REG - Unite Group PLC - Proposed placing of new ordinary shares
24/07/2023 16:45
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RNS Number : 9911G Unite Group PLC (The) 24 July 2023
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED IN THEM, IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LEI: 213800BBUUWVDH9YI827
For immediate release
24 July 2023
THE UNITE GROUP PLC (THE "COMPANY" OR "GROUP" OR "UNITE")
PROPOSED CAPITAL RAISE
The Unite Group plc today announces a capital raise to raise gross proceeds of
approximately £300 million (the "Capital Raise"). The Capital Raise is
comprised of a non-pre-emptive placing (the "Placing") of new ordinary shares
in the capital of the Company (the "Placing Shares") at the Placing Price (as
defined below), a Retail Offer and Subscription (each as defined below).
The Placing will enable Unite to continue to invest in its market-leading
platform and enhance future earnings growth. The Company intends to use the
net proceeds of the Capital Raise (the "Net Proceeds") to commit to two new
PBSA development schemes and accelerate asset management initiatives to
enhance future returns.
The Placing is being conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following the release of this
Announcement by J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Numis
Securities Limited ("Numis", and together with J.P. Morgan Cazenove, the
"Banks") who are acting as joint bookrunners in connection with the Placing.
Concurrently with the Placing, there will be a separate retail offer made by
the Company on the PrimaryBid platform of new ordinary shares in the capital
of the Company (the "Retail Offer Shares") at the Placing Price (the "Retail
Offer"), to provide retail investors with an opportunity to participate in the
Capital Raise. The Retail Offer is not made subject to the terms and
conditions set out in Appendix 1 to this Announcement, and instead a separate
announcement will be made shortly regarding the Retail Offer and its terms.
In conjunction with the Placing and the Retail Offer, certain directors of the
Company, including the Chief Executive Officer and Chief Financial Officer,
intend to subscribe for new ordinary shares in the capital of the Company (the
"Subscription Shares") at the Placing Price pursuant to subscription letters
entered into with the Company (the "Subscription), representing approximately
£120,000 in aggregate.
Highlights
· Proposed Capital Raise to raise gross proceeds of approximately £300
million.
· The Board believes the current market environment offers a compelling
multi-year opportunity to accelerate the Company's growth, underpinned by:
o Growing demand for Higher Education driven by UK demographic growth and
increasing international student numbers.
o New Purpose Built Student Accommodation ("PBSA") supply is down 60% on
pre-pandemic levels, failing to keep pace with record student demand.
o Significant opportunity to capture market share from the 1 million
students living in the shrinking Houses of Multiple Occupancy ("HMO") sector.
o Universities need to grow and improve their accommodation offer, given the
vital role it plays in helping them to attract and grow student numbers.
· Market conditions for PBSA are the strongest the Board has seen for
several years, supporting sustainable growth in rents and earnings:
o Record reservations of 98% for the 2023/24 academic year with upgraded
rental growth guidance of around 7%.
o FY2023 EPS guidance increased to the upper end of 43-44p range.
o Targeting rental growth of at least 5% for the 2024/25 academic year.
· The Capital Raise will enable Unite to accelerate its development and
asset management activity in its strongest markets at attractive yields on
cost to enhance future earnings growth and Total Accounting Returns.
· The Net Proceeds will be used to:
o Commit to two additional development schemes from the Company's secured
pipeline in Bristol and London, with a total development cost of £277 million
(1,566 beds) and a blended forecast yield on cost of 6.7% for delivery in 2025
and 2027.
o Accelerate asset management initiatives through a further £50 million of
projects for delivery in 2024 and 2025 at yields on cost of over 8%.
· The Capital Raise and use of proceeds is expected to be accretive to
earnings and Total Accounting Returns from 2024 as new developments and asset
management investments are delivered.
· The Capital Raise further strengthens Unite's high-quality balance
sheet and supports a reduction in the Group's LTV target to c.30% (previously:
30-35%).
· Both the Subscription and the Retail Offer are conditional on the
Placing, but the Placing is not conditional on the Subscription or the Retail
Offer.
Richard Smith, Chief Executive Officer of Unite, commented:
"The need for new student homes is the greatest we have seen for several
years. The outlook for the UK Higher Education sector is strong with demand
underpinned by demographic growth, high application rates and rising
international student numbers. At the same time, the private rental sector is
in retreat and a supply crunch is building. This supports a positive outlook
for our business for a number of years and creates a range of compelling
investment opportunities. The Capital Raise will enable us to accelerate
investment into development and asset management opportunities in our
strongest markets."
"The Net Proceeds will be used to commit to two additional developments
increasing our committed pipeline to over £600 million, as well as increasing
investment into our existing estate through asset management projects, which
will enhance future returns. These investments will allow Unite to continue to
play a major role in creating new supply of high quality, affordable
accommodation where the need is greatest as well as supporting the growth of
our university partners."
Background to the Capital Raise
The Board believes the current market environment offers a compelling
multi-year opportunity to accelerate the Company's growth. Reservations for
the 2023/24 academic year are at record levels of 98%, supporting an increase
in rental growth guidance to around 7%. Moreover, structural factors continue
to drive a demand/supply imbalance for the Company's product. Demographic
growth will see the population of UK 18-year-olds increase by 140,000 (19%) by
2030. Application rates to university have also grown steadily over recent
years, reflecting the value young adults place on a higher level of education
and the life experience and opportunities it offers. Demand from international
students also continues to grow, as reflected in the 2% increase in
undergraduate applications for the 2023/24 academic year.
Supply of student accommodation is failing to keep pace with this demand and
many university cities are already facing housing shortages. New supply of
PBSA is down 60% on pre-pandemic levels, reflecting viability challenges
created by higher build and funding costs. Once allowance is made for PBSA
beds leaving the market each year through obsolescence, Unite expects to see
almost no net growth in PBSA supply in the near-term. HMO landlords are also
choosing to leave the sector in response to rising costs from higher mortgage
rates and increasing regulation (such as EPC certification). This has
contributed to a 20-40% reduction in the availability of homes to rent in most
UK regions when compared to prior to the pandemic.
The first half has seen a resilient valuation performance for the Group's
investment portfolio with rental growth more than offsetting the negative
impact of yield expansion. The Group's property portfolio saw a 0.9% increase
in valuations on a like-for-like basis during the half (Unite share: 0.8%),
reflecting the resilience of PBSA as the market adjusts to a higher interest
rate environment. The valuations reflect strong rental growth on the back of
the Company's letting performance for the 2023/24 academic year, which more
than offset a 13 basis points increase in property yields.
In many of Unite's markets, property valuations are now below replacement
costs following a sharp increase in build costs over the past two years. This
creates a significant opportunity to invest in income and value-enhancing
asset management initiatives across the Group's £8.5 billion estate (Unite
share: £5.4bn), which also deliver meaningful improvements in customer
experience. These refurbishment projects deliver rental increases through
improvements to bedrooms, kitchens, common spaces and study areas, which
involve low planning and delivery risk when compared to new developments. The
Company has identified a pipeline of asset management opportunities in its
strongest markets, which has grown to c.£140 million with a targeted yield on
cost of over 8%.
Use of Proceeds
The Capital Raise will enable the Company to continue to invest in its
market-leading platform and enhance future earnings growth and Total
Accounting Returns.
The Net Proceeds will be used to:
· Commit to two previously announced development schemes, in Bristol
and London, totalling 1,566 beds with total development costs of £277 million
and a blended forecast yield on cost of 6.7% for delivery in 2025 and 2027
respectively. The Company has successfully increased development returns for
these schemes through land price re-negotiations and enhancements to planning
consents.
o Temple Quarter, Bristol: 614 beds with a total development cost of £78
million and forecast 7.3% yield on cost for delivery in 2025. The consented
scheme is located adjacent to the University of Bristol's new Temple Quarter
Enterprise Campus, which is due to open in 2026. There is an urgent need for
new student accommodation in Bristol and the project offers the opportunity to
extend the Company's strong existing partnerships with universities.
o Meridian Square, London: 952 beds in Stratford, East London with a total
development cost of £199 million and forecast 6.4% yield on cost for delivery
in 2027. Planning approval is targeted in H2 2023 and the project will be
delivered as a net zero carbon development, based on a c.40% reduction in
embodied carbon from baseline levels. The Company expects student numbers in
Stratford to grow significantly following the opening of new campuses by both
UCL and University of the Arts London. 50% of beds will be nominated in the
scheme, consistent with London Plan requirements, providing opportunities to
extend the Group's existing university partnerships in London.
· Acceleration of accretive asset management investment into the
Group's existing estate with an additional £50 million deployed over 2024 and
2025 at target yields on cost of over 8%. This expands the total asset
management pipeline for 2024 and 2025 to £140 million (previously £90
million). The pipeline of identified projects is focused on Unite's strongest
markets, including London, Bristol, Edinburgh, Newcastle, Glasgow, Southampton
and Loughborough. Projects will include refurbishments of bedrooms, kitchens
and common areas as well as creation of new amenity spaces for students.
In addition to the identified use of proceeds, the Company has a future
pipeline of two uncommitted development projects totalling 1,147 beds with
total development costs of £227 million. This includes two previously
announced developments at Freestone Island, Bristol and TP Paddington, London.
Planning approval is targeted by early to mid-2024 for both of the schemes,
which would support delivery of the projects in 2026 and 2027.
The Company also sees opportunities to secure new development opportunities at
attractive returns and is in advanced discussions for a number of schemes in
London and prime regional markets. Moreover, the Company has seen a growing
willingness from universities to explore more strategic options to grow and
improve their accommodation offer, given the vital role it plays in helping
them to attract and grow student numbers. This includes a number of advanced
discussions for strategic partnerships with universities for the development
of new accommodation on- and off-campus, as well as the stock transfer and
refurbishment of existing university accommodation.
Financial impact
The Capital Raise will be earnings neutral in 2023 and accretive to earnings
and Total Accounting Returns from 2024, with accretion increasing as new
developments and asset management investments are delivered. The Capital Raise
supports the Group's efficient capital management with proceeds initially used
to repay debt at a marginal cost of approximately 6%.
The Capital Raise will further strengthen the Group's high-quality balance
sheet with LTV reducing to 25% on a pro forma basis (June 2023: 31%). In
response to an environment of rising interest rates, the Group intends to
reduce its target LTV to c.30% on a built-out basis (previously: 30-35%). This
will enable the Group to maintain an interest cover ratio of 3.5-4.0x (June
2023: 3.8x) and supports a reduction in net debt to EBITDA to 6-7x (June 2023:
6.8x).
Details of the Placing
J.P. Morgan Cazenove and Numis will commence the Bookbuild immediately
following the release of this Announcement with respect to the Placing and may
close the Bookbuild at any time thereafter. 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 Banks. The timing of
the closing of the Bookbuild, the Placing Price, the number of Placing Shares
to be placed, the number of Retail Offer Shares to be issued and the number of
Subscription Shares to be subscribed at the Placing Price will be agreed
between the Banks and the Company following completion of the Bookbuild and
will then be announced as soon as practicable on a Regulatory Information
Service (the "Pricing Announcement").
The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the Banks
as agent, for and on behalf of, the Company have agreed to use their
respective reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is subject to the terms and conditions set
out in Appendix 1 to this Announcement. The Subscription Shares will be
subscribed for at the Placing Price and on the basis agreed pursuant to
subscription letters with the Company, rather than pursuant to the Terms and
Conditions of the Placing. Members of the public are not entitled to
participate in the Placing or the Subscription. The Retail Offer is not made
subject to the Terms and Conditions set out in the Appendix to this
Announcement and instead will be made on terms outlined in the separate
announcement to be made shortly regarding the Retail Offer and its terms.
A description of certain relevant aspects of the Placing Agreement can be
found in the Terms and Conditions contained in the Appendix to this
Announcement under the headings "Details of the Placing Agreement and of the
Placing Shares", "Conditions of the Placing", "Termination of the Placing
Agreement" and "Restrictions on further issues of securities". The Placing
will be made on a non-pre-emptive basis. The Company will rely on the
allotment and disapplication of pre-emption rights authorities granted by
shareholders to the Company at its annual general meeting held on 18 May 2023.
Prior to launch of the Placing, the Company consulted with a significant
number of its shareholders to gauge their feedback as to the terms of the
Placing. Feedback from this consultation was supportive and as a result the
Board has concluded that the Placing is in the best interests of shareholders
and wider stakeholders and will promote the long-term success of the Company
and has chosen to proceed with the Placing. The Placing is being structured as
a Bookbuild to minimise execution and market risk. The Board intends to apply
the principles of pre-emption when allocating Placing Shares to those
shareholders that participate in the Placing.
Application will be made for the Placing Shares, the Retail Offer Shares and
the Subscription Shares (together, the "New Ordinary Shares") to be admitted
to listing on the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") (the "Official List") and to be
admitted to trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange") (together, "Admission").
Subject to Admission becoming effective, it is expected that settlement of
subscriptions in respect of the Placing Shares and trading in the Placing
Shares, the Retail Offer Shares and the Subscription Shares will commence at
8:00 a.m. (London time) on 27 July 2023.
The Placing is conditional upon, inter alia, admission of the Placing Shares
becoming effective not later than 8:00 a.m. (London time) on 27 July 2023 (or
such later time and/or date, being not later than 8:00 a.m. (London time) on 3
August 2023, as J.P. Morgan Cazenove and Numis may jointly agree with the
Company) and the Placing Agreement not being terminated in accordance with its
terms before that time.
The above proposed dates and times may be subject to change at the discretion
of the Company, J.P. Morgan Cazenove and Numis.
The New Ordinary Shares will, when issued, be credited as fully paid and rank
pari passu with the existing Ordinary Shares in the capital of the Company
including the right to receive all future dividends and distributions
declared, made or paid.
The Company has undertaken to the Banks that, between the date of this
Announcement and 180 calendar days after the date of Admission, it will not,
directly or indirectly, issue or allot Ordinary Shares, subject to customary
exceptions or waiver by the Banks.
Appendix 1 to this Announcement (which forms part of the Announcement) sets
out the Terms and Conditions of the Placing. By choosing to participate in the
Placing and by making an oral or written offer to acquire Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making a legally binding offer
subject to the terms and conditions in it, and to be providing the
representations, warranties and acknowledgements contained in Appendix 1.
The person responsible for making this Announcement on behalf of the Company
is Richard Smith, Chief Executive Officer.
For further information please contact:
The Unite
Group
+44 (0) 117 302 7005
Richard Smith, Chief Executive Officer
Joe Lister, Chief Financial Officer
Michael Burt, Group Investment Director
J.P. Morgan Cazenove (Joint
Bookrunner) +44 (0) 20 7742 4000
Robert Constant
Virginie de Grivel Nigam
Matt Smith
Paul Pulze
Numis (Joint
Bookrunner)
+44 (0) 20 7260 1000
Heraclis Economides
Ben Stoop
Jamie Loughborough
Oliver Hardy
Powerscourt (PR
Adviser)
+44 (0) 20 7250 1446
Justin Griffiths
Victoria Heslop
IMPORTANT NOTICES
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. Unless otherwise stated, defined terms in this
Announcement have the meanings ascribed to them in Appendix 2.
No action has been taken by the Company, the Banks or any of their respective
Affiliates or any person acting on its or their behalf that would permit an
offer of the Placing Shares or Subscription Shares in any jurisdiction or
result in the possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares or Subscription
Shares in any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose possession this
Announcement comes are required by the Company and the Banks to inform
themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") or the
Prospectus Regulation as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL (EACH A "RESTRICTED TERRITORY"). FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares or the
Subscription Shares is being made in any such jurisdiction.
This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (i) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (ii) if in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation who are (a) persons who fall within the definition of "investment
professional" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
and (c) together being referred to as "Relevant Persons"). Any investment or
investment activity to which this Announcement 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 only be engaged in with such persons.
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; and (ii) in the United
Kingdom, by persons who are not Relevant Persons.
The 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 any state or other jurisdiction of the
United States, and may not be offered or sold directly or indirectly in or
into the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the United States.
The Placing Shares are being offered and sold by the Company (a) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning of Section
4(a)(2) of the Securities Act pursuant to a transaction exempt from the
registration requirements of the Securities Act and/or pursuant to another
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Subscription Shares are being offered
and sold by the Company only outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S.
A potential Placee and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be, (i) outside
the United States and subscribing for the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S; or (ii) (a)
a QIB and (b) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration requirements under
the Securities Act. No public offering of securities is being made in the
United States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in response to the
information contained in this Announcement, will not be accepted.
No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.
For the attention of residents of Australia. This Announcement is not a
prospectus or product disclosure statement or otherwise a disclosure document
for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act
2001 (Cth) ("Corporations Act") and does not constitute an offer, or an
invitation to purchase or subscribe for the Placing Shares offered by this
Announcement except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act without the
need for a lodged prospectus or product disclosure statement. In addition, for
a period of 12 months from the date of issue of the Placing Shares, no
transfer of any interest in the Placing Shares may be made to any person in
Australia except to "sophisticated investors" or "professional investors"
within the meaning of sections 708(8) and (11) of the Corporations Act or
otherwise in accordance with section 707(3) of the Corporations Act.
Private Placement Sales in Canada: The Placing Shares have not been qualified
for distribution by prospectus under the securities laws of any province or
territory of Canada and may only be sold to purchasers who qualify as both an
"accredited investor" and as a "permitted client" under applicable Canadian
securities laws that have executed and delivered, or will execute and
deliver, a Canadian Investor Letter and satisfy the eligibility requirements
set forth therein.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to subscribe for Placing Shares
will be deemed (i) to have read and understood this Announcement (including
the appendices) in its entirety, (ii) to be participating, making an offer and
subscribing for Placing Shares on the Terms and Conditions contained in
Appendix 1 to this Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control. Many factors could cause actual results, performance
or achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets, changes
in government and other regulation, including in relation to the environment,
travel, health and safety and taxation, labour relations and work stoppages,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date hereof. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this Announcement
may not occur. No statement in this Announcement is intended to be a profit
estimate or profit forecast. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The Company, its
directors, the Banks and their respective Affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the Listing Rules made by the Financial Conduct
Authority (the "FCA") (the "Listing Rules") under the Financial Services and
Markets Act 2000 (as amended) ("FSMA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR") and EU MAR as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented ("UK MAR"),
the Disclosure Guidance and Transparency Rules made by the FCA under FSMA (the
"DTRs"), the rules of the London Stock Exchange plc (the "London Stock
Exchange") or the FCA.
J.P. Morgan is authorised by the Prudential Regulatory Authority (the "PRA")
and regulated in the United Kingdom by the PRA and the FCA. Numis is
authorised and regulated in the United Kingdom by the FCA. Each of the Banks
is acting exclusively for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters described in this
Announcement. Each of the Banks will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.
The Banks are not acting for the Company with respect to the Retail Offer or
the Subscription and will have no 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.
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 either of the Banks or by any of their respective Affiliates or
any person acting on its or their behalf as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance cannot be relied upon as 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, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
Any indication in this Announcement of the price at which securities
(including the Ordinary Shares) have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow for
the Company, as appropriate, for the current or future years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks, any of their respective
Affiliates and/or any person acting on its or their behalf, may take up a
portion of the Placing Shares in the Placing in a principal position and in
that capacity may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may offer or sell
such shares, securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks or any of
their respective Affiliates or any person acting on its or their behalf acting
in such capacity. In addition, either of the Banks, their respective
Affiliates and/or any person acting on its or their behalf may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which either of the Banks or any of their
respective Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Furthermore, in the event that the Banks acquire
Placing Shares in the Placing, they may co-ordinate disposals of such shares
in accordance with applicable law and regulation. Neither of the Banks, any of
their respective Affiliates nor any person acting on its or their behalf
intends to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.
The Banks, their respective Affiliates and/or any person acting on its or
their behalf may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business to the Company and/or its
Affiliates for which it would have received customary fees and commissions.
The Banks, their respective Affiliates and/or any person acting on its or
their behalf may provide such services to the Company and/or its Affiliates in
the future.
The Placing Shares to be issued or sold pursuant to the Placing, the Retail
Offer Shares to be issued or sold pursuant to the Retail Offer and the
Subscription Shares to be issued under the Subscription will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
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 Product Governance Rules") and/or any equivalent requirements elsewhere to
the extent determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; 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.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU 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 EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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 IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (I) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); OR (II) IF IN THE UNITED KINGDOM, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS
IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS REGULATION") WHO ARE (A)
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"), OR (B) PERSONS WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B)
AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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 FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE SECURITIES
ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY "PUBLIC
OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND/OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States or any Restricted Territory or in any
jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the Banks nor any
of its or their respective Affiliates nor any person acting on its or their
behalf which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not apply.
The Placing has not been approved and will not be approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Banks or any of their respective Affiliates or any
person acting on its or their behalf as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any party or its advisers, and any
liability therefore is expressly disclaimed.
None of the Company, the Banks nor any of their respective Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and acknowledges that:
(a) if it is in a member state of the EEA, it is a Qualified
Investor and undertakes that it will subscribe for, hold, manage or dispose of
any Placing Shares that are allocated to it for the purposes of its business;
(b) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
(c) it is and, at the time the Placing Shares are subscribed
for, will be, (i) outside the United States and subscribing for the Placing
Shares in an "offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB that has executed and delivered, or will
execute and deliver, a US Investor Letter, and (b) subscribing for the Placing
Shares pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under 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) if subscribing for the Placing Shares for the account of one
or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account;
(e) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, agreements and acknowledgements,
contained in these terms and conditions; and
(f) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in 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.
Defined terms used in this Appendix 1 are set out in Appendix 2.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence 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
The Banks are acting as joint bookrunners in connection with the Placing. The
Banks have today 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 respective reasonable endeavours to procure Placees for the Placing Shares
at a price determined following completion of the Bookbuild (the "Placing
Price"), and, subject to agreement with the Company as to the number of
Placing Shares to be placed with the Placees and the Placing Price, to the
extent that such Placees fail to pay for any of the Placing Shares allocated
to them, to subscribe for those Placing Shares for which such Placees fail to
pay for. The Banks are not acting for the Company with respect to the Retail
Offer or the Subscription.
The Placing Price and the final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of an agreement between the
Company and the Banks recording the final details of the Placing (the "Pricing
Agreement"). The timing of the closing of the book, pricing and allocations
are at the discretion of the Company and the Banks. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid 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
It is expected that Admission of the Placing Shares will become effective at
8:00 a.m. (London time) on 27 July 2023 (or such later date as may be agreed
between the Company and the Banks but being no later than 8:00 a.m. (London
time) on 3 August 2023).
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners on the Placing and as agents
of the Company, in each case severally, and not jointly nor jointly and
severally. Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by either of the Banks. 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 payable
to the Banks by all Placees whose bids are successful. The Placing Price and
the aggregate proceeds to be raised through the Placing will be agreed between
the Banks and the Company following completion of the Bookbuild. The Placing
Price and the number of Placing Shares 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 subscribe for at the Placing Price which is ultimately
established by the Company and the Banks or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Banks on the basis
referred to in paragraph 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 25 July 2023 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.
5. Each Placee's allocation will be agreed between the Banks and the
Company and will be confirmed to Placees orally or in writing by the relevant
Bank, acting as agent of the Company, following the close of the Bookbuild,
and an electronic contract note/trade confirmation will be dispatched as soon
as possible thereafter. Subject to paragraph 9 below, the relevant 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 such Bank and the Company, under which such Placee agrees
to subscribe for the number of Placing Shares allocated to it and to pay the
relevant Placing Price for each such Placing Share on the Terms and Conditions
set out in this Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and understood this
Announcements (including the appendices) in its entirety.
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 it may determine. The Banks may also, notwithstanding
paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks, subject to agreement with the Company. If
within a reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may, in their
absolute discretion, terminate the Placee's Placing participation in which
case 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.
7. The Placing Shares are being offered and sold by the Company (a)
outside the United States in "offshore transactions" as defined in, and
pursuant to, Regulation S under the Securities Act; and (b) in the United
States only to persons reasonably believed to be QIBs in transactions not
involving any "public offering" within the meaning of Section 4(a)(2) of the
Securities Act pursuant to an exemption from the registration requirements of
the Securities Act, and/or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. A potential Placee and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be,
either: (i) outside the United States and subscribing for the Placing Shares
in an "offshore transaction" as defined in, and pursuant to, Regulation S
under the Securities Act; or (ii) (a) a QIB that has executed and delivered,
or will execute and deliver, a US Investor Letter, and (b) subscribing for the
Placing Shares pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under 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.
With respect to (ii) above, it is subscribing for the Placing Shares for its
own account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings in this Announcement on behalf
of each such account.
8. Each potential Placee located or resident in Canada must qualify as
both an "accredited investor" and a "permitted client" under applicable
Canadian securities laws that has either executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the eligibility
requirements set forth therein.
9. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (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 been allocated to it and has
agreed to subscribe for. Each Placee's obligations will be owed to the
relevant Bank. The Company shall, conditional on Admission, allot such Placing
Shares to each Placee following each Placee's payment to the relevant Bank of
such amount.
10. Except as required by law or regulation, no press release or other
announcement will be made by either of 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.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be subscribed
for pursuant to the Placing will be required to be made at the same time, on
the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee after confirmation (oral or otherwise) by a Bank.
14. To the fullest extent permissible by law, neither of the Banks nor any of
their respective Affiliates nor any person acting on its or their behalf shall
have any responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, neither of
the Banks nor any of their respective Affiliates nor any person acting on its
or their behalf shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuild or of such alternative method of effecting the
Placing as the Banks and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):
1. the Pricing Agreement having been executed by the Company and the
Banks;
2. the release by the Company of the Pricing Announcement;
3. the Company having allotted the Placing Shares to the Placees, prior to
and conditional only on Admission;
4. each of the warranties on the part of the Company in the Placing
Agreement not being untrue, inaccurate or misleading (i) as at the date of the
Placing Agreement; (ii) as at the time the Pricing Agreement is executed (if
different from the date of this Announcement); and (iii) immediately prior to
Admission, in each case by reference to the facts and circumstances then
subsisting;
5. the Company having complied with all of its obligations under the
Placing Agreement;
6. there not having occurred a material adverse change in relation to the
Company and its subsidiaries (the "Group") at any time prior to Admission; and
7. Admission of the Placing Shares occurring at or before 8:00 a.m.
(London time) on 27 July 2023, or such later time and/or date as the Company
and the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, is not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree, being not later than 8:00 a.m. (London
time) on 3 August 2023); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the Placees' rights
and obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
in respect thereof.
The Banks 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 (other than those
conditions described in points 2, 3, 7 and certain other conditions, which may
not be waived under the terms of the Placing Agreement). Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Banks nor their respective Affiliates nor any person acting on
its or their behalf shall have any liability or responsibility to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it 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
Banks.
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 Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) there has been a breach by the Company of any
of the warranties or any failure by the Company to perform any of its
obligations contained in the Placing Agreement; (ii) there has been a material
adverse change in relation to the Group; (iii) there is a cancellation or
suspension by the FCA or the London Stock Exchange of trading in the Company's
securities; or (iv) upon the occurrence of certain force majeure events.
If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow Admission to proceed. By
participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under
"Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral or written confirmation by the Banks following
the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise or
non-exercise by each Bank of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Banks or for agreement between the Company and the Banks (as the case may be)
and that neither the Company nor the Banks need make any reference to, or
consultation with, Placees and that neither they nor any of their respective
Affiliates nor any person acting on its or their behalf shall have any
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange or in any other
jurisdictions in relation to the Placing or Admission and no such prospectus
is required (in accordance with the Prospectus Regulation or the UK Prospectus
Regulation) to be published in the United Kingdom or any equivalent document
in any jurisdiction.
Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement 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), the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their respective
Affiliates or any person acting on its or their behalf will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraud or fraudulent misrepresentation by that person.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 180 calendar days after (but including) the date of Admission,
it will not, without the prior written consent of the Banks, directly or
indirectly issue or allot Ordinary Shares, subject to customary exceptions and
waiver by the Banks.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consultation with, Placees and that they
shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0006928617)
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 for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/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 relevant
Bank and settlement instructions. It is expected that such electronic contract
note/trade confirmation will be despatched on or around 25 July 2023 and that
this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
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 J.P. Morgan (CREST Participant
ID: 784, Member Account ID: PRIMPLAC) as agent for the Company. The Placing
Shares will be credited to J.P. Morgan CREST account by way of a Registrars
Adjustment and therefore J.P. Morgan will not be required to enter any form of
receipt instruction into CREST. 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 on a delivery against payment basis.
It is expected that settlement will be on 27 July 2023 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 (2)
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) imposed in any jurisdiction
which may arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on the Banks
all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Banks lawfully take in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances
in which any other stamp duty or stamp duty reserve tax or other similar taxes
(and/or any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the Placing Shares
(or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement to transfer
Placing Shares), neither the Banks nor the Company shall be responsible for
the payment of such amounts.
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 (for itself and for any such prospective Placee) with the
Banks (in their capacity as joint bookrunners, as agents of the Company in
respect of the Placing and as underwriters of the Placing Shares) and the
Company, in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement, in its entirety and that
its participation in the Bookbuild and the Placing and its subscription for
and purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus Regulation and
it has not received and will not receive an offering document, prospectus,
offering memorandum or admission document in connection with the Bookbuild,
the Placing, the Company, Admission, the Placing Shares or otherwise;
3. the Ordinary Shares are admitted to the premium listing segment of the
Official List of the FCA and are admitted to trading on the main market of the
London Stock Exchange and that the Company is therefore required to publish
certain business and financial information in accordance with UK MAR and the
rules and practices of the London Stock Exchange and/or the FCA (collectively,
the "Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;
4. neither of the Banks, nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf has provided, and none
of them will provide, it with any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares,
nor has it requested either of the Banks, the Company, or any of their
respective Affiliates or any person acting on its or their behalf to provide
it with any such material or information;
5. unless otherwise specifically agreed with the Banks, that they are not,
and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to subscribe for the Placing Shares; and further acknowledges
that the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus,
offering memorandum or admission document be cleared or approved in respect of
any of the Placing Shares under the securities legislation of the United
States, the United Kingdom or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;
6. the content of this Announcement is exclusively the responsibility of
the Company and that neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
7. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing Shares is
contained in this Announcement and any Exchange Information, that it received
and reviewed all information that it believes is necessary or appropriate to
make an investment decision in respect of the Placing Shares, and that it has
neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the Company and
neither of the Banks, the Company nor any of their respective Affiliates nor
any person acting on its or their behalf 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 solely 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 neither of the
Banks nor any of their Affiliates nor any person acting on its or their behalf
have made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;
8. it has not relied on any information relating to the Company contained
in any research reports prepared by either of the Banks or their respective
Affiliates or any person acting on its or their behalf and understands that
(i) neither of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf has or shall have any liability for public
information or any representation; (ii) neither of the Banks nor any of their
respective Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of publication, the
date of this document or otherwise; and that (iii) neither of the Banks nor
any of their respective Affiliates nor any person acting on its or their
behalf makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
9. 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 subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
10. it acknowledges that no action has been or will be taken by the Company,
the Banks or their respective Affiliates or any person acting on its or their
behalf that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where any such
action for that purpose is required;
11. it and any person acting on its behalf is entitled to subscribe for the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Banks, the Company or any of their respective Affiliates or
any person acting on its or their behalf acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;
12. it (and any person acting on its behalf) has all necessary capacity and
has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
13. it has complied with its obligations under the Criminal Justice Act 1993,
UK MAR and in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism
Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (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;
14. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
15. if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
16. if it is in the United Kingdom, it is a Relevant Person and undertakes
that it will subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this
Announcement relates is available only to, in the United Kingdom, Relevant
Persons, and in any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not, in the
United Kingdom, Relevant Persons and, in any member state of the EEA,
Qualified Investors;
18. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into the United States (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
19. where it is subscribing for 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 subscribe for the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
20. if it is a pension fund or investment company, it represents, warrants and
undertakes that its subscription for Placing Shares is in full compliance with
applicable laws and regulations;
21. if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to the proposed offer or
resale;
22. any offer of Placing Shares may only be directed at persons in member
states of the EEA 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 prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation;
23. any offer of Placing Shares may only be directed at persons in the United
Kingdom 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 prior to Admission 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;
24. 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 either 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 financial promotion by an authorised person;
25. it has complied and will comply with all applicable laws (including
without limitation, all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing Shares;
26. if it has received any inside information (as defined under the Market
Abuse Regulation) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the Market Abuse Regulation,
prior to the information being made publicly available;
27. (i) it (and any person acting on its behalf) has the funds available to
pay for, and has capacity and authority and is otherwise entitled to purchase
the Placing Shares under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid any issue, transfer or other taxes due in connection with
its participation in any territory; (iii) it has not taken any action which
will or may result in the Company, the Banks or any of their respective
Affiliates or any person acting on its or their behalf being in breach of the
legal and/or regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and (iv) that
the subscription for and purchase of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of the
Company, or otherwise;
28. it (and any person acting on its behalf) will make payment for the Placing
Shares allocated to it in accordance with the Terms and Conditions of this
Announcement on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may be placed
with other Placees or sold as the Banks may in their absolute discretion
determine and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax or other similar taxes (together with any interest,
fines or penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;
29. its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares to which it will be entitled, and required, to subscribe
for, and that the Banks or the Company may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
30. neither of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf is making any recommendations to it, or advising
it regarding the suitability or merits of any transactions it may enter into
in connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the 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 either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right. In addition, it acknowledges and agrees that none of
the Banks nor their Affiliates are acting for the Company with respect to the
Subscription and will have no responsibilities, duties or liabilities, whether
direct or indirect, whether arising in tort, contract or otherwise in
connection with the Subscription or to any person in connection with the
Subscription;
31. the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the
Company, the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf will be responsible for any liability to stamp
duty or stamp duty reserve tax or other similar duties or taxes (together with
any interest, fines or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to indemnify each of the Company, the Banks and any of their respective
Affiliates and any person acting on its or their behalf 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 J.P. Morgan who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
32. these Terms and Conditions and any agreements entered into by it pursuant
to these Terms and Conditions, and any non-contractual obligations arising out
of or in connection with such agreements, shall be governed by and construed
in accordance with the laws of England and Wales and it subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the 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;
33. each of the Banks, the Company, their respective Affiliates and any person
acting on its or their behalf will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements
contained in this Announcement and which are given to each of the Banks on
their own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each of 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 contained in this Announcement;
34. it will indemnify on an after-tax basis and hold each of the Banks, the
Company and their respective Affiliates and any person acting on its or their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix 1 shall survive after completion
of the Placing;
35. it acknowledges that it irrevocably appoints any director or authorised
signatories of the Banks as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
36. it acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the electronic contract note/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;
37. in making any decision to subscribe for the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it will not
look to the Banks or any of their respective Affiliates or any person acting
on its or their behalf for all or part of any such loss or losses it or they
may suffer;
38. it acknowledges and agrees that neither the Company, the Banks, their
respective Affiliates nor any person acting on its or their behalf owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;
39. understands and agrees that it may not rely on any investigation that
either of the Banks or their respective Affiliates or any person acting on its
or their behalf may or may not have conducted with respect to the Company and
its Affiliates or the Placing and each of the Banks has not made any
representation or warranty to it, express or implied, with respect to the
merits of the Placing, the subscription for or purchase of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, either of the
Banks or their respective Affiliates or any person acting on its or their
behalf for the purposes of this Placing;
40. it acknowledges and agrees that it will not hold either of the Banks
and/or any of their respective Affiliates or any person acting on its or their
behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group and that no
such person 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;
41. in connection with the Placing, each of the Banks and any of their
respective Affiliates and any person acting on its or their behalf may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase or sell for its own account such shares in the Company
and any other securities of the Company or related investments and may offer
or sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to the Banks or any
of their respective Affiliates or any person acting on its or their behalf, in
each case, acting in such capacity. In addition either of the Banks and any of
their respective Affiliates and any person acting on its or their behalf may
enter into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such person(s) may from
time to time subscribe for, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf intends to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;
42. a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Bank(s). 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, UK MiFIR and MiFID II requirements and/or its allocation policies;
43. if it is in Australia, it is a "sophisticated investor" or a "professional
investor" within the meaning of sections 708(8) and (11) of the Corporations
Act and it understands and acknowledges that, for a period of 12 months from
the date of this Announcement, no transfer of any interest in the Placing
Shares may be made to any person in Australia except to "sophisticated
investors" or "professional investors" or otherwise in accordance with section
707(3) of the Corporations Act;
44. 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 prepared 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
U.S. Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of
Australia, Canada, South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia, Canada, South
Africa or Japan or in any country or jurisdiction where any action for that
purpose is required;
45. it understands and acknowledges that the Placing Shares are being offered
and sold by the Company (a) outside the United States in offshore transactions
as defined in, and pursuant to, Regulation S; and (b) in the United States
only to persons reasonably believed to be QIBs in transactions not involving
any "public offering" within the meaning of Section 4(a)(2) of the Securities
Act pursuant to an exemption from the registration requirements of the
Securities Act, and/or pursuant to another exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. It and
the prospective beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be, either: (i) outside the United
States and subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S; or (ii) (a) a QIB that has executed
and delivered, or will execute or deliver, and agrees to be bound to the terms
of, the US Investor Letter, and (b) subscribing for the Placing Shares
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under 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. With respect
to (ii) above, a potential Placee is subscribing for the Placing Shares for
its own account or for one or more accounts as to each of which it exercises
sole investment discretion and each of which is a QIB, for investment purposes
only and not with a view to any distribution or for resale in connection with
the distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account;
46. 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;
47. it will not directly or indirectly offer, reoffer, resell, transfer,
assign, pledge or otherwise dispose of any Placing Shares except: (a) outside
the United States in "offshore transactions" defined in, and in accordance
with, Regulation S; (b) in the United States to a person that it and any
person acting on its behalf reasonably believes is a QIB who is purchasing for
its own account or for the account of another person who is a QIB 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 an 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 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; and
48. 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.
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 its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company, 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, fines and penalties relating
thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company nor their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any interest or any stamp duty or stamp duty
reserve tax or any other similar duties or taxes (including, without
limitation, other stamp, issue, securities, transfer, registration, capital,
or documentary duties or taxes or any interest) ("transfer taxes") that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith (including
any interest, fines and penalties relating thereto), and agrees to indemnify
on an after-tax basis and hold the Banks and/or the Company (as the case may
be) and their respective Affiliates and any person acting on its or their
behalf 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.
Miscellaneous
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that either of the Banks or 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 either
of the Banks, any money held in an account with either of the Banks 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 each of the Banks in the course of its own business;
and the Placee will rank only as a general creditor of the relevant 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 shall notify
the Placees and any person acting on behalf of the Placees of any changes.
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.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to the
Banks.
Each Placee may be asked to disclose in writing or orally to the Banks:
1. if he or she is an individual, his or her nationality; or
2. if it is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
Appendix 2 - Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK.
"Admission" means admission of the Placing Shares, the Retail Offer Shares and
the Subscription Shares to the premium listing segment of the Official List
and to trading on the London Stock Exchange's main market for listed
securities;
"Affiliate" of any person means any other person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the subsidiaries of
such holding companies, branches, associated companies and subsidiaries; and
for these purposes "controlling person" means any person who controls any
other person; "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a person whether through the ownership of securities, by
contract or agency or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective directors,
officers, employees, agents and advisers of all such persons;
"Announcement" means this announcement and its appendices;
"Banks" means J.P. Morgan and Numis;
"Bookbuild" means the bookbuilding process to be commenced by the Banks to use
reasonable endeavours to procure placees for the Placing Shares at the Placing
Price, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement;
"Canadian Investor Letter" means the investor representation letter in the
form provided by the Banks to prospective purchasers of Placing Shares that
are located or resident in Canada;
"Capital Raise" means the Placing, the Retail Offer and the Subscription;
"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;
"Company" means The Unite Group plc;
"Corporations Act" means the Australian Corporations Act 2001 (Cth);
"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 made by the FCA
pursuant to Part VI of FSMA;
"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;
"EU Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all permitted
distribution channels;
"Euroclear" means Euroclear UK & Ireland Limited, a company incorporated
under the laws of England and Wales;
"Exchange Information" means certain business and financial information that
the Company is required to publish in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA;
"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 subsidiaries;
"HMO" means Houses of Multiple Occupancy;
"J.P. Morgan" means J.P. Morgan Securities plc (which conducts its UK
investment banking activities as J.P. Morgan Cazenove);
"Listing Rules" means the rules and regulations made by the FCA under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange plc;
"Market Abuse Regulation" means EU MAR or UK MAR (as applicable);
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance
requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures;
"Net Proceeds" means the net proceeds of the Capital Raise;
"New Ordinary Shares" means the Placing Shares, the Retail Offer Shares and
the Subscription Shares;
"Numis" means Numis Securities Limited;
"Official List" means the list of publicly listed companies maintained by the
FCA;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
"Ordinary Share" means an ordinary share of 25 pence each in the capital of
the Company;
"PBSA" means Purpose Built Student Accommodation;
"Placee" means a person procured by a Bank to subscribe for Placing Shares;
"Placing" has the meaning given in the first paragraph of this Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Placing Price" means the price per Ordinary Share at which the Placing Shares
are placed;
"Placing Shares" means the new Ordinary Shares to be allotted and issued under
the Placing;
"PRA" or "Prudential Regulation Authority" means the UK Prudential Regulation
Authority;
"Pricing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;
"Pricing Announcement" means the announcement published by the Company
confirming the results of the Placing on a Regulatory Information Service
immediately following the execution of the Pricing Agreement;
"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;
"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the
Securities Act;
"Qualified Investors" means qualified investors within the meaning of article
2(e) of the Prospectus Regulation;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulations" means the Criminal Justice Act 1993, UK MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof;
"Regulatory Information Service" means any of the services set out in Appendix
3 of the Listing Rules;
"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 new Ordinary Shares to be allotted and issued
under the Retail Offer;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Subscription" means the subscription for new Ordinary Shares by certain
directors of the Company;
"Subscription Shares" means the new Ordinary Shares to be allotted and issued
under the Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning given to such
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;
"transfer taxes" means any stamp duty or stamp duty reserve tax or any other
similar duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties or taxes);
"UK MAR" means the Market Abuse Regulation (EU) No.596/2014 as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
and supplemented;
"UK MiFIR" means the Market in Financial Instruments Regulation (EU) 600/2014
as it forms part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented;
"UK Product Governance Rules" means the product governance requirements of
Chapter 3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook;
"UK Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129 as
it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented;
"UK Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of COBS; and (ii) eligible for distribution through all
permitted distribution channels;
"uncertificated" or "in uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" means the United States of America, its territories
and possessions, any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any political
sub-division thereof; and
"US Investor Letter" means the investor representation letter in the form
provided by the Banks to QIBs in the United States.
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