TIDMAPGN
RNS Number : 2564C
Applegreen PLC
28 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Applegreen plc
("Applegreen" or the "Company" or, together with its
subsidiaries, the "Group")
Placing Raising EUR175 million (c. GBP156 million)
Publication of Admission Document in relation to the Acquisition
of a Majority Interest in Welcome Break
Resumption in Trading on AIM and ESM from 8.00 a.m. Today
Extraordinary General Meeting to be held on 24 October 2018
Applegreen, a major petrol forecourt retailer with operations in
the Republic of Ireland, the United Kingdom and the United States,
is pleased to announce that, further to the Company's announcement
on 2 August 2018 (the "Transaction Announcement"), in relation to
the proposed acquisition of a majority stake in Welcome Break (the
"Transaction"), it expects to post to shareholders later today an
AIM and ESM Admission Document (the "Admission Document") and EGM
Notice. The Admission Document, which, amongst other things,
contains further information on Welcome Break and the Transaction,
is currently available on the Company's website at
www.applegreenstores.com. As a result of the Company publishing the
Admission Document, the Company's Ordinary Shares are expected to
resume trading on AIM and ESM with effect from 8.00 a.m. today.
In addition, further to Company's intention to raise a minimum
of EUR100 million to part fund the consideration for the
Acquisition of Welcome Break as set out in the Transaction
Announcement, the Company is pleased to announce that it has
conditionally raised EUR175 million (c.GBP156 million) before
expenses through the proposed issue of 28,782,895 New Ordinary
Shares (the "Placing Shares") at the Placing Price of EUR6.08 (543
pence) per Placing Share. Goodbody Stockbrokers and Shore Capital
(the "Joint Bookrunners") are acting as joint bookrunners to the
Placing. Dealings in the Placing Shares on AIM and ESM are expected
to commence on 25 October 2018. The Placing Price is at the
suspension price of the Company's Ordinary Shares on ESM on the
date of the Transaction Announcement.
The Placing was significantly oversubscribed and is fully
underwritten by the Joint Bookrunners. Further detail on the
Placing is set out below.
Placing Statistics
Placing Price per Placing Share EUR6.08 (543 pence)(1)
Number of Ordinary Shares in issue immediately
prior to the Placing 91,713,158
Number of New Ordinary Shares being offered
pursuant to the Placing 28,782,895
Number of Ordinary Shares in issue immediately
following Admission 120,496,053
New Ordinary Shares as a percentage of the c.23.9 per cent.
Enlarged Share Capital
Estimated gross proceeds of the Placing for EUR175 million (c.GBP156
the Company million)(1)
Market capitalisation of the Company at the EUR732.6 million (GBP654.1
Placing Price following Admission(2) million)(1)
AIM/ESM ticker APGN
International Securities Identification Number IE00BXC8D038
(ISIN)
Stock Exchange Daily Office List for ESM (SEDOL) BXC8D03
Stock Exchange Daily Official List for AIM BYZG2B5
(SEDOL)
Legal Entity Identifier 635400C4XYHVIFHDZH17
FISN Number APPLEGRN/SHS VTG FPD
EUR0.01
CFI Code ESVUFR
(1) For reference purposes only, the following exchange rates
were prevailing as at the Latest Practicable Date: GBP1.00: EUR
1.12.
(2) Based on the Enlarged Share Capital and the Placing Price
per New Ordinary Share.
The Transaction and Placing are conditional upon, amongst other
things, the approval of Shareholders. Accordingly, Applegreen is
convening an extraordinary general meeting, to be held at the
Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge, Dublin 4, D04
P3C3, Ireland at 10 a.m. on 24 October 2018. The EGM Notice is set
out at the end of the Admission Document which is expected to be
sent to Shareholders later today.
Further detail on the Placing, EGM and Timetable of Events is
set out below in this announcement. The Appendix to this
announcement contains the detailed terms and conditions of the
Placing and forms part of this announcement.
Commenting on the Placing, Bob Etchingham, CEO of Applegreen
said:
"We are delighted with the very strong support and encouragement
received from existing shareholders and from new investors for the
Welcome Break transaction and related Placing. This acquisition is
transformational for our company in the strategically important UK
market and we look forward to completion at the end of October.
Building a wide and high quality investor base in parallel with
expanding our business across chosen markets are core objectives
and this transaction and associated equity raise significantly
advances that strategy."
For further information, please contact:
Applegreen
Bob Etchingham, CEO +353 (0) 1 512 4800
Niall Dolan, CFO
Goodbody (Financial Adviser, ESM Adviser, Joint Global
Coordinator, Joint Bookrunner +353 (0) 1 667 0420
and Joint Broker)
Joe Gill
Siobhan Wall
Richard Tunney
Shore Capital (Nominated Adviser, Joint Global Coordinator,
Joint Bookrunner and +44 (0) 20 7408 4090
Joint Broker)
Malachy McEntyre
Stephane Auton
Patrick Castle
Drury Porter Novelli (Irish Financial PR Adviser) +353 (0) 1 260
5000
Paddy Hughes
Powerscourt (UK Financial PR Adviser) +44 (0) 207 250 1446
Nick Dibden
Lisa Kavanagh
Person Responsible
The person responsible for making this announcement on behalf of
the Company is Niall Dolan.
All defined terms used in this announcement not otherwise
defined have the meanings set out in Admission Document.
The Placing
Applegreen has conditionally raised gross proceeds of EUR175
million through the Placing, the net proceeds of which will be used
to fund a significant portion of the Acquisition purchase price and
associated expenses. The Board, taking into account, amongst other
things, the very strong institutional demand for the Placing, the
size of the fundraising relative to the current market
capitalisation of Applegreen, the Group's capital structure and its
potential to grow earnings per share, and its desire to maintain an
appropriate level of leverage relative to the cash generation
capabilities of the Enlarged Group, believes this to be the most
appropriate quantum of equity funds to raise.
The Placing comprises the proposed placing by the Joint
Bookrunners, as agents for the Company, of 28,782,895 New Ordinary
Shares with institutional and other investors at the Placing Price
on the terms and subject to the conditions set out in the Appendix
to this announcement. The Placing Price is at the suspension price
of the Company's Ordinary Shares on ESM on the date of the
Transaction Announcement.
At the time of Transaction Announcement, B&J Holdings
Limited (which is an entity controlled by Bob Etchingham and Joe
Barrett (being the Chief Executive Officer and Chief Operating
Officer of the Company respectively)), currently a holder of
approximately 52.49 per cent. of the Existing Ordinary Shares, gave
an irrevocable and unconditional commitment to the Company and
Goodbody and Shore Capital to subscribe for up to EUR30 million in
the Placing. It was also agreed that, if appropriate, this
commitment could be scaled back at the sole discretion of the Joint
Bookrunners. Taking into account the fact that the Placing was
significantly oversubscribed and feedback received from investors
and having considered what is in the best interests of the Placing
and the Company following Admission, the Joint Bookrunners have
determined that B&J Holdings Limited's commitment should be
scaled back so that it receives 1,644,737 New Ordinary Shares which
at the Placing Price amounts to EUR10 million. In addition, Danny
Kitchen, Brian Geraghty, Howard Millar and Martin Southgate, all
directors of the Company, have in aggregate subscribed for 66,710
New Ordinary Shares in the Placing.
The Placing is conditional, inter alia, on:
-- the approval of Shareholders at the EGM;
-- the Underwriting Agreement becoming unconditional and not
having been terminated in accordance
with its terms prior to Admission; and
-- Admission occurring by no later than 8.00 a.m. on 25 October
2018 (or such later date as the Joint Bookrunners and the Company
may agree, being no later than 31 December 2018).
The New Ordinary Shares will be issued fully paid and will, on
issue, rank pari passu with all the other issued Ordinary Shares,
including the right to receive, in full, all dividends and other
distributions thereafter declared, made or paid after the date of
Admission.
The Placing is not conditional on the Transaction completing and
therefore there is a risk, albeit the Directors consider it highly
unlikely, that the Placing will complete and the Transaction does
not complete. The Directors believe that if Admission occurs and
therefore the Placing completes, then it is very unlikely that the
Transaction will not complete. Consequently, given the nature of
the risk, the Directors have not considered it necessary to
consider alternative uses for the proceeds from the Placing if the
Transaction does not complete apart from that the Company would use
them in a way which is in the best interests of the Shareholders as
a whole.
Extraordinary General Meeting of the Company
The Transaction and Placing are conditional upon the approval of
Shareholders. Accordingly, Applegreen is convening the EGM, to be
held at the Clayton Hotel Ballsbridge, Merrion Road, Ballsbridge,
Dublin 4, D04 P3C3, Ireland at 10 a.m. on 24 October 2018. The EGM
Notice is set out at the end of the Admission Document which is
expected to be sent to Shareholders later today. The purpose of the
EGM is to consider and, if thought fit, pass the resolutions, in
each case as set out in full in the EGM Notice.
Resolution 1 will ask Shareholders to approve both the NIBC
Transaction and the AIP Transaction in a single ordinary resolution
because the NIBC Transaction is not conditional on the completion
of the AIP Transaction while the AIP Transaction will not complete
without completion of the NIBC Transaction.
Resolution 2 will be proposed as a special resolution and seeks
to disapply statutory pre-emption rights in connection with the
Placing.
Irrevocable Undertakings
B&J Holdings Limited has given irrevocable undertakings (and
Bob Etchingham and Joe Barrett have undertaken to procure the
fulfilment of these undertakings by B&J Holdings Limited) to:
(a) Goodbody, Shore Capital and the Company, to subscribe for EUR30
million worth of New Ordinary Shares as part of the Placing at the
Placing Price (which has been scaled back by the Joint Bookrunners
to EUR10 million worth of New Ordinary Shares as set out above);
and (b) the Company to, amongst other things, vote in favour of the
resolutions to be put to the Shareholders at the EGM and to vote
against any other resolution or proposal (unless approved by the
chairman of the Company) to adjourn the EGM or amend the
resolutions to be put to the Shareholders at the EGM, in respect of
its entire shareholding in the Company, representing approximately
52.49 per cent. of the Existing Ordinary Shares.
B&J Holdings Limited has also given irrevocable undertakings
to NIBC to, amongst other things, vote in favour of the resolutions
to be put to the Shareholders at the EGM and to vote against any
other resolution or proposal (unless approved by the chairman of
the Company) to adjourn the EGM or amend the resolutions to be put
to the Shareholders at the EGM, in respect of its entire
shareholding in the Company, representing approximately 52.49 per
cent. of the Existing Ordinary Shares.
Further Information
The Admission Document provides further information on the
Group, Welcome Break, the Enlarged Group, the Placing and the
Transaction. Attention is drawn, in particular, to the Risk Factors
set out in Part 2 of the Admission Document and the additional
information set out in Part 9 of the Admission Document.
Recommendation
The Board considers the Transaction and the Placing and the
passing of the resolutions at the EGM to be in the best interests
of the Company and the Shareholders as a whole. Accordingly, the
Board unanimously recommends that Shareholders vote in favour of
the resolutions to be put to the EGM as they intend to do so, or
have provided irrevocable commitments of same, in respect of their
own beneficial holdings. Such beneficial holdings amount in
aggregate to 48,215,790 Existing Ordinary Shares, representing
approximately 52.6 per cent. of the Existing Ordinary Shares.
Expected Timetable of Principal Events
Publication of the Admission Document 28 September 2018
Recommencement of trading in the Existing 8.00 a.m. on 28 September
Ordinary Shares 2018
Latest time and date for receipt of forms 10.a.m. on 22 October
of proxy 2018
Date of EGM 24 October 2018
Allotment and Issue of the New Ordinary 25 October 2018
Shares
Admission becomes effective and dealings 8.00 am on
in the Enlarged Share Capital expected to 25 October 2018
commence on AIM and ESM
CREST accounts credited with uncertificated 25 October 2018
shares (as applicable)
Expected latest date for despatch of definitive No later than 14 days
share certificates (as applicable) from 25 October 2018
Expected Completion of the Transaction 31 October 2018
Each of the times and dates in the above timetable is subject to
change without further notice at the discretion of the Company,
Goodbody and Shore Capital. All times are Dublin times unless
stated otherwise.
About the Company
Established in 1992, Applegreen is a major petrol forecourt
retailer with operations in the Republic of Ireland, the United
Kingdom and the USA. The Company is pursuing a growth strategy
focused on acquiring and developing new sites in each of the three
markets in which it operates. As at 31 December 2017, the business
operated 342 forecourt sites and employed c 4,900 people.
The Company offers a distinctive convenience retail offering in
the forecourt space with three key elements:
-- a "Low Fuel Prices, Always" price promise to drive footfall to the stores;
-- a "Better Value Always" tailored retail offer; and
-- a strong food and beverage focus aiming to offer premium
products and service to the customer.
Applegreen has a number of strategic partnerships with
international brands including Burger King, Subway, Costa Coffee,
Greggs, Lavazza, Chopstix, Freshii and 7-Eleven. The business also
has its own food offer through the Bakewell café brand.
Applegreen is the number one Motorway Service Area operator in
the Republic of Ireland.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) (THE "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").
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 AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE
CAPITAL AND GOODBODY STOCKBROKERS WHO ARE (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED
KINGDOM) WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) (AS AMED) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC (AS AMED) AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); (B) IF IN THE UNITED KINGDOM, TO PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF FSMA; OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN
PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
Except as otherwise defined in this Announcement, capitalised
terms used in this Announcement have the same meanings as those
defined in the Admission Document. References in these terms and
conditions to Shore Capital refer to Shore Capital Stockbrokers
Limited and/or Shore Capital and Corporate Limited as the context
admits.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States. The Placing Shares are
being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities
Act. The Placing Shares may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any relevant state or
other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States. Persons
receiving this Announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it or any part of it in or into the United States or use the United
States mails, directly or indirectly, relating to the Placing.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No copy or part of this
Announcement and the information contained in it may be published
or distributed, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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; 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, Canada, Japan or the Republic of 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, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
No action has been taken by the Company, Shore Capital or
Goodbody Stockbrokers, or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement.
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 action. Persons into whose
possession this Announcement comes are required by the Company,
Shore Capital and Goodbody Stockbrokers to inform themselves about,
and observe, any such restrictions.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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.
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA, acts as nominated adviser to the Company for
the purposes of the AIM Rules. Shore Capital Stockbrokers Limited
is a member of the London Stock Exchange and is authorised and
regulated by the FCA. Shore Capital and Corporate Limited and Shore
Capital Stockbrokers Limited are acting exclusively for the Company
and for no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Shore Capital or for providing
advice in relation to the Placing, or any other matters referred to
in this Announcement.
Goodbody Stockbrokers UC ("Goodbody Stockbrokers"), which is
regulated in Ireland by the Central Bank of Ireland, acts as the
ESM adviser to the Company for the purposes of the ESM Rules.
Goodbody Stockbrokers is acting exclusively for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Goodbody Stockbrokers or for
providing advice in relation to the Placing, or any other matters
referred to in this Announcement.
Shore Capital and Goodbody Stockbrokers are acting as joint
bookrunners to the Placing (the "Joint Bookrunners").
Save for the responsibilities and liabilities, if any, of Shore
Capital under FSMA or the regulatory regime established thereunder
or in respect of fraudulent misrepresentation, 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 or on behalf of the Shore Capital, Goodbody
Stockbrokers or by their respective affiliates, agents, directors,
officers and employees 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 therefor is
expressly disclaimed.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement and
the Admission Document in their entirety and to be making such
offer on the Terms and Conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular each such Placee
represents, warrants and acknowledges that:
(1) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
(2) it is acquiring the Placing Shares for its own account or
for an account with respect to which it exercises sole investment
discretion; and
(3) if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any 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 any member state of the EEA in circumstances which
may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA which has implemented
the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale.
Neither Joint Bookrunner makes any representation to any Placees
regarding an investment in the Placing Shares.
Details of the Underwriting Agreement and the Placing Shares
The Joint Bookrunners have entered into a placing agreement (the
"Underwriting Agreement") with the Company under which they have
agreed, as agents for and on behalf of the Company, to use
reasonable endeavours to procure Placees to take up the Placing
Shares on the terms and subject to the conditions set out in the
Underwriting Agreement. In addition, to the extent that any Placee
procured by the Joint Bookrunners fails to subscribe for any or all
of the Placing Shares which have been allocated to it in the
Placing or for which it has agreed to subscribe, the Joint
Bookrunners have agreed, on the terms and subject to the conditions
set out in the Underwriting Agreement, to subscribe as principal
for such Placing Shares at Admission.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Applications for listing and admission to trading
Applications will be made to London Stock Exchange plc and Irish
Stock Exchange plc, trading as Euronext Dublin, for admission to
trading of the Placing Shares on AIM and ESM respectively.
The Admission in respect of the Placing Shares is expected to
become effective on or around 25 October 2018 (or such later date
as the Joint Bookrunners may agree with the Company, not being
later than 8.00 a.m. on 31 December 2018).
Placing
This Appendix gives details of the Terms and Conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in and Principal terms of the Placing
(1) Goodbody Stockbrokers and Shore Capital are each acting as
Joint Bookrunners and as agents of the Company in connection with
the Placing on the terms and subject to the conditions of the
Underwriting Agreement.
(2) Participation in the Placing is only available to persons
who may lawfully be, and are, invited to participate by the Joint
Bookrunners. The Joint Bookrunners and their respective affiliates
are entitled to enter bids as principal in the Bookbuild.
(3) The Company and the Joint Bookrunners have agreed a single
price in each of euro and sterling payable in respect of the
Placing Shares as set out in the Admission Document and this
Announcement (the "Placing Price") to the Joint Bookrunners as
agent for the Company by all Placees whose bids are successful.
(4) Each Placee's participation in the Placing is, and their
oral and legally binding offer to acquire and subscribe for Placing
Shares is made, on the terms and subject to the conditions in this
Announcement.
(5) Each Placee's oral offer to acquire and subscribe for
Placing Shares in the Placing is legally binding on the Placee on
behalf of which it is made and, except with the Joint Bookrunners'
consent, is not capable of variation or revocation. Upon making
this oral offer, each Placee has an immediate, separate,
irrevocable and binding obligation owed to the Joint Bookrunners,
as agents for the Company, to pay the joint Bookrunners (or as they
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for in the Placing.
(6) Each Placee's allocation of Placing Shares has been agreed
between the Joint Bookrunners and the Company and will be confirmed
orally to each Placee by the Joint Bookrunners (as agents for the
Company). A contract note confirming this allocation, the aggregate
amount owed by such Placee to the Joint Bookrunners and settlement
instructions will be despatched shortly. The oral confirmation to
such Placee by the Joint Bookrunners (as agents for the Company)
constitutes an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of the
Joint Bookrunners and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. All obligations under the
Placing will be subject to fulfilment 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 "Right to
terminate under the Underwriting Agreement". By participating in
Placing, 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.
(7) Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
(8) To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective affiliates,
agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Joint Bookrunners,
the Company or any of their respective affiliates, agents,
directors, officers, consultants or employees shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Placing.
Conditions of the Placing
The Placing is conditional upon the Underwriting Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The Joint Bookrunners' obligations under the
Underwriting Agreement are conditional on, inter alia:
(1) Admission of the Placing Shares occurring at or before
8.00am Dublin time on 25 October 2018;
(2) the representations, warranties and agreements contained in
the Underwriting Agreement being true, accurate and not misleading
at all times prior to Admission by reference to the facts and
circumstances from time to time subsisting;
(3) the Company having complied with all of its obligations
under the Underwriting Agreement which fall to be performed on or
before Admission;
(4) the Admission Document having been published and made
available in accordance with the AIM Rules and the ESM rules by no
later than 7.00am on the date of the Underwriting Agreement (or
such later time and/or date as may be agreed in writing between the
Joint Bookrunners and the Company);
(5) the publication of this Announcement on a Regulatory
Information Service by no later than 7.00am on the date of the
Underwriting Agreement (or such later time and/or date as may be
agreed in writing between the Joint Bookrunners and the
Company);
(6) the obtaining of all regulatory and other approvals and
consents that are required in connection with the Placing including
all of the Shareholder Resolutions having been duly passed at the
EGM (and at any adjournment thereof);
(7) each of the Transaction Agreements not having lapsed or been
terminated or rescinded, no condition thereto having become
incapable of satisfaction and no event having arisen which gives
any party to any of the Transaction Agreements a right to terminate
it;
(8) there having been no amendment to any of the terms and
conditions of any of the Transaction Agreements or any waiver,
variation, release or compromise of any obligation under any of the
Transaction Agreements, save for any waiver, variation, release or
compromise which is not, in the good faith opinion of the Joint
Bookrunners, material in the context of the Placing, Admission, the
Transaction and/or the obligation of the Joint Bookrunners to
underwrite the Placing Shares;
(9) there not having occurred and, in the opinion of either of
the Joint Bookrunners (acting jointly and in good faith), it not
being reasonably likely that there will occur any material adverse
change in the financial markets in the United States, Ireland, the
United Kingdom or in any other member state of the EEA or the
international financial markets, any suspension or material
limitation of trading generally on the New York Stock Exchange, the
NASDAQ Stock Market, Euronext Dublin or the LSE, any material
disruption in commercial banking or securities settlement or
clearance services in the United States or in the EEA or any
banking moratorium, declared by the United States, Ireland the
United Kingdom or any other member state of the EEA; and
(10) the Company allotting and issuing, conditional only upon
Admission, the Placing Shares in accordance with the Underwriting
Agreement.
If (i) any of the conditions contained in the Underwriting
Agreement, including those described above, are not satisfied in
all respects or (where applicable) waived by the Joint Bookrunners
by the respective time or date where specified (or such later time
or date as the Joint Bookrunners in their absolute discretion may
agree but in any event not later than 5.00 pm (Dublin time) on 31
December 2018); or (ii) the Underwriting Agreement is terminated in
the circumstances specified below, the Placing will not proceed and
the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Joint Bookrunners may, in their absolute discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Underwriting Agreement or extend
the time for satisfaction of any such conditions, save that the
above conditions relating to Admission taking place, the Terms of
Subscription being executed and the Company allotting and issuing
the Placing Shares may not be waived. Any such waiver or extension
will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners or the Company or any of their
respective affiliates, directors, officers, employees or agents
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction
of any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
Right to terminate under the Underwriting Agreement
Each of the Joint Bookrunners may, in its sole and absolute
discretion acting in good faith and, to the extent permitted by law
or regulation, after consultation with the Company to the extent
considered practicable by the Joint Bookrunners in the
circumstances, at any time before Admission, terminate the
Underwriting Agreement in relation to their obligations in respect
of the Placing Shares by giving notice to the Company if, amongst
other things:
(1) any material statement contained in the Admission Document
or any Supplementary Admission Document has become or been
discovered to be untrue or incorrect in any material respect or
misleading or any event, fact, circumstance or matter has arisen or
occurred which, if such Admission Document or Supplementary
Admission Document were to be issued at that time, would constitute
an omission from it or would otherwise render it untrue or
incorrect in any material respect or misleading; or
(2) any event, fact, circumstance or matter has occurred or
arisen which does or might, in the opinion of the Joint
Bookrunners, require a Supplementary Admission Document to be
published by or on behalf of the Company; or
(3) there has been a breach of any of the representations,
warranties, undertakings or any other obligations of the parties to
the Underwriting Agreement (other than the Joint Bookrunners) which
is material in the context of the Placing, Admission or the
Transaction.
Upon such termination, the parties to the Underwriting Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Underwriting Agreement subject
to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by either Bookrunner of any right of termination or other
discretion under the Underwriting Agreement shall be within the
absolute discretion of the relevant Bookrunner and that it need not
make any reference to Placees in this regard and that, to the
fullest extent permitted by law, the Joint Bookrunners shall have
no responsibility or liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the Central Bank of Ireland (or other authority)
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published.
Placees' participation in the placing (including their oral and
legally binding offer to acquire and subscribe for Placing Shares)
is made solely on the basis of the information contained in this
Announcement (including this Appendix) and the Admission Document,
each of which has been released by the Company today, 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 and subject to the further terms set forth in the
trade confirmation to be provided to Placees. Each Placee, by
participating in the Placing, agrees that the content of this
Announcement (including this Appendix), the Admission Document 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 is exclusively the responsibility of the Company
and confirms that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or either of the Joint Bookrunners or any
other person and none of the Company or either of the Joint
Bookrunners or any of their respective affiliates 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. 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.
Registration and Settlement
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation / contract note which will confirm the number
of Placing Shares allocated to it at the Placing Price (in euro or
sterling as elected by the Placee) and the aggregate amount owed by
them to the Joint Bookrunners. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with the
Joint Bookrunners or otherwise as the Joint Bookrunners may
direct.
Each Placee may elect to pay the Placing Price in euro or
sterling (the exchange rate for which has been fixed and is set out
in the Admission Document and this Announcement) and having made
such election (or having made no such election), no objection or
claim may be made by a Placee that he has suffered a loss or other
disadvantage by not electing to pay in the other currency. Any such
election shall be irrevocable and is not be capable of being
changed or revoked following publication of this Announcement. If
no such election is made by a Placee by communication to the Joint
Bookrunners prior to the publication of this Announcement, the
Placee will be required to pay the Placing Price in Euro as the
default settlement currency.
Settlement of transactions in the Placing Shares (ISIN:
IE00BXC8D038, Irish SEDOL: BXC8D03 and UK SEDOL BYZG2B5) following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"). Settlement through
CREST is expected to occur on 25 October 2018 (the "Settlement
Date") unless otherwise notified by the Joint Bookrunners.
Settlement will be on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation. However,
in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. The Joint
Bookrunners and the Company reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in a Placee's
jurisdiction.
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 2 percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Joint Bookrunners may
sell any or all of the Placing Shares allocated to it on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. Placees will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on the Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the 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 or
Irish stamp duty or UK stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Joint Bookrunners (in its capacity as Bookrunner
and agent of the Company) and the Company, in each case as a
fundamental term of its offer to acquire and subscribe for Placing
Shares, the following:
(1) it has read and understood each of this Announcement
(including this Appendix) and the Admission Document, in its
entirety and that its subscription for and purchase of Placing
Shares is upon and subject to the constitution of the Company and
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
or the Admission Document 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 Placing, the Company, the Placing
Shares, the Joint Bookrunners or otherwise;
(2) that no offering document or prospectus has been or will be
prepared in connection with the Placing or is required under the
Prospectus Directive, and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
(3) that the Ordinary Shares are admitted and to be re-admitted
to trading on AIM and the ESM market of the Irish Stock Exchange,
trading as Euronext Dublin, and the Company is therefore required
to publish the Admission Document and certain business and
financial information in accordance with the AIM Rules, the ESM
Rules and the EU Market Abuse Regulation (2014/596/EU) ("MAR")
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information or comparable information
concerning any other publicly traded company without undue
difficulty;
(4) that none of the Joint Bookrunners, the Company, any of
their respective affiliates, agents, directors, officers or
employees or 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 Placing or the
Company or any other person other than this Announcement and the
Admission Document, nor has it requested either of the Joint
Bookrunners, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such material or
information;
(5) unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Jurisdiction or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States, or any other Restricted
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into any Restricted Jurisdiction or in any
country or jurisdiction where any such action for that purpose is
required;
(6) that the content of this Announcement, the Admission
Document 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 is exclusively the responsibility of
the Company and that none of the Joint Bookrunners, any of their
respective affiliates, directors, officers, employees or agents, or
any person acting on behalf of any of them has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement and the Admission Document
or any information previously or subsequently published by or on
behalf of the Company, including, without limitation, any Exchange
Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement and the Admission
Document, any information previously published by or on behalf of
the Company or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement,
the Admission Document, 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 and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements
made by either of the Joint Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them
(including in any research report prepared by any of them) and none
of the foregoing persons will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any
such other information, representation, warranty or statement. Each
Placee further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and that
neither the Joint Bookrunners nor any of their respective
affiliates have made any representations to it, express or implied,
with respect to the Company, the Placing and the Placing Shares or
the truth, accuracy, completeness or adequacy of the Exchange
Information, any publicly available information about the Company
or any other information that has otherwise been made available to
Placees concerning the Company, whether at the date of publication,
the date of this Announcement and the Admission Document or
otherwise, and each of them expressly disclaims any liability in
respect thereof. Nothing in this paragraph or otherwise in this
Announcement and the Admission Document excludes the liability of
any person for fraudulent misrepresentation made by that
person;
(7) that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 of the United Kingdom
(depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares
into a clearance service;
(8) that no action has been or will be taken by 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 any country or jurisdiction
where any such action for that purpose is required;
(9) that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
(10) that it 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
Appendix) and that it will honour all such obligations;
(11) that it has complied with its obligations under the
Criminal Justice Act 1993 (as amended), the EU Market Abuse
Regulation and the Rules issues by the Irish Central Bank of
Ireland, and in connection with money laundering and terrorist
financing under the Criminal Justice (Money Laundering and
Terrorist Financing) Acts 2010 and 2014 of Ireland, the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 (as amended), the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) (the "Regulations") and the
Money Laundering Sourcebook of the FCA or other applicable laws,
rules and regulations and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners has not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
(12) that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners 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);
(13) that it:
(a) (i) is not within the United States and will not be within
the United States at the time that any buy order for Placing Shares
is originated by it; (ii) is acquiring the Placing Shares in an
"offshore transaction" as defined in Regulation S under the
Securities Act; and (iii) is not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts"
(within the meaning of Regulation S under the Securities Act);
or
(b) is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act or an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act ("Institutional Accredited
Investor") that has signed and returned to the Joint Bookrunners or
their respective affiliates a US investor letter in the form
provided to it;
(14) that it is not within a Restricted Jurisdiction or any
other jurisdiction in which it is unlawful to make or accept an
offer to subscribe for the Placing Shares, and it will not offer or
sell such Placing Shares into any such jurisdiction;
(15) if in a Member State of the EEA (except, if in Ireland,
with the prior consent of the Joint Bookrunners), that it is a
"Qualified Investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive;
(16) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professional" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who falls within
Article 49(2) (a) to (d) ("High net worth companies, unincorporated
associations, etc.") of the Order or (iii) to whom this
Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
(17) that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
(18) where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
(19) that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
(20) if it is acting as a financial intermediary, as that term
is used in Article 3(2) of the Prospectus Directive, that the
Placing Shares subscribed for by it in the Placing will not be
subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the proposed offer or
resale;
(21) that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to
Qualified Investors 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 FSMA;
(22) that any offer of Placing Shares may (except with the prior
consent of the Joint Bookrunners) only be directed at persons in
member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive except in circumstances which
do not result in any requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive;
(23) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
(24) that it has complied and will comply with all applicable
laws (including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
(25) that if it has received any inside information about the
Company in advance of the Placing, it has received such information
within the market soundings regime provided for in article 11 of
MAR and associated delegated regulations/legislation and 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;
(26) that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to subscribe for
and purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has not taken any action which will or may
result in the Company, the Joint Bookrunners, any of their
respective affiliates or any person acting on behalf of any of them
being in breach of the legal and/or regulatory requirements and/or
any anti money laundering requirements of any territory in
connection with the Placing and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(27) that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Bookrunners, acting as agent for the Company, may in their
absolute discretion determine and without liability to such Placee.
It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty (together with
any interest or penalties) due pursuant to the terms set out or
referred to in this Appendix which may arise upon the sale of such
Placee's Placing Shares on its behalf;
(28) that its allocation of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and
required, to subscribe for;
(29) the Placing does not constitute a recommendation or
financial product advice and neither Joint Bookrunner has had
regard to its particular objectives, financial situation and
needs;
(30) that none of the Joint Bookrunners, any of their respective
affiliates or 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 that participation in the Placing is on the basis
that it is not and will not be a client of the Joint Bookrunners
and that the Joint Bookrunners do 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 Underwriting Agreement
nor for the exercise or performance of any the Joint Bookrunners
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
(31) that none of the Company nor any of the Joint Bookrunners
has any duty or responsibility to any Placee with respect to the
Placee's election to pay the Placing Price in euro or sterling;
(32) that the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither the Joint Bookrunners or the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together
with any interest or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Joint Bookrunners, the Company
and any of their respective affiliates in respect of the same on an
after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Joint Bookrunners who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
(33) that these Terms and Conditions and any agreements entered
into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of Ireland 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 Irish courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Joint Bookrunners 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;
(34) that each of the Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each Bookrunner on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises each of
the Joint Bookrunners 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;
(35) that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners, the Company, their affiliates 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 or in connection with any breach 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;
(36) that it irrevocably appoints any director of either of the
Joint Bookrunners 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;
(37) that its commitment to subscribe for Placing Shares on the
terms set out herein and in the trade confirmation will continue
notwithstanding any amendment that may in future be made to the
Terms and Conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners conduct of
the Placing;
(38) that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares; (ii) it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing; (iii) it has
relied on its own examination, due diligence and analysis of the
Company and its affiliates taken as a whole, including the markets
in which the Company operates, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners; (iv) it has had sufficient time 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 (v) it will not
look to the Company, the Joint Bookrunners, any of their respective
affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
(39) that in connection with the Placing, the Joint Bookrunners
and any of their respective affiliates acting as an investor for
its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition the Joint Bookrunners may enter into
financing arrangements and swaps with investors in connection with
which the Joint Bookrunners may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. Neither of the Joint Bookrunners or any of their respective
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
(40) that if it is in Australia, it is either a "professional
investor" or "sophisticated investor" (as those terms are used in
section 708(11) and section 708(8) respectively of the Corporations
Act 2001 (Cth) ("Corporations Act")) and is also, in each case, a
"wholesale client" (as defined in section 761A of the Corporations
Act); and
(41) that the on-sale of Placing Shares in Australia within 12
months of issue may be restricted by section 707 of the
Corporations Act and that it will conduct any on-sales of the
Placing Shares within that period in accordance with the provisions
of the Corporations Act such that disclosure within the meaning of
Chapter 6D of the Corporations Act is not required.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company and the Joint Bookrunners (for their own
benefit and, where relevant, the benefit of their respective
officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that the neither the Company nor either of the
Joint Bookrunners owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Underwriting Agreement.
Additional acknowledgement from investors located in the United
States
In addition to the foregoing, by participating in the Placing,
each Placee (and any person acting on such Placee's behalf) who is
located in the United States subscribing for Placing Shares being
offered under a relevant exemption from the registration
requirements of the Securities Act acknowledges that no
representation has been made to it with respect to whether the
Company is a "passive foreign investment company" ("PFIC") within
the meaning of Section 1297 of the US Internal Revenue Code of
1986, as amended, and that the Company may have been a PFIC for US
federal income tax purposes for previous fiscal years, may be a
PFIC for its current fiscal year, and may become or continue to be
a PFIC in future fiscal years. If the Company was, is or becomes a
PFIC, then US investors subject to US federal income tax may be
subject to adverse US tax consequences in respect of their
investment in the Company's Ordinary Shares. Relevant Placees agree
that they will seek their own independent specialist advice with
respect to the US tax consequences of their interest in Ordinary
Shares, including whether they may be able to mitigate these
adverse US tax consequences by making certain elections for US tax
purposes;
Miscellaneous
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty in Ireland and 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 from the Company for the Placing Shares in
question.
Such agreement 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 Joint Bookrunners nor the Company is liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (transfer taxes) that arise on a sale of Placing Shares if
there are any such arrangements, or any arrangements that arise
subsequent to their acquisition by Placees or for transfer taxes
arising otherwise than under the laws of Ireland or the United
Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises. Furthermore, each
Placee agrees to indemnify on an after-tax basis and hold the Joint
Bookrunners and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to transfer taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Bookrunners or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Joint Bookrunners is
receiving a fee in connection with its role in respect of the
Placing as detailed in the Underwriting Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with 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 rules and regulations of the FCA
made under FSMA or the Central Bank of Ireland. 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 the Joint Bookrunner's money in
accordance with the client money rules and will be used by the
Joint Bookrunners in the course of its own business; and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
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 rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
All documents provided in connection with the Placing will be
sent at the Placee's risk. They may be returned by post to such
Placee at the address notified by such Placee.
Each Placee agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares, which the Placee has agreed
to subscribe for pursuant to the Placing, have been acquired by the
Placee.
In the case of a joint agreement to subscribe for Placing Shares
under the Placing, references to a "Placee" in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROILRMTTMBJTTMP
(END) Dow Jones Newswires
September 28, 2018 02:02 ET (06:02 GMT)
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