REG - THG PLC - Update on Ingenuity Demerger and Proposed Placing
10/10/2024 17:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241010:nRSJ7671Ha&default-theme=true
RNS Number : 7671H THG PLC 10 October 2024
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HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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
10 October 2024
THG PLC
Proposed Placing, Subscription and Retail Offer of Ordinary Shares and Update
on Ingenuity Demerger
and ESCC Step-Up
· Ingenuity to be demerged into a standalone independent private
entity
· Target c.£75 million equity raise to facilitate the demerger, by
way of a Placing and Subscription, with additional proceeds from a Retail
Offer
· Matthew Moulding, CEO of THG PLC has indicated his intention to
invest £10 million in the equity raise, with additional indications received
from certain other long-term shareholders including Sofina, Mark Evans, Sir
Terry Leahy, West Coast Capital and Brian Kennedy
· Matthew Moulding and such other shareholders are expected to
account for c.£33m of the target equity raise
· These funds, in conjunction with appropriate standalone debt
issuance plans for Ingenuity, are expected to provide Ingenuity with
sufficient medium-term funding as the business approaches positive cash
generation on a standalone basis
· The demerger of Ingenuity facilitates the simplification of THG's
business model, as a cash generative global consumer beauty and nutrition
group, with an improved balance sheet, capex and cashflow profile
· THG's related party committee, chaired by the Group's senior
independent director Sue Farr, will have oversight of all ongoing commercial
and governance matters between THG and the demerged Ingenuity business.
Arms-length contracts between Ingenuity and each of Beauty and Nutrition have
been in place since 2022, and would continue to operate post demerger
· Ingenuity would have no recourse to THG PLC post demerger
· The Company's initial notification and eligibility letter for
transfer to the ESCC category has been submitted to the FCA (1 October 2024).
The Company continues to target effecting the transfer this calendar year and
to be included in the FTSE UK Index reclassification in March 2025
Introduction
On 17 September 2024 THG PLC ("THG", the "Company" or the "Group") announced
that it was progressing options for the demerger of its Ingenuity division
from THG (the "Demerger"), with the remaining Group consisting of THG's highly
cash generative Beauty and Nutrition divisions ("RemainCo").
The final terms of the Demerger will be provided in due course; however, it is
expected that Ingenuity will be demerged into an independent private company
("IngenuityCo") at a valuation to be confirmed by THG's board of directors
(the "Board") and set out in a circular to shareholders (the "Demerger
Circular"). Each THG shareholder will be given a choice (i) to elect to
continue to be invested in IngenuityCo and RemainCo in the same proportion
that their shareholding in THG represents, (ii) to apply to receive more or
less than their pro rata entitlement of IngenuityCo shares, or (iii) not to
receive any IngenuityCo shares.
The Board has approved an equity valuation for IngenuityCo (the "Valuation")
of up to £100m. The Valuation, derived from an attributed enterprise value of
the Ingenuity division of up to £307m and adjusted for expected post-Demerger
IngenuityCo net debt (including lease liabilities and approximately £75m of
cash from the Fundraise which will be transferred into IngenuityCo prior to
completion of the Demerger), will be confirmed by the Board at the time of the
Demerger Circular. See Summary Terms and Mechanics of the Proposed Demerger
section below for further summary details.
The Fundraise
Given IngenuityCo's ongoing funding requirements, the Board of THG wishes to
ensure that IngenuityCo has an appropriate level of funding at the time of the
Demerger. Therefore, THG today announces its intention to raise approximately
£75 million by way of a Placing and Subscription, with additional proceeds
from a Retail Offer (in each case as defined below, and together the
"Fundraise") of new ordinary shares of £0.005 each in the capital of the
Company ("Ordinary Shares") at the Placing Price (as defined below). The
Fundraise is being conducted on a non-pre-emptive basis.
The Fundraise, in conjunction with appropriate standalone debt issuance plans
for IngenuityCo, is expected to provide IngenuityCo with sufficient
medium-term funding as the business approaches positive cash generation on a
standalone basis.
Mathew Moulding and certain of the Company's long-term shareholders, including
Sofina, Mark Evans, Sir Terry Leahy, West Coast Capital and Brian Kennedy,
have indicated that they intend to subscribe for, in aggregate, £33 million
of new Ordinary Shares at the Placing Price (as defined below). Certain of
these shareholders will subscribe for new Ordinary Shares (the "Subscription
Shares") pursuant to subscription agreements (the "Subscription Agreements")
entered into with the Company (the "Subscription") whilst some of these
shareholders will participate in the Placing. The terms of Matthew Moulding's
Subscription Agreement provide for his subscription for £10 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.
The placing will comprise the issue of new Ordinary Shares (the "Placing
Shares") at the Placing Price (as defined below) (the "Placing").
Following the Placing, the Company shall be subject to a lock-up period of 90
calendar days following admission of the Placing Shares ("Admission"), subject
to waiver by Barclays Bank PLC ("Barclays") and Jefferies International
Limited ("Jefferies", and together with Barclays, the "Joint Global
Coordinators"), who are acting as joint global coordinators in relation to the
Placing, and to certain customary exceptions.
In addition to the Placing and Subscription, an offer will be made by the
Company on the PrimaryBid platform of new Ordinary Shares (the "Retail Offer
Shares") at the Placing Price (the "Retail Offer"), to provide retail
investors with an opportunity to participate in the equity fundraise.
The Placing, which is being conducted by way of an accelerated bookbuild (the
"Bookbuild") and 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 the Joint Global Coordinators and the Company. The allocation of
the Placing Shares shall be determined together by, and at the absolute
discretion of, Barclays, Jefferies and Peel Hunt LLP ("Peel Hunt", and
together with Barclays and Jefferies, the "Joint Bookrunners"), who are acting
as joint bookrunners in relation to the Placing, and the Company. The results
of the Placing will be announced as soon as practicable after the close of the
Bookbuild.
The Placing is subject to the terms and conditions set out in the Appendix to
this announcement (which forms part of this announcement, such announcement
and the Appendix together being this "Announcement").
The Placing is conditional on, inter alia, the Subscription Agreements having
been entered into, and there being no breach or termination of such agreements
prior to Admission (save for any breach or termination which in the good faith
opinion of the Joint Global Coordinators is not material in the context of the
Placing or Admission), but is not conditional on the completion of such
agreements. The Placing is not conditional on the Retail Offer.
Expected Timetable and Principal Events
Announcement of the Fundraise 10 October 2024
Announcement of the results of the Placing and the Retail Offer 11 October 2024
Admission and commencement in dealings in the new Ordinary Shares expected to 15 October 2024
commence
CREST accounts expected to be credited with new Ordinary Shares 15 October 2024
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 to shareholders
by an announcement through a Regulatory Information Service. All references to
times in this document are to London times
Proposed Demerger of Ingenuity
The Demerger follows a detailed review of THG's businesses, consultation with
major shareholders and the legal separation of its key trading divisions in
2022.
The Group has three leading businesses; Beauty and Nutrition are both leading
global consumer facing businesses with attractive growth profiles and strong
cash generation, and Ingenuity is a high-growth ecommerce services business
with leading digital marketing, technology and fulfilment capabilities.
The Board believes that there is a significant opportunity to create value for
shareholders by demerging Ingenuity into a separate private company which can
focus on scaling brands digitally, navigating the complexities of acquiring
new audiences, driving traffic, facilitating frictionless ecommerce and
distributing products to consumers.
Following the Demerger, IngenuityCo will operate as a separate, standalone
entity without recourse to RemainCo. IngenuityCo would be expected to remain a
private company with no public listing or other trading facility for its
shares. However, IngenuityCo will explore the possibility of introducing a
matched bargain facility for IngenuityCo shareholders once it becomes an
unlisted, private company, in order to facilitate liquidity for the expected
diverse shareholder register of IngenuityCo going forward.
Following the Demerger, RemainCo would become a more focused and simplified
global consumer group, with an attractive growth profile and strong cash
generation. RemainCo would be comprised of two leading businesses:
· THG Beauty: A leading digital strategic player within the
prestige beauty industry globally, combining its portfolio of prestige owned
brands across skincare, haircare and cosmetics with the provision of a global
route to market for over 1,300 third party beauty brands sold through its
online retail sites, including Lookfantastic, Cult Beauty and Dermstore,
complemented by product innovation and manufacturing capabilities that are
expected to drive long term growth and margin expansion.
· THG Nutrition: A digital first brand group and manufacturer that
includes the world's largest online sports nutrition brand Myprotein.
Primarily an online D2C retailer of sports nutrition supplements, vitamins,
bars & snacks, drinks and activewear, with an evolving multi-channel
revenue model (including licensing).
In FY 2023 RemainCo generated sales of c.£1.9 billion, adjusted EBITDA of
c.£105 million and free cashflow of c.£77 million (after interest costs but
before debt capital payments and acquisitions). Pro-forma for the Proposed
Demerger, RemainCo FY 2023 capex would have been reduced by c.£92m (from
c.£126 for THG plc to c.£34m).
In FY 2023 THG Ingenuity generated £673.9 million in sales, of which £154.1
million was from external (i.e. non-Group) clients and £9.0 million of
adjusted EBITDA.
The Demerger simplifies RemainCo, providing a simpler equity story, while
significantly improving its capex and free cashflow profile. It is expected
that RemainCo would be capable of optimising returns to shareholders instead
of reinvesting profits and cashflow into Ingenuity's technology capex
requirements. A significant proportion of THG's lease liabilities (c.£282m)
will be transferred to IngenuityCo, thereby reducing RemainCo's gross leverage
following the Demerger. Consequently, the Demerger will help accelerate the
deleveraging of RemainCo, which should be a positive for the major rating
agencies given their focus on this metric. The Group's existing debt
facilities will stay with RemainCo, namely the €600m term loan B, the £137m
term loan A and the undrawn £170m revolving credit facility.
Following the Demerger, THG's executive team and members of the Board are
expected to continue in their roles in respect of RemainCo. Similarly, it is
expected that Ingenuity's existing executive team, including Chairman Alistair
Crane and CEO Richard Ward, will remain with IngenuityCo following the
Demerger. Further work is ongoing to design the appropriate governance
framework for IngenuityCo. Separately, THG's now well-established related
parties committee chaired by Sue Farr, Senior Independent Director of THG
will, following the Demerger, be responsible for overseeing transactions
between RemainCo and IngenuityCo. Arms-length contracts between Ingenuity and
each of Beauty and Nutrition have been in place since 2022, and will be
expected to continue to operate post separation in the same manner as they do
today. Ingenuity would have no recourse to THG post demerger.
Whilst at this stage no certainty can be provided on the exact timescale of
the Demerger, the current intention is that publication of the Demerger
Circular would be in or by early November with the distribution of IngenuityCo
shares being completed at or before the end of 2024.
Summary Terms and Mechanics of the Proposed Demerger
The Demerger is expected to involve a distribution of shares in IngenuityCo to
THG shareholders. In common with all demergers, the Demerger would entitle all
THG shareholders to receive their pro rata proportion of IngenuityCo shares.
However, the Board recognises that not all THG shareholders may wish to
receive a distribution of an interest in a private, unlisted company.
Shareholders would therefore have the option:
· to elect to receive their pro rata distribution of IngenuityCo
shares in which case such shareholders would then hold an equivalent
proportion of RemainCo shares and IngenuityCo shares; or
· not to receive any of their pro rata distribution of IngenuityCo
shares in which case such shareholders would see a commensurate increase in
their respective interests in RemainCo's ordinary share capital. The
proportion by which such shareholders' percentage interest in RemainCo
increases would be equal to the value of IngenuityCo (as confirmed by the
Board) which they have given up.
Shareholders would also be able to elect to receive more or less than their
pro rata entitlement of IngenuityCo shares. In the event that a THG
shareholder receives more than its pro rata entitlement of IngenuityCo shares,
such shareholder would experience a proportionate reduction in its percentage
interest in RemainCo's ordinary share capital. Conversely, in the event that a
THG shareholder receives less than its pro rata entitlement of IngenuityCo
shares, such shareholder would experience a proportionate increase in its
percentage interest in RemainCo's ordinary share capital.
A group of existing investors drawn from the top ten shareholders, and each of
whom has indicated their intention to invest in the Placing, have indicated
their intention to elect to receive more than their respective pro rata
distribution of IngenuityCo shares if there are insufficient elections from
other shareholders so as to provide THG with certainty that there is
sufficient demand for a successful distribution of all of the shares in
IngenuityCo pursuant to the Demerger. In the event that those shareholders
were, subject to the outcome of all shareholder elections, allocated more than
their pro rata entitlements of IngenuityCo shares, those shareholders would
experience a proportionate reduction in their respective interests in RemainCo
ordinary share capital.
As stated above, the Board has approved an equity valuation for IngenuityCo of
up to £100m. The Valuation, derived from an attributed enterprise value of
the Ingenuity division of up to £307m and adjusted for expected post-Demerger
IngenuityCo net debt (including lease liabilities and approximately £75m of
cash from the Fundraise which will be transferred into IngenuityCo prior to
completion of the Demerger), will be confirmed by the Board at the time of the
Demerger Circular. However, in determining the definitive Valuation, the
Board anticipates also taking into account fluctuations in the market
capitalisation of THG such that if, at the latest practicable date prior to
the publication of the Demerger Circular, the market capitalisation of THG is:
· equal to or greater than the market capitalisation of THG at the
time of completion of the Fundraise (calculated by reference to the number of
THG shares in issue following the Fundraise multiplied by the Placing Price)
(the "Post Placing Market Cap"), then the Valuation to be used in establishing
the entitlement of THG shareholders to elect to receive their respective pro
rata entitlements to shares in IngenuityCo in connection with the Demerger
would be expected to be £100m; or
· less than the Post Placing Market Cap, then the Valuation to be
used in establishing the entitlement of THG shareholders to elect to receive
their respective pro rata entitlements to shares in IngenuityCo in connection
with the Demerger would be expected to be reduced from £100m proportionately
to the percentage by which the Post Placing Market Cap has declined. Further
details of the terms, structure and timing of the Demerger shall be set out in
the Demerger Circular to be published and sent to THG shareholders as referred
to above.
ESCC Step-Up
The Company's initial notification and eligibility letter for transfer to the
ESCC category has been submitted to the FCA (1 October 2024). The Company
continues to target effecting the transfer this calendar year and to be
included in the FTSE UK Index reclassification in March 2025.
Current Trading
Information regarding THG's trading performance can be found in THG's Q3
Trading Statement which has been published at the same time as this
announcement.
Details of the Placing
Barclays and Jefferies are acting as joint global coordinators and, together
with Peel Hunt, as joint bookrunners in relation to the Placing. The Company
and the Banks (as defined below) have entered into a placing agreement dated
10 October 2024 in connection with the Placing (the "Placing Agreement").
The Placing will be conducted through the Bookbuild which will be launched
immediately following the release of this Announcement, in accordance with the
terms and conditions of the Placing set out in the Appendix to this
Announcement. The timing of the closing of the Bookbuild is at the absolute
discretion of the Joint Global Coordinators and the Company. The price at
which 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
the Joint Bookrunners.
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, the Joint Bookrunners and the Company.
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, the Retail
Offer 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 Retail Offer Shares will be subscribed for on the basis set out in a
separate announcement regarding the Retail Offer to be released by the Company
shortly, rather than pursuant to the terms and conditions of the Placing
contained in the Appendix to this Announcement. The Subscription Shares will
be subscribed for on the basis agreed pursuant to the Subscription Agreements,
rather than pursuant to the terms and conditions of the Placing contained in
the Appendix to this Announcement. The Retail Offer Shares and the
Subscription Shares will be subscribed for at the Placing Price.
Applications will be made to: (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares, the Subscription Shares and the Retail
Offer Shares to the equity shares (transition) category of the Official List
of the FCA; and (ii) London Stock Exchange plc for admission of the Placing
Shares, the Subscription Shares and Retail Offer 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
15 October 2024 and that dealings in the Placing Shares, the Subscription
Shares and the Retail Offer Shares will commence at that time. The Placing is
conditional on, inter alia, the Subscription Agreements having been entered
into, and there being no breach or termination of such agreements prior to
Admission (save for any breach or termination which in the good faith opinion
of the Joint Global Coordinators is not material in the context of the Placing
or Admission), but is not conditional on the completion of such agreements.
The Placing is not conditional upon the Retail Offer. The Placing is also
conditional upon the 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 Placing.
For further information, please contact:
Investor Enquiries: Investor.Relations@thg.com
Greg Feehely, SVP Investor Relations
Kate Grimoldby, Director of Investor Relations and Strategic Projects
Media enquiries:
Sodali & Co - Financial PR adviser
+44 (0)20 7250 1446
Victoria Palmer-Moore / Russ Lynch thg@sodali.com (mailto:thg@sodali.com)
THG PLC Viki.tahmasebi@thg.com (mailto:Viki.tahmasebi@thg.com)
Viki Tahmasebi
Barclays (Joint Global Coordinator, Joint Bookrunner and Joint Corporate +44 (0)20 7623 2323
Broker):
Alastair Blackman
Dominic Harper
Callum West
Jefferies International Limited (Joint Global Coordinator, Joint Bookrunner +44 (0)20 7029 8000
and Joint Corporate Broker):
Philip Noblet
Ed Matthews
Gavriel Lambert
Peel Hunt LLP (Joint Bookrunner) +44 (0)20 7418 8900
George Sellar
Sohail Akbar
Andrew Clark
+44 (0)20 7250 1446
thg@sodali.com (mailto:thg@sodali.com)
THG PLC
Viki Tahmasebi
Viki.tahmasebi@thg.com (mailto:Viki.tahmasebi@thg.com)
Barclays (Joint Global Coordinator, Joint Bookrunner and Joint Corporate
Broker):
Alastair Blackman
Dominic Harper
Callum West
+44 (0)20 7623 2323
Jefferies International Limited (Joint Global Coordinator, Joint Bookrunner
and Joint Corporate Broker):
Philip Noblet
Ed Matthews
Gavriel Lambert
+44 (0)20 7029 8000
Peel Hunt LLP (Joint Bookrunner)
George Sellar
Sohail Akbar
Andrew Clark
+44 (0)20 7418 8900
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
IMPORTANT NOTICES
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 the acceptance of any such offer) would be unlawful (each, a
"Restricted Territory"). The distribution of this Announcement and/or the
Placing and/or the offer or sale of the Placing 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 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 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"),
Jefferies International Limited ("Jefferies"), or Peel Hunt LLP ("Peel Hunt",
and together with Barclays and Jefferies, the "Banks"), 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 into whose possession this Announcement comes are required by the
Company and the Banks 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
Placing 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 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 Placing 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.
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. Each of the Banks and the Company expressly
disclaims 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, Jefferies, which is authorised and
regulated by the FCA, and Peel Hunt, which is authorised and regulated by the
FCA, are acting exclusively for the Company and for no one else in connection
with the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing, the
contents of this Announcement or any other matter referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for giving
advice in relation to the Placing, 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 responsibility or liability is or will
be accepted by or on behalf of any of the Banks, any of their respective
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 any of the Banks and/or any of
their respective affiliates and/or by any person acting on behalf of any of
them in connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed.
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 Placing. 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. 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 Placing 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
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendices) in its
entirety, to be participating in the Placing 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 Placing and no
public offering of Placing 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 Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Banks will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of 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 PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT
HEREIN, 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
PLACING 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
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law.
No action has been taken by the Company, Barclays Bank PLC ("Barclays"),
Jefferies International Limited ("Jefferies", and together with Barclays, the
"Joint Global Coordinators"), or Peel Hunt LLP ("Peel Hunt", and together with
the Joint Global Coordinators, the "Banks") 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 Banks 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 Placing 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 any of the Banks, any of their respective
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 any of the Banks, any of their
respective affiliates or any person acting on behalf of any of them in
connection with the Company, the Placing Shares or the Placing 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, Jefferies, which is authorised and
regulated by the FCA, and Peel Hunt, which is authorised and regulated by the
FCA, are acting exclusively for the Company and for no one else in connection
with the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing, the
contents of this Announcement or any other matter referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for giving
advice in relation to the Placing, the contents of this Announcement or any
other matter referred to in this Announcement.
None of the Banks, 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 Banks, any of their respective Affiliates
or any person acting on behalf of any of them are acting for the Company with
respect to the Retail Offer or the Subscription and none of the Banks, any of
their respective 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 Retail
Offer or the Subscription or to any person in connection with the Retail Offer
or the Subscription.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be bound by the terms and conditions
contained in this Appendix, including being deemed to provide (and shall only
be permitted to participate in the Placing 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 Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a member
state of the EEA to Qualified Investors or in the United Kingdom to
Relevant Persons, or in circumstances in which the prior consent of the Banks
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 Banks 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.
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 PLACING
Bookbuild
Following this Announcement, the Banks will commence a bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in the
Placing. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Barclays and Jefferies are acting as joint global coordinators and, together
with Peel Hunt, as joint bookrunners in relation to the Placing. The Banks
entered into an agreement with the Company (the "Placing Agreement") under
which, subject to the terms and conditions set out therein, each of the Banks,
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
failing which to itself subscribe for its respective proportion of 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 Banks. Results of the Placing will be
announced as soon as practicable after the close of the Bookbuild.
The Banks are not acting for the Company with respect to the Retail Offer or
the Subscription.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, the Subscription
Shares and the Retail Offer 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 (transition) 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 15 October 2024 (or such
later date as may be agreed between the Company and the Joint Global
Coordinators). The Company will also apply for the Retail Offer Shares to be
so admitted.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally,
and not jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully be, and
are, invited to participate by a Bank. Each of the Banks and their
respective 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 Placing will be agreed between the Banks and the Company
following completion of the Bookbuild. The results of the Placing 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 one of the Banks. 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. Each
of the Banks 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 11 October 2024 but may be closed earlier or
later, at the discretion of the Banks and the Company. The Banks 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 Banks)
to reduce the number of shares to be issued pursuant to the Placing, in its
absolute discretion.
5. Each Placee's allocation will be confirmed to
Placees orally or in writing by a 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, a 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 Banks 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
Banks will, in effecting the Placing, agree with the Company the identity of
the Placees and the basis of allocation of the Placing Shares and may scale
down any bids for this purpose on such basis as they may determine. The
Banks 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 Banks.
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 Banks' consent
will not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the relevant Bank, to pay the relevant 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 relevant Bank.
8. Except as required by law or regulation, no press
release or other announcement will be made by the Banks 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 Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
10. All obligations under the Bookbuild and Placing will
be subject to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination of the
Placing Agreement".
11. By participating in the Bookbuild, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by a Bank.
12. To the fullest extent permissible by law, none of
the Banks, 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 Banks, 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 Banks' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Banks, their
respective 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 Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Banks' conduct of the Placing.
14. All times and dates in this Announcement may be
subject to change. The Banks shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
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 Placing through a Regulatory Information Service;
b) in the opinion of each of the Joint Global
Coordinators (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 Placing, 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 Joint Global Coordinators acting jointly and in
good faith, is not material in the context of the Placing 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 Agreements having been duly
executed and delivered by the parties thereto, being valid, binding and
enforceable in accordance with their respective 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 such agreement, save for
any amendment, termination, default or breach which, in the opinion of the
Joint Global Coordinators acting jointly and in good faith, is not material in
the context of the Placing or the Admission;
f) the Company having allotted, subject only to
Admission, the Placing Shares in accordance with the Placing Agreement; and
g) Admission of the Placing Shares occurring at or
before 8:00 a.m. (London time) on 15 October 2024 (or such later date as the
Company and the Banks 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
Joint Global Coordinators by the relevant time or date specified (or such
later time or date as the Company and the Joint Global Coordinators may
agree); or (ii) the Placing Agreement is terminated in the circumstances
specified below under "Termination of the Placing Agreement", the Placing will
lapse and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by it or on its behalf in respect thereof.
The Joint Global Coordinators may, at their discretion, and upon such terms as
they think 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 Banks, 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
Placing nor for any decision it may make as to the satisfaction of any
condition or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the absolute
discretion of the Joint Global Coordinators.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Joint Global Coordinators may (acting jointly and 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 Joint
Global Coordinators (acting jointly and in good faith) is not material in the
context of the Placing or Admission; (ii) there has been a breach by the
Company of any of its obligations in the Placing Agreement or the Subscription
Agreements, save for any breach which in the opinion of the Joint Global
Coordinators (acting jointly and in good faith) is not material in the context
of the Placing or Admission; (iii) in the opinion of the Joint Global
Coordinators (acting jointly and 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
Joint Global Coordinators (acting jointly and 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 Joint Global Coordinators (acting in good faith), such event
makes it impossible, impracticable or inadvisable to proceed with the Placing
or the delivery of the Placing Shares pursuant to the Placing Agreement.
By participating in the Placing, Placees agree that the exercise by the Joint
Global Coordinators of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of the Joint Global
Coordinators or for agreement between the Company and the Joint Global
Coordinators and that none of the Banks or the Company need make any reference
to, or consult with, Placees and that none of the Banks, 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 Placing, 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 Placing 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 a Bank.
Each Placee, by participating in the Placing, 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 Banks 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 Banks or
their respective Affiliates or any other person and none of the Banks, 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 Placing
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 Placing, 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 Placing. 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 Banks 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 Joint Global
Coordinators enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary exceptions.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the undertaking by the Company shall be
within the absolute discretion of the Banks and that they need not make any
reference to, or consult with, Placees and that they shall have no liability
to Placees whatsoever in connection with any such exercise of the power to
grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: 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 Banks 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 Placing will be sent a contract note or trade confirmation in accordance
with the standing arrangements in place with the relevant 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 11 October 2024 and that this will also be the
trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
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 Placing, the
Company and the Banks 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 a
Bank and that 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 15 October 2024 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks 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 Banks
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), none of the Banks or the Company shall be responsible for the
payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Banks (in their capacity as
joint global coordinators, joint bookrunners and as placing agents (as
applicable) of the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares, the
following:
1. it has read and understood this Announcement
(including this Appendix) in its entirety and that its 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 Placing, 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 Placing
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 Placing
or the Placing Shares;
3. that the issued Ordinary Shares are admitted to
listing on the equity shares (transition) 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 Banks, 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 Placing, 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 Banks, 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
Banks, 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 Banks, any
of their respective 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 Placing 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 Banks, the Company, any of their respective
Affiliates or any person acting on behalf of any of them and none of the
Banks, 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 Placing 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 Placing and that none of the Banks, any of
their respective 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 Placing 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 any of the Banks, any of their respective Affiliates or any
person acting on behalf of any of them and understands that (i) none of the
Banks, any of their respective 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 Banks, any of their respective
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 Banks, any of their
respective 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 Placing as nominee or agent for any
person to whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and that the Placing Shares are not
being acquired in connection with arrangements to issue depositary receipts or
to issue or transfer Placing Shares into a clearance service;
9. that it acknowledges that no action has been or
will be taken by any of the Banks, 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 any of the Banks, 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 Placing;
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 Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
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 Banks (for themselves and as agents on behalf of the Company)
have not received such satisfactory evidence, the Banks and/or the Company
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to the Banks
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 Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, confirmations, undertakings, representations, warranties and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations in respect of the Placing (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 Placing, 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 Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than
Qualified Investors or persons in the United Kingdom other than Relevant
Persons, or in circumstances in which the prior consent of the Banks 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 any of the Banks in their respective 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 Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by 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 any of the Banks, 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 Placing; 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 Banks may in their 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 Banks may assign their
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 Banks or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
31. that none of the Banks, any of their respective
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 Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of the Banks and that the Banks do not have any duties or
responsibilities to it for providing the protections afforded to their
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any 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 Banks, 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 each of the Banks, 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 a 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 Banks 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 Banks, 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 Banks and the
Company and are irrevocable and it irrevocably authorises the Banks 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 each of the Banks, 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 Placing;
36. that it acknowledges that it irrevocably appoints
any director or authorised signatory of the Banks as its agent for the
purposes of executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it 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 Placing;
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 Placing and that Placees will have
no right to be consulted or require that their consent be obtained with
respect to the Company's or the Banks' conduct of the Placing;
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 Placing, (iii) it has relied on its own examination, due
diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the
Placing, including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of a 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 any of the Banks, 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
Banks, 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 any of the Banks, any of their respective 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 Placing, and none of the
Banks, any of their respective 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 Placing, 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 Banks for the purposes
of this Placing;
41. that it acknowledges and agrees that it will not
hold any of the Banks, any of their respective 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 Banks nor any of their
respective 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 Placing, a 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 Placing. Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to a Bank and its Affiliates (as
applicable) acting in such capacity. In addition, a 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. None of the Banks or any of
their respective 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
Placing will take place on any terms indicated or at all, or that if the
Placing does take place the Placing and securities will be fully distributed
by the Banks. Each of the Banks reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion 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 Placing 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 any of the Banks, 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 each of the Banks and their respective
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 each of
the Banks and their respective 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 each of the Banks (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 none of the Banks nor the Company owe any fiduciary
or other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents or nominees, direct from the Company for the Placing Shares in
question. None of the Company or the Banks nor 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 Banks, 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 Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold the Banks, 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 each of the Banks and any of their respective 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 Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with a 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 relevant 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
Banks and the Company (in their absolute discretion). The Banks 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
the Financial Services and Markets Act 2000, as amended, 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 Banks 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 Banks:
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 Placing will be sent at its risk and
may be sent to it at any address provided by it to the Banks.
Appendix 2
DEFINITIONS
The following definitions apply throughout Appendices 1 and 2 of this
Announcement unless the context otherwise requires:
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);
Banks 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 Banks 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
Placing will be settled;
Company means THG plc;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
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;
Jefferies has the meaning given to it in Appendix 1 to this Announcement;
Joint Global Coordinators has the meaning given to it in Appendix 1 to this Announcement;
Listing Rules 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;
Peel Hunt has the meaning given to it in Appendix 1 to this 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 means the placing of the Placing Shares by the Banks pursuant to the Placing
Agreement;
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 Banks;
Placing Shares means the new Ordinary Shares to be allotted and issued by the Company
pursuant to the Placing;
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;
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;
Retail Offer means the offer to be made by the Company on the PrimaryBid platform of new
Ordinary Shares at the Placing Price, the terms of which will be detailed in a
separate announcement by the Company published shortly after this
Announcement;
Retail Offer Shares means the Ordinary Shares acquired (if any) by retail and other investors
pursuant to the Retail Offer;
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 subscribers thereof at
the Placing Price pursuant to the Subscription Agreements;
Subscription Shares means the new Ordinary Shares to be subscribed for by the subscribers thereof
pursuant to the Subscription Agreements;
Subscription Agreements means the subscription agreements entered into between the Company and the
subscribers thereof dated 10 October 2024;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Terms and Conditions means the terms and conditions of the Placing set out in 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.
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 IOEKZMMGKGGGDZMRecent 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