TIDMAFM
RNS Number : 3639Z
Alpha Fin Markets Consulting plc
21 May 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
21 May 2021
For immediate release
Alpha Financial Markets Consulting plc
Results of Placing and Subscription
Alpha Financial Markets Consulting plc (AIM: AFM)("Alpha FMC",
the "Company" or, together with its subsidiary undertakings, the
"Group"), a leading global provider of specialist consultancy
services to the Asset Management, Wealth Management and Insurance
industries, is pleased to announce the successful completion of the
Fundraise announced on 20 May 2021 (the "Proposed Placing and
Subscription Announcement").
A total of 9,557,532 ordinary shares of 0.075 pence each (the
"Ordinary Shares") in the capital of the Company (the "Placing
Shares") have been successfully placed with existing and new
institutional investors (the "Placing") by Joh. Berenberg, Gossler
& Co. KG ("Berenberg") and Investec (as defined below). In
addition to the Placing, a director of Alpha FMC has subscribed for
a total of 12,307 new Ordinary Shares (the "Subscription Shares",
and together with the Placing Shares the "New Ordinary Shares").
The New Ordinary Shares have been issued at a price of 325 pence
per share (the "Placing Price"), together raising gross proceeds of
approximately GBP31 million for the Company. The Placing Price
represents a nil discount to the closing middle market price of an
Ordinary Share on 20 May 2021 (being the latest practicable date
prior to the publication of the Proposed Placing and Subscription
Announcement). In aggregate, the New Ordinary Shares represent
approximately 9.0 per cent. of the issued share capital of the
Company.
Application has been made for the New Ordinary Shares to be
admitted to trading on AIM. Admission and settlement is expected to
take place at 8.00 a.m. on 25 May 2021.
The Fundraise is conditional, inter alia, upon Admission
becoming effective and the Placing Agreement becoming unconditional
and not being terminated in accordance with its terms prior to
Admission.
The New Ordinary Shares, when issued, will be 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 after the date of issue. The
issue and allotment of the New Ordinary Shares will be within the
Company's existing authorities.
Total voting rights
Following Admission, the Company will have a total of
116,091,805 Ordinary Shares in issue, of which none are held in
treasury and 4,413,628 are shares held in the Company's Employee
Benefit Trust. Therefore, with effect from Admission, the Company
will have total voting rights of 111,678,177.
This figure of 111,678,177 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Director's participation in the Subscription
The following Director participated in the Subscription:
Name Shareholding Number of Resultant Resultant
prior to Subscription shareholding shareholding
the Fundraise Shares acquired on Admission
(%)
Jill May 0 12,307 12,307 0.01%
--------------- ----------------- -------------- --------------
For further information please contact:
+44 (0)20 7796
Alpha Financial Markets Consulting plc 9300
Euan Fraser (Global Chief Executive Officer)
John Paton (Chief Financial Officer)
Investec Bank plc - Nominated Adviser, Joint +44 (0)20 7597
Bookrunner and Joint Corporate Broker 4000
Patrick Robb
James Rudd
Harry Hargreaves
Berenberg - Joint Bookrunner and Joint Corporate +44 (0)20 3207
Broker 7800
Chris Bowman
Toby Flaux
Alix Mecklenburg-Solodkoff
+44 (0)20 3757
Camarco - Financial PR 4980
Ed Gascoigne-Pees
Candice Adam
The person responsible for arranging the release of this
Announcement on behalf of the Company is John Paton, a director of
the Company.
About Alpha FMC
Alpha FMC is a leading global provider of specialist consultancy
services to the Asset Management, Wealth Management and Insurance
industries. With over 430 consultants across twelve offices
spanning the UK, Europe, North America and Asia, Alpha FMC has the
largest dedicated team in the industry. Alpha FMC has provided
consultancy services to over 400 clients, including 85 per cent. of
the 20 largest global asset managers by AUM and a range of other
buy-side firms.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 ALPHA FINANCIAL MARKETS CONSULTING PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
NO PROSPECTUS HAS BEEN PREPARED OR FILED WITH ANY SECURITIES
COMMISSION OR OTHER SECURITIES REGULATORY AUTHORITIES IN ANY
JURISDICTION IN CANADA IN CONNECTION WITH THE OFFER OR SALE OF THE
PLACING SHARES. ANY OFFER AND SALE OF THE PLACING SHARES IN CANADA
IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND PURSUANT TO AN
EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND FILES
A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE
OF THE PLACING SHARES IN CANADA MUST BE MADE IN ACCORDANCE WITH
APPLICABLE CANADIAN SECURITIES LAWS, WHICH MAY VARY DEPING ON THE
RELEVANT JURISDICTION AND WHICH MAY REQUIRE RESALES TO BE MADE IN
ACCORDANCE WITH CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS, IN A TRANSACTION EXEMPT
FROM THE PROSPECTUS REQUIREMENTS OR OTHERWISE UNDER A DISCRETIONARY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS GRANTED BY THE
APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY. THESE
RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO
RESALES OF THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO
PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. THIS ANNOUNCEMENT
DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR
IN A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. NO
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS
OF THE PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN
OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO
BE CONSTRUED AS, A PROSPECTUS, AN
OFFERING MEMORANDUM, AN ADVERTISEMENT, A SOLICITATION TO
PURCHASE, A PUBLIC OFFERING OF THE PLACING SHARES IN CANADA.
NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN
CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS
EXEMPTIONS ("NI 45-106")_ OR SUBSECTION 73.3(1) OF THE SECURITIES
ACT (ONTARIO) (THE "OSA"), AS APPLICABLE, AND ARE EITHER PURCHASING
THE PLACING SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE
DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN
ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND
NOT AS AGENT FOR THE BENEFIT OF ANOTHER PERSON OR AS TRUSTEE, FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION;
(B) NOT CREATED OR BEING USED SOLELY TO PURCHASE OR HOLD THE
PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A
"PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT
31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS ("NI 31-103") THAT IS NOT AN INDIVIDUAL; AND
(D) IS RESIDENT IN EITHER THE PROVINCE OF ALBERTA, BRITISH
COLUMBIA, ONTARIO OR QUEBEC AND ENTITLED UNDER APPLICABLE CANADIAN
SECURITIES LAWS, INCLUDING THE SECURITIES LAWS APPLICABLE TO SUCH
PROVINCE, TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT OF A
PROSPECTUS.
CANADIAN INVESTORS ARE ADVISED THAT THIS ANNOUNCEMENT HAS BEEN
PREPARED IN RELIANCE ON SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105
UNDERWRITING CONFLICTS ("NI 33-105"). PURSUANT TO SECTION 3A.3 OF
NI 33-105, THIS ANNOUNCEMENT IS EXEMPT FROM THE REQUIREMENT THAT
THE COMPANY AND THE JOINT BOOKRUNNERS PROVIDE CANADIAN INVESTORS
WITH CERTAIN CONFLICTS OF INTEREST DISCLOSURE PERTAINING TO
"CONNECTED ISSUER" AND/OR "RELATED ISSUER" RELATIONSHIPS AS WOULD
OTHERWISE BE REQUIRED PURSUANT TO SUBSECTION 2.1(1) OF NI
33-105.
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF
CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR
DAMAGES IF THE OFFERING MEMORANDUM (INCLUDING ANY AMMENT THERETO)
CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR
RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE
TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO
ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE
PURCHASER'S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS
OR CONSULT WITH A LEGAL ADVISOR.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers, consultants, partners or employees
("Representatives") 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 the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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, Australia,
Canada, the Republic of South Africa or Japan 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.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not require the approval of the relevant
communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares; and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic 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 herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix. Members of the public are
not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority
(the "FCA"), is acting exclusively for the Company in connection
with the Placing and will not be acting for any other person
(including any Placees) and will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Berenberg or for advising any other person in respect of
the matters referred to in this Announcement.
Investec Bank plc ("Investec Bank") is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the FCA and the PRA. Investec Europe Limited
(trading as Investec Europe) ("Investec Europe"), acting as agent
on behalf of Investec Bank in certain jurisdictions in the European
Economic Area (together Investec Bank and Investec Europe
hereinafter referred to as "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, and
Investec 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 in relation to the Placing or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of 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
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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 pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of 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.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
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 securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) 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, the Joint
Bookrunners 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 Chapter 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.
EEA product governance
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 in the European
Economic Area (together, the "MiFID II Product Governance
Requirements"), 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)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (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, the Joint Bookrunners 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 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.
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