TIDMAPQ
RNS Number : 0507V
APQ Global Limited
03 April 2023
3 April 2023
APQ Global Limited
("APQ Global" or the "Company")
Tender Offer for CULS
APQ Global Limited, a company incorporated in Guernsey,
announces that, following consultation with certain holders of the
Company's 3.5 per cent. convertible unsecured loan stock 2024 (the
"CULS"), it is inviting holders of CULS to tender up to 100 per
cent. of their holding of CULS for purchase by the Company for cash
at the Tender Price (the "Tender Offer"). Further details of the
Tender Offer can be found in the circular of the Company dated 3
April 2023 (the "Circular").
Details of the Tender Offer
The Tender Offer is being made directly by the Company which
will, on the terms and subject to the conditions of the Tender
Offer being satisfied, purchase at the Tender Price the CULS
validly tendered.
The Tender Offer is being made for up to all 6,000 units of
GBP5,000 nominal CULS, being 100 per cent. of the issued CULS as at
the date of this document. Each CULS Holder (other than Restricted
CULS Holders and certain Overseas CULS Holders) may elect to sell
all or part of their holding of CULS (in integral multiples of
GBP5,000 nominal).
The Tender Offer is being made at the tender price of GBP2,500
per unit of GBP5,000 nominal CULS (the "Tender Price"). This is
equal to a discount of 50 per cent. to the nominal value of the
CULS. The aggregate Tender Price, assuming that the full
entitlement of CULS is tendered, and that there is no scaling back,
will be GBP15 million.
CULS Holders who successfully elect to tender their CULS will
also be entitled to receive a final payment of interest on their
CULS for the period from 1 April 2023 to 4 May 2023. It is
currently expected that those CULS Holders who successfully tender
their CULS and who hold their CULS in uncertificated form (that is,
in CREST) will receive this final interest payment via CREST on 5
May 2023 and those CULS Holders who hold their CULS in certificated
form will receive this final interest payment via cheque by 12 May
2023.The Tender Offer is subject to the satisfaction of certain
conditions and may be terminated in certain circumstances as set
out in the Circular. The Company also reserves the right to scale
back any CULS tendered on a pro rata basis, adjusted as necessary
to ensure that any remaining CULS are in integral multiples of
GBP5,000 nominal. The Board expects to redeem all of the
outstanding CULS at par on maturity on 30 September 2024.
The CULS which the Company acquires from tendering CULS Holders
will be cancelled.
The full terms and conditions of the Tender Offer are set out in
the Circular and in the Appendix to this announcement.
Background to and reasons for the Tender Offer
The purpose of the Tender Offer is to utilise a portion of the
Company's available cash and liquid asset balances to purchase CULS
prior to their final repayment date, providing liquidity to those
CULS Holders who require it or seek the certainty of outcome given
the range of future dynamic factors and uncertainties, some of
which are outside the Company's control.
The Tender Offer is being made for the benefit of both Ordinary
Shareholders, who will benefit from the reduced redemption value of
the CULS; and CULS Holders, who may elect to realise all or some of
their investment at this time if they wish to do so. CULS Holders
are not obliged to tender any of their CULS.
While the Board believes that the Tender Offer is in the
interests of all CULS Holders, Ordinary Shareholders and the
Company as a whole, the Directors are making no recommendation to
CULS Holders as to whether they should tender CULS in the Tender
Offer.
Financial update
The following table contains the value of the Company's
investments as at 28 February 2023 and an unaudited statement of
the Company's financial position as at 28 February 2023 extracted
from the latest management accounts:
Investment Value as at 28 February
2023 (USD)
HSBC HOLDINGS PLC 2,231,519
STANDARD CHARTERED PLC 996,861
ANGLO AMERICAN PLC 1,012,715
RIO TINTO PLC 1,590,504
GLENCORE PLC 1,379,300
DEUTSCHE LUFTHANSA-REG 1,241,803
INTESA SANPAOLO 832,556
BANCO SANTANDER SA 947,451
SHARES MSCI BRAZIL ETF 2,863,350
ARGTES 15.5 10/17/26 - ARARGE4502K0 828,866
FX HEDGES -287,198
Palladium TRUST SERVICES (Private company) 30,254
NEW MARKETS MEDIA & INTELLIGENCE (Private
company) 755,421
Parish GROUP (Private company) 3,540,135
Delphos INTERNATIONAL (Private company) 6,013,000
DELPHOS - FMA (Private company) 684,854
Promethean Trustees (Private company) 27,938
Promethean Advisory (Private company) 574,181
DELPHOS MMJ (Private company) 200,000
TOTAL INVESTMENTS 25,463,510
---------------------------------------------- ------------------------
UNAUDITED STATEMENT OF FINANCIAL POSITION As at 28 February 2023
(USD)
--------------------------
INVESTMENTS 25,463,510
FIXED ASSETS 95,031
CASH AT BANKS/ BROKERS 12,831,446
SHORT TERM RECEIVABLES 2,051,324
PRIVATE LOANS 850,000
OTHER ASSETS 1,031,755
TOTAL ASSETS 42,323,066
---------------------------------------------- ------------------------
CULS LIABILITY 34,534,277
OTHER LIABILITIES 454,979
TOTAL LIABILITIES 34,989,256
---------------------------------------------- ------------------------
TOTAL EQUITY 7,333,810
---------------------------------------------- ------------------------
Notes:
1. The figures in the table above are estimates only and are
based on unaudited estimated valuations in accordance with the
Company's valuation policy. Such estimates may differ materially
from any actual results.
2. Publicly traded securities are valued using close prices on
the relevant exchange as at 28 February 2023 (Source:
Bloomberg).
3. Direct Investments valuation provided by an independent third party as at 31 December 2022.
4. All non-USD balances converted in USD using WM/Refinitiv FX
Benchmark rates with 4.00 p.m. fixing on 28 February 2023 (Source:
Bloomberg).
As at the date of this document, the Company has sufficient
equity to repay the CULS at par at the time of maturity in
September 2024, when accounting for its private, unlisted
investments. When considering the outlook for the Company's
investments and expected cash inflows from its assets, including
dividends and returns of capital from its investments in private
companies, the Board currently expects that it will have sufficient
liquid resources to repay the outstanding CULS at par on
maturity.
Overseas CULS Holders and Restricted CULS Holders
The making of the Tender Offer to persons outside the United
Kingdom may be prohibited or affected by the laws of the relevant
overseas jurisdictions. The Tender Offer is not being made to CULS
Holders who are resident in, or citizens of, certain jurisdictions
which can be found listed in the Circular (the "Restricted
Jurisdictions"). Restricted CULS Holders are being excluded from
the Tender Offer in order to avoid offending applicable local laws
relating to the implementation of the Tender Offer.
It is the responsibility of all Overseas CULS Holders to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to
participate in the Tender Offer.
Expected Timetable of Principal Events
2023
Publication of the Circular and Tender 3 April
Offer opens
Latest time and date for receipt of Tender 1.00 p.m. on 19 April
Forms and submission of TTE Instructions
from CULS Holders
Record Date for participation in the 6.00 p.m. on 19 April
Tender Offer
Publication of the results of the Tender 20 April
Offer
CREST settlement date: payments through 5 May
CREST made and CREST accounts settled
Balancing CULS certificates and cheques By 12 May
despatched to certificated CULS Holders
All of the times and dates in the expected timetable may be
extended or brought forward without further notice, at the
discretion of the Company. If any of the above times and/or dates
change materially, the revised time(s) and/or date(s) will be
notified to CULS Holders by an announcement through a Regulatory
Information Service provider.
All references to time in this document are to London time.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings given to them in the Circular. The
Circular is available to view on the Company's website at
www.apqglobal.com.
- End -
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom, Chief Executive Officer 020 3478 9708
Wayne Bulpitt, Non-Executive Chairman
Singer Capital Markets - Nominated
Adviser and Broker
James Maxwell / Justin McKeegan 020 7496 3000
Carey Group - TISE sponsor
Claire Torode 01481 737 279
Investor Relations
IR@APQGlobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an emerging markets company
incorporated in Guernsey. The Company focuses its investment
activities globally (in Asia, Latin America, Eastern Europe, the
Middle East, Africa and the Channel Islands, particularly).
The objective of the Company is to steadily grow its earnings to
seek to deliver attractive returns and capital growth through a
combination of building growing businesses as well as earning
revenue from income generating operating activities in capital
markets [1] . APQ Global run a well-diversified and liquid
portfolio, take strategic stakes in selected businesses and plan to
take operational control of companies through the acquisition of
minority and majority stakes in companies with a focus on emerging
markets.
(1) Where we refer to revenue from income generating operating
activities this relates to the revenue of our investee
companies.
Appendix
Terms and Conditions of the Tender Offer
1 The Tender Offer
1.1 All CULS Holders (other than Restricted CULS Holders and
certain Overseas CULS Holders) whose names appear on the CULS
Register at 6.00 p.m. on the Record Date may tender some or all of
the CULS held by them as at that date for purchase by the Company
on the terms and subject to the conditions set out in this document
and the Tender Form (which together constitute the Tender Offer).
CULS Holders are not obliged to tender any CULS.
1.2 The Tender Offer is made at the Tender Price which is set
out at paragraph 4 below. The calculation of the Tender Price
approved by the Directors is conclusive and binding on all CULS
Holders.
1.3 The consideration for the CULS acquired by the Company
pursuant to the Tender Offer will be paid in accordance with the
settlement procedures set out in paragraph 6 below.
1.4 Upon the Tender Offer becoming unconditional and unless the
Tender Offer has been terminated or has lapsed in accordance with
the provisions of paragraph 3.2 below, the Company will accept the
tenders of CULS Holders that have been validly made in accordance
with these terms and conditions.
1.5 Unless terminated in accordance with the provisions herein,
the Tender Offer will, subject to paragraph 10.1 below, close for
CULS Holders at 1.00 p.m. on 19 April 2023. A Tender Form and/or
TTE Instruction once submitted shall be irrevocable. Any tendered
CULS will be placed in escrow and will not be able to be traded
unless and until the Tender Offer is terminated or lapses in
accordance with these terms and conditions.
2 Tender Entitlement
2.1 Each CULS Holder (other than a Restricted CULS Holder and
certain Overseas CULS Holders) whose name appears on the CULS
Register at 6.00 p.m. on the Record Date will be entitled to sell
to the Company all or part of their holding of CULS as at the
Record Date (in integral multiples of GBP5,000 nominal). The
Company reserves the right to scale back any CULS tendered on a pro
rata basis, adjusted as necessary to ensure that any remaining CULS
are in integral multiples of GBP5,000 nominal.
2.2 As at the date of this document the maximum number of CULS
that the Company may purchase pursuant to the Tender Offer, should
the Tender Offer become unconditional, would be 6,000 units of
GBP5,000 nominal CULS (being equal to 100 per cent. of the
Company's issued CULS).
3 Conditions
3.1 The Tender Offer is conditional on the following Conditions being satisfied:
3.1.1 the Company not having terminated the Tender Offer for any
reason at its absolute discretion; and
3.1.2 the Tender Offer not having been terminated in accordance with paragraph 9 below.
3.2 The Company will not purchase (or enter into any commitment
or contract to purchase) any CULS pursuant to the Tender Offer
unless the Conditions have been satisfied in full. If the
Conditions are not satisfied prior to the close of business on 31
May 2023, subject to paragraph 10.1 below, the Tender Offer, if not
then completed, will lapse.
4 The Tender Price
The Tender Price is GBP2,500 per unit of GBP5,000 nominal
CULS.
5 Procedure for tendering CULS
5.1 CULS held in certificated form (that is, not in CREST)
5.1.1 Completion of Tender Forms
If you hold CULS in certificated form, you should complete
separate Tender Forms for CULS held under different designations.
Tender Forms will be available on request from Link Group on 0371
664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls from outside the United Kingdom will
be charged at the applicable international rate. The helpline is
open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
5.1.2 Return of Tender Forms
The completed and signed Tender Form should be sent either by
post to Link Group, Corporate Actions, 10th Floor, Central Square,
29 Wellington Street, Leeds LS1 4DL, United Kingdom or by hand
(during normal business hours) to the same address, so as to arrive
by no later than 1.00 p.m. on 19 April 2023. No Tender Forms
received after this time will be accepted. No acknowledgement of
receipt of documents will be given. Any Tender Form received in an
envelope postmarked from a Restricted Jurisdiction or otherwise
appearing to the Company or its agents to have been sent from any
Restricted Jurisdiction may be rejected as an invalid tender.
Further provisions relating to Restricted CULS Holders are
contained in paragraph 11 below.
The completed and signed Tender Form should be accompanied by
the relevant CULS certificate(s) and/or other document(s) of title.
If your CULS certificate(s) and/or other document(s) of title are
not readily available (for example, if they are with your
stockbroker, bank or other agent), the Tender Form should
nevertheless be completed, signed and returned as described above
so as to be received by the Receiving Agent as soon as possible
together with any CULS certificate(s) and/or other document(s) of
title you may have available, accompanied by a letter stating that
the (remaining) CULS certificate(s) and/or other document(s) of
title will be forwarded as soon as possible thereafter and, in any
event, by no later than 1.00 p.m. on 19 April 2023.
The Receiving Agent, acting as your agent, will effect such
procedures as are required to transfer your CULS to the Company
under the Tender Offer.
If you have lost your CULS certificate(s) and/or other
document(s) of title, you should either call the Receiving Agent
using the telephone number provided in paragraph 5.1.1 above or
write to the Receiving Agent, Link Group, Corporate Actions, 10th
Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, United
Kingdom, for a letter of indemnity in respect of the lost CULS
certificate(s) and/or any other document(s) of title which, when
completed in accordance with the instructions given, should be
returned to Link Group at the address referred to in paragraph
5.1.2 so as to be received by no later than 1.00 p.m. on 19 April
2023.
5.2 CULS held in uncertificated form (that is, in CREST)
5.2.1 Completion of TTE Instruction
If the CULS which you wish to tender are held in uncertificated
form, you should take (or procure to be taken) the action set out
below to transfer (by means of a TTE Instruction) the number of
CULS which you wish to tender in the Tender Offer to an escrow
balance, specifying Link Group in its capacity as a CREST receiving
agent under its participant ID (referred to below) as the escrow
agent, as soon as possible and, in any event, so that the transfer
to escrow settles by no later than 1.00 p.m. on 19 April 2023.
If you are a CREST sponsored member, you should refer to your
CREST Sponsor before taking any action. Your CREST Sponsor will be
able to confirm details of your participant ID and the member
account ID under which your CULS are held. In addition, only your
CREST Sponsor will be able to submit the TTE Instruction to
Euroclear in relation to the CULS which you wish to tender.
You should submit (or, if you are a CREST sponsored member,
procure that your CREST Sponsor submits) a TTE Instruction to
Euroclear, which must be properly authenticated in accordance with
Euroclear's specification and which must contain, in addition to
the other information that is required for the TTE Instruction to
settle in CREST, the following details:
-- the ISIN number for the CULS. This is GG00BF7PL093;
-- the number of CULS to be transferred to an escrow balance;
-- your member account ID;
-- your participant ID;
-- the participant ID of the escrow agent, Link Group, in its
capacity as a CREST receiving agent, this is RA10;
-- the member account ID of the escrow agent, Link Group. This is 22024APQ;
-- the Corporate Action Number for the Tender Offer. This is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST;
-- the intended settlement date for the transfer to escrow. This
should be as soon as possible and in any event by no later than
1.00 p.m. on 19 April 2023; and
-- input with standard delivery instruction priority of 80.
After settlement of the TTE Instruction, you will not be able to
access the CULS concerned in CREST for any transaction or for
charging purposes, notwithstanding that they will be held by the
Receiving Agent as your escrow agent until completion, termination
or lapse of the Tender Offer. If the Tender Offer becomes
unconditional, the Receiving Agent will transfer the CULS which are
accepted for purchase by the Company to itself as your agent for
onward sale to the Company. You are recommended to refer to the
CREST Manual published by Euroclear for further information on the
CREST procedures outlined above.
You should note that Euroclear does not make available special
procedures, in CREST, for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE Instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your CREST
Sponsor) to enable a TTE Instruction relating to your CULS to
settle prior to 1.00 p.m. on 19 April 2023. In connection with
this, you are referred in particular to those sections of the CREST
Manual concerning practical limitations of the CREST system and
timings.
5.2.2 Deposits of CULS into, and withdrawals of CULS from, CREST
Normal CREST procedures (including timings) apply in relation to
any CULS that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form,
during the course of the Tender Offer (whether such conversion
arises as a result of a transfer of CULS or otherwise). CULS
Holders who are proposing to convert any such CULS are recommended
to ensure that the conversion procedures are implemented in
sufficient time to enable the person holding or acquiring the CULS
as a result of the conversion to take all necessary steps in
connection with such person's participation in the Tender Offer (in
particular, as regards delivery of CULS certificate(s) and/or other
document(s) of title or transfer to an escrow balance as described
above) prior to 1.00 p.m. on 19 April 2023.
5.3 Validity of Tender Forms and TTE Instructions
Notwithstanding the powers in paragraph 10 below, the Company
reserves the right to treat as valid only Tender Forms and TTE
Instructions which are received entirely in order by 1.00 p.m. on
19 April 2023, which are accompanied (in the case of CULS held in
certificated form) by the relevant CULS certificate(s) and/or other
document(s) of title or a satisfactory indemnity in lieu thereof in
respect of the entire number of CULS tendered. The Record Date for
the Tender Offer is 6.00 p.m. on 19 April 2023.
Notwithstanding the completion of a valid Tender Form or TTE
Instruction, the Tender Offer may be suspended, terminate or lapse
in accordance with these terms and conditions.
The decision of the Company as to which CULS have been validly
tendered shall be conclusive and binding on the CULS Holders who
participate in the Tender Offer.
If you are in any doubt as to how to complete the Tender Form or
how to submit a TTE Instruction or as to the procedures for
tendering CULS, please call Link Group on 0371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. You are reminded
that, if you are a CREST sponsored member, you should contact your
CREST Sponsor before taking any action.
6 Announcement of the results of the Tender and Settlement
6.1 Unless terminated in accordance with these terms and
conditions, the Tender Offer will, subject to paragraph 10.1 below,
close for CULS Holders at 1.00 p.m. on 19 April 2023. Subject to
the Conditions being satisfied, it is expected that on 20 April
2023 the Company will make a public announcement of the total
number of CULS validly tendered and, if applicable, the extent to
which any tenders will be scaled back.
6.2 Delivery of cash to CULS Holders for the CULS to be
purchased pursuant to the Tender Offer will be made by the
Receiving Agent. The Receiving Agent will act as agent for
tendering CULS Holders for the purpose of receiving the cash and
transmitting such cash to tendering CULS Holders. Under no
circumstances will interest be paid on the cash to be paid by the
Company or the Receiving Agent regardless of any delay in making
such payment.
6.3 If any tendered CULS are not purchased because of an invalid
tender, the termination of the Tender Offer, as a result of scaling
back or otherwise, relevant CULS certificate(s) and/or other
document(s) of title, if any, will be returned or sent as promptly
as practicable, without expense to, but at the risk of, the
relevant tendering CULS Holder, or in the case of CULS held in
uncertificated form (that is, in CREST), the Receiving Agent will
provide instructions to Euroclear to transfer all CULS held in
escrow balances by TFE Instruction to the original available
balances to which those CULS came.
6.4 Settlement of the consideration to which any CULS Holder is
entitled pursuant to valid tenders accepted by the Company is
expected to be made as follows:
6.4.1 CULS held in certificated form (that is, not in CREST)
Where an accepted tender relates to CULS held in certificated
form, cheques for the consideration due will be despatched at the
CULS Holder's own risk by the Receiving Agent by first class post
to the person or agent whose name and address is set out in Box 4
of the Tender Form or, if none is set out, to the registered
address of the tendering CULS Holder shown in Box 1 of the Tender
Form or, in the case of joint holders, the address of the CULS
Holder first named in the CULS Register. All cash payments will be
made in Sterling by cheque drawn on a branch of a UK clearing
bank.
6.4.2 CULS held in uncertificated form (that is, in CREST)
Where an accepted tender relates to CULS held in uncertificated
form, the consideration due will be paid by means of CREST by the
Receiving Agent (on behalf of the Company) procuring the creation
of a CREST payment obligation in favour of the tendering CULS
Holder's payment bank in accordance with the CREST payment
arrangements.
6.4.3 Timing of settlement
The payment of any consideration to CULS Holders for CULS
tendered in the Tender Offer will be made only after the relevant
TTE Instruction has settled or (as the case may be) timely receipt
by the Receiving Agent of the CULS certificate(s) and/or other
requisite document(s) of title evidencing such CULS and any other
documents required under the Tender Offer.
6.5 If only part of a holding of CULS is sold pursuant to the
Tender Offer (whether as a result of scaling back tenders or
otherwise), then:
6.5.1 where the CULS are held in certificated form, the relevant
CULS Holder will be entitled to receive a certificate in respect of
the balance of the remaining CULS; or
6.5.2 where the CULS are held in uncertificated form (that is,
in CREST) the unsold CULS will be transferred by the Receiving
Agent by means of a TFE Instruction to the original available
balance from which those CULS came.
7 Tender Form and TTE Instruction
Each CULS Holder by whom, or on whose behalf, a Tender Form or
TTE Instruction (as applicable) is executed or submitted,
irrevocably undertakes, represents, warrants and agrees to and with
the Company (so as to bind himself, herself or itself, and his, her
or its respective personal representatives, heirs, successors and
assigns) that:
7.1 the execution and lodgement of the Tender Form or the
submission of a TTE Instruction shall constitute an offer to sell
to the Company such CULS Holder's Tender Entitlement or, if lower,
the number of CULS inserted in Box 2 of the Tender Form or
submitted in the TTE Instruction (as applicable), on and subject to
the terms and conditions set out or referred to in this document
and, once a Tender Form and/or TTE Instruction is submitted, such
offer shall be irrevocable;
7.2 such CULS Holder has full power and authority to tender,
sell, assign or transfer the CULS in respect of which such offer is
accepted (together with all rights attaching thereto) and, when the
same are purchased by the Company, the Company will acquire such
CULS with full title guarantee and free from all liens, charges,
encumbrances, equitable interests, rights of pre-emption or other
third party rights of any nature and together with all rights
attaching thereto on or after the Closing Date;
7.3 the execution and lodgement of the Tender Form will, subject
to the Tender Offer becoming unconditional, constitute the
irrevocable appointment of any director or officer of the Company
as such CULS Holder's attorney and/or agent ("attorney"), and an
irrevocable instruction to the attorney to complete and execute all
or any instruments of transfer and/or other documents at the
attorney's discretion in relation to the CULS referred to in
paragraph 7.1 above in favour of the Company or such other person
or persons as the Company may direct and to deliver such
instrument(s) of transfer and/or other document(s) at the
discretion of the attorney, together with the CULS certificate(s)
and/or other document(s) relating to such CULS, for registration
within six months of the Tender Offer becoming unconditional and to
do all such other acts and things as may in the opinion of such
attorney be necessary or expedient for the purpose of, or in
connection with, the Tender Offer and to vest such CULS in the
Company or its nominee(s) or such other person(s) as the Company
may direct;
7.4 the input of the TTE Instruction will, subject to the Tender
Offer becoming unconditional, constitute the irrevocable
appointment of the Receiving Agent as such CULS Holder's escrow
agent and an irrevocable instruction and authority to the escrow
agent, to transfer to itself and then to transfer to the Company by
means of CREST (or to such person or persons as the Company may
direct) all of the Relevant CULS (as defined below) accepted under
the Tender Offer or where there are CULS which have not been
successfully tendered under the Tender Offer, to transfer the
Relevant CULS to the original available balances from which those
CULS came. For the purposes of this paragraph 7.4, "Relevant CULS"
means CULS held in uncertificated form and in respect of which a
transfer or transfers to escrow has or have been effected pursuant
to the procedures described in these terms and conditions;
7.5 each CULS Holder agrees to ratify and confirm each and every
act or thing which may be done or effected by the Company or the
Receiving Agent (in the case of CULS tendered through CREST) or any
of their respective directors or officers or any person nominated
by the Company or the Receiving Agent (in the case of CULS tendered
through CREST) in the proper exercise of its or his or her powers
and/or authorities hereunder;
7.6 if such CULS Holder holds CULS in certificated form, he, she
or it will deliver to the Receiving Agent his, her or its CULS
certificate and/or other document(s) of title in respect of the
CULS, or an indemnity acceptable to the Company in lieu thereof, or
will procure the delivery of such document(s) to such person as
soon as possible thereafter and, in any event, by no later than
1.00 p.m. on 19 April 2023;
7.7 such CULS Holder shall do all such acts and things as shall
be necessary or expedient and execute any additional documents
deemed by the Company to be desirable, in each case to complete the
purchase of the CULS and/or to perfect any of the authorities
expressed to be given hereunder;
7.8 such CULS Holder, if an Overseas CULS Holder, (a) is not in
any Restricted Jurisdiction or in any territory in which it is
unlawful to make or accept the Tender Offer or to use the Tender
Form in any manner in which such person has used or will use it,
(b) has fully observed any applicable legal and regulatory
requirements of the territory in which such Overseas CULS Holder is
resident or located and (c) the invitation under the Tender Offer
may lawfully be made to and accepted by him, her or it under the
laws of the relevant jurisdiction;
7.9 such CULS Holder has not received or sent copies or
originals of the Tender Form to a Restricted Jurisdiction and has
not otherwise utilised in connection with the Tender Offer,
directly or indirectly, the mails or any means or instrumentality
(including, without limitation, facsimile transmission, internet,
telex and telephone) of interstate or foreign commerce, or of any
facility of a national securities exchange, of any Restricted
Jurisdiction, that the Tender Form has not been mailed or otherwise
sent in, into or from any Restricted Jurisdiction (or the TTE
Instruction has not been sent from a Restricted Jurisdiction in the
case of CULS held in uncertificated form (that is, in CREST)) and
that such CULS Holder is not accepting the Tender Offer from any
Restricted Jurisdiction;
7.10 in the case of CULS held in certificated form, the
provisions of the Tender Form shall be deemed to be incorporated
into the terms and conditions of the Tender Offer;
7.11 in the case of CULS held in certificated form, the despatch
of a cheque in respect of the Tender Price to a CULS Holder at his,
her or its respective registered addresses or such other address as
is specified in the Tender Form will constitute a complete
discharge by the Company of its obligations to make such payment to
such CULS Holders;
7.12 in the case of CULS held in uncertificated form (that is,
in CREST) the creation of a CREST payment in favour of such CULS
Holder's payment bank in accordance with the CREST payment
arrangements as referred to in paragraph 5.2.1 above will, to the
extent of the obligations so created, discharge fully any
obligation of the Company to pay to such CULS Holder the cash
consideration to which he, she or it is entitled in the Tender
Offer;
7.13 on execution, the Tender Form takes effect as a deed;
7.14 the execution of the Tender Form or the submission of a TTE
Instruction constitutes such CULS Holder's submission to the
jurisdiction of the English courts in relation to all matters
arising out of or in connection with the Tender Offer;
7.15 in the case of CULS held in uncertificated form (that is,
in CREST), if, for any reason any CULS in respect of which a TTE
Instruction has been made are, prior to 1.00 p.m. on 19 April 2023,
converted into certificated form, the tender(s) through CREST in
respect of such CULS shall cease to be valid;
7.16 if the appointment of the attorney and/or agent under
paragraph 7.3 above shall be unenforceable or invalid or shall not
operate so as to afford to the Company the benefit or authority
expressed to be given therein, the CULS Holder shall with all
practicable speed, do all such acts and things and execute all such
documents that may be required to enable the Company to secure the
full benefits of paragraph 7.3 above; and
7.17 in the case of CULS held in uncertificated form (that is in
CREST), such CULS Holder shall not take any action which would
prevent the Company or its agent(s) from cancelling the CULS to
which the TTE Instructions relate.
A reference in this paragraph 7 to a CULS Holder who holds CULS
in certificated form includes a reference to the person or persons
executing the Tender Form and, in the event of more than one person
executing the Tender Form, the provisions of this paragraph will
apply to them jointly and to each of them. Each CULS Holder to whom
this paragraph 7 applies hereby consents to the assignment by the
Company of all such benefit as the Company may have in any
covenants, representations and warranties in respect of the CULS
that are successfully tendered under the Tender Offer.
8 Additional provisions
8.1 CULS Holders (other than a Restricted CULS Holder and
certain Overseas CULS Holders) will, subject to any scaling back in
accordance with these terms and conditions, be entitled to have
accepted in the Tender Offer valid tenders to the Company up to
his, her or its Tender Entitlement. If in the Company's
determination (in its absolute discretion) Box 2 of any Tender Form
has not been validly completed in respect of the number of CULS to
be tendered (in integral multiples of GBP5,000 nominal), provided
that that Tender Form is otherwise in order and accompanied by all
other relevant documents, the relevant CULS Holders may be deemed
to have tendered such amounts of CULS as equal to their respective
Tender Entitlements.
8.2 CULS sold by CULS Holders pursuant to the Tender Offer will
be acquired with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, rights of pre-emption
or other third-party rights of any nature and together with all
rights attaching thereto on or after the Closing Date.
8.3 Each CULS Holder who tenders or procures the tender of CULS
will thereby be deemed to have agreed that, in consideration of the
Company agreeing to process his, her or its tender, such CULS
Holder will not revoke his, her or its tender or withdraw his, her
or its CULS. CULS Holders should note that once tendered, CULS may
not be sold, transferred, charged or otherwise disposed of.
8.4 Any omission to despatch this document or any Tender Form or
any notice required to be despatched under the terms of the Tender
Offer to, or any failure to receive the same by, any person
entitled to participate in the Tender Offer shall not invalidate
the Tender Offer in any way or create any implication that the
Tender Offer has not been made to any such person.
8.5 No acknowledgement of receipt of any Tender Form, TTE
Instruction and/or other document(s) of title will be given. All
communications, notices, certificates, documents of title and
remittances to be delivered by or sent to or from CULS Holders (or
their designated agents) will be delivered by or sent to or from
such CULS Holders (or their designated agents) at their own
risk.
8.6 Subject to paragraph 10 below, all tenders in relation to
certificated holders must be made on a Tender Form, fully completed
in accordance with the instructions set out thereon which
constitute part of the terms and conditions of the Tender Offer
and, for uncertificated holders, a TTE Instruction must be
submitted in accordance with the instructions provided in paragraph
5.2 above. A Tender Form or TTE Instruction will only be valid when
the procedures contained in the terms and conditions of the Tender
Offer and in the Tender Form (as applicable) are complied with. The
Tender Offer will be governed by and construed in accordance with
English law. Delivery or posting of a Tender Form or the
transmission of a TTE Instruction in CREST as applicable, will
constitute submission to the jurisdiction of the English courts in
respect of all matters arising out of or in connection with the
Tender Offer (including the Tender Form or the transmission of a
TTE Instruction in CREST).
8.7 If the Tender Offer does not become unconditional, is
terminated or lapses, all documents lodged pursuant to the Tender
Offer will be returned promptly by post, within 14 Business Days of
the Tender Offer terminating or lapsing, to the person or agent
whose name and address is set out in Box 4 of the Tender Form or,
if none is set out, to the registered address of the tendering CULS
Holder shown in Box 1 of the Tender Form or, in the case of joint
holders, the address of the CULS Holder first named in the CULS
Register. In the case of CULS held in uncertificated form, Link
Group in its capacity as the escrow agent will, within 14 Business
Days of the Tender Offer terminating or lapsing, give instructions
to Euroclear to transfer all CULS held in escrow balances and in
relation to which it is the escrow agent for the purposes of the
Tender Offer by TFE Instruction to the original available balances
from which those CULS came. In any of these circumstances, Tender
Forms and TTE Instructions will cease to have any effect.
8.8 The instructions, terms, provisions and authorities
contained in or deemed to be incorporated in the Tender Form shall
constitute part of the terms of the Tender Offer. The definitions
set out in this document apply to the terms and conditions of the
Tender Offer, including the Tender Form.
8.9 Subject to paragraph 11 below, the Tender Offer is open to
those CULS Holders whose names appeared on the CULS Register at
6.00 p.m. on the Record Date. Unless the Tender Offer is extended
in accordance with paragraph 10.1 below, the Tender Offer will
close at 1.00 p.m. on 19 April 2023. Subject to paragraph 10.7
below, no Tender Form, CULS certificate(s) and/or other document(s)
of title or indemnity or TTE Instruction received after that time
will be accepted.
8.10 All documents and remittances despatched to or from CULS
Holders or their appointed agents in connection with the Tender
Offer will be despatched at the CULS Holder's own risk and no
acknowledgement will be issued in respect of receipt of Tender
Forms.
8.11 Further copies of this document and copies of the Tender
Form may be obtained on request from the Receiving Agent.
9 Termination of the Tender Offer
9.1 If at any time prior to effecting the purchase of any CULS
tendered pursuant to the Tender Offer, (i) the Company (acting
through the Directors) determines in its absolute discretion that
the Tender Offer would no longer be in the interests of the Company
and/or CULS Holders; or (ii) in the Company's determination, as a
result of any change in national or international financial,
economic, political or market conditions, it has become either
impractical or inappropriate for the Company to dispose of its
investments or the costs of the Tender Offer (including without
limitation the costs of the realisation of assets to fund the
Tender Offer) have otherwise become prohibitive; or (iii) in the
Directors' determination, the completion of the purchase of CULS
tendered pursuant to the Tender Offer could have unexpected adverse
fiscal or other consequences (whether by reason of a change in
legislation or practice or otherwise) for the Company or its CULS
Holders if the Tender Offer were to proceed, the Company shall be
entitled to terminate the Tender Offer at its absolute
discretion.
9.2 If the Tender Offer is terminated, the Company will make an
announcement through a Regulatory Information Service that such is
the case and the Tender Offer shall cease and determine absolutely,
without any liability on the part of the Company.
10 Miscellaneous
10.1 The Company reserves the right, at any time prior to the
announcement of the results of the Tender Offer to extend the
period during which the Tender Offer is open and/or otherwise to
amend the times and dates referred to in this document. In the
event that the Company extends the period during which the Tender
Offer is open, any references to the date on which the Tender Offer
shall close, and to the time and date by which Tender Forms should
be returned or relevant TTE instructions made, shall mean the
latest time and date at which the Tender Offer applicable to CULS,
as so extended, shall close and the corresponding deadlines for the
return of Tender Forms and the making of TTE instructions.
10.2 The Company reserves the right, at any time prior to the
announcement of the results of the Tender Offer to amend the terms
and conditions of the Tender Offer in order to comply with any
applicable rules and regulations or otherwise to make such
non-material modifications or additions as the Company may from
time to time determine.
10.3 The Company shall notify CULS Holders of any extension of
the Tender Offer, any variation to the terms of the Tender Offer or
the termination of the Tender Offer, made in accordance with these
terms and conditions, promptly by public announcement. The Company
will make such announcement through a Regulatory Information
Service not later than 8.00 a.m. (UK time) on the Business Day
after such occurrence. References to the making of an announcement
by the Company includes the release of an announcement on behalf of
the Company to the press and delivery of, or telephone or facsimile
or other electronic transmission of, such announcement to a
Regulatory Information Service.
10.4 CULS purchased pursuant to the Tender Offer will be cancelled.
10.5 The expenses of the Tender Offer will be borne by the Company.
10.6 Except as contained in this document, no person has been
authorised to give any information or make any representations with
respect to the Company or the Tender Offer and, if given or made,
such other information or representations should not be relied on
as having been authorised by the Company. Under no circumstances
should the delivery of this document or the delivery of any
consideration pursuant to the Tender Offer create any implication
that there has been no change in the assets, properties, business
or affairs of the Company since the date of this document.
10.7 The Company reserves the absolute right to inspect (either
itself or through its agents or through the Receiving Agent) all
Tender Forms and TTE Instructions and may consider void and reject
any tender that does not in the Company's sole judgement meet the
requirements of the Tender Offer. The Company also reserves the
absolute right to waive any defect or irregularity in the tender of
any CULS, including any Tender Form (in whole or in part) which is
not entirely in order or which is not accompanied by (in the case
of CULS held in uncertificated form) the relevant TTE Instruction
or (in the case of CULS held in certificated form), the related
CULS certificate(s) and/or other document(s) of title or an
indemnity acceptable to the Company in lieu thereof. However, in
that event, the consideration payable under the Tender Offer for
successfully tendered CULS held in certificated form will only be
despatched when the relevant Tender Form is entirely in order and
the relevant CULS certificate and/or other document(s) of title or
indemnities satisfactory to the Company has/have been received.
None of the Company, the Receiving Agent or any other person will
be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to
give any such notification.
10.8 The provisions of the Contracts (Rights of Third Parties)
Act 1999 do not apply to the Tender Offer.
11 Restricted CULS Holders and Overseas CULS Holders
11.1 The provisions of this paragraph 11 and any other terms of
the Tender Offer relating to Restricted CULS Holders may be waived,
varied or modified as regards specific CULS Holders or on a general
basis by the Company but only if the Company is satisfied that such
a waiver, variance or modification will not constitute or give rise
to a breach of applicable securities or other laws.
11.2 Overseas CULS Holders should inform themselves about and
observe any applicable legal requirements. It is the responsibility
of any such Overseas CULS Holder wishing to tender CULS to satisfy
himself, herself or itself as to the full observance of the laws of
the relevant jurisdiction in connection herewith, the compliance
with other necessary formalities and the payment of any transfer or
other taxes or other requisite payments due in such jurisdiction.
Any such Overseas CULS Holders will be responsible for the payment
of any such transfer or other taxes or other requisite payments due
by whomsoever payable and the Company and any person acting on its
behalf shall be fully indemnified and held harmless by such
Overseas CULS Holder for any such transfer or other taxes or other
requisite payments such person may be required to pay. No steps
have been taken to qualify the Tender Offer or to authorise the
extending of the Tender Offer or the distribution of the Tender
Forms in any territory outside the United Kingdom.
11.3 The Tender Offer is not being made to Restricted CULS
Holders. Restricted CULS Holders are being excluded from the Tender
Offer in order to avoid breaching applicable local laws relating to
the implementation of the Tender Offer. Accordingly, copies of the
Tender Form are not being and must not be mailed or otherwise
distributed into a Restricted Jurisdiction, including to CULS
Holders with registered addresses in Restricted Jurisdictions, or
to persons whom the Company knows to be custodians, nominees or
trustees holding CULS for persons in Restricted Jurisdictions.
Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute or send
them in or into a Restricted Jurisdiction or use such mails or any
such means, instrumentality or facility in connection with the
Tender Offer, as so doing will render invalid any related purported
acceptance of the Tender Offer. Persons wishing to accept the
Tender Offer should not use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
relating to acceptance of the Tender Offer. Envelopes containing
Tender Forms should not be postmarked from a Restricted
Jurisdiction or otherwise despatched to a Restricted Jurisdiction
and accepting CULS Holders must not provide Restricted Jurisdiction
addresses for the remittance of cash or return of Tender Forms.
11.4 A CULS Holder will be deemed not to have made a valid tender if:
11.4.1 such CULS Holder is unable to make the representations
and warranties set out in paragraphs 7.8 and 7.9 above; or
11.4.2 such CULS Holder inserts in Box 4 of the Tender Form the
name and address of a person or agent in a Restricted Jurisdiction
to whom he, she or it wishes the consideration to which such CULS
Holder is entitled in the Tender Offer to be sent; or
11.4.3 the Tender Form received from him, her or it is in an
envelope postmarked in, or which otherwise appears to the Company
or its agents to have been sent from, a Restricted Jurisdiction.
The Company reserves the right, in its absolute discretion, to
investigate, in relation to any acceptance, whether the
representations and warranties referred to in paragraphs 7.8 and
7.9 above given by any CULS Holder are correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representations and warranties are not
correct, such acceptance shall not be valid.
11.5 If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards this document, the Tender Form or any related offering
documents in or into a Restricted Jurisdiction or uses the mails
of, or any means or instrumentality (including, without limitation,
facsimile transmission, telex, internet and telephone) of
interstate or foreign commerce of, or any facility of a national
securities exchange in, a Restricted Jurisdiction in connection
with such forwarding, such person should:
11.5.1 inform the recipient of such fact;
11.5.2 explain to the recipient that such action may invalidate
any purported acceptance by the recipient; and
11.5.3 draw the attention of the recipient to this paragraph 11.
11.6 If you are in any doubt about your position, you should
consult your professional adviser in the relevant territory.
11.7 The provisions of this paragraph 11 supersede any terms of
the Tender Offer inconsistent herewith.
11.8 Overseas CULS Holders (who are not Restricted CULS Holders)
should inform themselves about and observe any applicable legal or
regulatory requirements. The comments set out in this document are
intended as a general guide only and CULS Holders who are in any
doubt about their position should consult their professional
adviser in the relevant territory.
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END
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