REG - Ten Alps PLC - Proposed Placing <Origin Href="QuoteRef">TAL.L</Origin> - Part 2

Zinc MediaAnnouncement

27/10/2016 07:06

- Part 2: For the preceding part double click  ID:nRSa5697Na 

has no duties or responsibilities to it
for providing the protections afforded to its clients or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Engagement Letter nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right; 
 
17           it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that it will make
payment to N+1 Singer for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times and dates
set out in this Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute discretion
determine without liability to the Placee and it will 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 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; 
 
18           no action has been or will be taken by any of the Company, N+1
Singer or any person acting on their behalf that would, or is intended to,
permit a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is required; 
 
19           the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the
case may be.  Neither N+1 Singer nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to
pay the Company and N+1 Singer in respect of the same (including any interest
or penalties) on the basis that the Placing Shares will be allotted to a CREST
stock account of N+1 Singer or transferred to a CREST stock account of N+1
Singer who will hold them as nominee on behalf of the Placee until settlement
in accordance with its standing settlement instructions with it; 
 
20           it is acting as principal only in respect of the Placing or, if
it is acting for any other person, (a) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person and (b) it is and will remain liable to the
Company and N+1 Singer 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); 
 
21           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 stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability; 
 
22           it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
23           it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and (b)
section 86(7) of FSMA ("Qualified Investor"), being a person falling within
Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that
it will acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business only; 
 
24           it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised person and it
acknowledges; 
 
25           it has complied and it will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of anything
done in, from or otherwise involving the United Kingdom); 
 
26           if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant implementing
measure in any member state), the Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the express prior written consent of
N+1 Singer has been given to the offer or resale; 
 
27           it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this invitation to
participate in the Placing; 
 
28           neither N+1 Singer nor any of its respective affiliates, agents,
directors, officers or employees or any person acting on behalf of any of them
has or shall have any liability for any information, representation or
statement contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or oral
information made available to or publicly available or filed information or
any representation, warranty or undertaking relating to the Company, and will
not be liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud; 
 
29           neither N+1 Singer, the Company, nor  any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of N+1 Singer, the Company or their respective affiliates, agents,
directors, officers or employees is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Engagement Letter
nor the exercise or performance of N+1 Singer's rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right; 
 
30           acknowledges and accepts that N+1 Singer may, in accordance with
applicable legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions; 
 
31           N+1 Singer and each of its affiliates, each acting as an investor
for its or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise. Accordingly, references in this Announcement to
the Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by N+1 Singer and/or any of its respective affiliates, acting as an
investor for its or their own account(s). Neither N+1 Singer nor the Company
intend to disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do so; 
 
32           it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to the expiry of a period of six months
from Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus Directive; 
 
33           it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations 2007 (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; 
 
34           it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of
2014 and the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations; 
 
35           in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to N+1 Singer's or
the Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at N+1 Singer's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at N+1 Singer's or the Company's
registrars', as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identity N+1 Singer's (for itself and
as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited; 
 
36           acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the form of confirmation will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or N+1 Singer's conduct of the Placing; 
 
37           it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares.  It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing.  It has
relied upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing, including the
merits and risks involved; 
 
38           it irrevocably appoints any duly authorised officer of N+1 Singer
as its agent for the purpose 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 for which it agrees to
subscribe or purchase upon the terms of this Announcement; 
 
39           the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to N+1 Singer, on their own
behalf and on behalf of the Company and are irrevocable; 
 
40           if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it has full power and authority to make, and
does make, the foregoing representations, warranties, acknowledgements,
agreements and undertakings on behalf of each such accounts; 
 
41           time is of the essence as regards its obligations under this
Appendix; 
 
42           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 N+1 Singer; 
 
43           the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
44           these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it submits to
the exclusive jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or N+1 Singer 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. 
 
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer and each
of their respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
given by the Placee (and any person acting on such Placee's behalf) in this
Appendix or incurred by N+1 Singer, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Placing. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor N+1 Singer shall be responsible
for such stamp duty or stamp duty reserve tax.  If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly.  In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect 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
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and N+1 Singer in the event that either the
Company and/or N+1 Singer has incurred any such liability to such taxes or
duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to N+1 Singer for itself and on behalf of the
Company and are irrevocable and shall not be capable of termination in any
circumstances. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
N+1 Singer does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Engagement Letter. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that N+1 Singer may (at its absolute discretion) satisfy their
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so. 
 
When a Placee or any person acting on behalf of the Placee is dealing with N+1
Singer, any money held in an account with N+1 Singer on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under FSMA.  Each 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 N+1 Singer's money (as applicable) in
accordance with the client money rules and will be held by it under a banking
relationship and not as trustee. 
 
References to time in this Announcement are to London time, unless otherwise
stated. 
 
All times and dates in this Announcement may be subject to amendment. 
 
No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company. 
 
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. 
 
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. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
DEFINITIONS 
 
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement: 
 
"Admission" means the admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules for Companies; 
 
"AIM" means the market of that name operated by the London Stock Exchange; 
 
"AIM Rules" means the Aim Rules for Companies published by the London Stock
Exchange from time to time; 
 
"Announcement" means this announcement (including the appendix to this
announcement); 
 
"Circular" means the circular to be issued by the Company to the holders of
Ordinary Shares containing, inter alia, further details of the Proposals and
the Notice of General Meeting; 
 
"Company" means Ten Alps plc, a company incorporated and registered in
Scotland with company number SC075133; 
 
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the operator (as defined in those regulations); 
 
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time; 
 
"Directors" or "Board" the directors of the Company or any duly authorised
committee thereof; 
 
"Engagement Letter" means the conditional engagement letter dated 26 October
2016 made between N+1 Singer and the Company in relation to the Placing; 
 
"Enlarged Share Capital" means the issued ordinary share capital of the
Company as enlarged by the Placing Shares, the Reef Shares and the Settlement
Shares as fully described in the Circular; 
 
"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST; 
 
"Existing Ordinary Shares" means the 419,397,339 Ordinary Shares in issue at
the date of this Announcement, all of which are admitted to trading on AIM and
being the entire issued ordinary share capital of the Company; 
 
"FCA" means the UK Financial Conduct Authority; 
 
"Fee Shares" means 3,333,334 New Ordinary Shares to be issued in settlement of
fees pursuant to the Proposals; 
 
"Form of Proxy" means the form of proxy for use in connection with the General
Meeting which accompanies the Circular; 
 
"FSMA"            means the Financial Services and Markets Act 2000 (as
amended); 
 
"General Meeting" means the general meeting of the Company to be held at 13th
Floor, Portland House, Bressenden Place, London SW1E 5BH at 10 a.m. on 15
November 2016, notice of which will be set out at the end of the Circular; 
 
"Group" means the Company and its subsidiaries as at the date of this
Announcement; 
 
"London Stock Exchange" means the London Stock Exchange plc; 
 
"New Ordinary Shares"   means new ordinary shares of 0.00025 pence each in the
capital of the Company; 
 
"Nominated Adviser" or "N+1 Singer" means Nplus1 Singer Advisory LLP, the
Company's nominated adviser and broker; 
 
"Notice of General Meeting" means the notice convening the General Meeting
which is set out at the end of the Circular; 
 
"Ordinary Shares" means the ordinary shares of 0.1 pence each in the capital
of the Company; 
 
"Placing" means the conditional placing of the Placing Shares by N+1 Singer,
as agent on behalf of the Company, pursuant to the Engagement Letter, further
details of which are set out in this Announcement; 
 
"Placing Price" means 0.75 pence per Placing Share; 
 
"Placing Resolutions" means those of the Resolutions that relate to the
Placing; 
 
"Placing Shares" means 107,711,471 New Ordinary Shares to be issued pursuant
to the Placing; 
 
"Proposals" means the Placing together with other related matters as more
fully described in this Announcement and the Circular; 
 
"Prospectus Rules" means the prospectus rules made by the FCA pursuant to
section 73A of the FSMA; 
 
"Reef" means Reef Television Limited, a wholly-owned subsidiary of the
Company; 
 
"Reef Sellers" means Richard Farmbrough, Lucy Farmbrough, Paul Hanrahan and
Ben Weston; 
 
"Reef Shares" means the 66,666,667 New Ordinary Shares to be issued to the
Reef Sellers as further described in the Circular; 
 
"Resolutions" means the resolutions set out in the Notice of General Meeting; 
 
"Shareholders"   means holders of Ordinary Shares; 
 
"Share Options" means options over Ordinary Shares in the capital on the
Company; 
 
"Share Reorganisation" means the proposed reorganisation of the Company's
share capital whereby each Existing Ordinary Share is subdivided into one New
Ordinary Shares and one D Deferred Share pursuant to Resolution 2 as set out
in the Notice of General Meeting; 
 
"Share Reorganisation Record Date" means 6 p.m. on 15 November 2016; 
 
"UK" means the United Kingdom of Great Britain and Northern Ireland; 
 
"uncertificated" or "in uncertificated form" means an Ordinary Share recorded
on a company's share register as being held in uncertificated form in CREST
and title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST; and 
 
"VWAP" means volume weighted average price. 
 
This information is provided by RNS
The company news service from the London Stock Exchange