REG - Zotefoams PLC - Placing to raise approximately £8.8m <Origin Href="QuoteRef">ZTF.L</Origin> - Part 2

ZotefoamsAnnouncement

29/10/2014 11:19

- Part 2: For the preceding part double click  ID:nRSL4831Ra 

"SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY
A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS." 
 
20.        it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person; 
 
21.        none of the Joint Bookrunners, their respective affiliates and any
person acting on behalf of any of them is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of the Joint
Bookrunners and that the Joint Bookrunners have 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 Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right; 
 
22.        it will make payment to the Joint Bookrunners 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
the Joint Bookrunners determine in their absolute discretion 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; 
 
23.        its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Company may call upon it to subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum; 
 
24.        no action has been or will be taken by any of the Company, the
Joint Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners 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; 
 
25.        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. The Joint Bookrunners and the Company will not 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 indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a CREST stock
account of either of the Joint Bookrunners or transferred to a CREST stock
account of either of the Joint Bookrunners who will hold them as nominee on
behalf of the Placee until settlement in accordance with its standing
settlement instructions with it; 
 
26.        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; 
 
27.        (a) 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 (as amended) 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 and (b) it and any person acting on its behalf is entitled to subscribe
for Placing Shares comprised in its allocation under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all governmental and other consents which may be required thereunder
and complied with all necessary formalities; 
 
28.        it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom 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 purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA; 
 
29.        if it is within the EEA, it is a Qualified Investor as defined in
section 86(7) of the FSMA, being a person falling within Article 2.1(e) of the
Prospectus Directive; 
 
30.        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; 
 
31.        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); 
 
32.        represents and warrants that, 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 the Joint Bookrunners has been
given to the offer or resale; 
 
33.        if it has received any confidential price sensitive information
about the Company in advance of the Placing, it has not: (a) dealt in the
securities of the Company; (b) encouraged or required another person to deal
in the securities of the Company; or (c) disclosed such information to any
person, prior to the information being made publicly available; 
 
34.        neither the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor any person
acting on behalf of the Joint Bookrunners 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 Placing Agreement
nor the exercise or performance of any of the Joint Bookrunners' rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right; 
 
35.        acknowledges and accepts that the Joint Bookrunners 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, the Joint
Bookrunners will not make any public disclosure in relation to such
transactions; 
 
36.        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; 
 
37.        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; 
 
38.        acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement and in the 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 the
Joint Bookrunners' conduct of the Placing; 
 
39.        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; 
 
40.        the Company, the Joint Bookrunners and others (including each of
their respective affiliates, agents, directors, officers and employees) will
rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to the Joint Bookrunners on
their own behalf and on behalf of the Company and are irrevocable; 
 
41.        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; 
 
42.        time is of the essence as regards its obligations under this
Appendix; 
 
43.        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 the Joint Bookrunners; 
 
44.        the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and 
 
45.        this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part 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 thereto except that proceedings may be taken by
the Company or the Joint Bookrunners 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, the Joint
Bookrunners 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 the
Joint Bookrunners, 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, 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 transfer the Placing Shares into a
clearance service and that the Placing Shares will not be allotted to a person
who is or may be liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services). 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 the Joint Bookrunners 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 the Joint Bookrunners 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
the Joint Bookrunners in the event that either the Company and/or the Joint
Bookrunners have incurred any such liability to such taxes or duties. 
 
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to each of the Joint Bookrunners for itself and on
behalf of the Company and are irrevocable. 
 
Investec, which is authorised in the United Kingdom by the Prudential
Regulation Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA, and Charles Stanley, which is authorised and regulated in
the United Kingdom by the FCA, are acting exclusively for the Company in
connection with the Placing and are not acting for any other person and will
not be responsible to any person other than the Company for providing the
protections afforded to their customers or for providing advice on the
transactions or arrangements referred to in this Announcement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each of the Joint Bookrunners may (at its absolute discretion)
satisfy its 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 the
Joint Bookrunners, any money held in an account with either of the Joint
Bookrunners 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 the
relevant Joint Bookrunner's money in accordance with the client money rules
and will be held by it under a banking relationship and not as trustee and a
place will rank only as a general creditor of the relevant Joint Bookrunner. 
 
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. Placees
will be notified of any changes. 
 
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. 
 
This information is provided by RNS
The company news service from the London Stock Exchange