REG - Volex PLC - Acquisition of Murat Ticaret and Proposed Placing
22/06/2023 07:15
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RNS Number : 5728D Volex PLC 22 June 2023
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
22 June 2023
Volex plc
("Volex", the "Company" or the "Group")
Acquisition of Murat Ticaret
Placing and retail offer to raise approximately £60 million
Volex (AIM: VLX), the specialist integrated manufacturer of critical power and
data transmission products, announces that it has agreed to acquire the entire
issued share capital of Murat Ticaret Kablo Sanayi A.Ş. ("Murat Ticaret"), a
leading manufacturer of complex wire harnesses headquartered in Turkey for a
total consideration of up to approximately €178.1 million, together with a
placing and retail offer to raise gross proceeds of approximately £60 million
in aggregate.
Acquisition highlights
· The acquisition of Murat Ticaret, a leading manufacturer of
complex wire harnesses for the off-highway sector for a total consideration of
up to approximately €178.1 million ($194.5 million(1)) on a cash free, debt
free basis and adjusted for normalised working capital (the "Acquisition")
· The Acquisition is in line with Volex's strategy of organic
growth, supplemented by value-enhancing M&A, and represents a significant
step in achieving the Group's stated five-year plan, in particular, broadening
the product offering and customer base, expanding the manufacturing footprint,
and further diversifies the Group, creating a new, fifth end market
· Murat Ticaret is a highly profitable business with a strong
financial track record. In the year ended 31 December 2022, it delivered
consolidated revenue and underlying EBITDA of approximately €158 million
($172 million(1)) and €33 million ($37 million(1)) respectively. Murat
Ticaret has generated EBITDA margins of approximately 20 per cent. over its
last three financial years and is highly cash generative, with cash conversion
averaging approximately 80 per cent. over the same period
· The consideration of up to approximately €178.1 million will be
satisfied through:
o €136.5 million in initial cash consideration; and
o up to €41.6 million of deferred contingent consideration payable over
two years subject to certain performance conditions
· The initial cash consideration of €136.5 million will be
satisfied by the net cash proceeds from the Fundraising of approximately
£58.5 million (€68.4 million(2)) and the remaining €68.1 million balance
will be funded from existing and amended debt facilities
· The enterprise value of €178.1 million implies an acquisition
multiple of 5.3x Murat Ticaret's CY2022 EBITDA
· Volex will retain a strong balance sheet post-transaction, with
March 2023 pro-forma pre-IFRS 16 leverage (annualised for the Acquisition)
expected to be less than 1.5x with a clear pathway to de-leveraging towards
1.0x in the medium term(3)
· The Acquisition is expected to complete in two to three months,
subject to approval by the Turkish and Macedonian competition authorities
Compelling strategic rationale and growth opportunity from the combination
· Murat Ticaret is a highly complementary business with similar
characteristics which fit the Volex model. In particular, the Acquisition:
o Delivers immediate scale in the attractive off-highway sector creating
access to a new, fifth growth market:
- High single-digit growth rates anticipated in its end markets
- Diverse customer base including major global manufacturers
- Adds non-competing, complementary products to Volex's
capabilities across a broad range of geographies
o Offers an attractive opportunity to develop Murat Ticaret's North American
sales
- Opportunity to expand operations in an attractive, fragmented
North American market, leveraging Volex's existing footprint in North America
o Drives a wide range of cross-selling opportunities
- Ability to market the full range of Volex production
capabilities to the acquired customer base
o Supply chain scale and cost benefits from enhanced purchasing power
- With eight manufacturing sites across three continents, the
additional scale will increase Group purchasing power within the supply chain,
creating operational efficiency benefits
o Structurally improves Group underlying operating margin
- Expected to be approximately 10 per cent. in the first full year
of ownership and expected to move to more than 10 per cent. over time
o Expected to be mid-teens earnings enhancing in the first full year of
ownership with ROIC exceeding Group cost of capital in year one
Fundraising highlights
· Proposed placing (the "Placing") and retail offer (the "REX
Retail Offer") of 21,818,181 new ordinary shares of 25 pence each in the
Company ("New Ordinary Shares"), at a price of 275 pence per share (the "Offer
Price") to raise gross proceeds of approximately £60 million (the
"Fundraising")
· The New Ordinary Shares represent approximately 13.7 per cent. of
the Company's existing issued share capital as at the date of this
Announcement
· The Offer Price represents a discount of approximately 3.8 per
cent. to the closing mid-market price of 286 pence per share on 21 June 2023,
being the last practicable date prior to the release of this Announcement.
The net proceeds of the Fundraising will be used to part-fund the Acquisition
· Certain Directors of the Company have indicated their intention
to subscribe for 5,461,088 New Ordinary Shares amounting to approximately £15
million at the Offer Price
· The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will commence immediately following this
Announcement in accordance with the terms and conditions set out in the
Appendix. HSBC Bank plc ("HSBC") and Peel Hunt LLP ("Peel Hunt") are acting as
joint global co-ordinators and joint bookrunners (the "Joint Global
Co-ordinators") with respect to the Placing
· A separate announcement will be made shortly regarding the REX
Retail Offer and its terms
· The Fundraising is not conditional upon completion of the
Acquisition. In the unlikely event that the Acquisition does not complete, the
Board's current intention is to invest the net proceeds of the Fundraising for
general corporate purposes, and, where possible, financing other acquisition
opportunities that fulfil the Company's strategic objectives
· Application has been made to London Stock Exchange plc for the
New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective, and that dealings will commence
at 8.00 a.m. on 26 June 2023
· The New Ordinary Shares, when issued and fully paid, will rank
pari passu in all respects with Volex's existing ordinary shares and will rank
pari passu for all dividends or other distributions declared, made or paid
after the date of issue of the New Ordinary Shares
Nat Rothschild, Executive Chairman of Volex, said:
"We're extremely excited to announce the acquisition of Murat Ticaret, which
we believe is an exceptional fit with Volex, and is expected to be highly
earnings accretive. Murat Ticaret is a very complementary business, as a high
mix, low volume manufacturer, with a strong customer base, and many
characteristics which fit well with our business model.
"Over a period of three years, we have been able to get to know the business
and management team well, all of whom will transfer to Volex, and we look
forward to welcoming our new colleagues to the Group later this year.
"We believe this transaction is truly transformational for Volex, further
diversifying our end market and customer exposure by adding a new, fifth
growth end market, broadening our product and knowledge offering, whilst
structurally improving the profitability of the Group."
Footnote
1. EUR/USD FX of 1.092 as of 21 June 2023
2. GBP/EUR FX of 1.169 as of 21 June 2023
3. Leverage is calculated excluding the impact of IFRS 16 to align with
the way this is measured by the Group's lending banks
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under MAR. Upon the publication of
this Announcement via a regulatory information service, this inside
information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, the person responsible for arranging release of this
Announcement on behalf of the Company is Christian Bedford, Group General
Counsel and Company Secretary.
In addition, market soundings (as defined in MAR) were taken in respect of the
Fundraising and the Acquisition with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement being made by the Company
today. Therefore, those persons that received inside information in a market
sounding are no longer in possession of such inside information relating to
the Company and its securities.
Terms used but not defined elsewhere in this Announcement shall have the
meanings given to such terms in the Definitions section of the Appendix to
this Announcement.
Enquiries:
Volex plc +44 (0) 7971 156 431
Nat Rothschild, Executive Chairman Investor.relations@volex.com
Jon Boaden, Chief Financial Officer
HSBC (Joint Global Co-Ordinator and Joint Corporate Broker) +44 (0) 20 7991 8888
Simon Alexander
Keith Welch
Joe Weaving
Robert Baker
Peel Hunt (Nominated Adviser, Joint Global Co-Ordinator and Joint Corporate +44 (0) 20 7418 8900
Broker)
Investment Banking: Ed Allsopp / Mike Bell / Tom Ballard / Ben Harrington
Syndicate: Sohail Akbar / Jock Maxwell Macdonald
Powerscourt (Public Relations)
James White +44 (0) 7250 1446
Nicholas Johnson
Background to and reasons for the Acquisition
Volex has a clear and established strategy to grow organically, focussed on
growth markets, complemented by earnings accretive acquisitions. Over the last
five years, the Group has significantly improved its operational efficiency,
accelerated its vertically integrated capabilities, and expanded its
geographical footprint, enhanced through the acquisition of 10 high performing
businesses, successfully deploying over $200 million.
In 2022, having delivered its five-year plan set out in 2019 a year early, the
Company announced a new ambitious plan, to achieve Group revenues of $1.2
billion by the end of FY2027. An element of the growth plan is to generate at
least $200 million of revenue from new acquisitions, in sectors which the
Group has a deep understanding and knowledge, with long-term customers and
proven capabilities, with the potential to enhance the Group's margin profile.
The Board believes that the acquisition of Murat Ticaret, a profitable, high
margin, growth business, complements and adds to the Group's existing
capabilities, broadening the product offer and customer base, providing access
to new growth end market segments, and generates an attractive opportunity to
further penetrate the North American market through cross-selling. The
Acquisition is expected to be mid-teens earnings enhancing in the first full
year of ownership, being the Company's financial year ending 31 March 2025. It
is expected to structurally improve the Group's underlying operating margin to
more than 10 per cent. over time. The Acquisition has a clear fit with the
Group's strategy, shares many similar characteristics with Volex, and will
represent a significant step in achieving its five year plan.
Murat Ticaret has a long established management team, with an aligned
commercial approach and excellent customer relationships. The Directors and
other key operational management will remain with the business on completion
of the Acquisition.
In order to obtain the deferred contingent consideration, Murat Ticaret will
need to achieve certain financial criteria, which will be assessed at the 12
and 24 month anniversaries of the completion of the Acquisition. The Directors
expect these financial hurdles to be achieved and that the deferred contingent
consideration will be paid. Up to €41.6 million of deferred contingent
consideration is payable in respect of the financial performance in each of
the two years, subject to catch up rights and the overall deferred contingent
consideration cap of €41.6 million. The Company retains the option to
satisfy the deferred contingent consideration entirely in cash, or up to
approximately 50 per cent. in Volex ordinary shares, at its discretion.
The Board has concluded that it is appropriate to fund the initial cash
consideration of the Acquisition through a combination of debt and equity,
which will ensure the Company retains a strong balance sheet post-transaction,
providing flexibility for further organic growth investments, and bolt-on
acquisitions.
Murat Ticaret Overview
Established in 1969 and headquartered in Gebze, Turkey, Murat Ticaret is a
wiring harness company operating in 3 continents and serving customers in over
26 countries. Murat Ticaret produces electrical wiring harnesses, battery
cables and serves as a supplier to original equipment manufacturers in the
markets of public transportation, construction, agriculture, material
handling, utility vehicles, passenger cars and commercial vehicles. In
addition to manufacturing services, it delivers value added services such as
engineering and design. Customers include four of the five largest
agricultural equipment manufacturers in the world, the largest lift truck
manufacturer in Europe and the largest bus builder in Turkey.
In the year ended 31 December 2022, Murat Ticaret generated consolidated
revenue and underlying EBITDA of approximately €158 million and €33
million respectively. Murat Ticaret has doubled its revenue in the last three
years due to strong customer demand for agile and competitive manufacturing
solutions, and delivered EBITDA margins of approximately 20 per cent. over the
same period. Murat Ticaret is highly cash generative with low ongoing capex
requirements.
As at 31 December 2022, Murat Ticaret had net assets of approximately €69
million.
The financial information presented in this Announcement, (in the case of
revenue, underlying EBITDA, and net assets of Murat Ticaret) is derived from
the third party financial due diligence report commissioned by the Company on
Murat Ticaret in respect of Murat Ticaret's financial years ended 31 December
2020, 2021 and 2022. The underlying figures originate from Murat Ticaret
management accounts, which have been subject to further adjustments to reflect
a form consistent with the accounting policies adopted by Volex in its own
annual consolidated financial statements, including, inter alia, consolidation
of the global operations of the assets to be acquired and conversion into
IFRS.
Murat Ticaret has made a strong start to its financial year ending 31 December
2023, with revenue growth in line with management expectations. Murat Ticaret
revenues are expected to grow in line with a blended market annual growth rate
of approximately 7 per cent.. Following the acquisition, Volex plans to invest
in the enhancement of the sales team, support functions and business processes
in the Murat Ticaret organisation. This will align the operating model with
other businesses within the Group and create a platform for future scalable
growth. As a consequence, underlying EBITDA margins of 15 - 16 per cent. are
expected for Murat Ticaret going forwards.
The freeholds of most of Murat Ticaret's operating properties are being
transferred out of Murat Ticaret's corporate group prior to completion of the
Acquisition and leased back to the Group on arms-length terms. The Group has
been granted a right to re-acquire the freehold of these properties at fair
market value at any point during the four-year period following completion of
the Acquisition. It then has a right of first refusal, at fair market value,
for a further four years in the event that the Sellers decide to sell the
freeholds during that additional period.
There are two further Murat Ticaret operating properties, the freeholds of
which are being acquired by the Group as part of the Acquisition. On the sixth
anniversary of completion of the Acquisition, the Group has the option to sell
the freehold to those properties to the Sellers and enter into leaseback
arrangements on arms-length terms in respect of the same. The consideration
for those sales would be fair market value and such sales would give rise to
additional consideration payable to the Sellers under the Acquisition
Agreement - there would therefore be no net cash impact on the Group. If the
Group elects to retain the freehold to those two properties at any point up to
the expiry of the sixth anniversary of completion of the Acquisition, this
would give rise to the payment by the Group of deferred consideration equal to
the fair market value of those properties, with a corresponding cash impact on
the Group.
Additional details of the Fundraising
The Company is raising approximately £60 million (before expenses) to
part-fund the initial cash consideration for the Acquisition. The Fundraising
comprises the Placing and the REX Retail Offer.
Certain Directors of the Group have indicated their intention to participate
in the Placing, which amounts to expected gross proceeds of approximately £15
million in aggregate. The following PDMRs have indicated their intention to
participate in the Placing.
Name Number of existing Ordinary Shares Percentage of existing issued share capital Number of New Ordinary Shares Number of Ordinary Shares on Admission Percentage of Enlarged Share Capital on Admission
Nat Rothschild(1) 39,321,176 24.71% 5,391,272 44,712,448 24.71%
Jon Boaden 15,054 0.01% 9,090 24,144 0.01%
Dean Moore 15,000 0.01% 3,636 18,636 0.01%
Amelia Murillo nil nil 55,272 55,272 0.03%
Sir Peter Westmacott 5,900 0.00% 1,818 7,718 0.00%
(1) Nat Rothschild holds shares directly, and via NR Holdings Limited, of
which he is a beneficiary.
The Company is issuing New Ordinary Shares amounting to approximately 13.7 per
cent. of its existing issued ordinary share capital on a non-pre-emptive basis
pursuant to the Fundraising, and members of the Board have consulted with the
Company's major institutional shareholders ahead of the release of this
Announcement. A cashbox structure has been chosen for the Fundraising as it
minimises cost, time to completion, as well as exposure to market volatility,
and provides the Sellers with greater transaction certainty. The consultation
has confirmed the Board's view that the Fundraising is in the best interests
of shareholders, as well as wider stakeholders in the Company. The Company
also considers it important that retail shareholders have an opportunity
(where it is practicable for them to do so) to participate in the Fundraising
on equivalent terms and conditions to the Placing. Accordingly, the Company is
offering its existing retail shareholders the opportunity to participate
through the REX Retail Offer.
This Announcement should be read in its entirety. In particular, the
information provided in the "Important Notices" section of this Announcement
and the Appendix to this Announcement (which forms part of this Announcement)
which sets out the terms and conditions of the Placing should be read and
understood. Persons who have chosen to participate in the Placing, by making
an oral or written offer to acquire Placing Shares, will be deemed to have
read and understood this Announcement in its entirety (including the Appendix)
and to be making such offer on the terms and subject to the conditions herein,
and to be providing the representations, warranties, agreements,
confirmations, acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United States
(including its territories and dependencies, any state of the United States
and the District of Columbia), Australia, Canada, Japan, New Zealand or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan or
the Republic of South Africa or any other state or jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with
these restrictions may constitute a violation of securities laws of such
jurisdictions.
The New Ordinary Shares have not been, and will not be, registered under the
US Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. There will be no public offering of
the New Ordinary Shares in the United States. The New Ordinary Shares are
being offered and sold (i) outside of the United States in "offshore
transactions" in accordance with Regulation S under the US Securities Act, and
(ii) within the United States only to persons reasonably believed to be
"qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act pursuant to an applicable exemption from, or in transactions
not subject to, the registration requirements of the Securities Act
All offers of New Ordinary Shares will be made pursuant to an exemption under
the Regulation (EU) 2017/1129 (the "Prospectus Regulation") (and in the UK,
the UK version of that regulation) as amended from time to time from the
requirement to produce a prospectus. No prospectus will be made available in
connection with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult an independent financial
adviser.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out in the Appendix are for
information purposes only and are directed only at: (a) persons in Member
States of the Economic European Area who are qualified investors within the
meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified
Investors"); (b) if in the United States, persons who are reasonably believed
to be a QIB (as defined in Rule 144A under the US Securities Act); and (c) in
the United Kingdom, persons who are qualified investors within the meaning of
the UK version of the Prospectus Regulation and who (i) have professional
experience in matters relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all such persons
together being referred to as "Relevant Persons"). This Announcement must
not be acted on or relied on by persons in any EEA member state by persons who
are not Qualified Investors or by persons in the UK who are not Relevant
Persons.
The distribution of this Announcement (including the Appendix) and the
offering of the New Ordinary Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, HSBC and/or Peel Hunt that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company, HSBC and Peel Hunt to inform themselves about, and to observe, such
restrictions.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
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
by HSBC or Peel Hunt, or by any of their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or approved
by HSBC or Peel Hunt or any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents. Save for any
responsibilities or liabilities, if any, imposed on HSBC and/or Peel Hunt by
FSMA or by the regulatory regime established under it, no responsibility or
liability is accepted by HSBC or Peel Hunt or any of their respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Fundraising.
Each of Peel Hunt, which is authorised and regulated by the FCA, and HSBC,
which is authorised by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the PRA and the FCA, is acting exclusively
for the Company and no one else in connection with the Placing and the matters
referred to herein. Neither HSBC nor Peel Hunt will regard any other person(s)
(whether or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for the
giving of advice in relation to any transaction, matter, or arrangement
referred to in this document.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based. Statements contained in this Announcement regarding
past trends or activities should not be taken as representation that such
trends or activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any investment decisions to buy New
Ordinary Shares in the Fundraising must be made solely on the basis of
publicly available information, which has not been independently verified by
HSBC or Peel Hunt.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than AIM, a market operated by
the London Stock Exchange plc.
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.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/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 Requirements
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary 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 defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, each of HSBC and Peel Hunt has
only procured investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
Terms and Conditions - Important Information for Placees Only Regarding the
Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES
AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
ALL OFFERS OF PLACING SHARES IN THE UNITED KINGDOM WILL BE MADE PURSUANT TO AN
EXEMPTION UNDER THE UK PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS. ALL OFFERS OF PLACING SHARES IN THE
EUROPEAN ECONOMIC AREA ("EEA") WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE
EU PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS.
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO: (A) IF IN THE UNITED
KINGDOM, ARE PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION
DELEGATED REGULATION (EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU)
2019/979 (THE "EU PROSPECTUS REGULATION") AS AMENDED AND TRANSPOSED INTO THE
LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (AS AMENDED) (THE
"UK PROSPECTUS REGULATION") AND WHO ARE: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR (III) PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (B) IF IN A MEMBER STATE OF THE
EEA, PERSONS WHO ARE "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION, INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY
MEMBER STATE) (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN LIMITED
EXCEPTIONS, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE. The Placing Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of any proposed offering of the Placing Shares, or the accuracy or
adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
AND THIS APPENDIX DO NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
GLOBAL CO-ORDINATORS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE PLACING. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
By participating in the Placing, Placees will be deemed to have read and
understood this Announcement in its entirety and to be participating in the
Placing on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this Appendix. In
particular, each Placee represents, warrants and acknowledges that:
(1) it is a Relevant Person (as defined above) and undertakes that
it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
(2) it is and, at the time the Placing Shares are acquired, will be
either (a) outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the Securities
Act ("Regulation S") or (ii) a "qualified institutional buyer" ("QIB") as
defined in Rule 144A under the Securities Act who has duly executed a US
investor letter in a form satisfactory to the Company and the relevant Joint
Global Co-ordinator; or
(3) if it is a financial intermediary, as that term is used in
Article 2(d) of the EU Prospectus Regulation or Article 5(1) of
the UK Prospectus Regulation (as applicable), that any Placing Shares
acquired by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of
the European Economic Area which has implemented the EU Prospectus Regulation
to Qualified Investors, or in the United Kingdom to qualified investors
within the meaning of the UK Prospectus Regulation, or in circumstances in
which the prior consent of the Joint Global Co-ordinators has been given to
each such proposed offer or resale.
The Company and each of the Joint Global Co-ordinators will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
The Placing Shares are, subject to certain exceptions (in which case the
investor will be required to sign a US investor letter in a form satisfactory
to the Company and the relevant Joint Global Co-ordinator), being offered and
sold outside the United States in accordance with Regulation S under the
Securities Act in an offshore transaction (as such term is defined in
Regulation S under the Securities Act).
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance, the New Zealand
Financial Markets Authority or the South African Reserve Bank; and the Placing
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South Africa.
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, Japan, New Zealand, the
Republic of South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
The distribution of this Announcement and the Placing or issue of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Joint Global Co-ordinators or any of their
affiliates that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Global Co-ordinators to inform
themselves about and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators 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 and will close at the
discretion of the Company and the Joint Global Co-ordinators. 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 the Placing Shares
The Joint Global Co-ordinators have today entered into the Placing Agreement
(the "Placing Agreement") under which, subject to the terms and conditions set
out therein, each of the Joint Global Co-ordinators has agreed to use
reasonable endeavours to procure subscribers for the Placing Shares and, to
the extent that any Placee defaults in paying the Offer Price (as defined
below) in respect of any of the Placing Shares allocated to it, each of the
Joint Global Co-ordinators has agreed, severally and not jointly or jointly
and severally, to subscribe for such Placing Shares at the Offer Price.
The price per Placing Share is 275 pence per Placing Share (the "Offer
Price"). The final number of Placing Shares will be decided at the close of
the Bookbuild following the execution of the terms of sale by the Company and
the Joint Global Co-ordinators (the "Terms of Sale"). The timing of the
closing of the book and allocations are at the discretion of the Company and
the Joint Global Co-ordinators. Details of the number of Placing Shares will
be announced as soon as practicable after the close of the Bookbuild.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects, including, inter alia, Admission occurring not later than
8.00 a.m. (London time) on 26 June 2023 (or such later date as may be agreed
between the Company and the Joint Global Co-ordinators), the execution of the
Terms of Sale and the warranties in the Placing Agreement not being, in the
opinion of either of the Joint Global Co-ordinators, untrue or inaccurate or
misleading when made nor becoming untrue or inaccurate in any respect or
misleading by reference to the facts and circumstances existing at the time.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares in the Company (the
"Ordinary Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary Shares after
the date of Admission.
The Placing Agreement is subject to customary conditions and termination
rights. The issue of the Placing Shares is to be effected by way of a cash box
placing. In accordance with the Placing Agreement and a subscription and
transfer agreement entered into between the Company, a Jersey-incorporated
subsidiary of the Company ("Newco") and Peel Hunt, the Company will allot and
issue the Placing Shares on a non-pre-emptive basis to Peel Hunt, as bare
nominee for the Placees (pending transfer of legal title to the Placees
through CREST) and/or to the Placees themselves, as Peel Hunt shall direct, in
consideration for the transfer to the Company by Peel Hunt of certain shares
which it holds in Newco. Accordingly, instead of receiving cash as
consideration for the issue of Placing Shares the Company will, conditional on
Admission and following the conclusion of the Placing, own all of the issued
share capital of Newco, whose only asset will be its cash reserves, which will
represent an amount approximately equal to the net proceeds of the Placing.
As part of the Placing, the Company has agreed with the Joint Global
Co-ordinators that it will not, inter alia, issue or sell any Ordinary Shares
for a period of 180 days after Admission (other than the grant of options
pursuant to share option or incentive plans in the ordinary course of
business, the issue of Ordinary Shares in connection with a scrip dividend
scheme relating to the Company's final dividend for its financial year ended
31 March 2023 and the issue of Ordinary Shares in accordance with the terms of
the agreement in respect of the Acquisition ("Acquisition Agreement"), if
applicable, in each case without the prior written consent of the Joint Global
Co-ordinators.
Applications for Admission
Application has been made for the Placing Shares to be admitted to trading on
AIM. It is expected that Admission will take place at 8.00 a.m. (London
time) on 26 June 2023 (or such later date as may be agreed between the Company
and the Joint Global Co-ordinators) and that dealings in the Placing Shares
will commence at that time.
Participation in, and principal terms of, the Placing
1. Each of the Joint Global Co-ordinators are acting as joint global
co-ordinator, joint bookrunner and agent of the Company in connection with the
Placing. Participation in the Placing will only be available to persons who
are Relevant Persons or who may lawfully be, and are, invited to participate
by the Joint Global Co-ordinators.
2. The Joint Global Co-ordinators and their respective affiliates and/or
their agents are each entitled to participate in the Placing as principal.
3. The Placing Shares will be issued to Placees at the Offer Price.
4. To bid in the Bookbuild, Placees should communicate their bid by
telephone and in writing to their usual sales contact at the relevant Joint
Global Co-ordinator. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Offer Price . Each Joint
Global Co-ordinator reserves the right not to accept a bid from a potential
Placee. Bids may also be scaled down by the Joint Global Co-ordinators on the
basis referred to in paragraph 6 below.
5. Each prospective Placee's allocation in the Bookbuild ("Placing
Participation") will be determined by the Company in consultation with the
relevant Joint Global Co-ordinator and their Placing Participation will be
confirmed orally and/or via written correspondence by the relevant Joint
Global Co-ordinator as agent of the Company. That oral and/or written
confirmation constitutes an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Offer Price on the terms and conditions
set out in this Appendix and in accordance with the articles of association of
the Company.
6. The Bookbuild will open with immediate effect. The timing of the
closing of the Bookbuild, pricing and allocations are at the absolute
discretion of the Company and the Joint Global Co-ordinators. The Joint Global
Co-ordinators may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The Joint Global Co-ordinators
reserve the right to scale back the number of Placing Shares to be subscribed
for by any Placee in the event of an oversubscription under the Placing. The
Joint Global Co-ordinators also reserve the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
7. Each Placee also has an immediate, separate, irrevocable and binding
obligation, owed to the Joint Global Co-ordinators, each as agents of the
Company, to pay in cleared funds in Sterling at the relevant time in
accordance with the requirements set out below under "Registration and
Settlement", an amount equal to the product of the Offer Price and the number
of Placing Shares such Placee has agreed to subscribe and the Company has
agreed to allot and issue to that Placee, conditional upon Admission becoming
effective.
8. Irrespective of the time at which a Placee's Placing Participation is
confirmed, settlement for all Placing Shares to be acquired pursuant to the
Placing will be required to be made on the same day, on the basis explained
below under "Registration and Settlement".
9. Completion of the Placing be subject to the fulfilment 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". In the event that the Placing Agreement does not
become unconditional in any respect or is terminated, the Placing will not
proceed.
10. By participating in the Placing, each Placee will agree 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 and is not subject to any further conditions or
requirements other than those set out in this Announcement or Placing
Agreement.
11. To the fullest extent permissible by law, neither the Joint Global
Co-ordinators nor the Company nor any of their affiliates, agents, directors,
officers, consultants or employees shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise). In
particular, neither the Joint Global Co-ordinators nor any of their
affiliates, agents, directors, officers, consultants or employees shall have
any liability (including to the extent permissible by law, any fiduciary
duties) in respect of the Joint Global Co-ordinators' conduct of the Bookbuild
(including the Joint Global Co-ordinators entering or not entering into the
Terms of Sale) or of such alternative method of effecting the Placing as the
Joint Global Co-ordinators and the Company may agree.
Conditions of the Placing
The Placing Agreement is conditional on, inter alia:
(a) each of the warranties in the Placing Agreement not being, in
the opinion of either of the Joint Global Co-ordinators (acting in good
faith), untrue or inaccurate in any respect or misleading when made nor
becoming untrue or inaccurate in any respect or misleading by reference to the
facts and circumstances existing at the time;
(b) the Acquisition Agreement having been duly executed and
delivered by the parties thereto, having been performed to the extent required
prior to Admission in accordance with its terms and not being varied (in any
material respect), modified (in any material respect), supplemented, rescinded
or terminated (in whole or in part) in the period up to Admission;
(c) the multicurrency revolving credit facility agreement made
between the Company and, inter alia, HSBC UK Bank plc, Citibank, N.A., London
Branch, Barclays Bank plc, Fifth Third Bank and Unicredit SpA, London Branch
and HSBC Bank plc as amended and restated pursuant to an amendment and
restatement deed dated 11 February 2022 (the "Facility Agreement") not being
varied (in any material respect), modified (in any material respect),
supplemented, rescinded or terminated (in whole or part) in the period up to
Admission, save as provided for in the Accordion Option Notice (defined
below);
(d) the accordion option notice related to the Facility Agreement
(the "Accordion Option Notice") having been entered into by the parties
thereto and not being varied (in any material respect), modified (in any
material respect), supplemented, rescinded or terminated (in whole or part) in
the period up to Admission;
(e) there having been no material breach by the Company or Newco of
any of their obligations under the initial subscription and option agreement
or the subscription and transfer agreement in respect of the Placing before
Admission;
(f) in the opinion of either of the Joint Global Co-ordinators
(acting in good faith), there not having occurred a material adverse change,
whether or not foreseeable at the date of this Agreement;
(g) the Company having complied in all material respects with its
obligations under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission;
(h) the Joint Global Co-ordinators and the Company entering into the
Terms of Sale;
(i) the Company allotting, subject only to Admission, the Placing
Shares; and
(j) Admission taking place not later than 8.00 a.m. (London time)
on 26 June 2023 or such later date as the Company and the Joint Global
Co-ordinators may otherwise agree.
If (i) any of the conditions contained in the Placing Agreement have not been
fulfilled or waived by the Joint Global Co-ordinators by the applicable time
or date where specified (or such later time and/or date as the Company and the
Joint Global Co-ordinators may agree), (ii) any of the conditions contained in
the Placing Agreement becomes incapable of being satisfied or (iii) the
Placing Agreement is terminated in accordance with its terms (as summarised
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 the Placee in respect
thereof.
The Joint Global Co-ordinators may, in their absolute discretion and upon such
terms as they think fit, waive fulfilment, in whole or in part, of any or all
of the conditions in the Placing Agreement, other than that relating to, inter
alia, Admission (to the extent permitted by law or regulations), by giving
notice in writing to the Company. Any such waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Joint Global Co-ordinators, the Company or any other person shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they may make as
to whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally or for entering or not entering into the Terms of Sale and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of the Joint Global Co-ordinators and the
Company.
Termination of the Placing Agreement
The Joint Global Co-ordinators are entitled, at any time before Admission and
in accordance with its terms, to terminate the Placing Agreement by giving
notice to the Company if, inter alia:
(a) any of the warranties given by the Company in the Placing
Agreement or any statement in this Announcement, the management presentation
given by the Company in relation to the Placing or the press announcement in
respect of the REX retail offer to be issued by the Company is, in the opinion
of either of the Joint Global Co-ordinators (acting in good faith), untrue or
inaccurate in any respect or misleading when made or has become untrue or
inaccurate in any respect or misleading by reference to the facts and
circumstances existing at the time;
(b) any party to the Acquisition Agreement fails to comply with its
material obligations under the Acquisition Agreement that fall to be performed
prior to Admission or any right arises on the part of the Company to terminate
the Acquisition Agreement; or
(c) either the Company or Newco is in material breach of any of its
obligations under the initial subscription and option agreement or the
subscription and transfer agreement in respect of the Placing;
(d) in the opinion of either of the Joint Global Co-ordinators
(acting in good faith), there not having occurred a material adverse change,
whether or not foreseeable at the date of this Agreement;
(e) the Company has not complied in all material respects with any
of its obligations under the Placing Agreement (to the extent such obligations
fall to be performed prior to Admission); and
(f) there has been: (i) the suspension of trading in securities
generally on the London Stock Exchange or the New York Stock Exchange, or
trading is limited or minimum prices established on any such exchange; (ii)
the declaration of a banking moratorium in London or by the US federal or New
York State authorities or any material disruption to commercial banking or
securities settlement or clearance services in the US or the UK; (iii) any
change, or development involving a prospective change, in national UK, US,
Turkish, European or international financial, economic, political, industrial
or market conditions or currency exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or any
declaration by the UK or the US or any EEA member state of a national
emergency or war or any other calamity or crisis and whether or not
foreseeable at the date of the Placing Agreement; or (iv) any adverse change
or prospective adverse change since the date of the Placing Agreement in UK
tax affecting the Ordinary Shares, in each case which either of the Joint
Global Co-ordinators considers in its absolute discretion (acting in good
faith) to be likely to have an adverse effect on the financial or trading
position or the business or prospects of the Company's group (the "Group") as
enlarged by the Acquisition (the "Enlarged Group") which is material in the
context of the Enlarged Group as a whole or which renders the Placing, the
Acquisition and/or Admission impracticable or inadvisable.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by either
Joint Global Co-ordinator of any right of termination or by either Joint
Global Co-ordinator of any other discretion under the Placing Agreement, shall
be within the absolute discretion of the relevant Joint Global Co-ordinator
and that it need not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators that, between the
date of the Placing Agreement and 180 calendar days from the date of
Admission, it will not issue Ordinary Shares or enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Joint Global Co-ordinators and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Global Co-ordinators of any power to grant consent to waive the undertaking by
the Company of a transaction which would otherwise be subject to the lock-up
under the Placing Agreement shall be within the absolute discretion of the
Joint Global Co-ordinators 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.
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in the United Kingdom, any
member state of the EU or elsewhere. No offering document or prospectus has
been or will be submitted to be approved by the FCA in relation to the Placing
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly released to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement and subject to any further terms set forth in
the contract note or trade confirmation to be provided to the individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company or the Joint Global Co-ordinators or any other
person and neither the Company nor the Joint Global Co-ordinators nor any
other person will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in participating in the Placing. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
The Placing
Settlement of transactions in the Placing Shares (ISIN: GB0009390070) will
take place within the system administered by Euroclear UK & International
Limited ("CREST"). Settlement will be on a delivery versus payment basis.
However, 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 Joint Global Co-ordinators may agree that the Placing Shares
should be issued in certificated form.
The Joint Global Co-ordinators reserve the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract
note or trade confirmation stating the number of Placing Shares to be
allocated to it. Each such Placee agrees that it will do all things necessary
to ensure that delivery and payment is completed in accordance with the
standing CREST or certificated settlement instructions as set out in the
contract note or trade confirmation.
General provisions
It is expected that settlement will be on 26 June 2023 in accordance with the
instructions given to the Joint Global Co-ordinators unless otherwise notified
by the Joint Global Co-ordinators.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Company may without limiting any other rights it may have,
and subject to the provisions of the Placing Agreement, sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/confirmation is
forwarded immediately to the relevant person within that organisation. Insofar
as Placing Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to United Kingdom stamp duty
or United Kingdom stamp duty reserve tax. Placees will not be entitled to
receive any fee or commission in connection with the Placing from the Company
or the Joint Global Co-ordinators.
Representations and Warranties
By submitting a bid and/or participating in the Placing each Placee (and any
person acting on such Placee's behalf) irrevocably represents, warrants,
undertakes, acknowledges, confirms and agrees with the Company and each of the
Joint Global Co-ordinators, in each case as a fundamental term of its
participation, that:
1. it has read and understood this Announcement in its entirety and that
its acquisition of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained in this Announcement and not
in reliance on any information, representation, warranties or statements other
than those contained in the Announcement;
2. none of the Joint Global Co-ordinators nor the Company nor any of their
respective affiliates, agents, directors, officers, consultants or employees
or any person acting on behalf of any of them has provided, nor will they
provide, it with any material regarding the Placing Shares or the Company or
any other person other than the information contained in this Announcement;
nor has it requested any of the Joint Global Co-ordinators or the Company, any
of their affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
3. the exercise by the Joint Global Co-ordinators of any right of
termination or any right of waiver exercisable by the Joint Global
Co-ordinators contained in the Placing Agreement including, without
limitation, the right to terminate the Placing Agreement and/or to enter into
or refrain from entering into the Terms of Sale, is within the absolute
discretion of the Joint Global Co-ordinators and the Joint Global
Co-ordinators will not have any liability to any Placee whatsoever in
connection with any decision to exercise or not exercise any such rights;
4. if (i) any of the conditions in the Placing Agreement are not satisfied
(or, where relevant, waived), or (ii) the Placing Agreement is terminated, or
(iii) the Terms of Sale is not executed by the Joint Global Co-ordinators and
the Company, or (iv) the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will lapse and its rights (save as
to return of funds) and obligations hereunder shall cease and determine at
such time and no claim shall be made by any Placee in respect thereof;
5. no offering document or prospectus has been, or will be, prepared in
connection with the Placing and represents and warrants that it has not
received a prospectus or other offering document in connection therewith;
6. the Ordinary Shares are (and the Placing Shares will be) admitted to
trading on AIM, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
of AIM and applicable legislation, and that it is able to obtain or access
such information without undue difficulty, and is able to obtain access to
such information or comparable information concerning any other publicly
traded company, without undue difficulty;
7. that it is not a national or resident of Canada, Australia, New
Zealand, the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, New Zealand,
the Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Canada, Australia,
New Zealand, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance, the New Zealand
Financial Markets Authority or the South African Reserve Bank and that the
Placing Shares are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in or into Canada,
Australia, New Zealand, the Republic South Africa or Japan;
8. 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,
nor approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the United States or any other US regulatory
authority;
9. it will not distribute, forward, transfer or otherwise transmit this
Announcement or Appendix, 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;
10. unless it has signed a US investor letter in a form satisfactory to the
Company and the relevant Joint Global Co-ordinator, it is outside of the
United States and is acquiring the Placing Shares in an offshore transaction
for its own account or for the account of a person outside of the United
States or it is a dealer or other professional fiduciary in the United States
acquiring Placing Shares in reliance upon Regulation S under the Securities
Act acting on a discretionary basis for the benefit of a person (other than an
estate or trust) outside of the United States (all such terms as defined in
Regulation S);
11. the content of this Announcement is exclusively the responsibility of
the Company and that neither of the Joint Global Co-ordinators nor any of
their respective affiliates, agents, directors, officers, consultants or
employees nor any person acting on their behalf has or shall have any
liability, in contract, tort or otherwise for any information, representation
or statement contained in this Announcement or any information previously
published by or on behalf of the Company 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 otherwise. Each
Placee further represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this Announcement
and any information previously or contemporaneously published by the Company
by notification to a Regulatory Information Service, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by either
of the Joint Global Co-ordinators or the Company and neither of the Joint
Global Co-ordinators nor the Company will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing;
12. neither it, nor the person specified by it for registration as a holder
of Placing Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96
of the UK Finance Act 1986 (depositary receipts and clearance services) and
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer Placing Shares into a
clearance service;
13. it has complied with its obligations under the Criminal Justice Act 1993
(the "CJA"), the Market Abuse Regulation (Regulation (EU) No. 596/2014) ("EU
MAR"), the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR")
and in connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006, the Money Laundering and Terrorist Financing (Amendment) Regulations
2019, 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 the Money Laundering Sourcebook of the
FCA 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. that in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(2) of the EU Prospectus
Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable),
(i) the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the EEA which has implemented the EU
Prospectus Regulation other than Qualified Investors, or in the United Kingdom
to qualified investors within the meaning of the UK Prospectus Regulation, or
in circumstances in which the prior consent of the Joint Global Co-ordinators
have been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA or the
United Kingdom other than EEA Qualified Investors or UK Qualified Investors
(as applicable), the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable)
as having been made to such persons;
15. it has not offered or sold and, prior to the expiry of a period of 6
months from Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the Financial Services
and Markets Act 2000 ("FSMA");
16. 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 FSMA) relating to
the Placing in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
17. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing from or
otherwise involving, the United Kingdom companies, securities and financial
and intermediary services laws and regulations;
18. that it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person; (ii) it exercises sole investment discretion as
to each such person's account; and (iii) it is and will remain liable to the
Joint Global Co-ordinators 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);
19. if in the UK or the European Economic Area, it is a Relevant Person (as
defined above);
20. it and any person acting on its behalf is entitled to subscribe for and
purchase the Placing Shares under the laws of all relevant jurisdictions which
would apply to it, and that it and any person acting on its behalf is in
compliance with applicable laws in the jurisdiction of its residence, the
residence of the Company, or otherwise (including all relevant provisions of
EU MAR, UK MAR, FSMA and the Financial Services Act 2012 in respect of
anything done in, from or otherwise involving the United Kingdom);
21. it (and any person acting on its behalf) will make or procure payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein or as directed by the relevant Joint
Global Co-ordinator, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the applicable Joint Global Co-ordinator may
in its discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Offer Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty, stamp duty
reserve tax or other similar taxes (together with any interest or penalties)
which may arise upon the sale of such Placee's Placing Shares;
22. its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that 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;
23. neither of the Joint Global Co-ordinators, nor any of their respective
affiliates, nor any person acting on behalf of the Joint Global Co-ordinators,
is making any recommendations to it, advising it or providing intermediary
services regarding the suitability 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 any Joint Global Co-ordinator
and that the Joint Global Co-ordinators (who are acting for the Company and no
other person in connection with the Placing) have no duties or
responsibilities to it for providing the protections afforded to their clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
24. 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. None of the
Joint Global Co-ordinators nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Global Co-ordinators in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock account of the
Joint Global Co-ordinators who will hold them as nominee on behalf of such
Placee, in accordance with the provisions for registrations and settlement set
out in this Announcement;
25. these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of 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
Company or the Joint Global Co-ordinators 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;
26. the Company and the Joint Global Co-ordinators and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to the Joint Global Co-ordinators on their own behalf and on behalf of the
Company and are irrevocable;
27. it shall indemnify on an after-tax basis and hold the Company and the
Joint Global Co-ordinators and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
28. its commitment to subscribe for Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in future be made
to the terms 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 conduct of the Placing. The foregoing representations, warranties
and confirmations are given for the benefit of the Company and the Joint
Global Co-ordinators. The agreement to settle a Placee's subscription (and/or
the subscription of a person for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to the subscription by it and/or such person direct from the
Company for the Placing Shares in question. In respect of the Placing, such
agreement assumes, and is based on a warranty from each Placee, that neither
it, nor the person specified by it for registration as holder of Placing
Shares is, or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK
Finance Act 1986 (depositary receipts and clearance services). If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing, stamp duty, stamp duty reserve tax or securities transfer tax may be
payable. In that event the Placee agrees that it shall be responsible for such
stamp duty, stamp duty reserve tax or securities transfer tax, and neither the
Company nor the Joint Global Co-ordinators shall be responsible for such stamp
duty, stamp duty reserve tax or securities transfer tax. If this is the case,
each Placee should seek its own advice and notify the Joint Global
Co-ordinators accordingly;
29. unless paragraph 30 below applies, it has neither received nor relied on
any inside information (for the purpose of and section 56 of the CJA) in
relation to its participation in the Placing;
30. if it has received any inside information (for the purposes of EU MAR,
UK MAR (as applicable) and section 56 of the CJA) in relation to the Company
and its securities, it confirms that it has received such information within
the marketing soundings regime provided for in article 11 of EU MAR or UK MAR
(as applicable) and associated delegated regulations and it has not: (i) dealt
(or attempted to deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of the
Company; or (iii) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
31. the Company may be a passive foreign investment company ("PFIC") for US
federal income tax purposes, and it could be a PFIC in future years and
acknowledges that if the Company is a PFIC, then US taxable investors may be
subject to adverse US tax consequences in respect of their investment in the
Placing Shares, whether or not they are resident in the United States;
32. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix and this Announcement of which it forms part; and (c) to receive
on its behalf any investment letter relating to the Placing in the form
provided to it by the Joint Global Co-ordinators, provided that where the
Placee is acting in its capacity as a discretionary investment manager on
behalf of its underlying clients (who include individuals and/or retail
clients), then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of this Announcement and not the
underlying client and, for the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee itself and
not their underlying client;
33. if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
34. the Placing Shares will be allotted and issued subject to the terms and
conditions of this Appendix;
35. no action has been or will be taken by any of the Company, the Joint
Global Co-ordinators or any person acting on behalf of the Company or the
Joint Global Co-ordinators that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where any such
action for that purpose is required; and
36. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and are able
to sustain a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its associates taken
as a whole, and the terms of the Placing, including the merits and risks
involved.
DEFINITIONS
Accordion Option Notice the accordion option notice related to the Facility Agreement (as defined
below);
Acquisition the proposed acquisition of Murat Ticaret, a leading manufacturer of complex
wire harnesses for the off-highway sector;
Admission admission of the New Ordinary Shares to trading on AIM becoming effective
(pursuant to Rule 6 of the AIM Rules);
AIM AIM, a market operated by London Stock Exchange;
AIM Rules the provisions of the AIM Rules for Companies and, as applicable, the AIM
Rules for Nominated Advisers, each published by the London Stock Exchange (as
amended or reissued from time to time);
Announcement this announcement (including the Appendix);
Bookbuild the bookbuilding process to be commenced by the Joint Global Co-ordinators to
use reasonable endeavours to procure Placees for the Placing Shares, as
described in this Announcement and subject to the terms and conditions set out
in this Announcement and the Placing Agreement;
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;
EBITDA earnings before interest, tax, depreciation and amortisation;
Enlarged Group the Group, as enlarged by the Acquisition;
EU Prospectus Regulation the Prospectus Regulation (EU) 2017/1129 as supplemented by Commission
Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU)
2019/979;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
Directors or Board the directors of the Company;
Facility Agreement the multicurrency revolving credit facility agreement made between the Company
and, inter alia, HSBC UK Bank plc, Citibank, N.A., London Branch, Barclays
Bank plc, Fifth Third Bank and Unicredit SpA, London Branch and HSBC Bank plc
as amended and restated pursuant to an amendment and restatement deed dated 11
February 2022;
FCA the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000, as amended;
Fundraising together, the Placing and the REX Retail Offer;
Group the Company and its subsidiaries and subsidiary undertakings;
HSBC HSBC Bank plc;
Joint Global Co-ordinators together, HSBC and Peel Hunt;
London Stock Exchange London Stock Exchange plc;
MAR the UK version of EU Regulation 569/2014 which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018;
Newco Project Wind (Jersey) Limited;
New Ordinary Shares together, the Placing Shares and the REX Retail Offer Shares;
Offer Price 275 pence;
Ordinary Shares ordinary shares of 25 pence each in the capital of the Company;
Peel Hunt Peel Hunt LLP;
Placee any person (including individuals, funds or otherwise) by whom or on whose
behalf a commitment to acquire Placing Shares has been given;
Placing the proposed placing of Placing Shares on the terms and subject to the
conditions of this Announcement and the Placing Agreement;
Placing Agreement the conditional placing agreement entered into between the Company and the
Joint Global Co-ordinators on the date of this Announcement;
Placing Shares the Ordinary Shares to be offered and sold pursuant to the Placing;
REX Platform the Peel Hunt Retail Capital Markets "REX" platform, a proprietary platform
owned and operated by Peel Hunt;
REX Retail Offer the offer of REX Retail Offer Shares to be made through the REX Platform;
QIB a qualified institutional buyer as defined in Rule 144A of the Securities Act;
Regulation S Regulation S promulgated under the Securities Act;
REX Retail Offer Shares the Ordinary Shares to be offered pursuant to the REX Retail Offer;
Securities Act the US Securities Act of 1933, as amended;
Sellers the sellers of Murat Ticaret;
subsidiary has the meaning given in the Companies Act 2006, as amended;
subsidiary undertaking has the meaning given in the Companies Act 2006, as amended;
Terms of Sale the terms of sale to be entered into between the Company and the Joint Global
Co-ordinators in relation to the Placing;
UK Prospectus Regulation the EU Prospectus Regulation as amended and transposed into the laws of the
United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the
European Withdrawal Agreement (Act) 2020 (as amended);
Murat Ticaret Murat TicaretKablo Sanayi A.Ş
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