REG - WH Smith PLC - Proposed capital raise
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260610:nRSJ6545Ha&default-theme=true
RNS Number : 6545H WH Smith PLC 10 June 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 June 2026
WH SMITH PLC
Proposed capital raise through a placing of new ordinary shares
WH Smith PLC ("WHSmith" or the "Company") today announces its intention to
conduct a capital raise, including through a non-pre-emptive placing, of up to
approximately 26 million new ordinary shares in the Company (the "Capital
Raise") representing approximately 20% of the Company's existing share
capital.
The proposed Capital Raise comprises a non-pre-emptive placing of new ordinary
shares (the "Placing Shares") to both existing shareholders and new
institutional investors (the "Placing"), a subscription by certain directors
and members of management of the Company for new ordinary shares (the
"Subscription Shares") (the "Subscription") and a separate offer made by the
Company of new ordinary shares via the RetailBook platform (the "Retail Offer
Shares") to provide retail investors with an opportunity to acquire Retail
Offer Shares (the "Retail Offer"), in each case at the price per share at
which the Placing Shares are placed (the "Placing Price"). A separate
announcement will be made shortly regarding the Retail Offer and its
associated terms.
The Placing is being conducted through an accelerated bookbuild which will be
launched immediately following release of this Announcement. Barclays Bank PLC
("Barclays"), Goldman Sachs International ("Goldman Sachs") and J.P. Morgan
Securities plc, which conducts its UK investment banking activities as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove") are acting as Joint Global
Coordinators and Joint Bookrunners in connection with the Placing (the
"Banks"). Merril Lynch International ("BofA Securities" or the "Financial
Adviser") is acting as Financial Adviser to the Company in relation to the
Placing.
As part of the Placing, Causeway Capital Management LLC, which manages
accounts that in aggregate represent the Company's largest shareholding, has
stated their intention to participate in the Capital Raise pro-rata to their
eligible accounts' existing shareholding, subject to not increasing their
accounts' aggregate shareholding relative to pre-Capital Raise levels.
WHSmith has separately announced today a trading update (the "Trading
Statement") which should be read in conjunction with this Announcement.
Rationale for the Placing
As set out in the Trading Statement, the Company has experienced a downturn in
trading conditions as a result of the conflict in the Middle East which has
impacted passenger numbers. In addition, the weaker consumer confidence
environment has further impacted spend per passenger.
The Board has carefully considered the appropriate capital structure for the
WHSmith group of companies (the "Group") in light of current trading
conditions, its investment plans and the opportunities available to WHSmith
over the medium term to drive shareholder value creation.
As a result, the Board believes the Capital Raise is in the best interests
of shareholders and that raising equity is a prudent and proactive step which
will strengthen the balance sheet, enable continued execution of the Group's
growth and transformation agenda, provide greater confidence around the
Group's leverage position, and reduce the Group's reliance on debt funding as
it executes its long-term growth strategy.
Accordingly, the Capital Raise is expected to reduce leverage from the current
higher than targeted leverage levels to around 2x by the end of the 2026
financial year.
The Group has consulted with a number of its major shareholders on the
rationale for the Capital Raise prior to this Announcement. Certain directors
of the Company, including the Executive Chair and Group CFO, will be
participating alongside the Placing and intend to contribute approximately
£1.725 million in the Subscription.
Details of the Placing
The Placing will be conducted through an accelerated bookbuild process which
will be launched immediately following release of this Announcement. The
timing of the closing of the bookbuild and allocations are at the discretion
of the Company and the Banks.
Concurrently with the Placing, there will be a separate Retail Offer, to
provide retail investors in the United Kingdom with an opportunity to
participate alongside the Placing. The Retail Offer is not made subject to the
terms and conditions set out in Appendix 1 to this Announcement, and instead a
separate announcement will be made shortly regarding the Retail Offer and its
terms. Members of the public are not entitled to participate in the Placing.
The Retail Offer is conditional on the Placing, but the Placing is not
conditional on the Retail Offer
In addition to the Placing and the Retail Offer, certain directors and members
of management of the Company have agreed to, conditional on the Placing, to
subscribe for the Subscription Shares at the Placing Price. The Subscription
Shares will be subscribed for pursuant to subscription letters entered into
between the relevant persons and the Company, rather than pursuant to the
Terms and Conditions of the Placing.
The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the Banks
as agents for and on behalf of the Company have agreed to use their respective
reasonable endeavours to procure subscribers for the Placing Shares. The
Placing is subject to the terms and conditions set out in Appendix 1 to this
Announcement. The Placing is not conditional upon the Retail Offer or the
Subscription.
The final number of new ordinary shares to be issued pursuant to the Placing,
and the Placing Price will be determined at the close of the bookbuild. The
results of the Capital Raise will be announced as soon as practicable
thereafter. The new ordinary shares issued pursuant to the Capital Raise,
comprising the Placing Shares, the Subscription Shares and the Retail Offer
Shares (together, the "New Ordinary Shares") will, when issued, be credited as
fully paid and will rank pari passu in all respects with the existing ordinary
shares of the Company, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Company has undertaken that, between the date of this Announcement and 180
calendar days after the date of admission of the New Ordinary Shares to
trading on the London Stock Exchange's Main Market for listed securities
("Admission"), it will not, directly or indirectly, issue or allot ordinary
shares, subject to customary exceptions or waiver by the Banks.
The New Ordinary Shares will be admitted to the Equity Shares (Commercial
Companies) category of the Official List of the FCA and an application will be
made to the London Stock Exchange for the New Ordinary Shares to be admitted
to trading on the London Stock Exchange's main market for listed securities.
It is expected that Admission will become effective and dealings in the New
Ordinary Shares will commence at or around 8:00 a.m. on 12 June 2026. The
Capital Raise is conditional, among other things, upon Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.
Appendix 1 to this Announcement (which forms part of the Announcement) sets
out the Terms and Conditions of the Placing. By choosing to participate in the
Placing and by making an oral or written offer to acquire Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making a legally binding offer
subject to the terms and conditions in it, and to be providing the
representations, warranties and acknowledgements contained in Appendix 1.
Leo Quinn, Executive Chair, WHSmith, commented:
"Early in April, we launched a far-reaching self-help programme across
WHSmith. Our goal is to greatly strengthen the Group's operations while
driving more effective implementation of value creation.
"The business has a strong core and operates in attractive markets with ample
scope for profit expansion, particularly in North America. However, we need
much greater capital discipline and a laser focus on returns. In recent
years, the outcomes from certain acquired businesses and contract obligations
have been very disappointing. Our priorities are to build an efficient and
effective foundation for WHSmith and use this to drive a growth strategy
managed for profitability.
"In particular, we are now taking action to sell, exit or renegotiate
loss-making or low-return situations and, where appropriate, we are replacing
directly-run operations with franchises in sub-scale markets. While we make
meaningful progress in these areas, we must continue to invest in our core
business to drive more productivity. Our underlying processes and systems need
upgrading to provide the data for stronger management of risk, working capital
and speed of response. We are hiring the right people to deliver these
changes.
"The impact of these actions will both require investment and result in a
substantial non cash write off; but the returns to be had are clear.
"There is no doubt that current economic uncertainty and its effect on
consumer appetite for spending has created headwinds. In this environment,
sorting legacy issues while investing in the core model requires the financial
flexibility of a stronger balance sheet in lock-step with self-help. This
placing is a prudent and proactive step to accelerate our transformation of
what is, at heart, a good business with some great people and clear
opportunity for profitable growth.
"The consequent reduction in leverage nearer to our stated ambition of
leverage below 2x will enable us to take the right actions at pace and
strengthen the Group's platform for future profit growth, all with the
intention of delivering significant value upside."
Enquiries:
WH Smith PLC
Nicola Hillman Media Relations +44 20 4642 9892
Mark Boyle Investor Relations +44 78 7989 7687
Brunswick
Tim Danaher +44 20 7404 5959
Important notices
This Announcement contains inside information and is issued on behalf of the
Group by Ian Houghton, Company Secretary.
This Announcement is not intended to, and does not constitute, or form part
of, any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities in any jurisdiction.
No action has been taken by the Company, the Banks, the Financial Adviser or
any of their respective affiliates, agents, directors, officers or employees
that would permit an offer of the securities referred to herein or possession
or distribution of this Announcement or any other offering or publicity
material relating to the securities referred to herein in any jurisdiction
where action for that purpose is required.
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 any of the Banks, the Financial Adviser or by any of their
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.
The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Banks, the Financial Adviser or any
of their respective 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 Company, and the Banks to
inform themselves about and to observe any such restrictions.
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 OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, New
Zealand, the Republic of South Africa, Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the securities
referred to herein is being made in any such jurisdiction.
This communication is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any
other jurisdiction of the United States.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and may only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") ("Qualified Investors"); and (b) in
the United Kingdom, persons who are "qualified investors" within the meaning
of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024 (the "POATR") ("UK Qualified Investors") who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2) of the Order; or (iii) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons").
Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, in the EEA, Qualified
Investors, and in the UK, Relevant Persons. Persons distributing this
Announcement must satisfy themselves that is lawful to do so. This
Announcement is for information purposes only and shall not constitute an
offer to sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this restriction
may constitute a violation of the securities laws of such jurisdictions.
Persons needing advice should consult an independent financial adviser.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements.
Without limitation, any statements preceded or followed by or that include the
words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'',
''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'',
"would", "could" or "should", or words or terms of similar substance or the
negative thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those projected or
implied in any forward-looking statements. The important factors that could
cause the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industries. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. In light
of these risks, uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, the Banks and the
Financial Adviser each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the UK Listing Rules, the UK Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules, the rules of the
London Stock Exchange or the FCA.
Any indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
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 disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Banks will only
procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of 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 Placing Shares and
determining appropriate distribution channels.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (each a "Placee") by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions contained in
Appendix 1 to this Announcement and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in the
Appendices to this Announcement.
Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs"),
J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and Merril Lynch
International ("BofA Securities") are each authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the FCA. Each of Barclays, Goldman Sachs, J.P. Morgan
Cazenove and BofA Securities is acting exclusively for the Company and no one
else in connection with the Placing, the content of this Announcement and
other matters described in this Announcement. Barclays, Goldman Sachs, J.P.
Morgan Cazenove and BofA Securities will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and will not be
responsible to anyone (including any Places) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.
In connection with the Placing, each of the Banks and any of their affiliates,
acting as investors for their own account, may take up a portion of the shares
in the Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by the Banks and any of their
affiliates acting in such capacity. In addition, the Banks and any of their
affiliates may enter into financing arrangements (including swaps and
contracts for differences) with investors in connection with which the Banks
and any of their respective affiliates may from time to time acquire, hold or
dispose of shares. The Banks do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so. In addition, in the event that the Banks
acquire Placing Shares in the Placing, they may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as required by
applicable law or regulation, the Banks do not propose to make any public
disclosure in relation to such transactions.
Each of the Banks, the Financial Adviser and their respective affiliates may
have engaged in transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in the
ordinary course of their business with the Company and/or its affiliates for
which they would have received customary fees and commissions. Each of the
Banks, the Financial Adviser and their respective affiliates may provide such
services to the Company and/or its affiliates in the future. Certain of the
Banks, the Financial Adviser or their respective affiliates are lenders and/or
may in the future be, lenders, and in some cases agents or managers for the
lenders, under certain of the Group's credit facilities and other credit
arrangements. The Company may use any net proceeds it receives from the sale
of the Placing Shares to repay financial indebtedness, which may include such
credit facilities and other credit arrangements. In their capacity as lenders,
such lenders may, in the future, seek a reduction of a loan commitment to the
Company or its affiliates, or impose incremental pricing or collateral
requirements with respect to such facilities or credit arrangements, in the
ordinary course of business. In addition, certain of the Banks, the Financial
Adviser or their affiliates that have a lending relationship with the Company
or its affiliates may routinely hedge their credit exposure to the Company
and/or its affiliates consistent with their customary risk management
policies; a typical hedging strategy would include these Banks or their
affiliates hedging such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of short
positions in the Company's securities.
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.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1
TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR")
("UK QUALIFIED INVESTORS"), WHO ARE ALSO (I) PERSONS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS REFERRED TO IN (I), (II) AND (III) ABOVE TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS IN MEMBERS STATES OF THE EEA WHO ARE NOT QUALIFIED
INVESTORS OR PERSONS IN THE UNITED KINGDOM 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 RELATES IS AVAILABLE IN MEMBER STATES OF THE EEA, ONLY TO
QUALIFIED INVESTORS, OR IN THE UNITED KINGDOM, ONLY TO RELEVANT PERSONS, AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN
OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES
ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO
PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE
IN THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings
ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in connection with the
Placing in the United Kingdom, the EEA, the United States, any other
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in the United
States, Australia, Canada, the Republic of South Africa or Japan (each a
"Restricted Territory") or in any jurisdiction in which such publication or
distribution is unlawful. The distribution of this Announcement and the
Placing and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or by Barclays Bank PLC ("Barclays"), Goldman Sachs International
("GS") or J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove", and together with
Barclays and GS, the "Banks") or Merrill Lynch International (the "Financial
Adviser") or any of their respective Affiliates or agents which would permit
an offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the POATR and the Prospectus Rules: Admission to Trading on a Regulated Market
Sourcebook ("PRM") and the Prospectus Regulation (as applicable) from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any State securities commission
or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of the Banks, the Financial Adviser or any of their 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 party or its advisers, and any liability
therefore is expressly disclaimed.
Each of the Banks and the Financial Adviser is acting exclusively for the
Company and no-one else in connection with the Placing and is not, and will
not be, responsible to anyone (including the Placees) other than the Company
for providing the protections afforded to their clients nor for providing
advice in relation to the Placing and/or any other matter referred to in this
Announcement.
None of the Company, the Banks, the Financial Adviser or their respective
Affiliates or agents makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular, each such Placee represents, warrants and acknowledges that:
a) if it is in a member state of the EEA, it is a Qualified Investor, and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
b) if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
c) except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it and any account with
respect to which it exercises sole investment discretion is either (i) outside
the United States subscribing for the Placing Shares in an offshore
transaction as defined in and 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 ("Rule 144A"); and
d) if it is a financial intermediary, as that term is used in Article 5(1)
of the Prospectus Regulation or Regulation 7(4) of the POATR (as applicable),
that it understands the resale and transfer restrictions set out in this
Appendix and that any Placing Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of, nor will they
be subscribed for with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to Qualified
Investors or in the United Kingdom to UK Qualified Investors, or in
circumstances in which the prior consent of the Banks has been given to each
such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix 2.
Bookbuild
Following this Announcement, the Banks will commence an accelerated
bookbuilding process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The book will
open with immediate effect. The Banks and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global coordinators and joint bookrunners in
connection with the Placing. The Banks have entered an agreement with the
Company (the "Placing Agreement") under which, subject to the conditions set
out therein, the Banks will agree to use their respective reasonable
endeavours to procure Placees for the Placing Shares at a price determined
following completion of the Bookbuild and as set out in the Placing Agreement.
The price per Ordinary Share at which the Placing Shares are to be placed (the
"Placing Price") and the final number of Placing Shares will be decided at the
close of the Bookbuild following the execution of the placing terms by the
Company and the Banks (the "Placing Terms"). The timing of the closing of the
book, pricing and allocations are at the discretion of the Company and the
Banks. The allocation of the Placing Shares shall be agreed between the
Company and the Banks. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares (other than treasury shares which are non-voting and
do not qualify for dividends), including the right to receive all dividends
and other distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue The Placing Shares will be issued free of any
encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the
Company for non-cash consideration. J.P. Morgan Cazenove will subscribe for
ordinary shares and redeemable preference shares in WHS Oak Limited
("JerseyCo"), a wholly owned subsidiary of the Company, for an amount
approximately equal to the net proceeds of the Placing. The Company will allot
and issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and redeemable
preference shares in JerseyCo that will be issued to J.P. Morgan Cazenove. In
the event that the Placing does not proceed, J.P. Morgan Cazenove will have an
option to "put", and the Company will have an option to "call", the ordinary
shares in JerseyCo not currently owned by the Company, in each case for
nominal consideration, pursuant to the Option Agreement between the Company,
JerseyCo and J.P. Morgan Cazenove.
Application for admission to trading
The Placing Shares will be admitted to the Equity Shares (Commercial
Companies) category of the Official List of the FCA (the "Official List") and
an application will be made to the London Stock Exchange (the "London Stock
Exchange") for admission of the Placing Shares to trading on its Main Market
for listed securities ("Admission"). It is expected that Admission will become
effective at 8:00 a.m. (London time) on 12 June 2026 (or such later time or
date as may be agreed between the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not jointly, nor
jointly and severally, as agents of the Company. Participation in the Placing
will only be available to persons who may lawfully be, and are, invited to
participate by any of the Banks. Each of the Banks and their respective
Affiliates are entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable
to the Banks by all Placees whose bids are successful. The Placing Price and
the aggregate proceeds to be raised through the Placing will be agreed between
the Banks and the Company following completion of the Bookbuild. Any discount
to the market price of the Ordinary Shares of the Company will be determined
in accordance with the UK Listing Rules. The Placing Price and the number of
Placing Shares will be announced on a Regulatory Information Service following
the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate their
bid by telephone and/or in writing to their usual sales contact at one of the
Banks. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company and the Banks or at prices up to a price
limit specified in its bid. Bids may be scaled down by the Banks on the basis
referred to in paragraph 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole. The acceptance of
the bids shall be at the Company's and the Banks' absolute discretion.
4. The Bookbuild is expected to close no later than 6:00 p.m. (London
time) on 10 June 2026 but may be closed earlier or later, at the discretion of
the Banks and the Company. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and the
Company and will be confirmed to Placees orally and/or in writing by the
relevant Bank following the close of the Bookbuild, and a trade confirmation
or contract note will be dispatched as soon as possible thereafter. Subject to
paragraph 7 below, the relevant Bank's oral or written confirmation to such
Placee will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of such Bank and the
Company, under which such Placee agrees to acquire the number of Placing
Shares allocated to it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association.
6. Subject to paragraphs 2 and 3 above, the Banks will, in effecting the
Placing, agree with the Company the identity of the Placees and the basis of
allocation of the Placing Shares and may scale down any bids for this purpose
on such basis as the Company may determine. The Banks may also,
notwithstanding paragraphs 2 and 3 above and subject to the prior consent of
the Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time. The acceptance of offers shall be at the absolute discretion
of the Banks subject to agreement with the Company. If within a reasonable
time after a request for verification of identity, the Banks have not received
such satisfactory evidence, the Banks may, in their absolute discretion,
terminate the Placee's Placing participation in which case all funds delivered
by the Placee to the Banks will be returned without interest to the account of
the drawee bank or CREST account from which they were originally debited.
7. The allocation of Placing Shares to Placees located in the United
States shall be conditional on the execution by each Placee of an Investor
Representation Letter in the form provided to it by one of the Banks or its
Affiliates.
8. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (or as it may direct)
in cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has agreed to acquire. Each Placees'
obligations will be owed to the relevant Bank. The Company shall, conditional
on Admission, allot such Placing Shares to each Placee following each Placee's
payment to the relevant Bank (or to such person as it may direct) for such
amount.
9. Except as required by law or regulation, no press release or other
announcement will be made by any of the Banks or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks, the
Financial Adviser, the Company nor any of their respective Affiliates nor any
person acting on their behalf shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Banks, nor the Financial Adviser, nor
the Company, nor any of their respective Affiliates nor any person acting on
their behalf shall have any responsibility or liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Bookbuild
or of such alternative method of effecting the Placing as the Banks, their
respective Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (without limitation):
a) the Terms of Subscription having been executed by the Company and the
Banks;
b) the publication by the Company of the results of the Placing via a
Regulatory Information Service (the "Pricing Announcement");
c) the Company having complied with its obligations under the Placing
Agreement or under the terms or conditions of the Placing which fall to be
performed on or prior to Admission save where, in the opinion of the Banks,
acting together and in good faith, such non-compliance is not (singly or in
the aggregate) material in the context of the Placing or Admission;
d) each of the warranties on the part of the Company in the Placing
Agreement being true and accurate and not misleading on the date of the
Placing Agreement, the date of the Pricing Announcement and the date of the
closing of the Placing as though they had been given and made on such dates by
reference to the facts and circumstances then subsisting save where, in the
opinion of the Banks, acting together and in good faith, such non-compliance
is not (singly or in the aggregate) material in the context of the Placing or
Admission;
e) the Company allotting, subject only to Admission, the Placing Shares
in accordance with the Placing Agreement;
f) the Option Agreement and the Subscription and Transfer Agreement
having been duly executed and delivered by the parties thereto and there
having occurred no event of default or breach of the terms thereof and the
Option Agreement and the Subscription and Transfer Agreement remaining in full
force and effect and having become wholly unconditional (save for any
conditions therein relating to Admission); and
g) Admission of the Placing Shares occurring at or before 8:00 a.m.
(London time) on 12 June 2026 (or such later time or date as the Company and
the Banks may agree in writing).
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Banks may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
The Banks may, at their discretion extend the time for the satisfaction of any
conditions or waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in the Placing
Agreement save that the above conditions relating, inter alia, to Admission
taking place, the Company allotting and/or issuing, as applicable, the Placing
Shares and the publication by the Company of the results of the Placing may
not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Banks 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 it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing nor for any
decision it may make as to the satisfaction of any condition or in respect of
the Placing generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.
Termination of the Placing Agreement
The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) there has been a breach by the Company of any
of the warranties or undertakings or covenants contained in the Placing
Agreement, or any statement in the documents published in connection with the
Placing is or has become untrue, inaccurate or misleading, or any matter has
arisen, which would, if such document had been issued at that time, constitute
an inaccuracy or omission from such document or any of them, in each case
which the Banks acting in good faith consider to be material in the context of
the Placing or Admission; (ii) in the opinion of any of the Banks, acting in
good faith, there shall have been a Material Adverse Change, whether or not
foreseeable at the date of the Placing Agreement; (iii) the application for
Admission is withdrawn or refused by the London Stock Exchange; or (iv) there
has occurred a material adverse change in international financial markets, a
suspension or limitation to trading in any securities of the Company or to
trading generally on the New York Stock Exchange, the NASDAQ Global Market or
the London Stock Exchange, a material disruption in commercial banking or
securities settlement or clearance, a material change in taxation, the
imposition of exchange controls, or the declaration of a banking moratorium in
the United States, the United Kingdom or any member of the European Union.
By participating in the Placing, Placees agree that the exercise or
non-exercise by the Banks of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or the relevant Banks or for agreement between the Company and the
Banks (as the case may be) and that neither the Company nor the Banks need
make any reference to, or consultation with, Placees and that neither they nor
any of their respective Affiliates, agents, directors, officers or employees
nor any person acting on its behalf shall have any liability to Placees
whatsoever in connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) or
submitted to the London Stock Exchange in relation to the Placing and no such
prospectus is required (in accordance with the POATR and PRM) to be published
in the United Kingdom or any equivalent document in any jurisdiction.
Placees' commitments will be made solely on the basis of their own assessment
of the Company and publicly available information taken together with the
information contained in this Announcement, and any Exchange Information (as
defined below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and subject to
the further terms set forth in the trade confirmation or contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information) or the Banks or their respective Affiliates or any person acting
on its behalf and none of the Banks nor the Company, nor any of their
respective Affiliates, nor any person acting on its behalf will be liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 180 calendar days after the Closing Date, it will not, without
the prior written consent of the Banks enter into certain transactions
involving or relating to the Ordinary Shares, subject to customary exceptions
(including any action required in accordance with the Placing Agreement, the
Option Agreement or the Subscription and Transfer Agreement, and the issue of
any Ordinary Shares or the grant of any right to acquire Ordinary Shares
pursuant to any existing disclosed employees' share schemes of the Company) or
waiver with the prior written consent of the Banks.
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to waive the undertaking by the Company of a
transaction which would otherwise be subject to the lock-up under the Placing
Agreement shall be within the absolute discretion of the Banks and that they
need not make any reference to, or consultation with, Placees and that they
shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B2PDGW16)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not practicable in CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the relevant Bank
and settlement instructions. Placees should settle against CREST ID: 784 /
Member Account: PRIMPLAC. It is expected that such contract note or trade
confirmation will be despatched on or around the date of this Announcement and
that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank.
The Company will deliver the Placing Shares to a CREST account operated by
J.P. Morgan Cazenove as agent for the Company and J.P. Morgan Cazenove will
enter its delivery (DEL) instruction into the CREST system. J.P. Morgan
Cazenove will hold any Placing Shares delivered to this account as nominee for
the Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares to that
Placee against payment.
It is expected that settlement will be on 12 June 2026 on a T+2 basis in
accordance with the instructions given to the Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Banks.
Each Placee agrees that, if it does not comply with these obligations, the
Banks may sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any Transfer Taxes 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 trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject to
as provided below, be so registered free from any liability to UK stamp duty
or UK stamp duty reserve tax. If there are any circumstances in which any
Transfer Taxes are payable in respect of the allocation, allotment, issue or
delivery of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the Banks nor
the Company shall be responsible for the payment thereof.
Representations and warranties
By submitting a bid and/or participating in the Placing each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be and for itself and for any such prospective Placee) with the Banks
(in their respective capacities as global coordinators and joint bookrunners
and as placing agents of the Company in respect of the Placing and to the
extent to which they are underwriters of the Placing Shares) and the Company,
in each case as a fundamental term of its application for Placing Shares, the
following:
1. it has read and understood this Announcement, including this Appendix,
in its entirety and that its participation in the Bookbuild and Placing and
its subscription for and purchase of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement and
that it has not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has
been or will be prepared in connection with the Placing or is required under
the Prospectus Regulation or the POATR or the PRM and it has not received and
will not receive a prospectus, admission document or other offering document
in connection with the Bookbuild, the Placing or the Placing Shares or
otherwise;
3. that (i) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement; (ii) the
Ordinary Shares are admitted to trading on the London Stock Exchange and that
the Company is therefore required to publish certain business and financial
information in accordance with UK MAR and the rules and practices of the
London Stock Exchange and/or the FCA (collectively, and together with the
information referred to as the basis for the assessment in (i) above, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information without undue difficulty; and (iii) it has had
access to such Exchange Information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has relied on
that investigation for the purposes of its decision to participate in the
Placing;
4. that none of the Banks, nor the Company nor any of their respective
Affiliates nor any person acting on behalf of any of them has provided, and
none of them will provide, it with any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person acting on behalf
of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with the Banks, that they are
not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the Placing
Shares under the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or indirectly, in or
into those jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of their
respective Affiliates or any person acting on their behalf has or shall have
any responsibility or liability for any information, representation or
statement contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information on which it
is entitled to rely and on which such Placee has relied in committing itself
to acquire the Placing Shares is contained in this Announcement and any
Exchange Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and that it has
neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the Company and
none of the Banks or 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 and that none of the Banks or any of their
Affiliates have made any representations to it, express or implied, with
respect to the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information, and each
of them expressly disclaims any liability in respect thereof. Nothing in this
paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;
7. that it has not relied on any information relating to the Company
contained in any research reports prepared by the Banks, any of its Affiliates
or any person acting on the Banks or any of its Affiliates' behalf and
understands that (i) none of the Banks or any of their respective Affiliates
nor any person acting on its behalf has or shall have any liability for public
information or any representation; (ii) none of the Banks or any of their
respective Affiliates nor any person acting on its behalf has or shall have
any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
document or otherwise; and that (iii) none of the Banks or any of their
respective Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
9. that no action has been or will be taken by the Company, the Banks or
any person acting on behalf of the Company or the Banks that would, or is
intended to, permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which apply to it
and that it has fully observed such laws and obtained all such governmental
and other guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action which will or
may result in the Banks, the Company or any of their respective Affiliates
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
11. that it (and any person acting on its behalf) has all necessary capacity
and has obtained all necessary consents and authorities to enable it to commit
to its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;
12. that it has complied with its obligations under the Criminal Justice Act
1993, UK MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, the Banks have
not received such satisfactory evidence, the Banks may, in their absolute
discretion, terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Banks will be returned without interest
to the account of the drawee bank or CREST account from which they were
originally debited;
13. that it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
14. if in a Member State of the EEA , that it is a Qualified Investor;
15. if in the United Kingdom, that it is a UK Qualified Investor: (i) who
falls within the definition of "investment professional" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") or (ii) who falls within Article 49(2)(a) to (d) of the Order or
(iii) to whom this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;
16. if in the United Kingdom, unless otherwise agreed by the Banks, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the Conduct of Business Sourcebook of the FCA ("COBS") and it is
purchasing Placing Shares for investment only and not with a view to resale or
distribution;
17. that it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or other
materials concerning the Placing, in or into the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
18. where it is acquiring the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account and it has full power to make the acknowledgements, representations
and agreements herein on behalf of each such account;
19. that if it is a pension fund or investment company, it represents,
warrants and undertakes that its subscription for Placing Shares is in full
compliance with applicable laws and regulations;
20. if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATR (as
applicable), that the Placing Shares subscribed for by it in the Placing will
not be subscribed for on a non-discretionary basis on behalf of, nor will they
be subscribed for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which the prior
consent of the Banks has been given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of a period of
180 days from Admission, will not offer or sell any Placing Shares to persons
in the United Kingdom, except to Relevant Persons or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom in breach of Regulation 12 of the POATR;
22. that any offer of Placing Shares may only be directed at persons in
member states of the EEA who are Qualified Investors and represents, warrants
and undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission except to
Relevant Persons or otherwise in circumstances which have not resulted in and
which will not result in an offer to the public in the United Kingdom in
breach of Regulation 12 of the POATR;
24. that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person;
25. that it has complied and will comply with all applicable laws
(including all relevant provisions of the FSMA) with respect to anything done
by it in relation to the Placing Shares in respect of anything done in, from
or otherwise involving, the United Kingdom;
26. if it has received any inside information about the Company in advance
of the Placing, it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as permitted
by UK MAR, prior to the information being made publicly available;
27. that (i) it (and any person acting on its behalf) has capacity and
authority and is otherwise entitled to subscribe for the Placing Shares under
the laws of all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its participation in any
territory; (iii) it has not taken any action which will or may result in the
Company, the Banks, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements and/or any
anti-money laundering requirements of any territory in connection with the
Placing; and (iv) that the Subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
28. that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as the Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear Transfer Taxes due pursuant to the terms
set out or referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
29. that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Banks or the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
30. that none of the Banks nor any of their respective Affiliates nor any
person acting on their behalf, is making any recommendations to it, or
advising it regarding the suitability or merits of any transactions it may
enter into in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of the Banks
and that the Banks do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of the Banks'
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
31. that the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither the Banks nor the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar duties or taxes (together with any interest or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of the Banks,
the Company and any of their respective Affiliates in respect of the same on
an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of J.P. Morgan Cazenove who will hold them as nominee
on behalf of such Placee until settlement in accordance with its standing
settlement instructions;
32. that these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it subjects (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Banks or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
33. that each of the Banks, the Company and their respective Affiliates and
others will rely upon the truth and accuracy of the representations,
warranties, agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Banks on their own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of the Banks
and the Company to produce this Announcement, pursuant to, in connection with,
or as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein;
34. that it will indemnify on an after-tax basis and hold each of the
Banks, the Company and their respective Affiliates and any person acting on
their behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing;
35. that it irrevocably appoints any director or authorised signatory of the
Banks as its agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
36. that its commitment to subscribe for Placing Shares on the terms set
out herein and in the contract note or trade confirmation will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or the
Banks conduct of the Placing;
37. that in making any decision to subscribe for the Placing Shares (i) it
has sufficient knowledge, sophistication and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary for the purposes of its
investigation, and (v) it will not look to the Company, the Banks, any of
their respective Affiliates or any person acting on their behalf for all or
part of any such loss or losses it or they may suffer;
38. that none of the Banks or the Company owe any fiduciary or other duties
to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms and
conditions;
39. that it may not rely on any investigation that the Banks or any person
acting on its behalf may or may not have conducted with respect to the Company
and its Affiliates or the Placing and the Banks have not made any
representation or warranty to it, express or implied, with respect to the
merits of the Placing, the Subscription for or purchase of the Placing Shares,
or as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing herein
shall be construed as any investment or other recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, the Banks for
the purposes of this Placing;
40. that it will not hold any of the Banks or any of their respective
Affiliates or any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available information relating
to the Group or information made available (whether in written or oral form)
relating to the Group (the "Information") and that none of the Banks or any
person acting on behalf of the Banks makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such Information;
41. that in connection with the Placing, the Banks and any of their
respective Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or sell for
its own account such shares in the Company and any securities of the Company
or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to the Banks and any of their respective Affiliates acting in such
capacity. In addition, the Banks may enter into financing arrangements and
swaps with investors in connection with which the Banks may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares. None of the Banks or any of their respective Affiliates intend
to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so;
42. that a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Bank(s). Each of the Banks reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion and will, inter alia, take account of the Company's
objectives, UK MiFIR and MiFID II requirements and/or its allocation policies;
43. that the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for offer and
sale nor will a prospectus be cleared or approved in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of any
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within the United States or any other Restricted Territory, or in any country
or jurisdiction where any action for that purpose is required;
44. that the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and, so long as the Placing Shares are "restricted securities",
it will not deposit the Placing Shares into any unrestricted depositary
receipt facility maintained by any depositary bank in respect of the Company's
shares. It will not reoffer, sell, pledge or otherwise transfer the Placing
Shares except: (i) in an offshore transaction in accordance with Regulation S;
(ii) in the United States to QIBs pursuant to Rule 144A; (iii) pursuant to
Rule 144 under the Securities Act (if available) or another exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act, in each case in compliance with all applicable securities laws
of the United States or any State or other jurisdiction of the United States
or (iv) pursuant to an effective registration statement under the Securities
Act and that, in each such case, such offer, sale, pledge or transfer will be
made in accordance with any applicable securities laws of any state of the
United States;
45. that the Placing Shares are being offered and sold by or on behalf of
the Company in offshore transactions (as defined in Regulation S) and to
certain persons reasonably believed to be QIBs in reliance upon Rule 144A or
another exemption from, or transaction not subject to, the registration
requirements under the Securities Act. It and the prospective beneficial owner
of the Placing Shares is, and at the time the Placing Shares are subscribed
for will be either: (i) outside the United States and subscribing for the
Placing Shares in an offshore transaction as defined in, and in accordance
with, Regulation S or (ii) a QIB which has (where required by the relevant
Bank) agreed to be bound to the terms of the Investor Representation Letter in
the form provided to it by one of the Banks or its Affiliates. In addition,
with respect to (ii) above, it is subscribing for the Placing Shares for its
own account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, it is subscribing for the
Placing Shares for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part, in the United States and it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account; and
46. that it is not acquiring any of the Placing Shares as a result of any
form of general solicitation or general advertising (within the meaning of
Rule 502(c) of Regulation D under the Securities Act) or any form of directed
selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings, representations,
warranties, covenants and confirmations are given for the benefit of the
Company as well as each of the Banks (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable. Each Placee, and any person acting on
behalf of a Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement or these
terms and conditions.
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company or the Banks or any of their respective Affiliates nor any person
acting on its behalf will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest, fines and penalties relating
thereto) arising in relation to the Placing Shares in any other circumstances.
The agreement referred to above is subject to the representations, warranties
and further terms above and also assumes, and is based on a warranty from each
Placee, that the Placing Shares are not being subscribed for in connection
with arrangements to issue depositary receipts or to issue or transfer the
Placing Shares into a clearance service. Neither the Banks, the Company nor
any of their respective Affiliates nor any person acting on their behalf will
be liable to bear any Transfer Taxes that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the subscription
by Placees for Placing Shares) or (ii) on a sale of Placing Shares, or (iii)
otherwise than under the laws of the United Kingdom. Each Placee to whom (or
on behalf of whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such Transfer Taxes undertakes to
pay such Transfer Taxes forthwith, and agrees to indemnify on an after-tax
basis and hold the Banks and/or the Company and their respective Affiliates
(as the case may be) and their respective Affiliates and any person acting on
its or their behalf harmless from any such Transfer Taxes, and all interest,
fines or penalties in relation to such Transfer Taxes. Each Placee should,
therefore, take its own advice as to whether any such Transfer Tax liability
arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Banks or any of their respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the
Banks, any money held in an account with any of the Banks on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from relevant the Bank's money in accordance with
the client money rules and will be used by the relevant Bank in the course of
its own business; and the Placee will rank only as a general creditor of the
relevant Bank.
All times and dates in this Announcement may be subject to amendment by the
Banks (in their absolute discretion). The Banks shall notify the Placees and
any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to any Placee in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to the Banks.
Each Placee may be asked to disclose in writing or orally to the Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means admission of the new Ordinary Shares to trading on the London Stock
Exchange's main market for listed securities;
Affiliate has the meaning given in Rule 501(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes undertakings;
Banks means Barclays, J.P. Morgan Cazenove and Goldman Sachs
Barclays means Barclays Bank PLC;
BofA Securities means Merrill Lynch International;
Bookbuild means the bookbuilding process to be commenced by the Banks 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;
Closing Date means the day on which the transactions effected in connection with the
Placing will be settled;
COBS means the FCA Handbook Conduct of Business Sourcebook;
Company means WH Smith PLC;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
Disclosure Guidance and Transparency Rules means the Disclosure Guidance and Transparency Rules made by the FCA pursuant
to Part VI of FSMA;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
FCA or Financial Conduct Authority means the UK Financial Conduct Authority;
Financial Adviser means BofA Securities;
FSMA means the Financial Services and Markets Act 2000 (as amended);
Goldman Sachs means Goldman Sachs International;
Group means the Company and its subsidiary undertakings;
J.P. Morgan Cazenove means J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove;
JerseyCo WHS Oak Limited;
LSE or London Stock Exchange means London Stock Exchange plc;
Material Adverse Change means any material adverse effect or change in or affecting, or any
development reasonably likely to give rise to or involve a prospective
material adverse change, in or affecting the condition (financial,
operational, legal or otherwise) or the or earnings, management, business
affairs, solvency, credit rating or prospects of the Company or the Group
taken as a whole, whether or not arising in the ordinary course of business
and whether or not foreseeable at the date of this Announcement;
Official List means the official list maintained by the FCA;
Option Agreement means the option agreement entered into between the Company, J.P. Morgan
Cazenove and WHS Oak Limited, on or about the date hereof;
Ordinary Share means an ordinary share of 22.09 pence each in the capital of the Company;
Placee means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to acquire Placing Shares has been given;
Placing has the meaning given to it in paragraph 2 of this Announcement;
Placing Agreement has the meaning given to it in Appendix 1 to this Announcement;
Placing Price means the price per Ordinary Share at which the Placing Shares are placed;
Placing Shares means the new Ordinary Shares to be subscribed for by the Placees under the
Placing;
POATR means the Public Offers and Admissions to Trading Regulations 2024;
PRA or Prudential Regulation Authority means the UK Prudential Regulation Authority;
PRM means the Prospectus Rules: Admission to Trading on a Regulated Market
Sourcebook of the FCA being the regulated market admission rules referred to
in Regulation 14(2) of the POATR;
Pricing Announcement means the regulatory information service announcement to be made by the
Company following the completion of the Bookbuild, announcing the Placing
Price and the number of Placing Shares;
Prospectus Regulation means Regulation (EU) 2017/1129;
QIB means a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act;
Regulation S means Regulation S promulgated under the Securities Act;
RetailBook means Retail Book Limited;
Retail Offer means the offer of new Ordinary Shares to retail investors at the Placing
Price, via RetailBook and as further described in the Retail Offer
Announcement;
Retail Offer Announcement means the announcement dated on or around the date of this Announcement in
respect of the Retail Offer;
Retail Offer Shares means the new Ordinary Shares to be allotted and issued under the Retail
Offer;
Rule 144A means Rule 144A under the Securities Act;
Securities Act means the US Securities Act of 1933, as amended;
Subscription means the proposed subscription for new Ordinary Shares by certain directors
and senior management of the Company at the Placing Price;
Subscription and Transfer Agreement means the subscription and transfer agreement entered into between the
Company, J.P. Morgan Cazenove and WHS Oak Limited on or about the date hereof;
Subscription Shares means the new Ordinary Shares to be allotted and issued under the
Subscription;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Terms and Conditions means the terms and conditions of the Placing set out in Appendix 1 to this
Announcement;
Terms of Subscription means the terms of subscription to be entered into between the Company and the
Banks at the conclusion of the Bookbuild, setting out the Placing Price and
the final number of Placing Shares, as contemplated by the Placing Agreement;
Transfer Taxes means any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
UK Listing Rules means the listing rules made by the FCA pursuant to Part VI of FSMA;
UK MAR means Market Abuse Regulation (EU) No.596/2014 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended;
UK Qualified Investor means a qualified investor within the meaning of paragraph 15 of Schedule 1 to
the POATR;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling', "p", "penny" or ''pence" are to
the lawful currency of the UK. All references to "US$", "$" or "dollars" are
to the lawful currency of the United States of America.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCFFFIIRSIAIIR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on WH Smith
See all newsREG - WH Smith PLC - Results of capital raise
AnnouncementREG - WH Smith PLC - Trading Update
AnnouncementREG - WH Smith PLC - Proposed capital raise
AnnouncementREG - WH Smith PLC - Retail Offer
AnnouncementREG - WH Smith PLC - Holding(s) in Company
Announcement