REG - SSE Plc - Result of Equity Issue

SSEAnnouncement

12/11/2025 18:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251112:nRSL3209Ha&default-theme=true

RNS Number : 3209H  SSE PLC  12 November 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
IT (THE "ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

12 November 2025

SSE PLC ("SSE" OR THE "COMPANY")

 

RESULTS OF PLACING, RETAIL OFFER AND DIRECTORS' SUBSCRIPTION

 

Further to the announcement released by SSE plc earlier today, it now
announces the successful pricing of the non-pre-emptive placing of ordinary
shares of 50 pence each in the capital of the Company (the "New Ordinary
Shares") (the "Equity Issue").

 

Martin Pibworth, Chief Executive, said:

 

"We appreciate the very strong level of support behind this equity placing
from our investor base, and their clear endorsement of our transformational
investment plan announced today. Our focus now turns to accelerating our
investment to help build a cleaner, more secure and more affordable energy
system."

 

A total of 97,560,976 new Ordinary Shares in the capital of the Company (the
"Placing Shares") have been placed with existing institutional shareholders
and other investors by Morgan Stanley & Co. International plc ("Morgan
Stanley"), UBS AG London Branch ("UBS"), Barclays Bank PLC ("Barclays"), BNP
PARIBAS ("BNPP"), J.P. Morgan Securities plc (which conducts its UK investment
banking activities under the marketing name J.P. Morgan Cazenove) ("J.P.
Morgan"), Merrill Lynch International ("BofA Securities"), Banco Santander,
S.A. ("Santander") and RBC Europe Limited ("RBC Capital Markets") at a price
of 2,050 pence per Placing Share (the "Placing Price"). Morgan Stanley, UBS
and Barclays are acting as joint global co-ordinators and joint bookrunners in
connection with the Equity Issue (together, the "Joint Global Co-ordinators").
BNPP, J.P. Morgan and BofA Securities are acting as joint bookrunners in
connection with the Equity Issue (together, the "Joint Bookrunners").
Santander and RBC Capital Markets are acting as co-bookrunners in connection
with the Equity Issue (together the "Co-Bookrunners" and, together with the
Joint Global Co-ordinators and the Joint Bookrunners, the "Banks"). Morgan
Stanley and UBS are also SSE's Corporate Brokers.

 

Concurrently with the Placing, eligible retail investors have subscribed in
the offer made by the Company via RetailBook for a total of 339,342 new
Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail
Offer"). In addition, the executive management team and certain other
directors of the Company have subscribed for an aggregate of 16,319 Ordinary
Shares (the "Subscription Shares") at the Placing Price (the "Subscription").

 

The Placing, Retail Offer and Subscription in aggregate comprised 97,916,637
new Ordinary Shares which will raise gross proceeds of approximately £2.0bn
for the Company.

 

The Placing Price of 2,050 pence represents a premium of 3.8 per cent. to the
closing price on 11 November 2025, which was 1,975 pence. The Placing Shares,
Retail Offer Shares and Subscription Shares, in aggregate, represent
approximately 8.8 per cent. of the existing issued ordinary share capital of
SSE prior to the Equity Issue.

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

Applications have been made to the Financial Conduct Authority ("FCA") and
London Stock Exchange plc (the "LSE") respectively for the admission of the
Placing Shares, Retail Offer Shares and Subscription Shares to the Equity
Shares (Commercial Companies) ("ESCC") listing category of the Official List
of the FCA and to trading on the LSE's main market for listed securities
("Admission"). It is expected that Admission will become effective on or
before 8.00 a.m. on 14 November 2025. The Placing, Retail Offer and
Subscription are conditional upon, amongst other things, Admission becoming
effective and upon the placing agreement between the Company and the Banks not
being terminated in accordance with its terms.

The Placing Shares, Retail Offer Shares and Subscription Shares will, when
issued, be credited as fully paid and rank pari passu in all respects with the
existing Ordinary Shares, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after the date of
issue. This includes the interim dividend announced by the Company today.

For purposes of the Disclosure Guidance and Transparency Rules, following
Admission, the total number of shares in issue in the Company will be
1,210,449,661. SSE currently holds 3,494,395 shares as treasury shares, and,
therefore, following Admission, the total number of voting shares in SSE in
issue will be 1,206,955,266. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Disclosure Guidance and Transparency Rules.

Directors' participation in the Subscription

The following directors of the Company have subscribed for the following
number of Ordinary Shares at the Placing Price as part of the Subscription:

 

 Name                  Number of Ordinary Shares
 Martin Pibworth       12,195
 Barry O'Regan         2,439
 Sir John Manzoni      251
 Hixonia Nyasulu       243
 John Bason            186
 Melanie Smith         191
 Debbie Crosbie        176
 Dame Angela Strank    189
 Lady Elish Angiolini  97
 Maarten Wetselaar     352

 

The person responsible for making this Announcement on behalf of the Company
is Liz Tanner, Group General Counsel and Company Secretary.

 

 

For further information please contact:

 

 Enquiries
 Investors  SSE Investor Relations  ir@sse.com (mailto:ir@sse.com)        Michael Livingston  +44 (0)345 0760 530
 Media      SSE Media               media@sse.com (mailto:media@sse.com)  Ross Easton         +44 (0)345 0760 530
            MHP                                                           Oliver Hughes       +44 (0)7885 224 532
                                                                          James McFarlane     +44 (0)7854 142 665

 

 Morgan Stanley (Joint Global Co-ordinator, Joint Bookrunner and Joint
 Corporate Broker)
 Melissa Godoy      +44 (0) 20 7425 8000
 Josh Williams
 Adrian Doyle
 George Chalaris
 Emma Whitehouse

 

 UBS (Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker)
 Jonathan Grundy     +44 (0) 20 7567 8000
 David James
 Gareth McCartney
 Jonathan Retter
 Niccolò Avanzo
 Alex Bloch

 

 Barclays (Joint Global Co-ordinator and Joint Bookrunner)
 Cathal Deasy       +44 (0) 20 7623 2323
 Tom Johnson
 Chris Madderson
 Iain Smedley
 Aarti Singhal

 

 Rothschild & Co (Financial Adviser)
 John Deans       +44 (0) 20 7280 5000
 Emmet Walsh
 Robert Barnes
 Peter Nicklin

 

 

Freshfields LLP are acting as UK and US legal advisers to the Company. White
& Case LLP are acting as UK and US legal advisers to the Banks.

Pre-Emption Group reporting

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

 Name of issuer       SSE plc
 Transaction details  The Equity Issue of 97,916,637 new Ordinary Shares comprises the Placing to
                      institutional investors, the Retail Offer to eligible UK retail investors and
                      the Subscription by the executive management team and certain other directors,
                      and represents, in aggregate, approximately 8.8 per cent. of the existing
                      issued ordinary share capital of the Company prior to the Equity Issue.

                      Settlement for the Placing Shares, Retail Offer Shares and Subscription Shares
                      and Admission are expected to take place on or before 8.00 a.m. on 14 November
                      2025.

 Use of proceeds      The net proceeds of the Equity Issue will be used as part of the overall
                      funding of the Company's £33bn five-year strategic investment and capital
                      expenditure plan for FY26-30, as further detailed in a separate announcement
                      released by the Company earlier today.

 Quantum of proceeds  In aggregate, the Placing, Retail Offer and Subscription raised gross proceeds
                      of approximately £2.0bn and net proceeds of approximately £2.0bn.

 Discount             The Placing Price of 2,050 pence represents a premium of 3.8 per cent. to the
                      closing price on 11 November 2025, which was 1,975 pence.

 Allocations          Soft pre-emption has been adhered to in the allocations process, where
                      possible. Allocations were determined by a sub-committee of the Board, and
                      allocations were carried out in compliance with the applicable allocation
                      requirements. Allocations made outside of soft pre-emption were preferentially
                      directed towards existing shareholders in excess of their pro rata, and
                      wall-crossed investors.
 Consultation         Prior to launch of the Placing, the Joint Global Co-ordinators undertook a
                      market sounding process, including with major shareholders, to the extent
                      reasonably practicable and permitted by law.

 Retail investors     The Equity Issue included the Retail Offer, for a total of 339,342 Retail
                      Offer Shares, via RetailBook.

                      Eligible retail investors in the UK who participated in the Retail Offer were
                      able to do so at the same Placing Price as the institutional investors
                      participating in the Placing and the directors subscribing in the
                      Subscription.

                      In accordance with soft pre-emption principles, Retail Offer allocations were
                      prioritised for existing shareholders to ensure they receive at least their
                      pro-rata entitlement.

 

Important notices

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Unless otherwise stated, defined terms in this
Announcement have the meanings ascribed to them in Appendix 2 of the
announcement released by the Company earlier today titled "Proposed Placing of
New Ordinary Shares".

No action has been taken by the Company, UBS AG London Branch ("UBS"), Morgan
Stanley & Co. International plc ("Morgan Stanley"), Barclays Bank PLC
("Barclays" and, together with UBS and Morgan Stanley, the "Joint Global
Co-ordinators"), BNP PARIBAS ("BNPP"), J.P. Morgan Securities plc ("J.P.
Morgan"), Merrill Lynch International ("BofA Securities" and, together with
BNPP and J.P. Morgan, the "Joint Bookrunners"), Banco Santander, S.A.
("Santander") or RBC Europe Limited ("RBC Capital Markets" and, together with
Santander, the "Co-Bookrunners") or any of their respective Affiliates,
agents, directors, officers or employees, or any person acting on its or their
behalf that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes are required by the Company and
each of the Banks to inform themselves about, and to observe, such
restrictions. The term "Banks" when used herein shall mean, together, the
Joint Global Co-ordinators, the Joint Bookrunners and Co-Bookrunners, each
being, a "Bank". No prospectus, offering memorandum, offering document or
admission document has been or will be made available in any jurisdiction in
connection with the matters contained or referred to in this Announcement and
no such document is required (in accordance with the Prospectus Regulation
(EU) 2017/1129 (the "EU Prospectus Regulation") or assimilated Prospectus
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
IT, 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"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

This 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, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful or to any person to whom it is unlawful to make such offer
or solicitation. No public offering of the Placing Shares has been or is being
made in any such jurisdiction.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation ("Qualified Investors"); or (b) if in the United
Kingdom, "qualified investors" within the meaning of Article 2(e) of the UK
Prospectus Regulation who are (i) persons who have professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who
fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order; or (iii) otherwise, persons to whom it may
otherwise lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to which this
Announcement relates is available in: (a) member states of the EEA, only to
Qualified Investors; or (b) the United Kingdom, only to Relevant Persons, and
will in each case be engaged in only with such persons. This Announcement must
not be acted on or relied on by persons in: (a) member states of the EEA who
are not Qualified Investors; or (b) the United Kingdom who are not Relevant
Persons.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under the securities
laws of any State or other jurisdiction of the United States, and may not be
offered, sold or transferred directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
the securities laws of any State or any other jurisdiction of the United
States. Accordingly, the Placing Shares have been and are being offered and
sold by the Company only: (a) outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S under the Securities Act and
otherwise in accordance with applicable laws; and (b) in the United States to
a limited number of persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act). No public offering
of securities has been or is being made in the United States.

NOTICE TO CANADIAN INVESTORS

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

Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
Announcement (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of
the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult with a legal
advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts
("NI 33-105"), the Agents are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.

NOTICE TO AUSTRALIAN INVESTORS

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

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). All statements other than
statements of historical facts included in this Announcement are, or may be
deemed to be, forward-looking statements. Without limitation, any statements
preceded or followed by or that include 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, performance, achievements or developments to differ
materially from those expressed or implied in any 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 in any way by these forward-looking
statements. Due to such uncertainties and risks, undue reliance should not be
placed on such forward-looking statements, which speak only as of the date
hereof. In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement may not
occur. 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, 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 UK Listing Rules, the FSMA, UK MAR, the
DTRs, the rules of the London Stock Exchange or the FCA.

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland and authorised by the Prudential Regulation Authority ("PRA")
and subject to regulation by the Financial Conduct Authority ("FCA") and
limited regulation by the PRA in the United Kingdom. Morgan Stanley is
authorised by the PRA and regulated in the United Kingdom by the PRA and the
FCA. Barclays is authorised by the PRA and regulated in the United Kingdom by
the PRA and the FCA. BNPP is lead supervised by the European Central Bank
("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
(and its London Branch is authorised by the ECB, the ACPR and the PRA and
subject to limited regulation by the FCA and the PRA). J.P. Morgan (which
conducts its UK investment banking activities under the marketing name J.P.
Morgan Cazenove) is authorised by the PRA and regulated in the United Kingdom
by the PRA and the FCA. BofA Securities is authorised by the PRA and regulated
in the United Kingdom by the PRA and FCA. Santander is authorised by the Bank
of Spain and subject to limited regulation in the United Kingdom by the PRA
and FCA. RBC Capital Markets is authorised by the PRA and regulated in the
United Kingdom by the PRA and FCA. Each of the Banks is acting exclusively for
the Company and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing or any other matters referred to in this
Announcement and are not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protections afforded to
their clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement. None of the Banks is acting for
the Company with respect to the offer of the Retail Offer Shares.

Each of the Banks and their respective Affiliates may have engaged in
transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its Affiliates for which they would
have received customary fees and commissions. Each of the Banks and their
respective Affiliates may provide such services to the Company and/or its
Affiliates in the future. Certain of the Banks or their respective Affiliates
are lenders and/or may in the future be, lenders, and in some cases agents or
managers for the lenders, under certain of the Group's credit facilities and
other credit arrangements. The Company may use any net proceeds it receives
from the sale of the Placing Shares to repay financial indebtedness, which may
include such credit facilities and other credit arrangements. In their
capacity as lenders, such lenders may, in the future, seek a reduction of a
loan commitment to the Company or its Affiliates, or impose incremental
pricing or collateral requirements with respect to such facilities or credit
arrangements, in the ordinary course of business. In addition, certain of the
Banks or their Affiliates that have a lending relationship with the Company or
its Affiliates may routinely hedge their credit exposure to the Company and/or
its Affiliates consistent with their customary risk management policies; a
typical hedging strategy would include these Banks or their Affiliates hedging
such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in the
Company's securities.

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 by any of its Affiliates or any person acting on its
or 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 securities (including 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 Placing 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.

In the event that the Banks acquire Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable law and
regulation. None of the Banks, any of their respective Affiliates nor any
person acting on its or their behalf intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.

The Placing Shares to be issued or sold pursuant to the Placing, the Retail
Offer Shares to be issued or sold pursuant to the Retail Offer and the
Subscription Shares to be issued under the Subscription will not be admitted
to trading on any stock exchange other than the London Stock Exchange.

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and (b)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such Placing Shares are: (a) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II or the FCA Handbook
Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted by MiFID II or
the FCA Handbook Product Intervention and Product Governance Sourcebook (as
applicable) (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors (for the purposes of the Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Banks have only
procured investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the COBS; 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIEAPFAFFKSFFA



            Copyright 2019 Regulatory News Service, all rights reserved