REG - W.H. Ireland Group - Trading Update & Proposed Placing
28/07/2023 07:00
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RNS Number : 4878H W.H. Ireland Group PLC 28 July 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE
APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF WH IRELAND GROUP PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
28 July 2023
WH Ireland Group plc
("WH Ireland", the "Company" or the "Group") (AIM: WHI)
Trading Update and Proposed Placing to raise approximately £5.0 million
The Company announces it is carrying out a conditional placing to raise
approximately £5.0 million, before expenses, by way of the issue of new
ordinary shares in the capital of the Company (the "Placing") to certain
existing shareholders and other investors at a price of 3 pence per share (the
"Placing Price").
The Placing Price represents a discount of approximately 86.67 per cent. to
the Closing Price of 22.5 pence per Ordinary Share on 27 July 2023, being the
latest practicable business day prior to the publication of this Announcement.
As the Placing Price is lower than the current nominal value of the Ordinary
Shares, the Company is also proposing to carry out the Share Sub-division.
Background to and Reasons for the Placing
In the three-month period ended 30 June 2023, the Company made a pre-tax loss
of £1.1m (on a statutory basis, unaudited) on revenues of c.£5.6m
(unaudited). The loss in the period is as a result of the widely reported
multi-year low level of transactional activity in the financial capital
markets that has impacted the Group's Capital Markets division ("CM"),
alongside a reduction in assets under management ("AUM") for the Group's
Wealth Management division ("WM"), in part due to weaker market conditions
impacting client portfolio size.
With market conditions remaining challenging, including transactional activity
in the CM division being typically at seasonally lower levels during the
summer months, the Directors do not believe that there will be an improvement
in CM transactional activity during the current quarter nor do the Directors
believe there will be an uplift in AUM within the WM division over the same
period. The Directors therefore believe the Group will remain loss making
until at least November 2023.
In recent weeks, on the basis of the adverse current and forecast trading and
resultant losses, the Company has been in discussion with the FCA (including
in respect of the Group's relevant net asset and regulatory capital positions)
in order to ensure that, in the absence of the injection of further capital
pursuant to the Placing, the Company could deliver a solvent wind down for the
Group, if required, in line with the Company's solvent wind down plan
("SWDP"). A solvent wind down plan is a plan drawn up in accordance with
regulatory requirements in order to facilitate an orderly wind down of a
regulated firm, as further described below. The current regulatory capital
position of the Group (as at 30 June 2023) is a c.£1.9m shortfall below the
current FCA regulatory capital requirement. On the basis of the adverse
current and forecast trading and resultant losses, without further funding
pursuant to the Placing, the SWDP would be required to be implemented on 31
July 2023. The Company is also in discussions with the FCA with regard to
agreeing certain voluntary restrictions, such as not paying dividends, for a
period of time.
In order to reduce costs, the Company will commence a collective consultation
regarding headcount reduction. In addition, it is proposed that certain senior
management team members would sacrifice a proportion of their salary in
consideration of being awarded with options to subscribe, at nil cost, for
such number of New Ordinary Shares at the Placing Price, as is equal to the
amount of salary sacrificed. This programme is anticipated to reduce annual
costs by in the range of £3.75m to £4m. The full extent of the savings is
anticipated to be realised during the course of calendar year Q4 2023.
The Directors believe that the combination of the Placing and the cost
reduction exercise gives the Group an improved chance of returning to a
break-even position and securing the future of the Group instead of
implementing the SWDP. Accordingly, the Placing is being undertaken in order
to provide working capital, secure the current regulatory capital position and
achieve a more stable financial position for the Group against the current
market backdrop. Prior to the Placing, the Board had actively explored asset
sales. The Directors will assess the benefit of asset sales to Shareholders
should any future market opportunities arise.
Given the financial position of the Group and the timeframe within which funds
need to be raised (including for regulatory reasons), the Placing Shares are
to be issued at a deep discount to the Closing Price on 27 July 2023.
Detailed Financial Position
As at 30 June 2023, the Company had cash of £3.7m (on a statutory basis,
unaudited), Assets Under Management in WM were £1.34bn, Group Assets Under
Management were £1.95bn.
Reasons for the Placing and use of proceeds
The Directors consider that, in light of the financial position of the Company
set out above and given the challenging current market conditions (as well as
the macro-economic pressures which continue to impact investment activity both
in the UK and globally, across all sectors in which the Group operates), it is
necessary urgently to boost the Company's capital position through the
Placing. Accordingly, the Company intends to use the net proceeds raised from
the Placing for FCA regulatory capital requirements; to fund the costs
associated with the Group's cost cutting exercise; for the provision of
certain discretionary bonuses for retention purposes in the WM division from
the prior financial year; and for working capital purposes.
As set out above, if the Company is unable to raise the funds in the Placing,
it will be required to implement its SWDP. A solvent wind down is a plan drawn
up in accordance with regulatory requirements in order to ensure a regulated
firm has sufficient financial and other resources necessary to facilitate an
orderly wind-down. The Company is required to maintain such a plan by the FCA
in order to mitigate the risk of negative effects on consumers and market
participants in the event that it is unviable to continue to carry on its
undertaking. The Company's SWDP envisages a wind down process of up to 9
months during which time the management would, if the SWDP were to be
implemented, facilitate the orderly transfer of all of the Company's clients
to new advisers.
Major Shareholder Support
Pursuant to the Placing, TFG Asset Management UK, the Company's largest
shareholder, has indicated (on behalf of the Polygon Funds) that Polygon Funds
intend to participate in the Placing up to a maximum of £2.5 million and a
minimum of £2 million. TFG Asset Management UK is currently interested in
28.5 per cent. of the Company's issued share capital (including 1,310,278
Ordinary Shares by way of contracts for differences) and, accordingly,
assuming such participation in, and following completion of, the Placing, TFG
Asset Management UK would be interested (for the purpose of the City Code) in
New Ordinary Shares carrying 30 per cent. or more of the Company's voting
share capital, which would ordinarily result in TFG Asset Management UK having
to make a mandatory offer under Rule 9 of the City Code.
However, the Panel has agreed to waive the obligation on TFG Asset Management
UK (or any person acting in concert with it) to make a mandatory cash offer
under Rule 9 of the City Code that would otherwise arise as a result of its
participation in the Placing (the "Rule 9 Waiver"), subject to the approval of
such waiver by independent shareholders on a poll.
In the event that the Resolution to approve the Rule 9 Waiver is approved,
and on the assumption that the Placing is completed and that TFG Asset
Management UK subscribed for the maximum amount cited above, and that no
person exercises any options or other rights to subscribe for Ordinary Shares
or New Ordinary Shares, as at Admission, the maximum aggregate interest of TFG
Asset Management UK (and any persons acting in concert with it) in shares
which carry voting rights in the Company (for the purpose of the City Code)
would be 43.18 per cent.
As the Placing Price is lower than the current nominal value of the Ordinary
Shares, the Company is also proposing to carry out the Share Sub-division.
The Placing is subject to shareholder approval (amongst other things):
· to grant the necessary authorities to issue the Placing Shares;
· to effect the Share Sub-division; and
· of the Rule 9 Waiver, on a poll vote of independent shareholders in
accordance with the City Code.
Shareholders which together hold, or are able to control the voting in respect
of, Ordinary Shares representing approximately (i) 37.84 per cent. of the
Ordinary Shares expected to be entitled to vote on the Resolution, have
irrevocably undertaken to vote in favour of the Resolution to approve the Rule
9 Waiver; and (ii) 63.05 per cent. of the Existing Ordinary Shares, have
irrevocably undertaken to vote in favour of the other Resolutions.
In addition, the Company has received letters of intent which together hold,
or are able to control the voting in respect of, Ordinary Shares representing
approximately (i) 20.54 per cent. of the Ordinary Shares expected to be
entitled to vote on the Resolution, to vote in favour of the Resolution to
approve the Rule 9 Waiver; and (ii) 15.25 per cent. of the Existing Ordinary
Shares, to vote in favour of the other Resolutions.
W H Ireland Limited is acting as sole bookrunner and broker in relation to the
Placing (the "Broker") and a placing agreement has been entered into today
between the Company and the Broker in connection with the Placing (the
"Placing Agreement"). Canaccord Genuity Limited is acting as nominated adviser
to the Company, and also Rule 3 adviser in respect of the Rule 9 Waiver.
The Placing is to be conducted by way of an accelerated bookbuild process
which will commence immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix III to this
Announcement.
A further announcement confirming the closing of the Bookbuild and the number
of Placing Shares proposed to be issued pursuant to the Placing is expected to
be made in due course.
Placing Details
· Placing of New Ordinary Shares to raise approximately £5.0 million
(before expenses).
· Placing to be conducted via an accelerated bookbuild process
launching today.
· The Placing is conditional upon the passing of the Resolutions,
including the approval of the Rule 9 Waiver by independent shareholders.
· Irrevocable undertakings and letters of intent to vote in favour of
the Resolutions received in respect of 58.37 per cent. of the Ordinary Shares
expected to be entitled to vote on the Resolution to approve the Rule 9 Waiver
and 78.30 per cent. of the Existing Ordinary Shares in respect of the other
Resolutions.
· The net proceeds raised from the issue of the Placing Shares will
be used for the purposes set out in the Background to and Reasons for the
Placing paragraph above.
· The Placing Shares, assuming full take-up and completion of the
Placing, will represent approximately 70.63 per cent. of the Enlarged Share
Capital, including the issue of Fee Shares (as defined below).
The Placing
W H Ireland Limited (the "Broker"), is acting as sole bookrunner and broker in
connection with the Placing. The Placing Shares are being offered by way of an
accelerated bookbuild (the "Bookbuild"), which will be launched immediately
following this Announcement, in accordance with the terms and conditions set
out in Appendix III to this Announcement.
The issue of the Placing Shares is conditional, inter alia, upon:
· the passing of the Resolutions;
· the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;
· the Company having fully performed its obligations under the
Placing Agreement (to the extent that such obligations fall to be performed
prior to Admission); and
· the Placing Agreement having become unconditional and not having
been terminated by the Broker in accordance with its terms.
Subject to satisfaction of the relevant conditions, it is expected that
Admission will become effective and dealing in the Placing Shares will
commence, at 8.00 a.m. (London time) on or around 15 August 2023.
The Broker has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, including (but not limited to): in the event
that any of the warranties set out in the Placing Agreement are not true and
accurate when given or the Company fails to comply with any of its obligations
prior to Admission. The Broker may also terminate the Placing Agreement if
there has been a material adverse change in there has been a material adverse
change in national or international financial, political, economic, monetary
or stock market conditions (primary or secondary) or an imposition of or
compliance with any law or governmental or regulatory order, rule, regulation,
restriction or direction which, in the opinion of a Broker, makes it
impractical or inadvisable to proceed with the Placing or Admission. If this
termination right is exercised or if the conditionality in the Placing
Agreement is not satisfied, the Placing will not proceed.
In addition, if the Placing is successful, the Company has agreed to issue
Harry Ansell 4,166,666 New Ordinary Shares in lieu of advisory fees to the
Company ("Fee Shares").
The timing of the closure of the Bookbuild, the number of Placing Shares and
the allocation of the Placing Shares between Placees is to be determined at
the discretion of the Company and the Broker.
A further announcement will be made following the closure of the Bookbuild,
confirming the results of the Placing and a circular convening the General
Meeting to consider the Resolutions is expected to be despatched shortly.
The expected timetable of principal events in connection with the Placing is
set out in Appendix I to this Announcement.
Intentions of Non-Executive Directors
As the Company moves forward following its recapitalisation, the current
independent Non-Executive Directors, Simon Lough, Helen Sinclair and Thomas
Wood, believe that this is an appropriate time for them to consider stepping
down, thereby allowing the appointment of new Non-Executive Directors to
develop an appropriate fresh strategy for the Company. They are fully
committed to working with the Company to affect an orderly transition and
handover in the coming months to a new team of independent Non-Executive
Directors, yet to be identified. The dates that the current Non-Executive
Directors will cease to be Directors will be confirmed in due course.
The Directors are mindful of the associated corporate governance and
regulatory requirements for the Company in the selection of appropriate
candidates and maintaining an appropriate balance and composition to the
Board.
For further information, please contact:
WH Ireland Group plc
Phillip Wale, Chief Executive Officer
www.whirelandplc.com (http://www.whirelandplc.com)
T: +44 (0)20 7 220 1666
WH Ireland Limited (as Broker to the Placing)
Harry Ansell/Dan Bristowe/Katy Mitchell
T: +44 (0)20 7 220 1666
Canaccord Genuity Limited (Nominated Adviser and Joint Broker to the Company)
Emma Gabriel/Harry Rees
www.canaccordgenuity.com (http://www.canaccordgenuity.com)
T: +44 (0)20 7523 8000
MHP Communications
Reg Hoare / Charles Hirst
whireland@mhpgroup.com (mailto:whireland@mhpgroup.com)
T: +44 (0) 20 3128 8793
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Broker nor Canaccord Genuity nor any of their respective associates,
directors, officers or advisers shall be obliged to update such statements.
Comparisons of results for current and any prior periods are not intended to
express any future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical data.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser
exclusively for the Company and no one else in connection with the contents of
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the contents of
this Announcement nor will it be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on Canaccord
Genuity by the Financial Services and Markets Act 2000, as amended ("FSMA") or
the regulatory regime established thereunder, Canaccord Genuity accepts no
responsibility whatsoever, and makes no representation or warranty, express or
implied, as to the contents of this Announcement including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement, whether as
to the past or the future. Canaccord Genuity accordingly disclaims all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the contents
of this Announcement or any such statement. The responsibilities of Canaccord
Genuity as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to acquire shares
in the capital of the Company in reliance on any part of this Announcement, or
otherwise.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting as Broker exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on WH Ireland by FSMA or the regulatory regime established
thereunder, WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. WH Ireland
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
The Placing Shares have not been and will not be registered under 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, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, 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. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or sold in
the United States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or to, or for the account or benefit of, any national, resident
or citizen of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made in the United States.
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, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares; and
the Placing Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of Canada, Australia, 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 Canada, Australia, Japan, New Zealand or
the Republic of South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national, resident or
citizen of Australia, Japan, New Zealand or the Republic of South Africa or to
any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation, or the Prospectus
Regulation (as it forms part of domestic UK law pursuant to the EUWA, (as the
case may be) from the requirement to produce a prospectus. This Announcement
is being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. The
price of securities and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent financial
adviser.
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. This Announcement and the terms
and conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in Member States who are
Qualified Investors; and (b) in the United Kingdom, Qualified Investors who
are persons 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 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 relates is available only to relevant
persons and will be engaged in only with relevant persons.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Broker or by any of its 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 or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX I
Expected Timetable of Principal Events
2023
Announcement of the Placing 28 July
Announcement of the results of the Placing 28 July
General Meeting on or around 14 August
Admission and commencement of dealing in Placing Shares at 8.00 a.m. on or around 15 August*
CREST accounts credited in respect of Placing Shares in uncertificated form at 8.00 a.m. on or around 15 August*
Despatch of definitive share certificates in respect of Placing Shares to be within 14 days of Admission*
issued in certificated form
*conditional on the passing of the Resolutions at the General Meeting
Each of the times and dates set out in the above timetable and mentioned in
this Announcement are subject to change by the Company, in which event details
of the new times and dates will be notified to Placees by the Broker or by an
announcement through a Regulatory Information Service, as the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission'' admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM'' the market of that name operated by the London Stock Exchange
"AIM Rules'' the AIM Rules for Companies (including the guidance notes) published by the
London Stock Exchange from time to time
"Announcement" this announcement (including the Appendices which form part of this
announcement)
"Articles" the articles of association of the Company (as adopted and in force from time
to time, including pursuant to the Resolutions)
"Bookbuild" the accelerated bookbuild to be conducted by the Broker pursuant to the
Placing Agreement and this Announcement
"Broker" WH Ireland Limited
"Canaccord Genuity" Canaccord Genuity Limited, nominated adviser and joint broker to the Company
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market price of an Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official List of the London Stock Exchange
"Company" or "WH Ireland" WH Ireland Group plc
"CREST" or "CREST system" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof
"EEA" the European Economic Area, comprising the European Union, Iceland,
Liechtenstein and Norway and "Member State" shall be construed accordingly
"Enlarged Share Capital" the New Ordinary Shares which shall be in issue immediately following
Admission
"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST
"EUWA" the European Union (Withdrawal) Act 2018, as amended
"Existing Ordinary Shares" the 65,152,876 Ordinary Shares in issue at the date of this Announcement
"General Meeting" the general meeting of the Company proposed to be convened for on or around 14
August 2023 (or any adjournment thereof) at which the Resolutions are to be
proposed
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000, as amended
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 September 2023
"MAR" or the "Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law
pursuant to the EUWA
"New Deferred Shares" the new deferred shares of 4 pence each in the capital of the Company to be
created pursuant to the Share Sub-division
"New Ordinary Shares" ordinary shares of 1 pence each in the capital of the Company, following the
Share Sub-division
"Notice" the notice of General Meeting to be sent to Shareholders proposing the
Resolutions
"Ordinary Shares" ordinary shares of 5 pence each in the capital of the Company
"Panel" the Panel on Takeovers and Mergers
"Placee" or "Placees" any person or persons subscribing for Placing Shares pursuant to the Placing
(including TFG Asset Management UK)
"Placing" the conditional placing of the Placing Shares by the Broker on behalf of the
Company at the Placing Price pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 27 July 2023 between the Company and the Broker relating
to the Placing
"Placing Price" 3 pence per Placing Share
"Placing Shares" the New Ordinary Shares to be issued pursuant to the Placing, the number of
which will be announced by the Company on completion of the Bookbuild
"Polygon Funds" Polygon European Equity Opportunity Master Fund and accounts managed by TFG
Asset Management UK
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June
2017 and any relevant implementing measures in any Member State of the
European Economic Area
"Publicly Available Information" any information announced through a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement
"Qualified Investors" (a) in respect of persons in any Member State of the European Economic Area,
persons who are qualified investors (within the meaning of article 2(e) of the
Prospectus Regulation; or (b) in respect of persons in the UK, persons who are
qualified investors (within the meaning of article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law pursuant to the EUWA, as the
case may be
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information
"Resolutions" the resolutions to be proposed at the General Meeting and set out in the
Notice, which shall include the resolutions required to effect the Share
Sub-division, grant the Directors authority to issue the Placing Shares and to
approve (on a poll vote of independent shareholders) the Rule 9 Waiver
"Rule 9 Waiver" the conditional waiver of the Panel, subject to the requisite shareholder
approval, in respect of the obligation of TFG Asset Management UK (or any
person acting in concert with it) under Rule 9 of the City Code to make a
mandatory cash offer for the Ordinary Shares not already owned by it that
would otherwise arise as a result of its participation in the Placing
"Securities Act" the United States Securities Act of 1933, as amended
"Share Sub-division" the proposed sub-division of each issued Ordinary Share into 1 New Ordinary
Share and 1 New Deferred Share pursuant to the Resolutions
"Shareholders" the holders of Ordinary Shares (as the context requires) at the relevant time
"TFG Asset Management UK" TFG Asset Management UK LLP (formerly Polygon Global Partners LLP), in its
capacity as discretionary investment manager, acting on behalf of the Polygon
Funds
"uncertificated" or "in uncertificated form" recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or ''UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction
"US Person" has the meaning set out in Regulation S of the Securities Act
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKER,
QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "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 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT
HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN
SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO
ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 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 IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE
OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND
THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
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 or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of the
United States, Australia, Canada, Japan, New Zealand, or 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 the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of investors who meet the criteria of professional
clients and eligible counterparties, each defined in the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all distribution channels as are permitted by the UK Product Governance Rules
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the
Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of: (a) investors who meet the criteria of professional clients and (b)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU 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;
such securities offer no guaranteed income and no capital protection; and an
investment in such securities 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Broker
will only procure investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
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.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Broker and the Company to be bound
by these terms and conditions. A Placee shall, without limitation, become so
bound if the Broker confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing Agreement, under which
the Broker has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Placing is not being underwritten by
the Broker or any other person.
The number of the Placing Shares will be determined following completion of
the Bookbuild. The timing of the closing of the Bookbuild and the number and
allocation of Placing Shares, are at the discretion of the Broker, following
consultation with the Company. Allocations will be confirmed orally or by
email by the Broker following the close of the Bookbuild. A further
announcement confirming these details will then be made as soon as practicable
following completion of the Bookbuild.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and rank pari passu in all respects with the existing
New Ordinary Shares at such time, including the right to receive all dividends
and other distributions (if any) declared, made or paid on or in respect of
New Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares. Subject (amongst other things) to the passing
of the Resolutions, it is expected that settlement of any such shares and
Admission will become effective on or around 8.00 a.m. on or around 15 August
2023 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Broker will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Placing Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Broker and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its sole discretion,
determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of,
the Company.
2. Participation in the Placing is only available to persons who are
lawfully able to be, and have been, invited to participate by the Broker.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be determined by
the Broker, in consultation with the Company, following completion of the
Bookbuild. The results of the Placing, including the number of Placing Shares,
will be announced on a Regulatory Information Service following completion of
the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should communicate
their bid by telephone to their usual contact at the Broker. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
subscribe. Bids may be scaled down by the Broker on the basis referred to in
paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Broker.
6. Allocations of the Placing Shares will be determined by the
Broker, following consultation with the Company. Each Placee's allocation will
be confirmed to Placees orally, or by email, by the Broker following the close
of the Bookbuild and a trade confirmation or contract note will be dispatched
as soon as possible thereafter. Oral or emailed confirmation from the Broker
will give rise to an irrevocable, legally binding commitment by that person
(who at that point becomes a Placee), in favour of the Broker and the Company,
under which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with the Broker's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further announcement following the close
of the Bookbuild detailing the results of the Placing and the number of
Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to
accept bids and/or to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion (after consultation with the Company)
and may scale down any bids for this purpose on such basis as it may
determine. The Broker may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Bookbuild will be made on the terms and subject to
the conditions in the Announcement (including this Appendix) and will be
legally binding on the Placee on behalf of which it is made and, except with
the Broker's consent, will not be capable of variation or revocation from the
time at which it is submitted.
10. Except as required by law or regulation, no press release or other
announcement will be made by the Broker or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation pursuant to
the Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
12. All obligations of the Broker under the Placing will be subject to
fulfilment of the conditions referred to below "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of
the FCA, neither the Broker, nor any of its affiliates, agents, directors,
officers or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing. In
particular, neither the Broker, nor any of its respective affiliates, agents,
directors, officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Broker's
conduct of the Placing or of such alternative method of effecting the Placing
as the Broker and the Company may determine.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Broker's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:
1. the passing of the Resolutions;
2. the delivery by the Company to the Broker of certain documents
required under the Placing Agreement;
3. the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;
4. the issue and allotment of the Placing Shares, conditional only
upon Admission;
5. Admission occurring by no later than 8.00 a.m. (London time) on
15 August 2023 or such other date and time as may be agreed between the
Company and the Broker, not being later than 8.00 a.m. (London time) on 29
September 2023 (the "Long Stop Date"); and
6. the Placing Agreement not having been terminated by the Broker in
accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Broker by the respective time or date where specified (or such later time or
date as the Broker may notify to the Company, being not later than the Long
Stop Date); (ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed 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 Broker may, at its discretion and upon such terms as it thinks fit, waive,
or extend the period for (subject to the Long Stop Date), compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia:
1. if any of the warranties given in the Placing Agreement are not
true and accurate when given;
2. the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations in relation to the Placing, in the period prior to Admission;
3. any of the conditions set out in the Placing Agreement are not
fulfilled or (if capable of waiver) waived by the Broker or shall have become
incapable of being fulfilled by the respective time(s) and date(s) (if any)
specified in the Placing Agreement;
4. there has been any development or event which will or is likely
to have a material adverse effect on the condition (financial, operational,
legal or otherwise), prospects, solvency, liquidity, management, results of
operations, financial position, business or general affairs of the Group taken
as a whole, whether or not foreseeable and whether or not arising in the
ordinary course of business; or
5. there has been a material adverse change in national or
international financial, political, economic, monetary or stock market
conditions (primary or secondary) or an imposition of or compliance with any
law or governmental or regulatory order, rule, regulation, restriction or
direction,
which, in the opinion of the Broker, makes it impractical or inadvisable to
proceed with the Placing or Admission.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Broker
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Broker and that the Broker need
not make any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom. No
offering document, admission document or prospectus has been or will be
submitted to be approved by the FCA or the London Stock Exchange in relation
to the Placing, and Placees' commitments will be made solely on the basis of
the information contained in the Announcement (including this Appendix) and
the Publicly Available Information. Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it has not
relied on any other information (other than as stated above), representation,
warranty, or statement made by or on behalf of the Company or the Broker or
any other person and neither the Broker, the Company 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 and, if given or made, such information,
representation, warranty or statement must not be relied upon as having been
authorised by the Broker, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the Company nor
the Broker are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with the Broker, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate amount owed
by such Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by the Broker in
accordance with the standing CREST settlement instructions which they have in
place with the Broker.
Settlement of transactions in the Placing Shares (ISIN: GB0009241885)
following Admission will take place within CREST provided that, subject to
certain exceptions, the Broker reserves the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will take place in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing LIBOR rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Broker may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for the
Broker's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable and shall indemnify the Broker on demand
for any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Broker such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale. Legal
and/or beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither the Broker nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under
the Placing Agreement shall be within the absolute discretion of the Broker
and the Broker need not have any reference to it and shall have no liability
to it whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no rights against
the Broker or the Company, or any of their respective officers, directors,
employees agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Broker nor
any of their respective officers, directors or employees will have any
liability for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation and Article 5(1) of the Prospectus Regulation (as it forms part of
domestic UK law pursuant to the EUWA), (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 European Economic Area which has implemented the Prospectus Regulation
or the UK, respectively, other than Qualified Investors or in circumstances in
which the prior consent of the Broker has 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 UK respectively, other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation or the Prospectus Regulation (as it forms part of
domestic UK law pursuant to the EUWA) (as the case may be) as having been made
to such persons;
6. that neither it nor, as the case may be, its clients expect the
Broker to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that the Broker is not acting for
it or its clients, and that the Broker will not be responsible for providing
the protections afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and that it shall
not be entitled to rely upon any material regarding the Placing Shares or the
Company (if any) that the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in this
Announcement and the Publicly Available Information; nor has it requested any
of the Broker, the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US
Person as defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii) it is not
subscribing for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom;
10. that the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was
not acting on a non-discretionary basis for the account or benefit of a person
located within the United States or any US Person at the time the undertaking
to subscribe for and/or purchase Placing Shares was given and it is not
acquiring Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, New
Zealand, the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Australia, Canada, New Zealand,
the Republic of South Africa or Japan and that it will not (unless an
exemption under the relevant securities laws is applicable) offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing
Shares in Australia, Canada, New Zealand, the Republic of South Africa or
Japan or to or for the benefit of any person resident in Australia, Canada,
New Zealand, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of Canada, that no
prospectus has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission, the Securities Commission of
New Zealand, the Japanese Ministry of Finance or the South African Reserve
Bank and that the Placing Shares are not being offered for sale and may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, New Zealand, the Republic of South Africa,
Japan or any other jurisdiction in which such offer, sale, resale or delivery
would be unlawful;
14. that it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make or
accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it has
fully observed such laws and obtained all governmental and other consents
which may be required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may result in
the Company or the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal requirements
of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable
it to give its commitment to subscribe for and/or purchase the Placing Shares
and to perform its subscription and/or purchase obligations;
18. 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 the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of
Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;
20. that, unless otherwise agreed by the Broker, it is a Qualified
Investor;
21. that, unless otherwise agreed by the Broker, it is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on
its behalf and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to the
protections conferred by the FCA's client money rules. As a consequence, this
money will not be segregated from the Broker's (or its nominee's) money in
accordance with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a general
creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable,
make notification to the Company of the interest in its Ordinary Shares in
accordance with the requirements of Chapter 5 of the Disclosure Guidance and
Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in
all or any of the Placing Shares which it is subscribing for under the Placing
unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker as its agent
for the purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be registered
as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation
or financial product advice and that neither the Broker nor the Company has
considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker 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
Company and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Broker and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the Broker for itself
and on behalf of the Company and will survive completion of the Placing and
Admission;
31. that time shall be of the essence as regards obligations pursuant to
this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or the Broker to provide
any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Broker shall notify it of
such amendments;
34. that (i) it has complied with its obligations under the Criminal
Justice Act 1993 and MAR, (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering and Terrorist Financing
Regulations 2019 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Broker such evidence, if any, as to the identity or location
or legal status of any person which the Broker may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by the Broker on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be subscribed for by it
or at its direction pursuant to the Placing being reduced to such number, or
to nil, as the Broker may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of
the Prospectus Regulation of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an execution
only basis or under specific instructions to purchase the Placing Shares for
the account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions 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 Broker in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its securities have
a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
40. that no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Placing or the
Placing Shares; and
41. that if it has received any confidential price sensitive information
concerning the Company in advance of the publication of this Announcement, it
has not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to such
information being made publicly available.
The Company, the Broker and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Broker for themselves
and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Broker.
The agreement to settle a Placee's subscription and/or purchase (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 a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the Company
and/or the Broker have incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its own advice
and notify the Broker accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be
subject to amendment. The Broker shall notify the Placees and any person
acting on behalf of the Placees of any changes.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Broker or by any of its respective 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 or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
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