REG-XP Power Ltd: Announcement of Placing
04/03/2025 07:15
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 March 2025
XP Power Limited
("XP Power" or the "Company" and together with its subsidiary undertakings,
the "Group")
Announcement of Placing of up to £40m and Retail Offer of up to £2m
Further to the Company’s announcement of its preliminary results, XP Power,
the developer and manufacturer of critical power control solutions to the
electronics industry, today announces a proposed equity fundraise to raise
gross proceeds of up to £42 million through:
* a non-pre-emptive placing of new ordinary shares in the Company (the
"Placing Shares") to raise gross proceeds of up to £40 million (the
"Placing") at a fixed price of 975 pence per Placing Share (the "Offer
Price"); and
* a separate offer made by the Company via the RetailBook platform to raise
gross proceeds of up to £2 million (the "Retail Offer" and together with the
Placing, the "Fundraise"), to provide retail investors in the United Kingdom
with an opportunity to subscribe for new ordinary shares in the Company (the
"Retail Offer Shares" and together with the Placing Shares, the "Offer
Shares") at the Offer Price.
Continued customer destocking, combined with headwinds in China and legal fees
and interest payable to Comet Technologies USA Inc (“Comet”), are likely
to result in a weak first half of 2025. Whilst market recovery is expected in
H2, there remains a wide range of full-year outcomes for FY2025. It is
therefore intended that the net proceeds of the Fundraise will be used to
strengthen the balance sheet, providing additional financial flexibility, and
complete the build and fit out of the Group’s Malaysia facility. In the
event of the expected market recovery, the Company will return any excess
proceeds from the Fundraise to its shareholders.
The Placing will be conducted through an accelerated bookbuild launched
immediately. The Offer Price represents a discount of approximately 5.2 per
cent. to the closing price on 3 March 2025, being the last practicable day
prior to the publication of this announcement (this announcement and the
Appendices together being the "Announcement"). The Offer Shares are expected
to represent in aggregate up to 18.2 per cent. of the Company's current issued
share capital.
Certain Directors, associated persons and members of the senior management
team intend to subscribe for Offer Shares for an aggregate amount of £0.19
million.
Highlights
* Against a difficult market backdrop characterised by slowness and ongoing
destocking, XP Power announced in its preliminary FY24 results earlier today
that it is profitable and highly cash generative in unprecedented market
conditions on the back of a full pipeline of new products, underlying
production efficiency gains, and improved working capital efficiency:
Order intake of £181.6m with encouraging growth in orders
from the Semiconductor Manufacturing Equipment sector, with momentum building
as the year progressed
Revenue of £247.3m with year-on-year reduction due to
destocking in the Industrial Technology and Healthcare sectors and the tail
end of a market-wide downcycle within the Semiconductor Manufacturing
Equipment sector
Adjusted Operating Profit of £25.1m with Gross Margin of
41.0%, improving during the year due to cost savings and the other efficiency
measures
Adjusted Operating Cash flow of £65.6m highlighting strong
cash generation with cash conversion of 261%
* XP Power is well positioned for progress as the markets in which it operates
recover, with a healthy pipeline of new products, with 25 scheduled for launch
in 2025, and strong growth in new business wins to record levels with good
ongoing conversion
* However, there remains a wide range of full-year financial outcomes for
FY2025, reflecting the uncertainty as to the timing and scale of the market
recovery, which is expected to be heavily weighted to the second half of the
year
* In addition, as announced on 30 January 2025, the Group was found liable for
the plaintiff’s legal fees and pre-judgement interest of c. $19 million
(£15.2 million) in relation to the US legal case with Comet, resulting in a
£7 million increase in provision for costs; an appeal has been lodged and
will likely be heard in mid-2025
* To improve balance sheet resilience, XP Power today announces the proposed
Fundraise to raise gross proceeds of up to £42 million; furthermore, XP
Power’s syndicate banks have agreed to amend the covenants applicable to its
borrowing facilities, providing further financial headroom
* The Group’s long-term prospects remain strong based on its focus on
markets with attractive structural growth characteristics and significant
barriers to entry, its broad portfolio of strong designed-in products across a
wide range of customers, and industry leadership on sustainability
Outlook and market opportunity
At the start of 2025 the Group is seeing continued challenging market
conditions and recent US trade restrictions are causing increased headwinds
for sales to Semiconductor Manufacturing Equipment customers in China, which
it expects to result in a sequentially weaker first half result. XP Power
expects demand to improve as the year progresses, but the timing and scale of
recovery remains very hard to predict. This leads to a wide range of potential
outcomes for 2025, with an expectation of a significant second half weighting
to the results for the year as a whole.
The Group’s maintained market position, strong product pipeline, robust
operational performance and proven business model gives the Board confidence
in our long-term prospects and the fundamental and strategic value of the
Company.
Reasons for the Fundraise and use of proceeds
It is intended that the net proceeds of the Fundraise will be used to
strengthen the balance sheet, providing additional financial flexibility, and
complete the build and fit out of the Group’s Malaysia facility. The
Malaysia site, with its strategic location and ready access to skilled labour,
is an important long-term investment to provide flexible low-cost
manufacturing capacity, allowing the Group to support growing demand. In
accordance with the existing shareholder authorities, any net proceeds
received by the Company from the issue of Offer Shares of more than 10 per
cent. of the Company’s existing issued share capital will be applied to the
Group’s Malaysia facility.
The Board has decided to act prudently to improve balance sheet resilience
through the Fundraise, in addition to successfully negotiating an amendment to
the covenants applicable to its borrowing facilities with its syndicate banks
to increase covenant limits, details of which are included in the Company’s
preliminary FY24 results released earlier today. Whist the Board is very
confident in the Group’s ability to de-lever the balance sheet through cash
generation in normal market conditions, the factors outlined above have
brought leverage in close proximity to the normal covenant limit of 3.0x
EBITDA applicable to its borrowing facilities. Assuming market conditions
improve as expected as FY2025 progresses the Company should, in receipt of the
net proceeds of the Fundraise, be able to maintain a leverage level below that
covenant limit. However, whilst such an improvement is expected by XP Power,
it cannot be certain as to the extent and timing.
The Board remains confident that the Group will continue to de-lever as market
conditions recover until it achieves its target leverage range of 0-1.0x
EBITDA. In the event of the expected market recovery, the Company will return
any excess proceeds from the Fundraise to its shareholders.
Details of the Fundraise
The Company is proposing to raise gross proceeds of up to £42 million through
the issue of the Placing Shares at the Offer Price to existing and new
institutional investors and Retail Offer Shares at the Offer Price to retail
investors.
The Offer Price represents a discount of approximately 5.2 per cent. to the
closing price on 3 March 2025, being the last practicable day prior to the
publication of this Announcement. The Offer Shares will represent up to 18.2
per cent. of the Company’s current issued share capital.
Investec Bank plc ("Investec") is acting as sole bookrunner in connection with
the Placing. The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild"), which will be launched immediately following this
Announcement. The number of Placing Shares will be decided at the close of the
Bookbuild. The timing of the closing of the book and allocations are at the
discretion of Investec and the Company.
The terms and conditions of the Placing are set out in Appendix 1 to this
Announcement. Members of the public are not permitted to participate in the
Placing.
Certain Directors, associated persons and members of the senior management
team intend to subscribe for Offer Shares for an aggregate amount of £0.19
million. Details of these subscriptions are set out in more detail below.
For administrative purposes only, an institutional investor is expected to
subscribe for 1,651,282 Placing Shares (the "Direct Subscription Shares")
directly from the Company, for a total amount of approximately £16.1
million.
The Board has chosen the structure of the Fundraise to minimise costs and
reduce the time to completion. However, the Board is supportive of the
Pre-Emption Group guidance that encourages companies to consider the inclusion
of retail shareholders when issuing shares non-pre-emptively, and the Company
therefore intends to undertake the Retail Offer.
The Retail Offer is not made subject to the terms and conditions set out in
the Appendix 1 to this Announcement, and instead a separate announcement will
be made shortly regarding the Retail Offer and its terms. Investec is not
acting for the Company in respect of the Retail Offer and is not otherwise
involved in the Retail Offer.
In accordance with the existing shareholder authorities, any net proceeds
received by the Company from the issue of Offer Shares of more than 10 per
cent. of the Company’s existing issued share capital will be applied to
complete the build and fit out of the Group’s Malaysia facility.
The Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued Ordinary Shares. This
includes the right to receive all dividends and other distributions declared
or paid in respect of such Ordinary Shares after the date of issue of the new
Ordinary Shares.
Applications will be made for the Offer Shares to be admitted to the equity
shares (commercial companies) category of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together "Admission"). Admission is expected to take place at or before 8.00
a.m. (London time) on 6 March 2025 (or such later time and/or date as Investec
may agree with the Company), and dealings in the Offer Shares will commence at
that time. The Fundraise is conditional upon, among other things, Admission
becoming effective and the placing agreement between the Company and Investec
not being terminated in accordance with its terms.
Gavin Griggs, CEO, said:
“In 2024 we made strong internal progress, but industry-wide market
challenges have continued to weigh on our performance. With market uncertainty
early in 2025 the Board decided to proactively strengthen the balance sheet,
through the Fundraise announced today, to provide greater resilience until we
see the long-awaited recovery in demand. We also continue to tightly manage
costs and are taking further actions as appropriate while maintaining
important investment that underpins our future.
XP Power’s strategy, market positioning, customer proposition and
medium-term demand outlook all remain strong, and the Board has confidence in
the Company’s long-term prospects and its fundamental and strategic
value.”
Capitalised terms in this Announcement shall, unless the context requires
otherwise, have the meanings set out in Appendix 2. Please read the "Important
Notices" section of this Announcement.
Enquiries:
XP Power +44 (0)118 984 5515
Gavin Griggs, Chief Executive Officer
Matt Webb, Chief Financial Officer
Investec Bank plc +44 (0) 20 7597 5970
Sole Broker, Sole Bookrunner and Joint Financial Adviser to XP Power
Carlton Nelson / Patrick Robb (Corporate Broking)
Duncan Smith / Ben Griffiths (ECM)
Rothschild & Co Joint Financial Adviser to XP Power Ravi Gupta Aadeesh Aggarwal +44 (0)20 7280 5000
Citigate Dewe Rogerson +44 (0)20 7638 9571
Kevin Smith / Lucy Gibbs
Directors’ and PDMRs’ participation in the Fundraise
As part of the Fundraise, certain Directors, associated persons and senior
management team intend to subscribe for an aggregate of 19,542 Offer Shares at
the Offer Price. Details of the Offer Shares for which the Directors intend to
subscribe for are displayed below:
Director and PDMR Number of Ordinary Shares held before the Fundraise Number of Offer Shares being subscribed for Resultant shareholding following the Fundraise
Jamie Pike - Chair of the Board 12,533 5,128 17,661
Gavin Griggs - Chief Executive Officer 16,904 3,077 19,981
Matt Webb - Chief Financial Officer 12,173 4,139 16,312
Andy Sng - Executive Director 34,323 0 34,323
Polly Williams - Senior Independent Director 4,347 652 4,999
Pauline Lafferty* - Non-Executive Director 1,739 261 2,000
Sandra Breene* - Non-Executive Director 2,391 1,157 3,548
Amina Hamidi - Non-Executive Director 0 2,051 2,051
Daniel Shook - Non-Executive Director 0 3,077 3,077
Total 84,410 19,542 103,952
* Holdings includes that of Closely Associated Persons
IMPORTANT NOTICES
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE OR SOUTH AFRICA 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 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,
Japan, Singapore or South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
No action has been taken by the Company, Investec or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Investec to
inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from
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.
Accordingly, the Placing Shares will be offered and sold only (i) outside of
the United States in "offshore transactions" (as such term is defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S and otherwise in accordance with applicable laws; and (ii) in the United
States to persons that are "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act) ("QIBs") and that have delivered to the
Company and Investec a US Investor Letter substantially in the form provided
to it, in each case, pursuant to an exemption from registration under the
Securities Act. No public offering of the Placing Shares will be made in the
United States or elsewhere.
This Announcement has not been approved by the FCA or the London Stock
Exchange.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
The offer and sale of the Placing Shares in Canada is being made on a private
placement basis only pursuant to an exemption from the requirement that the
Company prepares and files a prospectus under applicable Canadian securities
laws. No prospectus has been or will be filed with any securities commission
or other securities regulatory authority in any jurisdiction in Canada in
connection with the offer or sale of the Placing Shares. In Canada, this
Announcement is only directed at and is only being distributed to persons in
or resident in the Province of Alberta, British Columbia, Ontario or Quebec
purchasing, or deemed to be purchasing, as principal that are accredited
investors as defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or section 73.3(1) of the Securities Act (Ontario), as applicable,
that are not created or used solely to purchase or hold the Placing Shares as
an accredited investor under NI 45-106, and that are "permitted clients" as
defined section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments 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) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from and no
prospectus has been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Japan or South Africa or any other
jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each Placee by making an
oral or written 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 Appendix 1 to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries (the "Group"). Words
such as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements and
forecasts. As a result, the Group’s actual financial condition, results of
operations and business and plans may differ materially from the plans, goals
and expectations expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or reasonableness of,
and no reliance should be placed on, such forward-looking statements. No
statement in this Announcement is intended to be, nor may be construed as, a
profit forecast or be relied upon as a guide to future performance. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its directors, Investec, Rothschild &
Co and their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.
Investec Bank plc ("IBP") is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the FCA.
Investec Europe Limited (trading as Investec Europe) ("IEL"), acting as agent
on behalf of IBP in certain jurisdictions in the EEA (IBP and IEL together, "
Investec"), is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement or any other matters described in
this Announcement. Investec will not regard any other person as its client in
relation to the Placing, the content of this Announcement or any other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its 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.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated by the FCA, is acting exclusively for the Company and for no one
else in connection with the subject matter of this Announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this Announcement.
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 Investec, Rothschild & Co nor by any of their respective
affiliates or any person acting on its or their behalf as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any
investor’s investment decision with respect to the Placing. 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. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial 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.
All offers of Placing Shares will be made pursuant to an exemption under the
UK Prospectus Regulation or the EU Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended does not apply.
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.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company’s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company’s website
(or any other website) is incorporated into or forms part of this
Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
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 such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Investec will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, Investec will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU) 2017/1129 AS
IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO ARE:
(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) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO
WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS 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 ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF 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 SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE
PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) 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, Japan, Singapore or South Africa or any
jurisdiction in which such release, publication or distribution is unlawful
(each a "Restricted Territory"). The distribution of this Announcement, 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 Investec Bank plc ("IBP") or Investec Europe Limited (trading as
Investec Europe) ("IEL"), acting on behalf of IBP in certain jurisdictions in
the EEA (IBP and IEL together, "Investec") or any of their respective
Affiliates or any respective agents, directors, officers or employees of any
of them (collectively "Representatives") 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
Investec to inform themselves about, and to observe, any such restrictions.
This Announcement 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 the United States or any other Restricted Territory or
any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation or the UK 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
(the "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
in the United States 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.
None of the Company, Investec, Rothschild & Co or any of their respective
Affiliates or any of its or their respective Representatives 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.
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 Investec, Rothschild & Co (as defined below) nor any of their
respective Affiliates nor any of its or their respective Representatives 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.
Investec 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
its clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated by the FCA, is acting exclusively for the Company and for no one
else in connection with the subject matter of this Announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this Announcement.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person’s behalf) by making an oral or written
offer to subscribe for Placing Shares, including any individuals, funds or
others on whose behalf a commitment to subscribe for Placing Shares (other
than Direct Subscription Shares) is given (the "Placees") will be deemed (i)
to have read and understood this Announcement, including this Appendix, in its
entirety; (ii) to be participating and making such offer on the terms and
conditions contained in this Appendix; and (iii) to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. 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;
2. if it is in a member state of the EEA, it is a Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. it is subscribing for Placing Shares for its own account or is subscribing
for Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, undertakings, agreements, acknowledgments and
indemnities contained in this Announcement;
5. if it is a financial intermediary, as that term is used in Article 5(1) of
the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable):
(i) 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 UK Qualified Investors or in circumstances in which the
prior consent of Investec has been given to each proposed offer or resale; or
(ii) where the Placing Shares have been subscribed for by it on behalf of
persons in a member state of the EEA other than Qualified Investors, or in the
United Kingdom other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) as having been made to such persons;
6. other than a limited number of "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act ("Rule 144A") that have
delivered to the Company and Investec a US Investor Letter substantially in
the form provided to it, (i) it and the person(s), if any, for whose account
or benefit it is acquiring the Placing Shares are purchasing the Placing
Shares in an "offshore transaction" as defined in Regulation S; (ii) it is
aware of the restrictions on the offer and sale of the Placing Shares pursuant
to Regulation S; and (iii) the Placing Shares have not been offered to it by
means of any "directed selling efforts" as defined in Regulation S; and
7. the Company and Investec will rely upon the truth and accuracy of, and
compliance with, the foregoing representations, warranties, undertakings,
agreements and acknowledgements. Each Placee hereby agrees with Investec and
the Company to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued. A Placee shall, without
limitation, become so bound if Investec confirms (orally or in writing) to
such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, Investec will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect.
Investec and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Details of the Placing Agreement and of the Placing Shares
Investec is acting as sole bookrunner in connection with the Placing. Investec
is not acting for the Company with respect to the Retail Offer.
Investec has today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, Investec
has agreed, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares at a price of 975 pence
per Placing Share (the "Offer Price") in such number to be determined
following completion of the Bookbuild. The final number of Placing Shares will
be determined by the Company and Investec at the close of the Bookbuild and
will be set out in the executed terms of placing terms (the "Placing Terms").
The timing of the closing of the book, pricing and allocations are at the
discretion of the Company and Investec. Details of the number of Placing
Shares and Retail Offer Shares will be announced as soon as practicable after
the close of the Bookbuild.
Subject to the execution of the Placing Terms and the Placing Agreement not
terminating in accordance with its terms, Investec has agreed with the
Company, in the event of any default by any Placee in paying the Offer Price
in respect of any Placing Shares allotted to it, to take up such Placing
Shares itself at the Offer Price. The Direct Subscription Shares are not
settlement underwritten.
The total number of shares to be issued pursuant to the Fundraise shall not
exceed 4,736,351 Ordinary Shares, representing approximately 20.0 per cent. of
the Company’s existing issued Ordinary Share capital.
The Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Ordinary Shares after the Closing Date. The Offer Shares
will be issued free of any encumbrances, liens or other security interests.
Applications for listing and admission to trading
Applications will be made for the Offer Shares to be admitted to the equity
shares (commercial companies) category of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together "Admission"). Admission is expected to take place at or before 8.00
a.m. (London time) on 6 March 2025 (or such later time and/or date as Investec
may agree with the Company), and dealings in the Offer Shares will commence at
that time. The Fundraise is conditional upon, among other things, Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.
Participation in, and principal terms of, the Placing
1. Investec is arranging the Placing as
agent of the Company.2. Participation in
the Placing will only be available to persons who may lawfully be, and are,
invited to participate by Investec. Investec and its Affiliates are entitled
to enter bids in the Bookbuild as principal.1. The results of the Placing and
the number of Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuild (the "Placing Results
Announcement").
2. To bid in the Bookbuild, prospective Placees should communicate their bid
by telephone or in writing to their usual sales contact at Investec. Each bid
should state the number of Placing Shares which the prospective Placee wishes
to subscribe for at the Offer Price. Bids may be scaled down by Investec in
its sole discretion.
3. 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 consent of Investec, will not
be capable of variation or revocation after the time at which it is submitted.
Each Placee’s obligations will be owed to the Company and Investec. Each
Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to Investec, to pay to Investec (or as Investec may direct)
as agent for the Company in cleared funds an amount equal to the product of
the Offer Price and the number of Placing Shares that such Placee has agreed
to subscribe for and the Company has agreed to allot and issue to that Placee.
4. The Bookbuild is expected to close no later than 3.00 p.m. (London time) on
4 March 2025, but may be closed earlier or later at the discretion of
Investec. Investec may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
5. Each Placee’s allocation will be determined by the Company in
consultation with Investec and will be confirmed to Placees orally or in
writing by Investec following the close of the Bookbuild and a trade
confirmation will be dispatched as soon as possible thereafter. That oral or
written confirmation (at Investec’s discretion) to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Investec and the Company,
under which such Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Offer Price for each such Placing Share on the
terms and conditions set out in this Appendix and in accordance with the
Company’s constitutional documents.
6. Investec may, notwithstanding paragraphs 4 and 6 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 bids shall be at the
absolute discretion of Investec. The Company reserves the right (upon
agreement with Investec) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
7. The allocation of Placing Shares to Placees located in the United States
shall be conditional on the delivery by each Placee of a US Investor Letter
substantially in the form provided to it.
8. Except as required by law or regulation, no press release or other
announcement will be made by Investec or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee’s prior written consent.
9. Irrespective of the time at which a Placee’s allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
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".
10. All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".
11. By participating in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee after confirmation (oral or otherwise) by Investec.
12. By participating in the Placing, each Placee agrees with the Company and
Investec that the exercise or non-exercise by Investec of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of Investec or for agreement between
the Company and Investec (as the case may be) and that neither the Company nor
Investec need make any reference to, or consult with, Placees and that none of
the Company, Investec nor any of their respective Affiliates or its or their
respective Representatives shall have any liability to Placees whatsoever in
connection with any such exercise or failure to so exercise or otherwise.
13. To the fullest extent permissible by law, neither Investec nor any of its
Affiliates nor any of its or their respective Representatives shall have any
responsibility or liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither Investec
nor any of its Affiliates nor any of its or their respective Representatives
shall have any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of Investec’s conduct
of the Bookbuild or of such alternative method of effecting the Placing as
Investec and its 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 obligations
of Investec under the Placing Agreement are conditional on certain conditions,
including, amongst other things:
(a) the Placing Terms having been executed
by the Company and Investec;
(b) the publication by the Company of the
Placing Results Announcement through a Regulatory Information Service
immediately following the execution of the Placing Terms;
(c) the Company not being in breach of any
of its obligations and undertakings under the Placing Agreement which fall to
be performed or satisfied prior to Admission;
(d) each of the warranties given by the
Company contained in the Placing Agreement being true, accurate and not
misleading: (i) as at the date of the Placing Agreement; (ii) as at the time
of the execution of the Placing Terms; and (iii) as at and on Admission, in
each case, as though they had been given and made at such times and on such
dates by reference to the facts and circumstances from time to time
subsisting;
(e) the Company having allotted, subject only
to Admission, the Placing Shares in accordance with the Placing Agreement;
(f) (i) each Retail Offer Document
remaining and the Direct Subscription Letter being entered into and remaining
in full force and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition to which any
such document is subject having become incapable of satisfaction and not
having been waived prior to Admission; and (iii) no event having arisen prior
to Admission which gives a party thereto a right to terminate any such
document; and
(g) Admission occurring by 8.00am on 6 March
2025 (or such later time and/or date as Investec and the Company may agree in
writing, being not later than 8.00 a.m. on 13 March 2025),
(all conditions to the obligations of Investec included in the Placing
Agreement being together, the "Conditions").
If, at Admission, any of the Conditions are not fulfilled or, where permitted,
waived or extended by Investec in accordance with the Placing Agreement, the
Placing will lapse and the Placees’ rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placing is acting) in respect thereof.
Investec may, at its discretion and upon such terms and conditions as it
thinks fit, waive satisfaction of certain of the Conditions (save that
Conditions (a), (b), (e) and (g) cannot be waived) or extend the time provided
for their satisfaction. Any such waiver or extension will not affect
Placees’ commitments as set out in this Announcement.
Neither Investec nor any of its Affiliates or its or their respective
Representatives shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it or another person may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
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
Investec. Placees will have no rights against Investec, the Company or any of
their respective Affiliates under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Termination of the Placing Agreement
Investec, in its absolute discretion, may prior to Admission terminate the
Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things:
(a) any statement in any document or
announcement issued or published by or on behalf of the Company in connection
with the Placing is or has become untrue, inaccurate or misleading in any
respect, or any matter has arisen which would, if such document or
announcement had been issued at that time, constitute an inaccuracy or
omission from such document or announcement, save for any untrue, inaccurate
or misleading statement which is not, in the opinion of Investec (acting in
good faith), material;
(b) there has been a breach by the Company of
any of its obligations under the Placing Agreement, save for any
non-compliance which is not, in the opinion of Investec (acting in good
faith), material;
(c) there has been a breach by the Company
of any of the warranties or representations contained in the Placing Agreement
or any of such warranties or representations is not, or ceases to be, true,
accurate and not misleading;
(d) in the opinion of Investec (acting in good
faith), there has been a Material Adverse Change;
(e) upon the occurrence of certain force
majeure events; or
(f) if the Company’s applications for
Admission are withdrawn or refused by the FCA or the London Stock Exchange (as
appropriate).
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim may
be made by any Placee in respect thereof.
No prospectus
No prospectus has been or will be prepared or submitted to be approved by the
FCA (or any other authority) in relation to the Placing or Admission and no
such prospectus is required (in accordance with the UK Prospectus Regulation
or otherwise) to be published in the United Kingdom or any equivalent
jurisdiction.
Placees’ commitments will be made solely on the basis of the information
contained in this Announcement and any Exchange Information (as defined below)
and subject to the further terms set forth in the electronic contract note
and/or electronic trade confirmation to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the Exchange Information previously and
simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by
Investec. Each Placee, by accepting a participation in the Placing, further
confirms to the Company and Investec 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 Investec
or its Affiliates or any other person and none of the Company, Investec nor
any of their respective Affiliates or its or their respective Representatives
nor any other person will be liable for any Placee’s decision to participate
in the Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received (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 Investec that, between the date of the Placing
Agreement and the date which is 180 calendar days after the Closing Date, it
will not, without the prior written consent of Investec, enter into certain
transactions involving or relating to the Ordinary Shares, subject to certain
customary carve-outs agreed between Investec and the Company.
By participating in the Placing, Placees agree that the exercise by Investec
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of Investec and that it need
not make any reference to, or consult with, Placees and that it 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: SG9999003735)
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and Investec reserve the right to require
settlement for, and delivery of, Depositary Interests representing the Placing
Shares or Placing Shares to Placees by such other means that they deem
necessary, including in certificated form, if delivery or settlement is not
possible or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee’s jurisdiction.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Investec or as
otherwise as Investec may direct.
The Company will deliver Depositary Interests representing the Placing Shares
to a CREST account operated by Investec as agent for and on behalf of the
Company and Investec will enter its delivery (DEL) instruction into the CREST
system. Investec will hold any Depositary Interests representing 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 Depositary Interests representing Placing Shares to
that Placee against payment.
It is expected that settlement will be on 6 March 2025 on a T+2 basis and on a
delivery versus payment basis in accordance with the instructions given to
Investec.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by Investec.
Each Placee agrees that, if it does not comply with these obligations, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed Investec, or any nominee of Investec as its agent to use its
reasonable endeavours to sell any or all of the Placing Shares allocated to
that Placee on such Placee’s behalf and retain from the proceeds an amount
equal to the aggregate amount owed by the Placee plus any interest due
thereon. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and shall be required to bear any stamp
duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee’s behalf. By communicating a bid for
Placing Shares, each Placee confers on Investec all such authorities and
powers necessary to carry out any such transaction and agrees to ratify and
confirm all actions which Investec lawfully takes on such Placee’s behalf.
Each Placee agrees that Investec’s rights and benefits under this paragraph
may be assigned in Investec’s discretion.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee’s name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or, for the avoidance of doubt if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Investec nor the Company shall
be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with Investec (in its capacity as bookrunner and as placing agent of
the Company in respect of the Placing) and the Company, in each case as a
fundamental term of its application for Placing Shares, that:
1. it has read and understood this
Announcement, including this Appendix, in its entirety and that its
participation in the Bookbuild and the Placing and its subscription for
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;1. no
offering document, prospectus, offering memorandum or admission document has
been or will be prepared in connection with the Placing or is required under
the EU Prospectus Regulation or the UK Prospectus Regulation and it has not
received and will not receive a prospectus, offering memorandum, admission
document or other offering document in connection with the Bookbuild, the
Placing, Admission or the Placing Shares;
2. (i) it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement (including this Appendix)
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 the listing in the equity shares
(commercial companies) category of the Official List of the FCA and to trading
on the London Stock Exchange’s main market for listed securities and that
the Company is therefore required to publish certain business and financial
information in accordance with the UK Market Abuse Regulation and rules and
regulations of the London Stock Exchange (collectively and together with the
information referred to in (i) above, the "Exchange Information") which
includes a description 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 information, or comparable
information concerning any other publicly traded company, in each case without
undue difficulty; and (iii) it has had access to such financial and other
information concerning the Company, the Placing and the Placing Shares as it
has deemed necessary in connection with its own investment decision to
subscribe for any of the Placing Shares and has satisfied itself that the
information is still current and has relied on that investigation for the
purposes of its decision to participate in the Placing;
3. neither Investec nor the Company nor any of their respective Affiliates or
its or their respective Representatives 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
Investec, the Company, any of their respective Affiliates or its or their
respective Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
4. unless otherwise specifically agreed with Investec, it and any person on
behalf of which it is participating is 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 is unlawful to make or accept an offer to acquire the Placing Shares;
5. the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale, nor will an offering document, prospectus,
offering memorandum or admission document be cleared or approved in respect of
any of the Placing Shares under the securities legislation of the United
States or any other Restricted Territory and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or jurisdiction
where any such action for that purpose is required;
6. the content of this Announcement has been prepared by and is exclusively
the responsibility of the Company and that neither Investec nor any of its
Affiliates or its or their respective Representatives nor any person acting on
behalf of any of them has made any representations to it, express or implied,
with respect to the Company, the Bookbuild, the Placing and the Placing Shares
or the truth, accuracy, completeness or adequacy of this Announcement or the
Exchange Information, nor has or shall have any responsibility or liability
for any information, representation or statement contained in this
Announcement or any information previously or simultaneously 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 or simultaneously published
by or on behalf of the Company or otherwise. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person for
fraudulent misrepresentation made by that person;
7. the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing Shares is
contained in this Announcement and any Exchange Information, that it has
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by Investec or
the Company or any of their respective Affiliates or its or their respective
Representatives or any person acting on behalf of any of them and neither
Investec nor the Company nor any of their respective Affiliates or its or
their respective Representatives 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;
8. it has relied on its own investigation, examination and due diligence of
the business, financial or other position of the Company in deciding to
participate in the Placing;
9. it has not relied on any information relating to the Company contained in
any research reports prepared by Investec, any of its Affiliates or any person
acting on its or their behalf and understands that: (i) neither Investec nor
any of its Affiliates nor any person acting on its or their behalf has or
shall have any responsibility or liability for: (x) public information or any
representation; or (y) any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (ii) neither Investec nor any of its Affiliates
nor any person acting on its or their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this
Announcement or otherwise;
10. (i) 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); (ii) 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 (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;
11. that no action has been or will be taken by the Company, Investec or any
person acting on behalf of the Company or Investec that would, or is intended
to, permit a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is required;
12. (i) it (and any person acting on its behalf) is entitled to subscribe for,
the Placing Shares under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid or will pay any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) 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; (iv) it has not taken
any action or omitted to take any action which will or may result in Investec,
the Company or any of their respective Affiliates or its or their respective
Representatives acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing; and (v) the subscription for
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;
13. 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;
14. it has complied with its obligations under the Criminal Justice Act 1993,
the UK Market Abuse Regulation, any delegating acts, implementing acts,
technical standards and guidelines, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, the FCA’s SYSC and any related
or similar rules, regulations or guidelines issued, administered or enforced
by any government agency having jurisdiction in respect thereof (together the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, Investec has not
received such satisfactory evidence, Investec may, in its absolute discretion,
terminate the Placee’s Placing participation in which event all funds
delivered by the Placee to Investec will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited;
15. 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, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to Investec 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).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;
16. it is a Relevant Person and undertakes that it will (as principal or
agent) subscribe for, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only;
17. it understands that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons, and further understands that this Announcement
must not be acted on or relied on by persons who are not Relevant Persons;
18. if it is in a member state of the EEA, it is a Qualified Investor;
19. if it is in the United Kingdom, it is a UK Qualified Investor;
20. in the case of any Placing Shares subscribed for by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable), (i) 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 UK
Qualified Investors or in circumstances in which the prior consent of Investec
has been given to each such proposed offer or resale; or (ii) where the
Placing Shares have been subscribed for by it on behalf of persons in any
member state of the EEA other than Qualified Investors, or in the United
Kingdom other than UK Qualified Investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;
21. it understands, and each account it represents has been advised that, (i)
the Placing Shares have not been and will not be registered under the
Securities Act or under the applicable securities laws of any state or other
jurisdiction of the United States; and (ii) no representation has been made as
to the availability of any exemption under the Securities Act or any relevant
state or other jurisdiction’s securities laws for the reoffer, resale,
pledge or transfer of the Placing Shares;
22. 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 under the
Securities Act or (ii) a QIB which has duly executed and delivered to Investec
or its Affiliates a US Investor Letter substantially in the form provided to
it;
23. it is acquiring the Placing Shares for investment purposes and is not
acquiring the Placing Shares with a view to, or for offer and sale in
connection with, any distribution thereof (within the meaning of the
Securities Act) that would be in violation of the securities laws of the
United States or any state thereof;
24. it understands, and each account it represents has been advised that (a)
no prospectus has been filed with any securities commission or similar
regulatory authority in Canada in connection with the offer and sale of the
Placing Shares and (b) no securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon any offering
document or on the merits of the Placing Shares and any representation to the
contrary is an offence;
25. if it is in, resident in or subject to the securities laws of any province
or territory of Canada, it, or each account it represents, is purchasing, or
deemed to be purchasing, as principal and is an accredited investor, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), that is a permitted client, as
defined in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations and is not created or used solely to
purchase or hold securities as an accredited investor described in paragraph
(m) of the definition of "accredited investor";
26. 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 (including electronic copies thereof), in or into any
Restricted Territory to any person and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
27. where it is subscribing for the Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to subscribe for
the Placing Shares for each managed account and it has full power to make, and
does make, the acknowledgements, representations and agreements herein on
behalf of each such account;
28. if it is a pension fund or investment company, its subscription for
Placing Shares is in full compliance with applicable laws and regulations;
29. it has not offered or sold and, prior to the expiry of a period of six
months from Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA;
30. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and 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 EU Prospectus
Regulation;
31. 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;
32. it has complied and will comply with all applicable laws (including, in
the United Kingdom, all relevant provisions of the FSMA and the Financial
Services Act 2012) with respect to anything done by it in relation to the
Placing Shares;
33. if it has received any "inside information" as defined in the UK Market
Abuse Regulation about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the UK Market Abuse
Regulation, prior to the information being made publicly available;
34. (i) it (and any person acting on its behalf) has the funds available to
pay for the Placing Shares it has agreed to subscribe for and 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 or Depositary Interests
representing such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other persons or sold as Investec (or its assignee)
may in its discretion determine and without liability to such Placee. It will,
however, remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest, fines or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee’s Placing Shares
on its behalf;
35. its allocation (if any) of Placing Shares will represent a maximum number
of Placing Shares to which it will be entitled, and required, to acquire, and
that Investec or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
36. neither Investec nor any of its Affiliates or its or their respective
Representatives nor any person acting on behalf of any of them, 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
participation in the Placing is on the basis that it is not and will not be a
client of Investec and Investec does not have any duties or responsibilities
to it for providing the protections afforded to its 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 Investec’s
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
37. the exercise by Investec of any right or discretion under the Placing
Agreement shall be within the absolute discretion of Investec need not have
any reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against Investec, the
Company or any of their respective Affiliates under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise;
38. 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
Investec, 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, fines or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company,
Investec and their respective Affiliates and its and their respective
Representatives in respect of the same on an after-tax basis on the basis that
the Depositary Interests representing the Placing Shares will be allotted to
the CREST stock account of Investec who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions;
39. these terms and conditions and any agreements entered into by it pursuant
to these terms and conditions (including any non-contractual obligations
arising out of or in connection with such agreements) shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any claim, dispute
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by
Investec 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;
40. each of the Company, Investec and their respective Affiliates, its and
their respective Representatives 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 Investec on its own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises Investec 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;
41. it will indemnify on an after-tax-basis and hold the Company, Investec and
their respective Affiliates and its and their respective Representatives and
any person acting on behalf of any of them harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of, directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
42. it irrevocably appoints any director or authorised signatory of Investec
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;
43. its commitment to acquire Placing Shares on the terms set out herein and
in any contract note 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 Investec’s conduct of the Placing;
44. 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 subscribe for the Placing Shares; (ii) it is experienced in investing
in securities of a similar nature to the Ordinary Shares and in the sector in
which the Company operates 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 and has no need for liquidity
with respect to its investment in the Placing Shares; (iii) it has relied
solely on its own investigation, 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 Investec; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial considerations
relevant to such investment and has so conducted its own investigation to the
extent it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing Shares; (v) it is
aware and understands that an investment in the Placing Share involves a
considerable degree of risk; and (vi) it will not look to Investec, any of its
Affiliates or its or their respective Representatives or any person acting
behalf of any of them for all or part of any such loss or losses it or they
may suffer;
45. neither the Company nor Investec owes 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;
46. in connection with the Placing, Investec and any of its 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
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to Investec or any
of its Affiliates acting in such capacity. In addition, Investec or any of its
Affiliates may enter into financing arrangements and swaps with investors in
connection with which Investec or any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares. Neither Investec nor any of its Affiliates intends to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so; and
47. a communication that the Placing 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 Placing and securities will be fully
distributed by Investec. Investec 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, among other things, to take account of the Company’s objectives,
UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
Investec (for their own benefit and, where relevant, the benefit of their
respective Affiliates, Representatives and any person acting on its or their
behalf) and are irrevocable.
Miscellaneous
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. Neither the Company nor Investec will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor Investec is liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer taxes") that
arise: (i) if there are any such arrangements (or if any such arrangements
arise subsequent to the acquisition by Placees of Placing Shares); (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 Investec and/or the Company
and their respective Affiliates (as the case may be) 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.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, Investec or their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Investec and/or any of its 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 Investec is receiving a fee
in connection with its 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
Investec any money held in an account with Investec 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 Investec’s money in accordance with the client
money rules and will be used by Investec in the course of its own business;
and the Placee will rank only as a general creditor of Investec.
Time is of the essence as regards each Placee’s obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to
Investec.
The rights and remedies of Investec and the Company under the terms and
conditions set out in this Appendix are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose, in writing or orally to Investec: (a) if
they are an individual, their nationality; or (b) if they are a discretionary
fund manager, the jurisdiction in which the funds are managed or owned.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement may be subject to amendment. Investec
shall notify the Placees and any person acting on behalf of the Placees of any
changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
" Admission" means admission of the Offer Shares to the equity shares (commercial companies) category of the Official List of the FCA and 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 its subsidiary undertakings;
" Announcement" means this announcement (including its Appendices);
" Bookbuild" means the bookbuilding process to be commenced by Investec immediately following release of this Announcement 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 Fundraise will be settled;
" COBs" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ;
" Company" means XP Power Limited of 19 Tai Seng Avenue, #07-01, Singapore 534054 ;
" Conditions" has the meaning given to it in Appendix 1 to this Announcement ;
" 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;
" Depositary" means Link Group of Central Square , 29 Wellington Street, Leeds, LS1 4DL;
" Depositary Interests" means the dematerialised depositary interests issued or to be issued by the Depositary in respect of and representing Ordinary Shares on a one-for-one basis;
" Direct Subscription" means the direct subscription by an institutional investor of the Direct Subscription Shares directly from the Company;
" Direct Subscription Letter" means the subscription letter between an institutional investor and the Company to be dated 4 March 2025 in connection with the Direct Subscription;
" Direct Subscription Shares" means any Placing Shares subscribed for in the Direct Subscription;
" EU Prospectus Regulation" means Regulation (EU) 2017/1129;
" EU Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all permitted distribution channels;
" Euroclear" means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales;
" EUWA" means the European Union (Withdrawal) Act 2018 (as amended);
" Exchange Information" has the meaning given to it in Appendix 1 to this Announcement ;
" FCA" means the UK Financial Conduct Authority;
" FSMA" means the Financial Services and Markets Act 2000 (as amended);
" Fundraise" means the Placing and the Retail Offer;
" Group" means the Company and its subsidiary undertakings;
" Intermediaries" means any intermediary financial institution that is appointed in connection with the Retail Offer pursuant to an Intermediaries Agreement and " Intermediary" shall mean any one of them;
" Intermediaries Agreements" means (a) each master intermediary agreement between Retail Book Limited and an Intermediary; (b) the agreement(s) (if any) between an Intermediary, the Company and Retail Book Limited relating to the Retail Offer, setting out the terms and conditions of the Retail Offer, and (c) the form of subscription by the relevant Intermediary under the Retail Offer;
" London Stock Exchange" means London Stock Exchange plc;
" Material Adverse Change" has the meaning given to such term in the Placing Agreement;
" MiFID II" means EU Directive 2014 /65/EU on markets in financial instruments;
" MiFID II Product Governance Requirements" means the product governance requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures;
" Offer Price" means 975 pence per Offer Share;
" Offer Shares" means the Placing Shares and the Retail Offer Shares;
" Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
" Ordinary Share" means an ordinary share of one 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 is given other than an investor who subscribes for Direct Subscription Shares;
" Placing" means the placing to take place by way of the Bookbuild for which Investec have been appointed as sole bookrunner and the Direct Subscription;
" Placing Agreement" has the meaning given to it in Appendix 1 to this Announcement ;
" Placing Results Announcement" means the announcement (if any) to be published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms;
" Placing Shares" means the new Ordinary Shares to be subscribed for by the Placees under the Placing and the Direct Subscription Shares;
" Placing Terms" has the meaning given to it in Appendix 1 to this Announcement ;
" PRA" means the UK Prudential Regulation Authority;
" QIB" means a " qualified institutional buyer " as defined in Rule 144A of the Securities Act;
" Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation;
" Regulation S" means Regulation S promulgated under the Securities Act;
" Regulations" has the meaning given to it in Appendix 1 to this Announcement;
" Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA’s list of Regulatory Information Services;
" Relevant Persons" mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to whom this Announcement may otherwise be lawfully communicated;
" Representative" has the meaning given to it in Appendix 1 to this Announcement ;
" Restricted Territory" means the United States, Australia, Canada, Japan, Singapore, South Africa or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful;
" Retail Offer" means the conditional offer of the Retail Offer Shares to be made to retail investors by the Company through intermediaries using the RetailBoo k platform and on the basis of the terms and conditions to be set out in the Retail Offer Announcement and the Intermediaries Agreements;
" Retail Offer Announcement" means the announcement to be released alongside this Announcement giving details, among other things, of the Retail Offer;
" Retail Offer Documents" means the engagement letter entered into by the Company and Retail Book Limited relating to the Retail Offer and the Intermediaries Agreements;
" Retail Offer Shares" means the Ordinary Shares subscribed for pursuant to the Retail Offer;
" Securities Act" means the U.S. Securities Act of 1933, as amended;
" subsidiary" or " subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
" Target Market Assessment" means the assessment that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of COBs; and (ii) eligible for distribution through all permitted distribution channels;
" UK Market Abuse Regulation" means assimilated Regulation (EU) 596/2014 as it forms part of the law of the United Kingdom by virtue of the EUWA;
" UK MiFID II" means assimilated EU Directive 2014 /65/EU as it forms part of the law of the United Kingdom by virtue of the EUWA;
" UK Product Governance Requirements" means the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook ;
" UK Prospectus Regulation" means assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the EUWA;
" UK Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are: (i) persons who fall within the definition of " investment professional " in Article 19(5) of the Order ; or (ii) persons who fall within Article 49(2)(a) to (d) ( " High net worth companies, unincorporated associations, etc . " ) of the Order ;
" uncertificated" or " in uncertificated form" means in respect of a share or othe r 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
" US Investor Letter" means the letter in the form provided by Investec.
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 United Kingdom.
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