Undertaking (or in such other form as may be permitted by the
Company)
· The number of new Ordinary Shares and the Offer Price at which the
new Ordinary Shares are to be issued pursuant to the Capital Raise will be
determined following completion of the Bookbuild by agreement between the
Company, the Banks and PSG Capital
· The Company expects to close the Bookbuild as soon as practicably
possible on 8 November 2021. Details of the Offer Price and the number of
Offer Shares will be announced as soon as practicable after the close of the
Bookbuild
· Concurrently with the Placing and the South Africa Placing, the
Company intends to raise up to €8m in the Retail Offer, to provide retail
investors in the UK with an opportunity to participate in the Capital Raise.
The Retail Offer is not made subject to the terms and conditions set out in
Appendix 1 to this Announcement and instead will be made on the terms outlined
in the separate announcement to be made shortly regarding the Retail Offer.
The Retail Offer is also conditional, inter alia, upon completion of the
Placing and the South Africa Placing
· Andrew Coombs (Chief Executive Officer of the Company) has indicated
his intention to purchase Ordinary Shares in the market to the value of £1m
as soon as practicable following the release of the announcement of the
results of the Capital Raise and appropriate disclosure will be made in
relation to this purchase in due course
· New Ordinary Shares issued pursuant to the Capital Raise will be
eligible for the interim dividend of 2.04 cents (€) per share, as well as
all future dividends. The interim dividend is expected to be paid in January
2022
Commenting on the transaction, Andrew Coombs, Chief Executive Officer of
Sirius Real Estate, said: "We are very happy to announce the acquisition of a
high-quality and well diversified portfolio of assets, in a highly attractive
and growing market. The acquisition of BizSpace brings with it an experienced
and enthusiastic management team that we believe will be a good fit with the
culture of Sirius' current management team and I look forward to building on
the existing relationships between our businesses. The transaction provides an
opportunity to enter a new geography at scale and extends our successful
strategy to target highly strategic locations and assets in order to generate
sustainable and growing returns on behalf of investors."
Information on BizSpace and its markets
Since its foundation in 2000, BizSpace has grown its network to 72
well-located sites, with a GAV of £377m as at 31 August 2021, and is now an
established, scalable and well-diversified UK regional operator of flexible
workspace with significant opportunities for BizSpace to grow both organically
and inorganically, due to high levels of market fragmentation and few large
scale regional operators. The business has demonstrated its resilience as a
flexible business model by its trading performance during the Covid-19
pandemic and its maintenance of high levels of both customer retention and
cash collection across the same period.
The BizSpace portfolio is regionally diverse and, split on a per square foot
basis, is 74% light industrial and 26% out of town office. Despite 75% of
BizSpace's rent roll being let on flexible licences, the average customer
tenure across the portfolio is greater than four years, the top 1,000
customers, equating to approximately one third of total customers, contribute
71% of BizSpace's rent roll and have an average tenure of greater than 4.5
years.
The light industrial sector in the UK has favourable market dynamics,
witnessing strong demand, driven most notably by accelerated e-commerce
penetration, while supply remains severely constrained due to a lack of
available land and expensive build costs. This demand-supply imbalance is
evidenced by strong levels of regional rental growth across the UK. The UK
market also provides favourable sector dynamics for flexible workspace with
increasing focus by the UK Government on regional investment ("levelling up")
and moves towards on-shoring production activities and strong growth in rental
rates. BizSpace's experienced senior management team has a strong track record
with an average 13 years' experience of the B2B and property sectors,
particularly in running asset backed and/or flexible workspace businesses, and
will remain with the business under Sirius' ownership. Each of John Spencer,
Tariq Khader and Mo Jiwaji will remain with the business for the next phase of
development under Sirius' ownership.
Strategic rationale
The Board believes the Acquisition represents a highly attractive and
strategically important opportunity to replicate the success of the Sirius
model in another European geography, providing Sirius' shareholders with an
opportunity for significant value creation and further long-term growth
potential. The Acquisition provides Sirius with a business of scale with a
broad UK presence, in a very attractive and growing market, that is aligned
with Sirius' long-term growth strategy.
The Board considers that there is an excellent fit between both management
teams, whose relationship has been built through prior history of working
together and further strengthened over the last few years, and whose shared
investment and management philosophies will ensure a seamless integration.
Similar to Sirius, BizSpace's portfolio has been built by careful strategic
assembly, as well as creative and active asset management over time, which
provides a high degree of strategic, operational and cultural alignment
between the two businesses.
BizSpace financial performance
BizSpace's gross assets as at 31 December 2020 were £377m and EBITDA and
profit before tax for the 12-month period ended 31 December 2020 were £18.7m
and £3.4m respectively. BizSpace's expected run-rate financial performance as
at 31 August 2021 was c.£43.2m of revenue and c.£26.8m of NOI, representing
a 62% NOI margin, and c.£20.3m of EBITDA, representing a 47% EBITDA margin.
For the purposes of the Listing Rules, the Acquisition is a Class 2
transaction, while it constitutes a category 2 transaction in terms of the JSE
Listings Requirements. The Acquisition is conditional upon completion of the
Capital Raise.
Financial benefits of the Acquisition
The Acquisition will be financially attractive with c.11% accretion on an FFO
and dividend basis, and c.4% accretion to adjusted NAV per share, on day one.
This excludes additional operational improvements at BizSpace level and
additional growth in the business. The deal is expected to be marginally
accretive to the recently published 30 September 2021 EPRA NTA immediately
following completion of the Acquisition.
Sirius management believes that there are significant opportunities to improve
the profitability of the BizSpace business, including increasing its EBITDA by
c.30% over the next 2-3 years, through pricing and occupancy improvements as
well as ancillary income streams. The Acquisition also offers the potential
for substantial further synergies relating to overheads, banking and digital
marketing. The Acquisition will increase Sirius' gross asset value to
c.€1.9bn and its rent roll to in excess of €153m.
Details of the Acquisition, financing and expected timetable
Sirius has entered into a conditional agreement (the "Acquisition Agreement")
to acquire the entire issued share capital of Helix Investments Limited (the
holding company of the BizSpace business) from BizSpace Group Limited, an
entity controlled by Värde. Pursuant to the terms of the Acquisition
Agreement, the consideration payable upon completion will be c.£245m
(including repayment of a £38m seller intercompany loan), subject to a
customary purchase price adjustment for any amounts paid, or value returned,
to the Seller or its related parties by BizSpace or its group companies since
31 August 2021. On completion of the Acquisition, Sirius will also assume
BizSpace's existing external financial debt of c.£146m.
The Acquisition consideration will be funded via a combination of Sirius'
existing cash resources, an upsized €75m RCF and the proceeds of the Capital
Raise.
BizSpace's existing debt facility of c.£146m, which is being rolled over as
part of the Acquisition is expected to be refinanced in the calendar year
2022.
Upon completion of the Acquisition, the combined group's net LTV is expected
to rise to 44%, above Sirius' current target level of 40%. However, Sirius'
management team expects the Group to de-leverage towards its target level of
40% in the medium term through its ongoing intensive asset management
strategy. Completion of the Acquisition is conditional upon completion of the
Capital Raise and is expected to occur on or around 19 November 2021. However,
if the Acquisition does not complete by 30 November 2021, the Seller may
terminate the Acquisition Agreement and Sirius will be required to pay a break
fee in the amount of £2.5m to the Seller.
For the purposes of the Listing Rules, the Acquisition is a Class 2
transaction, while it constitutes a category 2 transaction in terms of the JSE
Listings Requirements. Additional disclosures required under the JSE Listings
Requirements appear in Appendix 3 to this Announcement.
HSBC is acting as sole financial adviser to Sirius in connection with the
Acquisition. Lazard & Co., Limited is acting as financial adviser and DTRE
is acting as property adviser to Värde.
Details of the Placing
The Placing is subject to the terms and conditions set out in Appendix 1.
For the avoidance of doubt, the South Africa Placing is not subject to the
terms and conditions set out in Appendix 1, but is subject to the terms of
this Announcement and, where relevant, the terms and conditions set out in the
PSG Irrevocable Undertaking (or such other instrument as may be permitted by
the Company).
The Banks have today entered into a placing agreement with the Company in
relation to the Placing (the "Placing Agreement"). The Banks will commence the
Bookbuild in respect of the Placing immediately following the publication of
this Announcement. The number of new Ordinary Shares to be issued to Placees
in connection with the Placing (the "Placing Shares") will be determined by
the Company in consultation with the Banks and PSG Capital following the close
of the Bookbuild. The aggregate number of new Ordinary Shares to be issued
pursuant to the Capital Raise will not exceed 105,281,686 new Ordinary Shares.
The Placing Shares are to be offered by way of an accelerated bookbuild
placement to selected institutional investors in private placements outside of
the United States in accordance with Regulation S of the US Securities Act of
1933, as amended (the "Securities Act") and in the United States to qualified
institutional buyers as defined in Rule 144A under the Securities Act.
Pursuant to the terms of the Placing Agreement, each Bank, as agent for the
Company, has conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Offer Price. The Placing is
conditional, inter alia, on (i) the Placing Agreement not having been
terminated in accordance with its terms, (ii) the Acquisition Agreement not
having been terminated prior to UK Admission and (iii) UK Admission and JSE
Admission occurring.
The Bookbuild will open with immediate effect following the release of this
Announcement. The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are to be agreed between the Banks, PSG Capital
and the Company. Details of the number of Placing Shares taken up under the
Placing will be announced as soon as practicable after the close of the
Bookbuild.
The Placing Agreement contains customary representations, warranties and
undertakings from the Company in favour of the Banks relating to the Group and
its business. In addition, the Company has agreed to indemnify the Banks and
their affiliates in relation to certain liabilities they may incur in respect
of the Placing and the applications for UK Admission and JSE Admission. The
Banks can terminate the Placing Agreement at any time prior to UK Admission in
certain customary circumstances, including in the event of a breach of the
Company's representations and warranties given in the Placing Agreement, the
failure of the Company to comply with its obligations under the Placing
Agreement or the occurrence of a Material Adverse Change.
Details of the South Africa Placing
The Company has engaged PSG Capital as sole bookrunner and placing agent in
respect of the South Africa Placing to undertake a private placement of new
Ordinary Shares at the Offer Price to selected qualifying investors in the
Republic of South Africa (the "SA Placed Shares") pursuant to the terms of
this Announcement and, where relevant, the terms and conditions set out in the
PSG Irrevocable Undertaking (or such other instrument as may be permitted by
the Company). The number of new Ordinary Shares to be issued to SA Placees in
connection with the South Africa Placing will similarly be determined by the
Company in consultation with the Banks and PSG Capital following the close of
the Bookbuild.
Details of the Retail Offer
The Company also intends to raise funds by the issue of Retail Offer Shares at
the Offer Price in order to provide retail investors in the UK with an
opportunity to participate in the Capital Raise. PrimaryBid intends to conduct
an offer for the Retail Offer Shares on behalf of the Company (subject to
certain size limits) on the terms set out in a separate announcement to be
made by PrimaryBid shortly. The Retail Offer is conditional on the Placing
completing. The Retail Offer will not be available to investors outside the
UK.
Lock-up
Pursuant to the Placing Agreement, the Company has agreed to a lock-up
pursuant to which it has undertaken to the Banks that at any time between the
date of the Placing Agreement and 120 days after the date of UK Admission it
will not, and will procure that no Group Company will, without the prior
written consent of the Banks (i) directly or indirectly, issue, allot, offer,
lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell
any option or contract to purchase, purchase any option or contract to sell or
issue, grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any Ordinary Shares or
interest in Ordinary Shares or any securities convertible into or exercisable
or exchangeable for, or substantially similar to, Ordinary Shares or any
interest in Ordinary Shares; or (ii) enter into any swap or other transaction
or arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Ordinary Shares or other shares in the
capital of the Company, whether any such swap or transaction described in (i)
or (ii) above is to be settled by delivery of Ordinary Shares or other shares
in the capital of the Company or such other securities, in cash or otherwise,
subject to certain customary exceptions.
UK Admission and JSE Admission
Application will be made for the admission of the Offer Shares to listing on
the premium segment of the Official List of the FCA and to trading on the
London Stock Exchange's main market for listed securities (together, "UK
Admission") and to listing and trading on the JSE ("JSE Admission"). UK
Admission is expected to become effective at 8.00 a.m. (London time) on 12
November 2021 or such later date as the Banks and the Company may agree, being
no later than 8.00 a.m. (London time) on 19 November 2021. JSE Admission is
expected to become effective at 9.00 a.m. (Johannesburg time) on 12 November
2021 or such later date as the Banks and the Company may agree being no later
than 9.00 a.m. (Johannesburg time) on 19 November 2021.
Management participation
Under the rules and regulations of the JSE, Directors are prohibited from
subscribing for new shares under the Placing. However, Andrew Coombs (Chief
Executive Officer) has confirmed his intention to purchase existing Ordinary
Shares to the value of £1m in the market as soon as practicable following the
release of the announcement of the results of the Capital Raise.
This Announcement contains inside information.
Ends
Enquiries:
Sirius Real Estate
Andrew Coombs, CEO / Alistair Marks, CFO
Tel: +49 (0) 30 2850 10 110
HSBC (Sole Financial Adviser, Joint Global Co-ordinator)
Anthony Parsons / Keith Welch / Ali Razvi / Alex Thomas
Tel: +44 (0) 207 991 8888
Berenberg (Joint Broker, Joint Global Co-ordinator)
Chris Bowman / Toby Flaux / Richard Bootle / Ben Burnett
Tel: +44 (0) 203 207 7800
Peel Hunt (Joint Broker, Joint Global Co-ordinator)
IBD - Capel Irwin / Carl Gough / Henry Nicholls
ECM - Jock Maxwell Macdonald / Sohail Akbar
Tel: +44 (0) 207 418 8900
Panmure Gordon (Investor Relations, Joint Global Co-ordinator)
Dominic Morley / Chloe Ponsonby
Tel: +44 (0) 207 886 2500
PSG Capital (SA Advisor)
Johan Holtzhausen
Tel: +27 (0) 825 583 623
FTI Consulting (Financial PR)
Richard Sunderland / Claire Turvey / Talia Jessener
Tel: +44 (0) 203 727 1000
SiriusRealEstate@fticonsulting.com (mailto:SabreRealEstate@fticonsulting.com)
NOTES TO EDITORS
About Sirius Real Estate Limited
Sirius is a property company listed on the main market and premium segment of
the London Stock Exchange and the main board of the JSE. It is a leading
operator of branded business parks providing conventional space and flexible
workspace in Germany. The Company's purpose is to create and manage optimal
workspaces that empower small and medium-sized businesses to grow, evolve and
thrive. Sirius seeks to unlock the potential of its people, its properties,
and the communities in which it operates, so that together we can create
sustainable impact, and long-term financial and social value.
The Company's core strategy is the acquisition of business parks at attractive
yields, the integration of these business parks into its network of sites
under the Company's own name as well as offering a range of branded products
within those sites, and the reconfiguration and upgrade of existing and vacant
space to appeal to the local market, through intensive asset management and
investment. The Company's strategy aims to deliver attractive returns for
shareholders by increasing rental income and improving cost recoveries and
capital values, as well as by enhancing those returns through financing its
assets on favourable terms. Once sites are mature and net income and values
have been optimised, the Company may take the opportunity to refinance the
sites to release capital for investment in new sites or consider the disposal
of sites in order to recycle equity into assets which present greater
opportunity for the asset management skills of the Company's team.
Sirius also has a venture with clients represented by AXA IM Alts. Titanium
was formed through the acquisition by AXA IM Alts, on behalf of its clients,
from Sirius, of a 65% stake in five business parks across Germany. Sirius
retained the remaining 35%. The venture seeks to grow primarily through the
acquisition of larger stabilised business park assets and portfolios of assets
with strong tenant profiles and occupancy. As well as its equity interest,
Sirius acts as operator of the assets in the venture, on a fee basis. Sirius
will continue to grow its wholly owned portfolio through acquisitions of more
opportunistic assets, where it can capitalise on its asset management
expertise to maximise utilisation of the space, grow occupancy and improve
quality of the tenants. The strategies have been clearly defined so that the
venture does not conflict with Sirius' existing business.
For more information, please visit: www.Sirius-real-estate.com
(http://www.sabre-real-estate.com)
JSE Sponsor
PSG Capital
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")
(OTHER THAN PURSUANT TO CERTAIN EXEMPTIONS), AUSTRALIA, NEW ZEALAND, CANADA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE,
NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, New
Zealand, South Africa, Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Offer Shares is being made in any such
jurisdiction.
No action has been taken by the Company, any of the Banks or PSG Capital or
any of their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Offer Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Offer Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company, the Banks and PSG Capital to inform themselves about,
and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "Prospectus Regulation") or
Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law
by virtue of the EUWA (the "UK Prospectus Regulation") to be published.
The Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States, and may not be offered, sold, or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. The Offer Shares will be offered and
sold only (i) outside of the United States in "offshore transactions" (as such
term is defined in Regulation S under the Securities Act ("Regulation S"))
pursuant to Regulation S and otherwise in accordance with applicable laws; and
(ii) in the case of the Placing Shares only, in the United States to persons
who are "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) ("QIBs") and who have delivered to the Company and the Banks a
US Investor Letter substantially in the form provided to it, in each case,
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Offer Shares
will be made in the United States or elsewhere.
The Capital Raise has not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the United States
or any US regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing, or the accuracy or adequacy
of this presentation. Any representation to the contrary is a criminal offence
in the United States.
Members of the public are not eligible to take part in the Placing. In member
states of the European Economic Area (the "EEA"), this Announcement is
directed at and is only being distributed to "qualified investors" within the
meaning of Article 2I of the Prospectus Regulation ("Qualified Investors"). In
the United Kingdom, this Announcement is directed at and is only being
distributed to "qualified investors" within the meaning of Article 2I of the
UK Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the definition
of "investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order; or (iii) other persons to whom it may otherwise lawfully be
communicated (all such persons together being "Relevant Persons"). Any
investment or investment activity to which this Announcement relates is
available only to (i) in any member state of the EEA, Qualified Investors; and
(ii) in the United Kingdom, Relevant Persons, and will be engaged in only with
such persons. This Announcement must not be acted on or relied on (i) in any
member state of the EEA, by persons who are not Qualified Investors; and (ii)
in the United Kingdom, by persons who are not Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Offer Shares and the Offer Shares have not been, nor will they be, registered
under or offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, South Africa or Japan.
Accordingly, the Offer Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, New Zealand, Canada or Japan or any other
jurisdiction in which such activities would be unlawful.
In South Africa, the South Africa Placing will only be made by way of a
private placement of Ordinary Shares to selected persons (i) falling within
one of the specified categories listed in section 96(1)(a) of the South
African Companies Act, 2008 (the "South African Companies Act"); or (ii)
acting as principal, acquiring SA Placed Shares for a total contemplated
acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b)
of the South African Companies Act ("South African Eligible Investors"). This
Announcement is only being made available to such South African Eligible
Investors. Accordingly (i) the South Africa Placing is not an "offer to the
public" as contemplated in the South African Companies Act; (ii) this
Announcement does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement", as contemplated by the South African
Companies Act; and (iii) no prospectus has been filed with the South African
Companies and Intellectual Property Commission (the "CIPC") in respect of the
South Africa Placing. As a result, this Announcement does not comply with the
substance and form requirements for a prospectus set out in the South African
Companies Act, 2008 and the South African Companies Regulations of 2011, and
has not been approved by, and/or registered with, the CIPC, or any other South
African authority.
The information contained in this Announcement constitutes factual information
as contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended (the "FAIS Act") and should
not be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the SA Placed Shares or in
relation to the business or future investments of the Company, is appropriate
to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. The Company is not a financial services provider
licensed as such under the FAIS Act.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained in Appendix 1 to this Announcement and to be providing
the representations, warranties, indemnities, acknowledgements and
undertakings contained in Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. As a result, the
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these forward-looking statements. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. No statement in this Announcement
is intended to be, nor may it be construed as, a profit forecast or be relied
upon as a guide to future performance. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, the Banks, PSG Capital their respective affiliates
and any person acting on its or their behalf each expressly disclaim any
obligation or undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required to do so by applicable law or regulation, the FCA,
the London Stock Exchange or the JSE.
Berenberg is authorised and regulated by the German Federal Financial
Supervisory Authority and is deemed authorised under the Temporary Permissions
Regime and subject to limited regulation by the FCA in the United Kingdom.
HSBC is authorised by the Prudential Regulation Authority (the "PRA") in the
United Kingdom and regulated in the United Kingdom by the PRA and FCA. Panmure
Gordon is authorised and regulated in the United Kingdom by the FCA. Peel Hunt
is authorised and regulated in the United Kingdom by the FCA. PSG Capital is
authorised and regulated by the Johannesburg Stock Exchange. Each Bank and PSG
Capital is acting exclusively for the Company and no one else in connection
with the Placing, the contents of this Announcement and other matters
described in this Announcement. No Bank or PSG Capital will regard any other
person as its client 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.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to
Värde and no one else in connection with the Acquisition and will not be
responsible to anyone other than Värde for providing the protections afforded
to clients of Lazard nor for providing advice in relation to the Acquisition
or any other matters referred to in this announcement. Neither Lazard nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein or
otherwise.
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 Bank or PSG Capital or by any of its affiliates or any person
acting on their behalf 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 interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
All offers of the Offer Shares will be made pursuant to an exemption under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended does not apply.
The Offer Shares to be issued or sold pursuant to the Capital Raise will not
be admitted to trading on any stock exchange other than the London Stock
Exchange and the JSE.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Banks will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing.
For the avoidance of doubt, these terms and conditions do not apply to the
South Africa Placing which shall take place in accordance with and subject to
the terms and conditions set out and contained within the PSG Irrevocable
Undertaking.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 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 THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
INSOFAR AS THIS ANNOUNCEMENT RELATES TO INVESTORS IN SOUTH AFRICA, IT IS
DIRECTED ONLY AT PERSONS IN SOUTH AFRICA WHO (I) FALL WITHIN THE CATEGORIES OF
PERSONS SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008
OR (II) SUBSCRIBE FOR PLACING SHARES FOR A MINIMUM ACQUISITION COST OF ZAR1
000 000 FOR A SINGLE ADDRESSEE ACTING AS PRINCIPAL, AS ENVISAGED IN SECTION
96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT, 2008 (SUCH PERSONS BEING REFERRED
TO AS "SOUTH AFRICAN ELIGIBLE INVESTORS") AND, AS SUCH, IS NOT AN "OFFER TO
THE PUBLIC" AS CONTEMPLATED IN THE SOUTH AFRICAN COMPANIES ACT, 2008. THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SOUTH
AFRICAN ELIGIBLE INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT OR THE PLACING RELATES IS AVAILABLE ONLY TO AND WILL BE
ENGAGED IN ONLY WITH SOUTH AFRICAN ELIGIBLE INVESTORS.
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER
STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED
KINGDOM 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
QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE
UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH 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 SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN 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 RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES, THE UNITED KINGDOM, ANY OTHER RESTRCITED JURISDICTION (AS DEFINED
BELOW) OR ELSEWHERE.
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 or any other Restricted Territory (as
defined below) or any jurisdiction where such offer or solicitation is
unlawful.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in Australia,
New Zealand, Canada, Japan or the United States or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, 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 by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg"), HSBC Bank plc ("HSBC"), Panmure
Gordon (UK) Limited ("Panmure Gordon"), Peel Hunt LLP ("Peel Hunt" and,
together with Berenberg, HSBC and Panmure Gordon, the "Banks") or PSG Capital
Proprietary Limited ("PSG Capital") or any of their respective Affiliates or
any of its or their respective agents, directors, officers or employees
(collectively "Representatives") which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. 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, the
Banks and PSG Capital 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 EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "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.
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 Bank, PSG Capital 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 Banks 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.
PSG Capital is acting exclusively for the Company and no-one else in
connection with the South Africa Placing and is not, and will not be,
responsible to anyone other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to the South
Africa Placing and/or any other matter referred to in this Announcement.
None of the Company, the Banks or PSG Capital or any of 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.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will be deemed (i) to have read and understood this Announcement in
its entirety; (ii) to be participating, making such offer on the terms and
conditions contained in this Appendix; and (iii) to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities, agreements,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. if it is in any member state of the EEA it is a Qualified
Investor and if it is in the United Kingdom it is a Relevant Person, and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
2. it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;
3. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable), (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than to Qualified Investors, or persons in the
United Kingdom other than to Relevant Persons, or in circumstances in which
the prior consent of the Banks has been given to each proposed offer or
resale; or (ii) where Placing Shares have been subscribed for by it on behalf
persons in a member state of the EEA other than Qualified Investors, or in the
United Kingdom other than Relevant Persons, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
4. it understands that the Placing Shares have not been and
will not be registered under the Securities Act 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, within
the United States except pursuant to an exemption from 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;
5. it and the person(s), if any, for whose account or benefit
it is acquiring the Placing Shares are either (a)(i) outside the United States
and will be outside the United States at the time the Placing Shares are
acquired by it and (ii) acquiring the Placing Shares in an "offshore
transaction" within the meaning of Regulation S; or (b) a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act who has
delivered to the Company and the Banks a US investor letter substantially in
the form provided to it;
6. if it is a Placee resident in Australia, it:
6.1 is either (i) a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act 2001 of the Commonwealth of Australia (the "Australian Corporations Act") or a "professional investor" within the meaning of Section 9 and Section 708(11) of the Australian Corporations Act; or (ii) a "wholesale client" for the purposes of Section 761G(7) of the Australian Corporations Act (and related regulations), who has complied with all relevant requirements in this respect;
6.2 understands, and each account it represents has been advised that: (i) no offer of securities may be made in Australia except to a person who is a sophisticated investor or a professional investor who is also a wholesale client (each as defined in the Australian Corporations Act); and (ii) this Announcement including the Appendices issued by the Company in connection with the Placing or any regulatory announcement that may be issued by the Company:
(A) does not constitute an offer of securities for sale in Australia and does not constitute a Disclosure Document under Part 6D.2 of the Australian Corporations Act;
(B) does not and is not required to contain all the information which would be required under the Australian Corporations Act to be included in a Disclosure Document as defined under the Australian Corporations Act;
(C) has not been lodged with the Australian Securities and Investments Commission;
(D) does not constitute financial product advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that it intended to influence you in making a decision to participate in the offer; and
(E) does not constitute a Product Disclosure Statement as defined under the Australian Corporations Act (nor has a Product Disclosure Statement been or will be issued in relation to this offer) and no cooling-off regime applies to the financial products offered pursuant to this Announcement or any accompanying documentation;
6.3 acknowledges and agrees that any securities acquired pursuant to this Announcement are not, within 12 months of acquisition of the securities, able to be offered, transferred, assigned or otherwise alienated to investors in Australia except in circumstances where disclosure is not required under Part 6D.2 of the Australian Corporations Act or unless a compliant disclosure document is prepared and lodged with the Australian Securities and Investments Commission, ASX Limited ABN 98 008 624 691 or any successor entity thereto; and
7. the Company and the Banks will rely upon the truth and
accuracy of and compliance with the foregoing representations, warranties,
undertakings, acknowledgements and agreements. Each Placee hereby agrees with
the Banks and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if any Bank confirms to such Placee
its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will today commence a 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 (but, for
the avoidance of doubt, not the South Africa Placing which shall take place in
accordance with and subject to the terms and conditions set out and contained
within the PSG Irrevocable Undertaking).
The Banks and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global coordinators and joint bookrunners in
connection with the Placing and PSG Capital is acting as the Company's placing
agent and sole bookrunner in respect of the South Africa Placing. The Banks
and PSG Capital are not acting for the Company with respect to the Retail
Offer.
The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, each Bank
has agreed, each as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares at a price to
be determined following completion of the Bookbuild and as set out in the
Placing Agreement. The price per Ordinary Share at which the Placing Shares
(and SA Placed Shares and Retail Offer Shares) are to be placed (the "Offer
Price") and the final number of Placing Shares will be determined at the close
of the Bookbuild by the Company, the Banks and PSG Capital, following which
the Company and the Banks will execute placing terms recording the final
details of the Placing (the "Placing Terms"). The timing of the closing of the
book, pricing and allocations are at the discretion of the Company and the
Banks. Details of the Offer Price and the number of Placing Shares and Retail
Offer Shares will be announced as soon as practicable after the close of the
Bookbuild.
Subject to the execution of the Placing Terms, each Bank has severally (and
not jointly nor jointly and severally) agreed with the Company, in the event
of any default by any Placee in paying the Offer Price in respect of any
Placing Shares allotted to it, to take up such Placing Shares itself at the
Offer Price in the agreed proportions as set out in the Placing Agreement.
The total number of shares to be issued pursuant to the Placing, the South
Africa Placing and the Retail Offer shall not exceed 105,281,686 Ordinary
Shares, representing approximately 10 per cent. Of the Company's existing
issued Ordinary Share capital.
The Offer Shares will, when issued, be subject to the Company's corporate
documents, be credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of the
Ordinary Shares after the Closing Date. The Offer Shares will be issued free
of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Application will be made to the FCA for admission of the Offer Shares to
listing on 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 of the Offer Shares to trading on its main market for
listed securities (together, "UK Admission"). It is expected that UK Admission
will become effective at 8.00 a.m. on 12 November 2021 or such later time and
date (being not later than 8.00 a.m. on 19 November 2021) as the Banks and the
Company may agree. In addition, application will be made to the Johannesburg
Stock Exchange (the "JSE") for admission of the Offer Shares to listing and
trading on the main board of the JSE ("JSE Admission")
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Banks.
Each Bank and its Affiliates are entitled to enter bids in the Bookbuild as
principal.
3. The Bookbuild, if successful, will establish the Offer Price
payable to the Banks by all Placees whose bids are successful. The Offer Price
and the aggregate proceeds to be raised through the Placing will be agreed
between the Banks and the Company following completion of the Bookbuild and
any discount to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules and the terms of Resolutions 17 and 18
passed at the Company's annual general meeting held on 30 July 2021. The Offer
Price and the number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild (the "Placing
Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for either at the Offer Price which
is ultimately established by the Company and the Banks or at prices up to a
price limit specified in its bid. Bids may be scaled down by the Banks on the
basis referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on the Placee
on behalf of which it is made and, except with the consent of the Banks, will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and the
Banks. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Banks, to pay to the Banks (or as the Banks
may direct) as agents for the Company in cleared funds an amount equal to the
product of the Offer Price and the number of Placing Shares that such Placee
has agreed to subscribe for and the Company has agreed to allot and issue to
that Placee.
6. The Bookbuild is expected to close as soon as practicably
possible on 8 November 2021. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
7. Each Placee's allocation will be determined by the Company in
consultation with the Banks and will be confirmed to Placees orally by the
relevant Bank following the close of the Bookbuild, and a trade confirmation
will be dispatched as soon as possible thereafter. The relevant Banks'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 Bank and the Company, under which such Placee agrees to subscribe for
the number of Placing Shares allocated to it and to pay the relevant Offer
Price for each such Placing Share on the terms and conditions set out in this
Appendix and in accordance with the Company's corporate documents.
8. The Banks will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation and pricing of
the Placing Shares. Subject to paragraphs 4 and 5 above, the Banks may choose
to accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Banks may also,
notwithstanding paragraphs 4 and 5 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 Banks. The Company reserves the right (upon agreement with the Banks)
to reduce or seek to increase the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee of a US
Investor Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or
other announcement will be made by any Bank or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and Settlement".
12. 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".
13. 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 any Bank.
14. To the fullest extent permissible by law, none of the Company,
the Banks, nor any of their respective Affiliates nor any of their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Company, the Banks nor any of their respective
Affiliates nor any of their respective Representatives shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Banks and 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 obligations
of the Banks under the Placing Agreement are conditional on certain
conditions, including, amongst other things:
1. the Placing Terms having been executed and delivered by the
Company and the Banks by no later than 4.00 p.m. (London time) on the date of
this Announcement (or such later time and date as the Company and the Banks
may agree in writing);
2. (i) the mandate letter between the Company and PSG Capital
in relation to the South Africa Placing remaining in full force and effect,
not having lapsed or been terminated or amended in accordance with its terms
prior to UK Admission; (ii) no condition to which the mandate letter is
subject having become incapable of satisfaction and not having been waived
prior to UK Admission; and (iii) no event having arisen prior to UK Admission
which gives a party thereto a right to terminate the mandate letter, save in
each in case in circumstances where the Company and the Banks agree in the
Placing Terms that no SA Placed Shares will be issued pursuant to the South
Africa Placing;
3. the publication by the Company of the Placing Results
Announcement to a Regulatory Information Service as soon as possible following
the execution of the Placing Terms;
4. the Company not being in breach of any of its obligations
and undertakings under the Placing Agreement which fall to be performed or
satisfied prior to UK Admission (to the extent such obligations and
undertakings are not waived in writing by each of the Banks);
5. the representation and warranties contained or referred to
in the Placing Agreement being true, accurate and not misleading on and as at
each of the dates that they are given, in each case, as though they had been
given and made on the relevant date by reference to the facts and
circumstances from time to time subsisting;
6. no matter having arisen in respect of which indemnification
or contribution may be sought from the Company by any Bank or other
indemnified person;
7. in the opinion of the Banks (acting jointly and in good
faith), there not having been any Material Adverse Change (whether or not
foreseeable at the date of the Placing Agreement);
8. certain customary documents having been delivered;
9. the Company issuing, subject only to UK Admission and JSE
Admission, the Placing Shares, the PSG Placing Shares and the Retail Offer
Shares;
10. (i) each document relating to the Retail Offer remaining in
full force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to UK Admission; (ii) no condition to which
any such document is subject having become incapable of satisfaction and not
having been waived prior to UK Admission; and (iii) no event having arisen
prior to UK Admission which gives a party thereto a right to terminate any
such document, save in each in case in circumstances where the Company and the
Banks agree in the Placing Terms that no Retail Offer Shares will be issued;
11. (i) the Acquisition Agreement remaining in full force and
effect, not having lapsed or been terminated or amended in accordance with its
terms prior to UK Admission; (ii) no condition to which the Acquisition
Agreement is subject having become incapable of satisfaction and not having
been waived prior to UK Admission; and (iii) no event having arisen prior to
UK Admission which gives a party thereto a right to terminate the Acquisition
Agreement;
12. JSE Admission taking place by no later than 9.00 a.m.
(Johannesburg time) on the Closing Date (or such later time and/or date as the
Company and the Banks may agree in writing, not being later than 19 November
2021); and
13. UK Admission taking place by no later than 8.00 a.m. on the
Closing Date (or such later time and/or date as the Company and the Banks may
agree in writing, not being later than 19 November 2021),
(all conditions to the obligations of the Banks included in the Placing
Agreement being together, the "Conditions").
If: (i) any of the Conditions are not fulfilled or, where permitted, waived or
extended by the Banks in accordance with the Placing Agreement; 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 or on behalf of the Placee (or any
person on whose behalf the Placing is acting) in respect thereof.
The Banks (acting jointly) may, at their discretion and upon such terms and
conditions as they think fit, waive satisfaction of the Conditions (or any
part of them) or extend the time provided for satisfaction of the Conditions
save that Conditions 1, 9 and 13, amongst others may not be waived. Any such
waiver or extension will not affect Placees' commitments as set out in this
Announcement.
None of the Company, the Banks nor any of their respective Affiliates or their
respective Representatives shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it or another person may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any Condition nor for any decision it may make as to the satisfaction of
any Condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Banks. Placees will have no rights against the Banks, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.
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
Each Bank, in their absolute discretion may terminate the Placing Agreement in
accordance with its terms in certain circumstances, including, amongst others:
1. any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing, the
South Africa Placing or the Retail Offer is or has become untrue, inaccurate
or misleading in any respect, or any matter has arisen which would, if such
document had been issued at that time, constitute an inaccuracy or omission
from any such document or announcement;
2. there has been a breach by the Company of any of its
obligations under the Placing Agreement save to an extent that is not, in the
opinion of any Bank (acting in good faith), material;
3. there has been a breach by the Company of any of the
representations or warranties contained or referred to in the Placing
Agreement or any of the representations or warranties is not or has ceased to
be, true, accurate and not misleading;
4. there has been a breach of any provision of any document
relating to the Retail Offer or a waiver of any condition thereto, in each
case, by the Company;
5. in the opinion of any Bank (acting in good faith) there has
been a Material Adverse Change (whether or not foreseeable at the date of the
Placing Agreement);
6. there has occurred, or in the opinion of any Bank (acting
in good faith) it is reasonably likely that there will occur:
6.1 any material adverse change in the financial markets in the United Kingdom, South Africa, any member state of the EEA, the United States or the international financial markets, any outbreak or escalation of hostilities or war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls;
6.2 a suspension of, or occurrence of material limitations to, trading in any securities of the Company by the London Stock Exchange, the JSE or any other exchange or over-the-counter market, or of trading generally on the London Stock Exchange, the JSE, the New York Stock Exchange, the NASDAQ National Market or any over-the-counter market, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices of securities having been required, by any of such exchanges or by such system or by order of the FCA, the London Stock Exchange, the JSE, the SEC, the Financial Industry Regulatory Authority, Inc. or any other Agency, or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, any member state of the EEA or the United States;
6.3 a declaration of a banking moratorium by the United Kingdom, Guernsey, South Africa, any member state of the EEA, the United States or New York authorities; or
6.4 any actual or prospective adverse change or development in United Kingdom, Guernsey, Germany, South Africa or United States materially affecting any Group Company, the Offer Shares or the transfer thereof,
in each case, where the effect is such that (either singly or together with
any other event referred to in this paragraph 6, in the opinion of such Bank
(acting in good faith), it is inadvisable or impracticable to market the Offer
Shares or to enforce contracts for the sale of the Offer Shares; or
7. either application for UK Admission is withdrawn or refused
by the FCA or the London Stock Exchange or the application for JSE Admission
is withdrawn or refused by the JSE or, in each case, in the opinion of any
Bank (acting in good faith), and after consultation where practicable with the
Company, will not be granted.
If not all Banks give notice to terminate the Placing Agreement in
circumstances where they are able, the Bank(s) who do not give such notice may
allow the Placing and UK Admission to proceed and will assume the obligations
which remain to be performed under the Placing Agreement by the Bank(s) who
has given notice to terminate.
If the Placing Agreement is terminated by all Banks in accordance with its
terms, the rights and obligations of each Placee in respect of the Placing as
described in this Announcement shall cease and terminate at such time and no
claim may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the
Banks that the exercise or non-exercise by the Banks of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Banks or for agreement between
the Company and the Banks (as the case may be) and that neither the Company
nor the Banks need make any reference to, or consult with, Placees and that
none of the Company, the Banks nor any of their respective Affiliates or
respective Representatives shall have any liability to Placees whatsoever in
connection with any such exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA or the
CIPC (or any other authority) in relation to the Placing, the South Africa
Placing, UK Admission or JSE Admission and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published in the United
Kingdom or any equivalent jurisdiction.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, the Placing Results Announcement and any Exchange Information
(as defined below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and subject to
the further terms set forth in the electronic contract note and/or electronic
trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting its allocation in the Placing, agrees that the
content of this Announcement and the publicly available information previously
and simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by the
Banks. Each Placee, by accepting its allocation in the Placing, further
confirms to the Company and the Banks 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 any Banks
or its Affiliates or any other person and none of the Banks, the Company nor
any of their respective Affiliates nor 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. 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 Banks that, between the date of the Placing
Agreement and the date which is 120 calendar days after the Closing Date, it
will not, without the prior written consent of the Banks, enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
customary carve-outs agreed between the Banks and the Company.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consult 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: GG00B1W3VF54)
following UK Admission will take place within the CREST system, subject to
certain exceptions. The Company and the Banks reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the relevant
Bank or otherwise as such Bank may direct.
The Company will deliver the Placing Shares to a CREST account operated by the
Settlement Bank as agent for and on behalf of the Company and the Settlement
Bank will enter its delivery (DEL) instruction into the CREST system. The
Settlement Bank 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 12 November 2021 on a T+4 basis and
on a delivery versus payment basis in accordance with the instructions given
to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
LIBOR as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(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 Banks all such authorities and
powers necessary to carry out any such transaction and agrees to ratify and
confirm all actions which the Banks lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other 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 Banks nor the Company shall
be responsible for the payment thereof.
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 each Bank (in its capacity as
joint global coordinator and joint bookrunner and as placing agent of the
Company in respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with UK Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Ordinary Shares are admitted to the
premium listing segment of the Official List of the FCA and to trading on the
London Stock Exchange's main market for listed securities and that the Company
is therefore required to publish certain business and financial information in
accordance with the UK Market Abuse Regulation and rules and regulations of
the London Stock Exchange (collectively and together with the information
referred to in (i) above, the "Exchange Information") which includes a
description 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 information, or comparable information
concerning any other publicly traded company, in each case without undue
difficulty; and (iii) it has had access to such financial and other
information concerning the Company, the Placing and the Placing Shares as it
has deemed necessary in connection with its own investment decision to
subscribe for any of the Placing Shares and has satisfied itself that the
information is still current and has relied on that investigation for the
purposes of its decision to participate in the Placing;
4. no Bank nor the Company nor any of their respective
Affiliates or their respective Representatives 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 Bank, the Company, any of their respective Affiliates or
Representatives or any person acting on behalf of any of them to provide it
with any such material or information;
5. unless otherwise specifically agreed with the Banks, it
and/or the person on behalf it is participating is not, and at the time the
Placing Shares are subscribed for, neither it nor the beneficial owner of the
Placing Shares will be, a resident of a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;
6. the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
any 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. the content of this Announcement has been prepared by and
is exclusively the responsibility of the Company and that no Bank nor any of
its Affiliates or its or their Representatives nor any person acting on behalf
of any of them has or shall have any responsibility or liability for any
information, representation or statement contained in this Announcement or any
information previously or simultaneously 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 or any
information previously or simultaneously published by or on behalf of the
Company or otherwise;
8. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, it
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by any Bank or
the Company or any of their respective Affiliates or their respective
Representatives or any person acting on behalf of any of them and no Bank nor
the Company nor any of their respective Affiliates or Representatives will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement;
9. it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing and no Bank nor any of its Affiliates
or its or their Representatives nor any person acting on behalf of any of them
have made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and (ii) it will
not hold any Bank or any of its Affiliates or its or their Representatives or
any person acting on behalf of any of them responsible or liable for any
misstatements in or omission from any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by any Bank, any of its Affiliates
or any person acting on its or their behalf and understands that (i) no Bank
nor any of its Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for (x) public information or any
representation; or (y) any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (ii) no Bank nor any of its Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this Announcement
or otherwise;
11. (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the Company, any
Bank or any person acting on behalf of the Company or any Bank that would, or
is intended to, permit a public offer of the Placing Shares in the United
States or in any country or jurisdiction where any such action for that
purpose is required;
13. (i) it (and any person acting on its behalf) is entitled to
subscribe for, the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
any Bank, 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; and (v) the subscription for the Placing
Shares by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
14. 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;
15. it has complied with its obligations under the Criminal
Justice Act 1993, the UK Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 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 (together the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a request for
verification of identity, the relevant Bank has not received such satisfactory
evidence, such Bank may, in its absolute discretion, terminate the Placee's
Placing participation in which event all funds delivered by the Placee to such
Bank will be returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to each Bank and the
Company for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
17. it undertakes that it will (as principal or agent) subscribe
for, hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
18. it understands that any investment or investment activity to
which this Announcement relates is available only to Qualified Investors in a
member state of the EEA, Relevant Persons in the United Kingdom and South
African Eligible Investors in South Africa and will be engaged in only with
Qualified Investors in a member state of the EEA, Relevant Persons in the
United Kingdom and South African Eligible Investors in South Africa, and
further understands that this Announcement must not be acted on or relied on
by persons who are not Qualified Investors in a member state of the EEA,
Relevant Persons in the United Kingdom and South African Eligible Investors in
South Africa;
19. if in a member state of the EEA, it is a Qualified Investor;
20. if in the United Kingdom, it is a Relevant Person;
21. in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation, (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale, to persons in 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 Banks
have been given to each such proposed offer or resale; or (ii) where the
Placing Shares have been subscribed for by it on behalf of persons in any
member state of the EEA other than Qualified Investors, or in the United
Kingdom other than Relevant Persons, the offer of those Placing Shares to it
is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
22. if it is a Placee resident in Australia, it:
22.1 is either (i) a "sophisticated investor" within the meaning of Section 708(8) of the Australian Corporations Act or a "professional investor" within the meaning of Section 9 and Section 708(11) of the Australian Corporations Act; or (ii) a "wholesale client" for the purposes of Section 761G(7) of the Australian Corporations Act (and related regulations), who has complied with all relevant requirements in this respect;
22.2 understands, and each account it represents has been advised that: (i) no offer of securities may be made in Australia except to a person who is a sophisticated investor or a professional investor who is also a wholesale client (each as defined in the Australian Corporations Act); and (ii) this Announcement including the Appendices issued by the Company in connection with the Placing or any regulatory announcement that may be issued by the Company:
(A) does not constitute an offer of securities for sale in Australia and does not constitute a Disclosure Document under Part 6D.2 of the Australian Corporations Act;
(B) does not and is not required to contain all the information which would be required under the Australian Corporations Act to be included in a Disclosure Document as defined under the Australian Corporations Act;
(C) has not been lodged with the Australian Securities and Investments Commission;
(D) does not constitute financial product advice in relation to the Placing and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that it intended to influence you in making a decision to participate in the offer; and
(E) does not constitute a Product Disclosure Statement as defined under the Australian Corporations Act (nor has a Product Disclosure Statement been or will be issued in relation to this offer) and no cooling-off regime applies to the financial products offered pursuant to this Announcement or any accompanying documentation;
22.3 acknowledges and agrees that any securities acquired pursuant to this Announcement are not, within 12 months of acquisition of the securities, able to be offered, transferred, assigned or otherwise alienated to investors in Australia except in circumstances where disclosure is not required under Part 6D.2 of the Australian Corporations Act or unless a compliant disclosure document is prepared and lodged with the Australian Securities and Investments Commission, ASX Limited ABN 98 008 624 691 or any successor entity thereto;
23. it understands, and each account it represents has been
advised and acknowledges that, (i) the Placing Shares have not been and will
not be registered under the Securities Act 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, within the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States; and (ii) no representation has been made as to the availability
of any exemption under the Securities Act or any relevant state or other
jurisdiction's securities laws for the reoffer, resale, pledge or transfer of
the Placing Shares;
24. It is and, at the time the Placing Shares are acquired, will
be:
24.1 located outside the United and (i) is subscribing for Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;
24.2 located within the United States and (i) is a QIB that is acquiring the Placing Shares in a transaction that is exempt from the registration requirements under the Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion); (ii) is not an ERISA Entity; (iii) has delivered an US Investor Letter substantially in a form provided to it;
24.3 acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
25. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Territory to any person and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
26. where it is subscribing for the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account and it has full
power to make, and does make, the acknowledgements, representations and
agreements herein on behalf of each such account;
27. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
28. it has not offered or sold and, prior to the expiry of a
period of six months from UK Admission, will not offer or sell any Placing
Shares to persons in the United Kingdom, except to persons whose ordinary
activities involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business 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 the FSMA;
29. any offer of Placing Shares may only be directed at persons in
member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to UK Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
30. 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;
31. it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;
32. if it has received any "inside information" as defined in the
UK Market Abuse Regulation about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the UK Market Abuse
Regulation, prior to the information being made publicly available;
33. (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and 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 persons or sold as any
Bank may in its discretion determine and without liability to such Placee. It
will, however, remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (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;
34. 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 Banks 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;
35. no Bank nor any of its Affiliates or its or their
Representatives nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and
participation in the Placing is on the basis that it is not and will not be a
client of any Bank and no Bank has any duties or responsibilities to it for
providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of any Bank's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
36. the exercise by any (or all) of the Banks of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Banks and the relevant Bank or the Banks (acting jointly) (as the case
may be) need not have any reference to any Placee and shall have no liability
to any Placee whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
the Banks, the Company or any of their respective Affiliates under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise;
37. 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. No
Bank, the Company nor any of their respective Affiliates will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest, fines or penalties) resulting
from a failure to observe this requirement. Each Placee and any person acting
on behalf of such Placee agrees to indemnify the Company, each Bank and their
respective Affiliates and 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 the Settlement Bank who will hold them as nominee on
behalf of such Placee until settlement in accordance with its standing
settlement instructions;
38. these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions (including 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 submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
any Bank or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
39. each of the Banks, the Company and their respective Affiliates
and others will rely upon the truth and accuracy of the representations,
warranties, agreements, undertakings and acknowledgements set forth herein and
which are given to each Bank on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises each Bank 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;
40. it will indemnify on an after-tax-basis and hold the Company,
each Bank and their respective Affiliates and Representatives and any person
acting on behalf of any of them harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of,
directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
41. it irrevocably appoints any director or authorised signatory
of the Banks 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;
42. its commitment to acquire Placing Shares on the terms set out
herein and in any 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 Banks' conduct of the Placing;
43. in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Ordinary Shares and in
the sector in which the Company operates and is aware that it may be required
to bear, and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing and has no
need for liquidity with respect to its investment in the Placing Shares; (iii)
it has relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group 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 any Bank; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to the Company, any Bank or any of their respective Affiliates or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;
44. neither the Company nor any Bank owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms and
conditions;
45. it may not rely on any investigation that any Bank 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 none of such persons has made
any representation or warranty to it, express or implied, with respect to the
suitability or 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, any Bank for the purposes of
this Placing;
46. in connection with the Placing, any Bank and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
any Bank or any of its Affiliates acting in such capacity. In addition, any
Bank or any of its Affiliates may enter into financing arrangements and swaps
with investors in connection with which such Bank or any of its Affiliates may
from time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. No Bank nor any of its Affiliates intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so; and
47. a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by the Banks. Each Bank reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of each of the Company
and each Bank (for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor any Bank will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty 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 Company nor any Bank are liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary 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) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold each Bank and/or the
Company and their respective Affiliates (as the case may be) 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 Bank or their respective Affiliates or their or their
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that each Bank and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is receiving a
fee in connection with its role in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any
Bank any money held in an account with such Bank on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the relevant Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course of its
own business; and the Placee will rank only as a general creditor of that
Bank.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Bank.
The rights and remedies of each Bank and the Company under the terms and
conditions set out in this Appendix are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to each Bank: (a)
if they are an individual, their nationality; or (ii) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. The
Banks shall notify the Placees and any person acting on behalf of the Placees
of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" means the proposed acquisition by the Company of the entire issued share
capital Helix Investments Limited (the holding company of the BizSpace
business) from BizSpace Group Limited, an entity controlled by Värde
"Acquisition Agreement" means the share purchase agreement dated the date of this Agreement between
the Company and BizSpace Group Limited in respect of the Acquisition;
"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);
"Australian Corporations Act" means the Corporations Act 2001 of the Commonwealth of Australia;
"Banks" means Berenberg, HSBC, Panmure Gordon and Peel Hunt;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch;
"Board" means the board of directors of the Company;
"Bookbuild" means the bookbuilding process to be commenced by the Banks immediately
following release of this Announcement 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;
"Capital Raise" means together the Placing, the South Africa Placing and the Retail Offer;
"Closing Date" means the day on which the transactions effected in connection with the
Placing will be settled;
"Code" the US Internal Revenue Code of 1986, as amended;
"Company" means Sirius Real Estate Limited;
"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;
"ERISA" the US Employee Retirement Income Security Act of 1974, as amended;
"ERISA Entity" any person that is: (i) an "employee benefit plan" as defined in Section 3(3)
of ERISA that is subject to Title 1 of ERISA; (ii) a "plan" as defined in
Section 4975 of the Code, including an individual retirement account or other
arrangement that is subject to Section 4975 of the Code; (iii) an entity which
is deemed to hold the assets of any of the foregoing types of plans, accounts
or arrangements that is subject to Title 1 of ERISA or Section 4975 of the
Code; or (iv) any governmental, church, non-US or other employee benefit plan
that is subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or Section 4975 of
the Code whose purchase, holding, and disposition of the Placing Shares could
constitute or result in a non-exempt violation of any such substantially
similar law;
"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated under the
laws of England and Wales;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"EUWA" means the European Union (Withdrawal) Act 2018;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as amended);
"Group" or "Sirius" means the Company and its subsidiary undertakings;
"HSBC" means HSBC Bank plc;
"JSE" means the main board of the Johannesburg Stock Exchange;
"JSE Admission" means the admission of the Placing Shares, the SA Placed Shares and the Retail
Offer Shares to trading on the JSE becoming effective in accordance with the
rules of the JSE;
"Lazard" means Lazard & Co., Limited
"Listing Rules" means the rules and regulations made by the FCA under the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Material Adverse Change" means a material adverse change or affecting, or any development reasonably
likely to result in a material adverse change in or affecting, the condition
(financial, operational, legal, or otherwise) or the earnings, management,
results of operations, business affairs, solvency, credit rating or prospects
of (i) the Group (taken as a whole) or (ii) the BizSpace Group (taken as a
whole), whether or not arising in the ordinary course of business at any time
prior to Admission;
"Offer Price" means the price per Ordinary Share at which the Offer Shares are to be
subscribed;
"Offer Shares" means together the Placing Shares, the PSG Placed Shares and the Retail Offer
Shares;
"Ordinary Share" means an ordinary share of no par value each in the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited;
"Peel Hunt" means Peel Hunt LLP;
"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" means the placing to take place by way of an accelerated bookbuild for which
the Banks have been appointed joint global coordinators and joint bookrunners
(on a several basis) (excluding, for the avoidance of doubt, the South Africa
Placing);
"Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement;
"Placing Results Announcement" means the announcement published by the Company confirming the results of the
Placing on a Regulatory Information Service immediately following the
execution of the Placing Terms;
"Placing Shares" means the new Ordinary Shares to be subscribed by the Placees under the
Placing;
"Placing Terms" has the meaning given to it in Appendix 1 to this Announcement;
"PRA" means the Prudential Regulation Authority;
"PSG Capital" or "PSG" means PSG Capital Proprietary Limited;
"PSG Irrevocable Undertaking" means an irrevocable undertaking in the agreed form pursuant to which SA
Placees agree to subscribe for SA Placed Shares;
"qualified institutional buyer" or "QIB" has the meaning given such term 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;
"Representative" means in respect of any person, any of their respective Affiliates or any of
their respective agents, directors, officers or employees;
"Restricted Territory" means Australia, New Zealand, Canada, Japan, the United States or any
jurisdiction in which the release, publication or distribution of this
Announcement is unlawful;
"Retail Offer" means the offer of the Retail Offer Shares on the PrimaryBid platform and on
the terms set out in a separate announcement;
"Retail Offer Shares" means the Ordinary Shares to be subscribed by investors under the Retail
Offer;
"Rule 144A" means Rule 144A under the Securities Act;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"South Africa" means the Republic of South Africa;
"South African Eligible Investors" means persons in South Africa who (i) fall within the categories of persons
set out in Section 96(1)(a) of the South African Companies Act, 2008 or (ii)
subscribe for Placing Shares for a minimum acquisition cost of ZAR1 000 000
for a single addressee acting as principal, as envisaged in section 96(1)(b)
of the South African Companies Act, 2008;
"SA Placed Shares" means Ordinary Shares to be subscribed for by SA Placees pursuant to the South
Africa Placing;
"SA Placees" means selected qualifying investors in South Africa who will subscribe for SA
Placed Shares pursuant to the South Africa Placing;
"Seller" means Värde
"South Africa Placing" means the private placing, by way of accelerated bookbuild, of Ordinary Shares
to selected qualifying investors in South Africa by PSG Capital in its
capacity as sole bookrunner and placing agent in South Africa;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"UK Admission" means admission of the Placing Shares, SA Placed Shares and the Retail Offer
Shares to the premium listing segment of the Official List and to trading on
the London Stock Exchange's main market for listed securities;
"UK Market Abuse Regulation" means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
of the EUWA;
"UK MiFID II" means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of
the EUWA;
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the EUWA;
"uncertificated" or "in uncertificated form" means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Investor Letter" means the letter in the form provided by any Bank; and
"Värde" Värde Partners.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America. All
references to "ZAR" are to the lawful currency of the Republic of South
Africa.
APPENDIX 3
ADDITIONAL DISCLOSURES REQUIRED in terms of THE JSE LISTINGS REQUIREMENTS
The Company will acquire the entire issued share capital of Helix Investments
Limited (the holding company of the BizSpace business), from BizSpace Group
Limited, an entity controlled by Värde on the terms set out in the
Acquisition Agreement. BizSpace is a leading provider of regional flexible
workspace, offering light industrial, workshop, studio and out of town office
units to a wide range of businesses across the UK.
The Acquisition constitutes a category 2 transaction in terms of the
JSE Listings Requirements.
The rationale for the Acquisition is disclosed under the "Strategic rationale"
heading above and further details in relation to the consideration payable,
the conditionality and other terms of the acquisition documentation are
disclosed under the "Details of the Acquisition, financing and expected
timetable" heading above.
1. WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT
The Acquisition Agreement contains certain representations and warranties by
the Seller in favour of the Company which are standard for a transaction of
this nature. Pursuant to the terms of the Acquisition Agreement, the
consideration payable upon completion will be £245.3m (including repayment of
a £38m seller intercompany loan), subject to a customary purchase price
adjustment for any amounts paid, or value returned, to the Seller or its
related parties by BizSpace or its group companies since 31 August 2021. On
completion of the Acquisition, Sirius will also assume BizSpace's existing
external financial debt of c.£146m. Completion of the Acquisition is
conditional upon completion of the Capital Raise. Completion of the
Acquisition is expected to occur on or around 19 November 2021. However, if
the Acquisition does not complete by 30 November 2021, the Seller may
terminate the Acquisition Agreement and Sirius will be required to pay a break
fee in the amount of £2.5m to the Seller.
2. THE PROPERTIES
Details of BizSpace's property portfolio (the "Properties") are set out below:
Location Number of Properties in region Gross lettable area Weighted annual average rental rate / m(2)* Purchase price
(by UK region)
(m(2)) by sector
(by UK region)(in £)**
North Industrial: 19 Industrial: 156,128 58 105.5m
Office: 6 Office: 21,951
Total:25
North West Industrial: 8 Industrial: 53,111 113 62.8m
Office: 4 Office: 12,487
Total:12
Midlands Industrial: 4 Industrial: 35,398 117 54.7m
Office: 8 Office: 19,714
Total:12
South West Industrial: 3 Industrial: 29,209 149 72.9m
Office: 8 Office: 34,191
Total:11
South Industrial: 5 Industrial: 23,723 177 84.1m
Office: 7 Office: 13,569
Total: 12
Notes:
a) *Weighted average rental by m(2), represents the gross rent roll by
area square meters of the combined sectors in the relevant UK region. Based on
management accounts as at August 2021.
b) ** These are indicative figures only, based on management accounts as
at August 2021. The Company has entered into a conditional agreement to
acquire the entire issued share capital of Helix Investments Limited (the
holding company of BizSpace), and as such, the consideration payable for the
BizSpace business has not been apportioned between the properties either by
individual properties or on a regional basis.
c) In addition to the consideration of £245.3m, the costs associated
with the Acquisition are estimated at £11.4m.
d) The portion of the consideration attributed in the table above to the
Properties in each region, is considered to be the aggregate fair market value
of the Properties in that region, as at the Effective Date, as determined by
the directors of the Company. The directors of the Company are not independent
and are not registered as professional valuers or as professional associate
valuers in terms of the Property Valuers Profession Act, No. 47 of 2000.
3. FINANCIAL INFORMATION
BizSpace Group Limited's gross asset value and net asset value, as at 31
December 2020, amounted to £377m and £173m respectively, while EBITDA and
profit before tax for the 12-month period ended 31 December 2020 (being the
most recent period for which audited annual financial statements have been
prepared) were £18.7m and £3.4m respectively. Profit after tax for the
aforementioned 12-month period amounted to £2.6m.
The audited annual financial statements of BizSpace Group Limited for the year
ending 31 December 2020 were prepared in terms of IFRS.
This Announcement contains statements about Sirius and BizSpace that are or
may be forward-looking statements. These forward-looking statements are not
based on historical facts, but rather reflect current expectations concerning
future results and events and generally. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Such forecast
financial information has not been reviewed or reported on by the Company's
auditors or a reporting accountant in terms of JSE Listings Requirements and
is the responsibility of the Company's directors.
4. OTHER
The Company confirms, for purposes of paragraph 9.16 of the JSE Listings
Requirements, that nothing in the constitutional documents of BizSpace Group
Limited will, in any way, frustrate or relieve the Company from compliance
with the JSE Listings Requirements.
JSE Sponsor
PSG Capital
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