REG - THG PLC - Proposed debt refinancing and equity placing
24/03/2025 18:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250324:nRSX9516Ba&default-theme=true
RNS Number : 9516B THG PLC 24 March 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE 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
24 March 2025
THG PLC
("THG" or the "Company")
Proposed debt refinancing to 2029 and associated equity contribution expected
to raise £70m, with £60m commitment from Matthew Moulding
· Proposed long-term capital structure supports THG's strategic growth
objectives following completion of Ingenuity demerger and entry into FTSE 250
· THG founder and chief executive Matthew Moulding to contribute
£60m in equity
· Substantial gross leverage reduction and maturity extension to
2029
THG announces a proposed refinancing to establish a long-term capital
structure, in support of THG's strategic growth targets. This represents
another significant step in THG's simplified debt and equity investment case
as a cash generative global retailer and brand owner, well positioned to
deliver on its next phase of development in its growing consumer markets.
The proposed refinancing comprises:
· a partial Amend & Extend ("A&E") of the existing EUR Term
Loan B ("TLB") to extend the maturity of €475m to December 2029;
· repayment of the £109m existing GBP Term Loan A and the
remaining €125m of the TLB through a combination of cash on balance sheet
and a new equity contribution of at least £60m and up to a maximum of £91.2m
(the "Equity Contribution"); and
· extending the maturity of the existing £150m Revolving Credit
Facility ("RCF") to May 2029 (collectively, the "Refinancing").
As a result of the proposed Refinancing, net total leverage (excl. leases)
would decrease from 3.2x to 2.6x based on continuing Adjusted EBITDA 1
(excluding Ingenuity) of £92m in 2024, on a fundamentally more cash
generative business.
THG's founder and CEO, Matthew Moulding, has agreed to contribute, in
aggregate, up to £60m to the Equity Contribution. This forms another
significant funding commitment by Matthew Moulding, having already invested
£50m in THG shares since IPO.
Under current authorisations, THG can issue up to c.91.86m shares for cash
(equivalent to c£31.2m at current market price).
Therefore, the Equity Contribution will comprise a combination of:
· a cash issue by way of a proposed accelerated bookbuild placing
(the "ABB") and/or direct subscriptions with the Company (the "Subscriptions")
of 91,855,591 new ordinary shares in the Company (the "Ordinary Shares"),
representing approximately 6.95% of THG's existing issued share capital or
equivalent to approximately £31.2m based on the closing price of THG's shares
on 24 March 2025, (the ABB and the Subscriptions, together being the "Equity
Placing") on the below terms:
o Matthew Moulding has agreed to subscribe for up to £31.2m in the Equity
Placing;
o the Equity Placing will be made available to eligible shareholders and
other long-term supporters of the Company and will allow, subject to investor
demand and certain conditions, eligible shareholders and other long-term
supporters to participate in the Equity Contribution; and
o to the extent any shares from the Equity Placing are allocated to
institutional investors, Matthew Moulding's subscription will be scaled back;
· a further equity injection from Matthew Moulding, structured by
way of a non-interest bearing convertible loan (the "Convertible Loan"), which
will raise up to £54.6m and may be scaled back by the Company based on demand
from institutional investors in the Equity Placing; and
· in addition, Matthew Moulding paying up partly paid shares
totalling approximately £5.35m.
In the event of scale back of Matthew Moulding's investment in the Equity
Placing, his envisaged investment via the Convertible Loan is expected to
increase (subject to a maximum amount of £54.6m). At the discretion of the
Company, the overall Equity Contribution can be upsized to allow investor
participation. To the extent the Equity Contribution exceeds £60m, the
incremental proceeds will be used for general corporate purposes.
Matthew Moulding, is expected to subscribe for new shares (the "Subscription
Shares"). The Subscription Shares will be subscribed for by Matthew Moulding
pursuant to a subscription agreement (the "Subscription Agreement") entered
into with the Company as part of the Subscription. The terms of the
Subscription Agreement provide for his subscription for up to £31.2 million
of Subscription Shares to be settled by an undertaking to pay the subscription
proceeds within 21 days of Admission in compliance with section 583 of the
Companies Act 2006.
Matthew Moulding's investments will be made personally or via FIC Shareco
Limited.
Recap and FY 2024 financial performance
On 2 January 2025, THG announced that the Ingenuity demerger had completed,
with THG's remaining business (the "RemainCo") consisting of its
category-leading THG Beauty and THG Nutrition businesses. THG now comprises:
· THG Beauty which operates prominent online platforms including
Lookfantastic, Cult Beauty and Dermstore, offering a valued route to market
for over 1,300 prestige third-party brands, alongside a specialist portfolio
of owned brands; and
· THG Nutrition, which is led by Myprotein, the world's largest
online sports nutrition brand, spanning multiple health and wellness
categories, delivering its products both directly to consumers and through
strategic offline partnerships worldwide.
As a result, THG today is now a focused global beauty, health & wellness
consumer brands group, with an attractive growth profile, strong cash
generation and an improved deleveraging path going forward.
Following the demerger, Ingenuity is operating as a separate, independent
private company, whilst retaining arm's length contracts with RemainCo for
various services across technology, fulfilment and marketing.
RemainCo delivered a robust FY 2024 financial performance, with continuing
revenue(( 2 )) of £1.7bn, and expects to report continuing Adjusted EBITDA of
£92m and free cash flow (before interest and adjusting items) of £44m 3 .
The group continuing Adjusted EBITDA pre demerger (i.e. including Ingenuity)
is expected to be £123m for FY 2024 (in line with analyst consensus
estimates).
More details of FY 2024 performance will be provided as part of the Group's
preliminary results and Q1 trading update expected to be announced on or
around 30 April.
Details of the Equity Placing
To enable eligible shareholders and other long-term supporters of the Company
to participate in the Equity Contribution, the Equity Placing is structured as
an ABB and/or Subscription of 91,855,591 newly issued Ordinary Shares in
aggregate, representing approximately 6.95% of THG's existing issued share
capital. Matthew Moulding has agreed to subscribe for up to £31.2m in the
Equity Placing by way of a direct subscription with the Company as part of the
Subscription. To the extent the Ordinary Shares subject to the Equity Placing
are allocated to institutional investors, Matthew Moulding's subscription will
be scaled back.
The ABB will be conducted by way of an accelerated bookbuild (the "Bookbuild")
which will be launched immediately following the release of this Announcement,
in accordance with the terms and conditions of the ABB set out in the Appendix
to this Announcement. The timing of the closing of the Bookbuild is at the
absolute discretion of Barclays Bank PLC ("Barclays") and the Company. The
price at which the Ordinary Shares which are to be issued pursuant to the ABB
(the "Placing Shares") are to be placed (the "Placing Price") will be
determined at the close of the Bookbuild by agreement between the Company and
Barclays.
The final number of Placing Shares will be determined at the close of the
Bookbuild, and the result will be announced as soon as practicable thereafter.
The allocation of the Placing Shares shall be determined together by, and at
the absolute discretion of, Barclays and the Company. Matthew Moulding and any
conflicted directors in the Company will not be involved in the allocation
process.
The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the Subscription Shares and 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.
The Subscription Shares will be subscribed for on the basis agreed pursuant to
the Subscription Agreement, rather than pursuant to the terms and conditions
of the ABB contained in the Appendix to this Announcement. The Subscription
Shares will be subscribed for at the Placing Price (or if the ABB terminates,
at a price determined by the Company).
Barclays is acting as global coordinator and bookrunner in relation to the
ABB. The Company has entered into a placing agreement with Barclays dated 24
March 2025 in connection with the ABB (the "Placing Agreement").
Applications will be made to: (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares and the Subscription Shares to the Equity
Shares (Commercial Companies) category of the Official List of the FCA; and
(ii) London Stock Exchange plc for admission of the Placing Shares and the
Subscription Shares to trading on its main market for listed securities
(together, "Admission").
It is expected that Admission will become effective at or around 8.00 a.m. on
27 March 2025 and that dealings in the Placing Shares and the Subscription
Shares will commence at that time. The ABB is conditional on, inter alia, the
entry into of (i) the agreements relating to the payment up and conversion of
the partly paid shares referred to above, (ii) the Convertible Loan, and (iii)
the Subscription Agreement, and there being no breach or termination of any of
the foregoing prior to Admission (save for any breach or termination which in
the good faith opinion of Barclays is not material in the context of the ABB
or Admission), but the ABB is not conditional on the completion of any of the
foregoing nor on the completion of the Refinancing. The ABB is also
conditional upon Admission becoming effective and the Placing Agreement not
being terminated in accordance with its terms. The Appendix to this
Announcement sets out further information relating to the Bookbuild and the
terms and conditions of the ABB.
Details of the other components of the Equity Contribution
Alongside the Equity Placing, the Company is to receive proceeds from:
i. An unsecured non-interest bearing Convertible Loan by Matthew
Moulding which will raise up to approximately £54.6m
· The Convertible Loan will be convertible into newly issued
Ordinary Shares at the Placing Price (or if the ABB terminates, at a price
determined by the Company), subject to adjustment upon the occurrence of
certain events, on or after 15 October 2025 conditional on shareholder
approval to do so being obtained (at the Company's 2025 AGM).
· At the Company's election, the size of the Convertible Loan could
be scaled back from approximately £54.6m by the amount of the proceeds raised
from the Equity Placing.
· If it has not previously converted, the Convertible Loan is
repayable on the earlier of 31 December 2030 and the date 12 months after
repayment, refinancing or replacement of the TLB and RCF. It is also repayable
on a change of control of the Company (or at the discretion of the Company,
convertible into newly issued Ordinary Shares if the shareholder approval
referred to above has been obtained at the time of the change of control).
ii. Paying up of partly paid shares which is expected to raise
approximately £5.35m
· Paying up by Matthew Moulding of 17,420,740 partly paid F and G
ordinary shares (expected to be 9,686,948 and 7,733,792 shares, respectively)
and their conversion into Ordinary Shares.
Only if the ABB is terminated or otherwise does not proceed, Mr Moulding's
commitments under the Convertible Loan, the Subscription Agreement and to pay
up partly paid shares will be conditional upon the proposed Refinancing
continuing to proceed as expected and not having been terminated prior to
Admission.
The composition of the Equity Contribution, including Matthew Moulding's
participation, will enable the Company to raise at least £60m as part of the
overall Refinancing exercise.
Additional features of the Equity Placing
Following the Equity Placing, the Company shall be subject to a lock-up period
of 90 calendar days following Admission, subject to waiver by Barclays, and to
certain customary exceptions.
The ABB, which is available to qualifying new and existing institutional
investors, will be launched immediately following the release of this
announcement. The timing of the closing of the Bookbuild is at the absolute
discretion of Barclays and the Company. The allocation of the Placing Shares
shall be determined by, and at the absolute discretion of, the Company
together with Barclays. Matthew Moulding and any conflicted directors in the
Company will not be involved in the allocation process. The results of the
Equity Placing will be announced as soon as practicable after the close of the
Bookbuild.
The ABB is subject to the terms and conditions set out in the Appendix to this
announcement (which forms part of this announcement, such announcement and the
Appendix together being this "Announcement").
Expected Timetable and Principal Events
Announcement of the Equity Placing 24 March 2025
Announcement of the results of the Equity Placing 25 March 2025
Admission and commencement in dealings in the new Ordinary Shares expected to 27 March 2025
commence
CREST accounts expected to be credited with new Ordinary Shares 27 March 2025
The above times and/or dates may be subject to change and, in the event of
such change, the revised times and/or dates will be notified by an
announcement through a Regulatory Information Service. All references to times
in this document are to London times
Features of the paying up of partly paid shares by Matthew Moulding
To the extent Matthew Moulding pays up more than the 17,420,740 partly-paid F
and G ordinary shares mentioned in paragraph (ii) above prior to 15 October
2025, Matthew Moulding will undertake not to convert such shares into Ordinary
Shares until after 15 October 2025 i.e. following the expiry of the 12-month
period after the October 2024 cash box placing.
Details of the proposed debt refinancing
As noted above the proposed debt refinancing comprises:
· a partial A&E of the TLB to extend the maturity of €475m to
December 2029
· repayment of the £109m existing GBP Term Loan A and the
remaining €125m of the TLB through a combination of cash on balance sheet
and the Equity Contribution;
· extending the maturity of the existing £150m RCF from May 2026
to May 2029.
· The Company expects the A&E to be completed in early April
and the Term Loan A to be repaid around mid-April.
Additional information
As a result of his role as a director of the Company, Matthew Moulding is
defined as a related party under the UK Listing Rules ("UKLRs") and, as a
result, his potential participation in the Equity Placing and provision of the
Convertible Loan constitute a related party transaction under paragraph 8.2.1R
of the UKLRs.
The Board (comprised for these purposes of independent directors) confirms its
view that the potential participation of Matthew Moulding in the Equity
Placing and entry into the Convertible Loan Agreement is fair and reasonable
as far as the shareholders of THG are concerned and that the Board has been so
advised by Rothschild & Co in its role as the Company's sponsor in
connection with the Equity Contribution.
For further information, please contact:
Investor Enquiries: Investor.Relations@thg.com
Kate Grimoldby, Director of Investor Relations and Strategic Projects
Media enquiries: +44 (0)20 7250 1446
Sodali & Co - Financial PR adviser thg@sodali.com
Victoria Palmer-Moore / Russ Lynch
THG PLC media-enquiries@thg.com
Barclays (Global Coordinator, Bookrunner and Joint Corporate Broker): +44 (0)20 7623 2323
Alastair Blackman
Richard Bassingthwaighte
Dominic Harper
Callum West
IMPORTANT NOTICE
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET
OUT HEREIN, TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF
AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE
COMPANY.
This Announcement, and the information contained herein, is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to persons in or into the United States, Australia, the Republic
of South Africa, Japan or any other jurisdiction in which release, publication
or distribution of this Announcement and/or an offer to sell or issue, or the
solicitation of an offer to buy, subscribe for or otherwise acquire, Placing
Shares or Subscription Shares (or the acceptance of any such offer) would be
unlawful (each, a "Restricted Territory"). The distribution of this
Announcement and/or the offer or sale of the Placing Shares or Subscription
Shares in certain jurisdictions may be restricted by law.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, transferred or delivered, directly or indirectly, in or into the United
States, except pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares and Subscription
Shares are being offered and sold outside of the United States in accordance
with Regulation S under the Securities Act ("Regulation S") and otherwise in
accordance with applicable laws.
No public offering of the Placing Shares or Subscription Shares is being made
in the United Kingdom, the United States, any other Restricted Territory or
elsewhere.
No action has been taken by the Company, Barclays Bank PLC ("Barclays" or the
"Bank"), any of their respective affiliates, or any person acting on behalf of
any of them, which would permit an offer of the Placing Shares or Subscription
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares or Subscription
Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Bank to inform themselves about, and to observe, any
restrictions contained in this Announcement. 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. Persons distributing this Announcement (or
any part thereof) must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to 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"), "qualified investors" ("Qualified Investors"), as defined in
Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"), (b) if in the United Kingdom, "qualified investors" as defined
in Article 2(e) of Regulation (EU) 2017/1129 as it forms part of assimilated
law by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented (the "UK Prospectus Regulation"), who are also: (i) persons 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) high net worth bodies corporate, unincorporated
associations or partnerships or trustees of high value trusts as described in
Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons referred to in (b) above
together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement or the ABB
relates is available only: (i) in any member state of the EEA, to Qualified
Investors; and (ii) in the United Kingdom, to 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. Persons distributing this Announcement (or any part thereof)
must satisfy themselves that it is lawful to do so.
All offers of the Placing Shares and Subscription Shares in the United Kingdom
and the EEA will be made pursuant to an exemption under the UK Prospectus
Regulation and the Prospectus Regulation, as applicable, 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
("FSMA") does not apply.
The Placing Shares, the Subscription Shares and this Announcement have not
been approved and will not be approved or disapproved by the US 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 ABB or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.
Accordingly, subject to certain exceptions, the Placing Shares and
Subscription Shares may not be offered, sold, transferred or delivered,
directly or indirectly, in or into 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.
Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward‐looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. The Bank and the Company each expressly disclaim any
obligation or undertaking to update or revise 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.
Barclays, which is authorised by the Prudential Regulation Authority and
authorised and regulated by the FCA, is acting exclusively for the Company and
for no one else in connection with the ABB and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the ABB, the contents of this Announcement or any other matter
referred to in this Announcement (including, without limitation, the
Subscription) and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving advice in
relation to the ABB, the contents of this Announcement or any other matter
referred to in this Announcement.
This Announcement is being issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no duty, responsibility or liability is or
will be accepted by or on behalf of the Bank, any of its affiliates, or any
person acting on behalf of any of them as to, or in relation to, the accuracy,
adequacy, fairness, completeness or verification of this Announcement or any
other written or oral information made available to or publicly available to
any party or its advisers, or any other statement made or purported to be made
by or on behalf of the Bank and/or any of its affiliates and/or by any person
acting on behalf of any of them in connection with the Company, the Placing
Shares, the Equity Placing or any other matter referred to in this
Announcement and any responsibility and liability whether arising in tort,
contract or otherwise therefor is expressly disclaimed.
N. M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised
and regulated by the FCA in the United Kingdom, is acting exclusively for the
Company and no one else in connection with the Equity Contribution and will
not be responsible to any other person for providing the protections afforded
to its clients or for providing advice in connection with Equity Contribution,
the contents of this Announcement or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Rothschild & Co by the FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Rothschild & Co nor any of its affiliates
(nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this
Announcement, any statement contained herein, the Equity Contribution or
otherwise. Rothschild & Co. accepts no responsibility whatsoever for, or
makes any representation or warranty, express or implied, as to the contents
of this Announcement, including its accuracy, completeness or verification or
for any other statement made or purported to be made by it, or on its behalf,
and nothing contained in this document is, or shall be, relied on as a promise
or representation in this respect, whether as to the past or the future, in
connection with the Company or the Equity Contribution. Rothschild & Co.
and its respective subsidiaries, branches and affiliates accordingly disclaim,
to the fullest extent permitted by law, all and any duty, liability and
responsibility whether arising in tort, contract or otherwise (save as
referred to above) in respect of this Announcement or any such statement or
otherwise.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Equity Placing or any other matter.
Recipients of this Announcement should conduct their own investigation,
evaluation and analysis of the business, data and other information described
in this Announcement. This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares or Subscription Shares.
The price and value of securities can go down as well as up and investors may
not get back the full amount invested upon the disposal of the shares. Past
performance is not a 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 or her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's 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.
The Placing Shares to be issued pursuant to the ABB will not be admitted to
trading on any stock exchange other than the main market for listed securities
of the London Stock Exchange.
Appendix 1 to this Announcement sets out the terms and conditions of the
ABB. By participating in the ABB, each Placee will be deemed to have read
and understood this Announcement (including the Appendices) in its entirety,
to be participating in the ABB and making an offer to acquire and acquiring
Placing Shares on the terms and subject to the conditions set out in Appendix
1 to this Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in Appendix 1 to this
Announcement.
Members of the public are not eligible to take part in the ABB and no public
offering of Placing Shares or Subscription Shares is being or will be made.
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.
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the ABB. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Bank 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 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.
Appendix 1
TERMS AND CONDITIONS OF THE ABB FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ABB. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT
HEREIN, TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED AT AND IS ONLY BEING DISTRIBUTED TO 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" ("QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF REGULATION
(EU) 2017/1129 (AS AMENDED, THE "PROSPECTUS REGULATION"); OR (B) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF ASSIMILATED LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED (THE "UK
PROSPECTUS REGULATION") WHO ARE ALSO (I) PERSONS 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) HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (B) ABOVE
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE ABB
RELATES IS AVAILABLE ONLY (I) IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED
INVESTORS; AND (II) IN THE UNITED KINGDOM, TO 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 OF STATE OF THE EEA, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO
SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING, FINANCIAL 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 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement, and the information contained herein, is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to persons in or into the United States, Australia, the Republic
of South Africa, Japan or any other jurisdiction in which release, publication
or distribution of this Announcement and/or an offer to sell or issue, or the
solicitation of an offer to buy, subscribe for or otherwise acquire, Placing
Shares (or the acceptance of any such offer) would be unlawful (each a
"Restricted Territory"). The distribution of this Announcement and/or the
ABB 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, Barclays Bank PLC ("Barclays" or the
"Bank") or any of their respective Affiliates, or any person acting on behalf
of any of them, 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 this Announcement (or any part thereof) must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any such action. Persons into whose possession this
Announcement comes are required by the Company and the Bank to inform
themselves about, and to observe, any restrictions contained in this
Announcement.
All offers of the Placing Shares in the United Kingdom and the EEA will be
made pursuant to an exemption under the UK Prospectus Regulation and the
Prospectus Regulation, as applicable, 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 ("FSMA") does not
apply.
The Placing Shares and this Announcement have not been approved and will not
be approved or disapproved by the US 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 ABB or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States.
Accordingly, subject to certain exceptions, the Placing Shares may not be
offered, sold, transferred or delivered, directly or indirectly, in or into
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 should be read in its entirety.
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 or on behalf of the Bank, any of its Affiliates, or any person
acting on behalf of any of them as to, or in relation to, the accuracy,
adequacy, fairness or completeness of this Announcement or any other written
or oral information made available to or publicly available to any party or
its advisers, or any other statement made or purported to be made by or on
behalf of the Bank, any of its Affiliates or any person acting on behalf of
any of them in connection with the Company, the Placing Shares or the ABB and
any responsibility and liability whether arising in tort, contract or
otherwise is expressly disclaimed.
Barclays, which is authorised by the Prudential Regulation Authority and
authorised and regulated by the FCA, is acting exclusively for the Company and
for no one else in connection with the ABB and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the ABB, the contents of this Announcement or any other matter
referred to in this Announcement (including, without limitation, the
Subscription) and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving advice in
relation to the ABB, the contents of this Announcement or any other matter
referred to in this Announcement.
None of the Bank, the Company, any of their respective Affiliates, or any
person acting on behalf of any of them, 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,
accounting, financial and related aspects of an investment in the Placing
Shares. In addition, none of the Bank, any of its Affiliates or any person
acting on behalf of any of them are acting for the Company with respect to the
Subscription or the Convertible Loan and none of the Bank, any of its
Affiliates or any person acting on behalf of any of them will have any
responsibilities, duties or liabilities, whether direct or indirect, whether
arising in tort, contract or otherwise in connection with the Subscription or
the Convertible Loan to any person in connection with the Subscription or the
Convertible Loan.
By participating in the ABB, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be bound by the terms and conditions
contained in this Appendix, including being deemed to provide (and shall only
be permitted to participate in the ABB on the basis that they have provided)
the representations, warranties, acknowledgements, indemnities, undertakings,
confirmations and agreements set out herein.
In particular, each such Placee represents, warrants, acknowledges,
undertakes, confirms and agrees that:
a) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage and dispose of any Placing
Shares that are allocated to it for the purposes of its business;
b) if it is in a member state of the EEA, it is a Qualified
Investor and undertakes that it will subscribe for, hold, manage and dispose
of any Placing Shares that are allocated to it for the purposes of its
business;
c) it is and, at the time the Placing Shares are subscribed
for, will be: (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S; or (ii) (a) a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act) ("QIB") that has executed and delivered,
or will execute and deliver, a US Investor Letter, and (b) subscribing for the
Placing Shares in a transaction pursuant to an exemption from, or not subject
to, the registration requirements of the Securities Act, acknowledging that
the Placing Shares have not been, and will not be, registered under the
Securities Act or with any state or other jurisdiction of the United States;
d) it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment discretion
in each case for investment purposes only and has the authority to make and
does make the representations, warranties, acknowledgements, indemnities,
undertakings, confirmations and agreements contained in this Announcement on
behalf of each such account; and
e) if it is a financial intermediary, including as that term
is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of the
UK Prospectus Regulation, as applicable, that it understands the resale and
transfer restrictions set out in this Appendix and that any Placing Shares
acquired by it in the ABB will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Bank has been given to each
such proposed offer or resale.
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), as applicable, and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. The Company is not, and has no intention of
becoming, a "reporting issuer", as such term is defined under Canadian
securities laws, in any province or territory of Canada. 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.
The offering of the Placing Shares may be made on a private placement basis in
the provinces of Ontario, Québec, British Columbia, Alberta and Manitoba, and
is exempt from the requirement that the Company prepare and file a prospectus
with the relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except to a person
who has represented to the Company and the Bank that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of
the Placing Shares subscribed for by a Canadian investor in this offering must
be made in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt from the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada.
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.
NOTICE TO SWISS INVESTORS
The Placing Shares may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of the Swiss Financial Services Act ("FinSA")
and no application has or will be made to admit the Placing Shares to trading
on any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither this Announcement nor any other offering or marketing
material relating to the Placing Shares constitutes a prospectus pursuant to
the FinSA, and neither this Announcement nor any other offering or marketing
material relating to the Placing Shares may be publicly distributed or
otherwise made publicly available in Switzerland. The offering of the
Placing Shares in Switzerland is exempt from the requirement to prepare and
publish a prospectus under the FinSA because such offering is made to
professional clients within the meaning of the FinSA only.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE ABB
Bookbuild
Following this Announcement, the Bank will commence a bookbuilding process in
respect of the ABB (the "Bookbuild") to determine demand for participation in
the ABB 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 ABB. This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the ABB.
Details of the Placing Agreement and of the Placing Shares
Barclays is acting as global co-ordinator, bookrunner and placing agent in
relation to the ABB. The Bank entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the terms and conditions set out
therein, the Bank, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing Shares at the
Placing Price or, in the event of any default by any Placee in paying the
Placing Price in respect of any Placing Shares allocated to it, to itself
subscribe for such Placing Shares at the Placing Price on the Closing Date.
The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and the Bank. Results of the ABB will be announced
as soon as practicable after the close of the Bookbuild.
The Bank is not acting for the Company with respect to the Subscription or the
Convertible Loan.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares and the
Subscription Shares including the right to receive all dividends and other
distributions declared in respect of the Ordinary Shares after the date of
issue. The Placing Shares will be issued free of any encumbrances, liens or
other security interests.
Application for admission to trading
Applications will be made to the Financial Conduct Authority ("FCA") for
admission of the Placing Shares to the equity securities (commercial
companies) category of the Official List of the FCA and to London Stock
Exchange plc ("London Stock Exchange") for admission to trading of the Placing
Shares on its Main Market for listed securities ("Admission"). It is
expected that Admission will become effective at 8.00 a.m. (London time) on 27
March 2025 (or such later date as may be agreed between the Company and the
Bank).
Participation in, and principal terms of, the ABB
1. The Bank is arranging the ABB as agent of the Company.
Participation will only be available to persons who may lawfully be, and
are, invited to participate by the Bank. The Bank and its Affiliates, and
any person acting on their behalf, are entitled to enter bids as principal in
the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price and the number of Placing Shares to be allocated to all Placees whose
bids are successful. The Placing Price and the aggregate proceeds to be
raised through the ABB will be agreed between the Bank and the Company
following completion of the Bookbuild. The results of the ABB will be
announced on a Regulatory Information Service following the completion of the
Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact at the Bank.
Each bid should state the number of Placing Shares which the prospective
Placee wishes to acquire at the Placing Price. Bids may be scaled down on
the basis referred to in paragraph 6 below. The Bank reserves the right not
to accept bids or to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 7:00 a.m.
(London time) on 25 March 2025 but may be closed earlier or later, at the
discretion of the Bank and the Company. The Bank may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Bank) to reduce the
number of shares to be issued pursuant to the ABB, in its absolute discretion.
5. Each Placee's allocation will be confirmed to Placees orally
or in writing by the Bank, acting as agent of the Company, following the close
of the Bookbuild, and a contract note or trade confirmation will be dispatched
as soon as possible thereafter. The terms of this Appendix will be deemed
incorporated into the contract note or trade confirmation. Subject to
paragraph 7 below, the Bank's oral or written 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 the Bank and the
Company, under which such Placee agrees to acquire the number of Placing
Shares allocated to it and to pay the Placing Price on the terms and
conditions set out in this Appendix.
6. Subject to paragraphs 2 and 3 above, the Bank will, in
effecting the ABB, agree with the Company the identity of the Placees and the
basis of allocation of the Placing Shares and may scale down any bids for this
purpose on such basis as it may determine. The Bank may also,
notwithstanding paragraphs 2 and 3 above and subject to the prior consent of
the Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time. The acceptance of offers shall be at the absolute
discretion of the Company and the Bank.
7. 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 Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the Bank, to pay the Bank (or as it may
direct) in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares that such Placee has agreed to acquire.
Each Placee's obligations will be owed to the Bank.
8. Except as required by law or regulation, no press release
or other announcement will be made by the 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.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the ABB is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the ABB will be required to be made at the same time, on
the basis explained below under "Registration and Settlement".
10. All obligations under the Bookbuild and ABB will be subject
to fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the ABB" and to the ABB not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
11. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the ABB 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 the Bank.
12. To the fullest extent permissible by law, none of the Bank,
the Company, any of their respective Affiliates, or any person acting on
behalf of any of them shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or otherwise).
In particular, none of the Bank, the Company, any of their respective
Affiliates or any person acting on behalf of any of them shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bank's conduct of the Bookbuild or of such
alternative method of effecting the ABB as the Bank, its Affiliates and the
Company may agree.
13. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to subscribe for
Placing Shares on the terms set out herein will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the ABB
and Placees will have no right to be consulted or require that their consent
be obtained with respect to the Company's or the Bank's conduct of the ABB.
14. All times and dates in this Announcement may be subject to
change. The Bank shall notify the Placees and any person acting on behalf of
the Placees of any changes.
Conditions of the ABB
The ABB is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms. The Bank's
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):
a) the publication by the Company of the results of the ABB
through a Regulatory Information Service;
b) in the opinion of the Bank (acting in good faith), there
having been no Material Adverse Change since entering into the Placing
Agreement at any time prior to Admission;
c) the Company having complied with all of the agreements and
undertakings, and satisfied or performed all of the conditions and obligations
on its part to be performed or satisfied, under the Placing Agreement and in
connection with the ABB, the Subscription and Admission in each case which
fall to be performed or satisfied on or prior to Admission, save in each case
for any non-compliance, non-performance or non-satisfaction which in the
opinion of the Bank (acting in good faith) is not material in the context of
the ABB or the Admission;
d) the representations and warranties given by the Company in
the Placing Agreement being true and accurate and not misleading on and as of
the times they are given by reference to the facts and circumstances then
subsisting;
e) the Subscription Agreement having been duly executed and
delivered by the parties thereto, being valid, binding and enforceable in
accordance with its terms, remaining in full force and effect and not having
been amended or terminated and there having occurred no default or breach by
the parties thereto of the agreement, save for any amendment, termination,
default or breach which, in the opinion of the Bank (acting in good faith), is
not material in the context of the ABB or the Admission;
f) the Convertible Loan having been duly executed and
delivered by the parties thereto, being valid, binding and enforceable in
accordance with its terms, remaining in full force and effect and not having
been amended or terminated and there having occurred no default or breach by
the parties thereto of any agreement, save for any amendment, termination,
default or breach which, in the opinion of the Bank (acting in good faith), is
not material in the context of the ABB or the Admission;
g) each of the Partly Paid Shares Agreements having been duly
executed and delivered by the parties thereto, being valid, binding and
enforceable in accordance with its terms, remaining in full force and effect
and not having been amended or terminated and there having occurred no default
or breach by the parties thereto of any agreement, save for any amendment,
termination, default or breach which, in the opinion of the Bank (acting in
good faith), is not material in the context of the ABB or the Admission;
h) the Debt Refinancing timely launching by way of a Bloomberg
announcement (the "Refinancing Launch Announcement") on terms consistent with
those set out in this Announcement, and there being no variation to the terms
set out in the Refinancing Launch Announcement, and the Debt Refinancing not
having been terminated, save for any inconsistency or variation which in the
opinion of the Bank (acting in good faith) is not material in the context of
the ABB or the Admission;
i) the Company having allotted, subject only to Admission,
the Placing Shares in accordance with the Placing Agreement; and
j) Admission of the Placing Shares occurring at or before
8:00 a.m. (London time) on 27 March 2025 (or such later date as the Company
and the Bank may agree).
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bank by the relevant time or date specified (or such later time or date as the
Company and the Bank may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Termination of the Placing
Agreement", the ABB will lapse and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on its behalf
in respect thereof.
The Bank may, at its discretion, and upon such terms as it thinks fit, extend
the time for the satisfaction of any condition or waive compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the above
conditions relating, inter alia, to Admission taking place and the Company
allotting the Placing Shares may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.
None of the Bank, the Company, any of their respective Affiliates, or any
person acting on behalf of any of them shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the ABB
nor for any decision it may make as to the satisfaction of any condition or in
respect of the ABB generally and by participating in the ABB each Placee
agrees that any such decision is within the absolute discretion of the Bank.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Bank may (acting in good faith and following consultation with the Company
to the extent reasonably practicable), at any time before Admission, terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including, inter alia, if (in summary): (i) there has been a breach by the
Company of any of the representations, warranties or undertakings given by the
Company under the Placing Agreement, save for any breach which in the opinion
of the Bank (acting in good faith) is not material in the context of the ABB
or Admission; (ii) there has been a breach by the Company of any of its
obligations in the Placing Agreement, the Subscription Agreement, or the
Convertible Loan, save for any breach which in the opinion of the Bank (acting
in good faith) is not material in the context of the ABB or Admission; (iii)
in the opinion of the Bank (acting in good faith), there has been a Material
Adverse Change; (iv) an application for Admission is refused by the FCA or the
London Stock Exchange; or (v) there has occurred, or in the opinion of the
Bank (acting in good faith) it is reasonably likely that there will occur, a
material adverse change in certain financial markets, any outbreak of
hostilities or escalation thereof, any act of terrorism or war or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial economic conditions,
currency exchange rates or exchange controls, a suspension or material
limitation to trading generally on the New York Stock Exchange, the NASDAQ
National Market or the London Stock Exchange, a material disruption in
commercial banking or securities settlement or clearance services, the
declaration of a banking moratorium, or an actual or prospective adverse
change in taxation or the imposition of exchange controls, and, in the opinion
of the Bank (acting in good faith), such event makes it impossible,
impracticable or inadvisable to proceed with the ABB or the delivery of the
Placing Shares pursuant to the Placing Agreement.
By participating in the ABB, Placees agree that the exercise by the Bank of
any right of termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bank or for agreement between the
Company and the Bank and that neither the Bank nor the Company need make any
reference to, or consult with, Placees, and that none of Bank, the Company,
any of their respective Affiliates, directors, officers or employees, or any
person acting on behalf of any of them shall have any liability to Placees
whatsoever in connection with any such exercise or failure to so exercise.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus, offering document or admission document to be published. No
prospectus, offering document or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other competent
authority) in relation to the ABB, and no prospectus or equivalent document is
required (in accordance with the Prospectus Regulation or the UK Prospectus
Regulation) to be published in the United Kingdom or in any other
jurisdiction.
Placees' commitments will be made solely on the basis of their own assessment
of the Company, the Placing Shares and the ABB based on publicly available
information taken together with the information contained in this Announcement
and the Exchange Information (as defined below) 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 contract note or trade
confirmation to be provided to individual prospective Placees by the Bank.
Each Placee, by participating in the ABB, agrees that the content of this
Announcement and the publicly available information released by or on behalf
of the Company is exclusively the responsibility of the Company and confirms
to the Bank and the Company that it has neither received nor relied on any
other information, representation, warranty, or statement made by or on behalf
of the Company (other than publicly available information) or the Bank or its
Affiliates or any other person and none of the Bank, the Company, or any of
their respective Affiliates or any other person will be responsible or liable
for any Placee's decision to participate in the ABB based on any other
information, representation, warranty or statement which the Placee 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 ABB, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company when deciding to participate in the ABB. No
Placee should consider any information in this Announcement to be legal, tax,
business, accounting, financial or other advice. Each Placee should consult
its own attorney, tax adviser, business adviser, accountant and financial
adviser for legal, tax, business, accounting, financial and other advice
regarding an investment in the Placing Shares.
Restriction on issues of securities
The Company has undertaken to the Bank that, from the date of the Placing
Agreement until 90 calendar days after the Closing Date (both dates
inclusive), it will not, without the prior written consent of the Bank enter
into certain transactions involving or relating to the Ordinary Shares,
subject to certain customary exceptions.
By participating in the ABB, Placees agree that the exercise by the Bank of
any power to grant consent to waive the undertaking by the Company shall be
within the absolute discretion of the Bank and that it need not make any
reference to, or consult with, Placees and that it 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: GB00BMTV7393)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Bank and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the ABB will be sent a contract note or trade confirmation in accordance with
the standing arrangements in place with the Bank stating the number of Placing
Shares to be allocated to it at the Placing Price, the aggregate amount owed
by such Placee to the Bank and settlement instructions. It is expected that
such contract note or trade confirmation will be dispatched on or around 25
March 2025 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the Bank. In
the event of any difficulties or delays in the admission of the Placing Shares
to CREST or the use of CREST in relation to the ABB, the Company and the Bank
may agree that the Placing Shares will be issued in certificated form.
The Company will deliver the Placing Shares to a CREST account operated by the
Bank and the Bank will enter into its delivery (DEL) instruction into the
CREST system. The Bank will hold any Placing Shares delivered to its CREST
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 27 March 2025 on a T+2 basis in
accordance with the instructions given to the Bank.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Bank.
Each Placee agrees that, if it does not comply with these obligations, the
Bank may acquire and retain such shares as principal or may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds 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 or penalties) which may arise in any
jurisdiction upon the sale of such Placing Shares on such Placee's behalf.
The foregoing is without prejudice to any cause of action the Bank may have
against a defaulting Placee. If Placing Shares are to be delivered to a
custodian or settlement agent, Placees should ensure that the contract note or
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, save 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 Bank nor the Company shall be responsible for the
payment thereof.
Representations and warranties
By participating in the ABB each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bank (in its capacity as
global coordinator, bookrunner and as placing agent of the Company in respect
of the ABB) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement
(including this Appendix) in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement and that it has not relied on, and
will not rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the
Bookbuild, the ABB, the Company, the Placing Shares or otherwise (other than
as expressly stated in this Announcement);
2. that no prospectus, offering document or admission
document has been or will be prepared in connection with the ABB or is
required under the Prospectus Regulation or the UK Prospectus Regulation and
it has not received and will not receive a prospectus, offering document or
admission document in connection with Admission, the Bookbuild, the ABB or the
Placing Shares;
3. that the issued Ordinary Shares are admitted to
listing on the equity shares (commercial companies) category of the Official
List of the FCA and to trading on the main market of the London Stock Exchange
and the Company is therefore required to publish certain business and
financial information in accordance with applicable law, including UK MAR, the
DTRs and the rules and practices of the London Stock Exchange and/or the FCA
(collectively, the "Exchange Information"), which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information and that it
is able to obtain or access such Exchange Information;
4. that none of the Bank, the Company, any of their
respective Affiliates or 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 Bookbuild, the ABB, the Placing Shares or the Company or any
other person other than this Announcement and the Placing Results Announcement
(each of which is the sole responsibility of the Company), nor has it
requested any of the Bank, the Company, any of their respective Affiliates 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 Bank,
that it is not, and at the time the Placing Shares are acquired, neither it
nor any beneficial owner of the Placing Shares will be, a resident of, nor
have an address in, a Restricted Territory, and further acknowledges that the
Placing Shares have not been and will not be registered or otherwise
qualified, for offer or sale nor will a prospectus, offering document or
admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any other
Restricted Territory or elsewhere 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;
6. that the content of this Announcement is
exclusively the responsibility of the Company and that none of the Bank, any
of its Affiliates or 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, representation or
statement previously or subsequently published by or on behalf of the Company,
including, without limitation, the Exchange Information, and will not be
liable for any Placee's decision to participate in the ABB based on any
information, representation or statement contained in this Announcement or any
information, representation or statement previously published by or on behalf
of the Company or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing Shares is
contained in this Announcement and the Exchange Information (save that in the
case of Exchange Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law in the
absence of this paragraph), such information being all that it deems necessary
to make an investment decision in respect of the Placing Shares, and that it
has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by any of the
Bank, the Company, any of their respective Affiliates or any person acting on
behalf of any of them and none of the Bank, the Company, any of their
respective Affiliates or any person acting on behalf of any of them will be
liable for any Placee's decision to accept an invitation to participate in the
ABB based on any other information, representation, warranty or statement.
Each Placee further acknowledges and agrees that 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 ABB and that
none of the Bank, any of its Affiliates or 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 ABB or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
7. that it has not relied on any information,
representation or statement relating to the Company contained in any research
report prepared by the Bank, any of its Affiliates or any person acting on
behalf of any of them and understands that (i) none of the Bank, any of its
Affiliates or any person acting on behalf of any of them has or shall have any
liability for any such information, representation or statement; (ii) none of
the Bank, any of its Affiliates or any person acting on behalf of any of them
has or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) none of
the Bank, any of its Affiliates or any person acting on behalf of any of them
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, representation or statement,
whether at the date of publication, the date of this Announcement or
otherwise;
8. that the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the ABB as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing Shares would
give rise to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
9. that it acknowledges that no action has been or
will be taken by any of the Bank, the Company, any of their respective
Affiliates or any person acting on behalf of any of them that would, or is
intended to, permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled
to acquire the Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Bank, the Company, any of their respective
Affiliates or any person acting on behalf of any of them acting in breach of
the legal or regulatory requirements of any jurisdiction in connection with
the ABB;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the ABB 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;
12. that it has complied with its obligations under the
Criminal Justice Act 1993 and UK MAR and, in connection with money laundering
and terrorist financing, under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for verification of
identity, the Bank (for itself and as agent on behalf of the Company) has not
received such satisfactory evidence, the Bank and/or the Company may, in their
absolute discretion, terminate the Placee's ABB participation in which
event all funds delivered by the Placee to the Bank will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;
13. that it is acting as principal only in respect of the
ABB 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,
confirmations, undertakings, representations, warranties and agreements herein
on behalf of each such person; and (ii) it is and will remain liable to the
Bank and the Company for the performance of all its obligations in respect of
the ABB (regardless of the fact that it is acting for another person);
14. if in a member state of the EEA, it is a Qualified
Investor;
15. if in the United Kingdom, it is a Relevant Person;
16. if in Switzerland, it is a professional client within
the meaning of article 4, paragraph 3 of FinSA;
17. it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentation or other materials concerning the ABB, in or into the United
States or any other Restricted Territory (including electronic copies
thereof), directly or indirectly, whether in whole or in part, to any person,
and it has not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is authorised
in writing by each managed account to acquire the Placing Shares for each
managed account and it has full power to make the acknowledgements,
confirmations, undertakings, representations, warranties and agreements herein
on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing Shares is
in full compliance with applicable laws and regulations;
21. if it is acting as a financial intermediary, including
as that term is used in Article 5(1) of the Prospectus Regulation and Article
5(1) of the UK Prospectus Regulation, as the case may be, that the Placing
Shares acquired by it in the ABB will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in 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 Bank and the Company has been
given to the proposed offer or resale;
22. that in the United Kingdom any offer of Placing Shares
may only be directed at persons who are Relevant Persons and represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom except to Relevant
Persons or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom within the
meaning of the UK Prospectus Regulation and section 85(1) of FSMA;
23. that in member states of the EEA any offer of Placing
Shares may only be directed at persons who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the EEA except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation;
24. that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not require approval of the communication
by an authorised person and agrees that this Announcement has not been
approved by the Bank in its capacity as an authorised person under section 21
of FSMA and it may not therefore be subject to the controls which would apply
if it was made or approved as a financial promotion by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom;
26. if it has received any "inside information" for the
purposes of UK MAR about the Company in advance of the ABB, 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 UK MAR, prior to the
information being made publicly available; or (iii) taken any other action
that is in breach of UK MAR;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to acquire the Placing Shares
under the laws of all relevant jurisdictions which apply to it; (ii) it has
paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Bank, the Company, any of their respective Affiliates or
any person acting on behalf of any of them being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering requirements of any
territory in connection with the ABB; and (iv) that the acquisition of the
Placing Shares by it or any person acting on its behalf will be in compliance
with applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, and otherwise;
28. that it (and any person acting on its behalf) has the
funds available to pay for and will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
set out herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other Placees, acquired or sold
as the Bank may in its absolute discretion determine (subject to the
allocation policies agreed with the Company) and without liability of any
person to such Placee. The Placee will, however, remain liable for any
shortfall and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) imposed in any jurisdiction due
pursuant to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its behalf;
29. that it acknowledges and confirms that if it fails to
make payment for Placing Shares allocated to it, the Bank may assign its
rights and powers under this Appendix against such defaulting Placees to a
third party without notice to the relevant Placees;
30. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to acquire, and that the Bank 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;
31. that none of the Bank, any of its Affiliates or any
person acting on behalf of any of them, is making any recommendation to it, or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the ABB and that participation in the ABB is on
the basis that it is not and will not be a client of the Bank and that the
Bank does not have any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the ABB nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of the Bank's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
32. that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its nominee (on its
behalf), as the case may be. None of the Bank, the Company or 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 imposed in any
jurisdiction (together with any interest 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 Bank, the Company and each of
their respective Affiliates 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 Bank who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;
33. that these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and it 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 or in
connection with these terms and conditions and any such agreement and/or
non-contractual obligations, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together with any
interest chargeable thereon) may be taken by the 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;
34. that the Bank, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings, confirmations and
acknowledgements set forth herein and which are given to the Bank and the
Company and are irrevocable and it irrevocably authorises the 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;
35. that it will indemnify on an after-tax basis and hold
the Bank, the Company, each of their respective Affiliates 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, agreements, undertakings, confirmations and
acknowledgements given by the Placee (and any person acting on such Placee's
behalf) in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the ABB;
36. that it acknowledges that it irrevocably appoints any
director or authorised signatory of the Bank 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 or its nominee (on its behalf) to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the ABB;
37. that it acknowledges that its commitment to acquire
Placing Shares on the terms set out herein, and in the contract note or trade
confirmation, will continue notwithstanding any amendment that may in future
be made to the terms and conditions of the ABB 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 Bank's conduct of the ABB;
38. that in making any decision to acquire the Placing
Shares (i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of acquiring the Placing Shares, (ii) it is
experienced in investing in securities of this nature in the Company's sector
and is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete loss in
connection with, the ABB, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the ABB,
including the merits and risks involved and not upon any view expressed or
information provided by or on behalf of the Bank, (iv) it has had sufficient
time and access to information to consider and conduct its own investigation
with respect to the acquisition 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 investment decision, (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk, and
(vi) it will not look to the Bank, the Company, any of their respective
Affiliates or any person acting on behalf of any of them for all or part of
any such loss or losses it or they may suffer;
39. that it acknowledges and agrees that none of the Bank,
the Company, any of their respective Affiliates or any person acting on behalf
of any of them owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that it understands and agrees that it may not rely on
any investigation that the Bank, any of its Affiliates or any person acting on
behalf of any of them may or may not have conducted with respect to the
Company and its Affiliates or the ABB, and none of the Bank, any of its
Affiliates or any person acting on behalf of any of them have made any
representation or warranty to it, express or implied, with respect to the
merits of the ABB, the acquisition of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its Affiliates, or as to
any other matter relating thereto, and nothing herein shall be construed as
any investment or other recommendation to it to acquire the Placing Shares.
It acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the Bank for the purposes of the ABB;
41. that it acknowledges and agrees that it will not hold
the Bank, any of its Affiliates or any person acting on behalf of any of them
responsible or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the "Information")
and that none of the Bank nor any of its Affiliates nor any person acting on
behalf of any of them makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
42. that in connection with the ABB, the Bank and its
Affiliates may acquire a portion of the shares in the Company and in that
capacity may retain, acquire 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 ABB. Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to the Bank and its Affiliates (as
applicable) acting in such capacity. In addition, the Bank and its
Affiliates may enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which such
person(s) may from time to time subscribe for, acquire, hold or dispose of
such securities of the Company, including the Placing Shares. Neither the
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;
43. that a communication that a transaction or the book is
"covered" refers to the position at the time of the communication and is not
any indication or assurance that the book will remain covered, that the ABB
will take place on any terms indicated or at all, or that if the ABB does take
place the ABB and securities will be fully distributed by the Bank. The Bank
reserves the right to take up a portion of the securities in the ABB as a
principal position at any stage at its sole discretion and will, inter alia,
take account of the Company's objectives, requirements under UK MiFIR,
requirements under MiFID II and/or the allocation policy;
44. that it acknowledges that the Placing Shares have not
been registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be cleared or
approved in respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United States,
nor approved or disapproved by the US Securities and Exchange Commission, any
state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the ABB or the accuracy or adequacy of this Announcement. The
Placing Shares have not been and will not be registered or otherwise qualified
for offer and sale nor will a prospectus be cleared or approved in respect of
the Placing Shares under the securities laws of any Restricted Territory and,
subject to certain exceptions, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, in, into or within the
United States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required, and no action has
been or will be taken by the Bank, the Company, any of their respective
Affiliates or any person acting on behalf of any of them that would, or is
intended to, permit a public offer of the Placing Shares in the United States
or any other Restricted Territory or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such action for
that purpose is required;
45. that the Placing Shares are being offered and sold by or
on behalf of the Company in "offshore transactions" (as defined in Regulation
S under the Securities Act) or pursuant to another exemption from, or
transaction not subject to, the registration requirements under the Securities
Act. It and the prospective beneficial owner of the Placing Shares is, and
at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" or a QIB
(as defined in Rule 144A under the Securities Act). It is acquiring the
Placing Shares for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part, in the United States;
46. to be bound by the terms of the articles of association
of the Company;
47. that it is not acquiring any of the Placing Shares as a
result of any form of directed selling efforts (as defined in Regulation S) or
by means of any "general solicitation" or "general advertising" (as described
in Regulation D under the Securities Act);
48. that it will not directly or indirectly offer, reoffer,
resell, transfer, assign, pledge or otherwise dispose of any Placing Shares
except: (a) in an offshore transaction as defined in, and in accordance with,
Rule 903 or Rule 904 of Regulation S outside the United States; (b) in the
United States to a person that it or any person acting on its behalf
reasonably believes to be a QIB who is purchasing for its own account or for
the account of another person who is a QIB in a transaction pursuant to Rule
144A under the Securities Act (it being understood that all offers or
solicitations in connection with such a transfer are limited to QIBs and do
not involve any means of general solicitation or general advertising); (c)
pursuant to Rule 144 under the Securities Act (if available); (d) to the
Company; or (e) pursuant to another available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, and if the Company shall so require, subject to delivery to the Company
of an opinion of counsel (and such other evidence as the Company may
reasonably require) that such transfer or sale is in compliance with the
Securities Act, in each case, in accordance with any applicable securities
laws of any state or other jurisdiction of the United States; and that it will
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
49. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, and for so long as the Placing Shares are restricted
securities, it will not deposit such shares in any unrestricted depositary
facility established or maintained by any depositary bank, and it agrees to
notify any transferee to whom it subsequently reoffers, resells, pledges or
otherwise transfers the Placing Shares of the foregoing restrictions on
transfer;
50. that no representation has been made as to the
availability of the exemption provided by Rule 144 or any other exemption
under the Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares; and
51. that the Bank and its Affiliates may have engaged in
transactions with, and provided various commercial banking, investment banking
and financial advisory services in the ordinary course of their business to,
the Company and/or its Affiliates for which they would have received customary
fees and commissions and that the Bank and its Affiliates may provide such
services to the Company and/or its Affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as the Bank (for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on behalf of any of them) and are
irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Bank nor the Company owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents or nominees, direct from the Company for the Placing Shares in
question. None of the Company, the Bank, their respective Affiliates nor any
person acting on its or their behalf will be responsible for any UK stamp
duty or UK stamp duty reserve tax (including any interest and penalties
relating thereto) arising in relation to the Placing Shares in any other
circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation 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. None of the Bank, the Company, or their
respective Affiliates or any person acting on its or their behalf will be
liable to bear any stamp duty or stamp duty reserve tax or any other similar
duties or taxes ("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the acquisition
by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
for transfer taxes arising otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the ABB as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold the Bank, the Company and
their respective Affiliates 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.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Bank and 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 the Bank is receiving a
fee in connection with its role in respect of the ABB as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Bank, any money held in an account with the 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 Bank's money in accordance with the client
money rules and will be used by the Bank in the course of its own business;
and the Placee will rank only as a general creditor of the Bank.
All times and dates in this Announcement may be subject to amendment by the
Bank and the Company (in their absolute discretion). The Bank will notify
the Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser being, (i) if you are
resident in the United Kingdom a financial adviser who is authorised under
FSMA or (ii) another appropriately authorised professional adviser if you are
resident in a territory outside of the United Kingdom.
The rights and remedies of the Bank and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Bank:
a) if he or she is an individual, his or her nationality; or
b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Unless the context requires otherwise, references in this Appendix 1 to
acquire (and related terms such as acquired, acquiring and acquisition) shall
include to subscribe (and its related terms such as subscribed, subscribing
and subscription).
Time is of the essence as regards each Placee's obligations under this
Appendix 1.
Any document that is to be sent to a Placee (and any person acting on such
Placee's behalf) in connection with the ABB will be sent at its risk and may
be sent to it at any address provided by it to the Bank.
Appendix 2
DEFINITIONS
The following definitions apply throughout Appendices 1 and 2 of this
Announcement unless the context otherwise requires:
ABB means the placing of the Placing Shares by the Bank pursuant to the Placing
Agreement;
Admission has the meaning given to it in Appendix 1 to this Announcement;
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);
Bank has the meaning given to it in Appendix 1 to this Announcement;
Barclays has the meaning given to it in Appendix 1 to this Announcement;
Bookbuild means the bookbuilding process to be conducted by the Bank using 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;
Closing Date means the day on which the transactions effected in connection with the ABB
will be settled;
Company means THG plc;
Convertible Loan means the convertible loan agreement between FIC Shareco Limited (as lender)
and the Company (as borrower);
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;
Debt Refinancing means the debt refinancing contemplated by this Announcement;
DTRs means the disclosure guidance and transparency rules produced by the FCA and
forming part of the FCA Handbook as from time to time amended;
EEA means European Economic Area;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
EUWA means the European Union (Withdrawal) Act 2018 (as amended, and together with
any statutory instruments made in exercise of the powers conferred by such
Act);
Exchange Information has the meaning given to it in Appendix 1 of this Announcement;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000 (as amended);
Group means the Company and its subsidiary undertakings, and "Group Company" shall
be construed accordingly;
Information has the meaning given to it in Appendix 1 to this Announcement;
UKLR means the listing rules made by the FCA under Part VI of the FSMA;
LSE or London Stock Exchange means London Stock Exchange plc;
MAR or Market Abuse Regulation means Regulation (EU) No.596/2014 of the European Parliament and of the
Council;
Material Adverse Change means a material adverse change in or affecting, or any development reasonably
likely to involve a material adverse change in or affecting, the condition
(financial, operational, legal or otherwise), earnings, management, results of
operations, business affairs, solvency, credit rating or prospects of the
Group (taken as a whole), whether or not arising in the ordinary course of
business and whether or not foreseeable at the date of the Placing Agreement;
MiFID II means Directive 2014/65/EU of the European Parliament and of the Council, as
amended and supplemented;
Ordinary Shares means the ordinary shares of £0.005 each in the capital of the Company;
Partly Paid Shares Agreements the agreements relating to the payment up and conversion of the partly paid
shares referred to in the Announcement;
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 Agreement has the meaning given to it in Appendix 1 to this Announcement;
Placing Price means the price at which the Placing Shares are to be placed, which will be
determined at the close of the Bookbuild by agreement between the Company and
the Bank;
Placing Shares means the new Ordinary Shares to be allotted and issued by the Company
pursuant to the ABB;
Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council,
as amended and supplemented;
QIB means "qualified institutional buyer" as defined within Rule 144A of the
Securities Act;
Refinancing Launch Announcement has the meaning given to it in Appendix 1 to this Announcement;
Regulation S means Regulation S promulgated under the Securities Act;
Regulations has the meaning given to it in Appendix 1 to this Announcement;
Regulatory Information Service means a primary information provider which has been approved by the FCA to
disseminate regulated information;
Relevant Person has the meaning given to it in Appendix 1 to this Announcement;
Restricted Territory has the meaning given to it in Appendix 1 to this Announcement;
Rothschild & Co N.M. Rothschild & Sons Limited of New Court, St Swithin's Lane, London
EC4N 8AL
Securities Act means the US Securities Act of 1933, as amended;
SONIA means Sterling Overnight Index Average;
Subscription means the subscription of new Ordinary Shares by the subscriber thereof at the
Placing Price pursuant to the Subscription Agreement;
Subscription Shares means the new Ordinary Shares to be subscribed for by the subscriber thereof
pursuant to the Subscription Agreement;
Subscription Agreement means the subscription agreement entered into between the Company and FIC
Shareco Limited dated 24 March 2025;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Terms and Conditions means the terms and conditions of the ABB set out in Appendix 1 to this
Announcement;
UK MAR means Regulation (EU) No.596/2014 of the European Parliament and of the
Council (as it forms part of assimilated law by virtue of the EUWA), as
amended and supplemented;
UK MiFIR means Regulation (EU) No 600/2014 of the European Parliament and of the
Council (as it forms part of assimilated law by virtue of the EUWA), as
amended and supplemented;
UK Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council
(as it forms part of assimilated law by virtue of the EUWA), as amended and
supplemented;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub- division thereof.
Unless otherwise indicated in this Announcement, any references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK, any references to "US$", "$" or "dollars" are
to the lawful currency of the United States of America, and any references to
"€" or "Euro" are to the lawful currency of the eurozone.
1 Post-IFRS-16 Adjusted EBITDA, defined as operating profit/(loss) before
depreciation, amortisation, share-based payments, other operating expense, and
adjusted items. Continuing Adjusted EBITDA defined as Adjusted EBITDA as
further adjusted for losses on discontinued categories. Reference to "revenue"
and "EBITDA" throughout the announcement refer to "continuing revenue" and
"continuing Adjusted EBITDA" as hereby defined, unless otherwise stated.
2 Group (continuing) revenue refers to revenue before discontinued
categories as previously defined.
3 Free cash flow before interest expense, debt payments and adjusting
items.
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 MSCUSSBRVAUOUARRecent news on THG
See all newsREG - THG PLC - Block Listing Six Monthly Return
AnnouncementREG - THG PLC - Annual Report & Accounts 2024
AnnouncementREG - THG PLC - FY 2024 results and Q1 trading statement
AnnouncementREG - THG PLC - Response to media speculation
AnnouncementREG - THG PLC - TR-1: Notification of Major Holdings
Announcement