TIDMASLI
RNS Number : 7129R
Aberdeen Standard Eur Lgstc Inc PLC
10 March 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION
10 March 2021
Aberdeen Standard European Logistics Income PLC
LEI: 213800I9IYIKKNRT3G50
Proposed Placing
The Board of Aberdeen Standard European Logistics Income PLC
(the "Company" or "ASLI") is pleased to announce that it proposes
to raise additional equity capital through the issue of new
ordinary shares in the capital of the Company ("New Ordinary
Shares") by way of a non-pre-emptive Issue (the "Issue").
As noted in the unaudited 31 December 2020 net asset value
announcement of 24 February 2021, the Company expects to complete
shortly the acquisition of a recently constructed 31,500 square
metre warehouse in Poland, for approximately EUR28 million,
reflecting a net initial yield of 5.5%. This will represent the
Company's fifteenth asset and result in a portfolio valuation of
over EUR450 million [1] .
Given the above, and in light of the attractive pipeline of
investment opportunities that the Investment Manager is continuing
to evaluate, the Board believes that it is an appropriate point at
which to seek to raise money through the issue of New Ordinary
Shares.
Details of the Issue and expected timetable
Under the terms of the Issue, the Company intends to issue up to
18.45 million New Ordinary Shares, representing the total remaining
authority granted by Shareholders at the Annual General Meeting of
the Company held on 30 June 2020.
The Issue will be non-pre-emptive and will be launched
immediately following this announcement, when Investec will
commence a book-building process to determine the level of demand
from potential investors for participation in the Issue. The number
of New Ordinary Shares to be issued and the price per New Ordinary
Share (the "Strike Price") will be agreed between Investec and the
Company following close of the book-build at noon on Friday 12
March 2021 and announced shortly thereafter.
The New Ordinary Shares are not being offered at a fixed price.
To bid in the book-build, investors should communicate their bid
(or bids) by telephone to their usual sales contact at Investec
Bank plc ("Investec"). Each bid should state the number of New
Ordinary Shares for which the prospective investor wishes to
subscribe and the price or price range that the prospective
investor is offering to pay; any bid price must be in Sterling for
a full pence or half pence amount. The Strike Price will be in
excess of the Company's latest net asset value per ordinary share
plus the costs of the Issue, applying the Sterling/Euro exchange
rate quoted below.
By way of information, on 24 February 2021, the Company
announced its unaudited net asset value per ordinary share as at 31
December 2020, being 120.1 Euro cents. Applying a Sterling/Euro
exchange rate of EUR1.166/GBP1 as at 9 March 2021, the net asset
value per ordinary share in Sterling terms equals 103.0 pence per
ordinary share. The closing market price of the Company's ordinary
shares on 9 March 2021 was 113.0 pence. For the avoidance of doubt,
the New Ordinary Shares to be issued will not qualify for the
fourth quarterly dividend of 1.41 Euro cents declared on 24
February 2021, to be paid to ordinary shareholders on the register
on 5 March 2021.
The book-building process is expected to close at 12.00 noon
(London time) on Friday 12 March 2021 but may close earlier or
later at the discretion of the Company and Investec. Investec may,
in agreement with the Company, accept bids that are received after
the book-building has closed.
In addition, the Company is providing private investors, who are
either professionally advised or financially sophisticated, with an
opportunity to participate in the Issue, via PrimaryBid (the
"PrimaryBid Offer"). A separate announcement will be made shortly
regarding the PrimaryBid Offer and its terms.
By choosing to participate in the Issue and by making an oral
and legally binding offer to subscribe for New Ordinary Shares,
investors will be deemed to have read and understood this
Announcement, including Appendix 1, and any subsequent announcement
related to the Issue in its entirety and to be making such offer on
the terms and subject to the conditions set out in the Appendix,
and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Application for Admission
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the "Main Market"), (together, "Admission"). It is
expected that Admission will become effective, and that dealings in
the New Ordinary Shares on the Main Market will commence, on or
around 16 March 2021.
Expected Timetable
Issue opens 10 March 2021
Latest time and date for 12.00 noon on Friday 12 March
applications under the 2021
Issue
------------------------------
Results of the Issue announced 2.00 p.m. on Friday 12 March
2021
------------------------------
Admission and commencement 8.00 a.m. on Tuesday 16 March
of dealings in New Ordinary 2021
Shares
------------------------------
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Investec)
bring forward or postpone the closing time and date for the Issue.
In the event that a date or time is changed, the Company will
notify persons who have applied for New Ordinary Shares by
electronic mail or by the publication of a notice through a
Regulatory Information Service. References to times are to London
times unless otherwise stated.
The ticker for the Company's ordinary shares is ASLI. The ISIN
for the Company's ordinary shares is GB00BD9PXH49 and the SEDOL is
BD9PXH4.
The Company currently has 244,500,001 ordinary shares in issue.
The Company holds no shares in treasury. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Investors should note that the Company's net asset value for the
period ended 31 December 2020 has not been audited.
The information contained in this announcement constitutes
inside information. The person responsible for the release of this
announcement on behalf of the Company is Aberdeen Asset Management
PLC.
[1] Using the 31 December 2020 unaudited NAV plus the expected
acquisition value of the fifteenth asset
For further information please contact:
Aberdeen Asset Management PLC +44 (0) 20 7463 6000
Luke Mason
Gary Jones
Investec Bank plc +44 (0) 20 7597 4000
Dominic Waters
Neil Brierley
Will Barnett
David Yovichic
Denis Flanagan
FTI Consulting +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
James McEwan
Important Notices
THIS ANNOUNCEMENT (INCLUDING THE APPIX TO THIS ANNOUNCEMENT (THE
"APPIX")) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER,
THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the New Ordinary Shares will not be entitled to
the benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the New Ordinary
Shares may be made except under circumstances that will not result
in the Company being required to register as an investment company
under the Investment Company Act.
This communication is not addressed to, or directed at, persons
in member states of the European Economic Area. In the United
Kingdom, this communication is being distributed only to, and is
directed only at, "qualified investors" (as defined in the UK
version of the Prospectus Regulation, which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended from
time to time)): (i) who have professional experience in matters
relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) who are high net worth companies,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order, and (iii)
other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant
persons"). Any investment or investment activity to which this
communication relates is available only to and will only be engaged
in with such persons. This communication must not be acted on or
relied on in the United Kingdom by persons who are not relevant
persons.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Investment
Manager, Investec or any of their affiliates or by any of their
respective officers, employees or agents in relation to it. No
reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, the Investment Manager, Investec and their
affiliates and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this
announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulatory
Authority, is acting for the Company and no one else in connection
with the Issue, and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Investec or for affording advice in relation to any transaction or
arrangement referred to in this announcement. This announcement
does not constitute any form of financial opinion or recommendation
on the part of Investec or any of its affiliates and is not
intended to be an offer, or the solicitation of any offer, to buy
or sell any securities.
In accordance with the UK version of the Packaged Retail and
Insurance-based Investment Products Regulation (EU) No 1286/2014
which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time), the Key
Information Document relating to the Company is available to
investors at www.eurologisticsincome.co.uk .
Appendix
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ISSUE
(AS DEFINED BELOW). THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND
THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS IN THE UNITED KINGDOM: (A) WHO ARE QUALIFIED
INVESTORS PURSUANT TO THE UK VERSION OF REGULATION (EU) 2017/1129
OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON
THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE
PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AND REPEALING
DIRECTIVE 2003/71/EC, WHICH IS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED BY THE PROSPECTUS
(AMMENT, ETC) (EU EXIT) REGULATIONS 2019 ("QUALIFIED INVESTORS"),
(B) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX 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 (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY (AS DEFINED BELOW).
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE NEW ORDINARY SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT
BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, 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. THERE WILL BE NO PUBLIC
OFFER OF THE NEW ORDINARY SHARES IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE NEW
ORDINARY SHARES.
Terms used but not otherwise defined in this Appendix to the
Announcement have the meaning attributed to them in the
Announcement (including the "Important Notices" section of the
Announcement) unless the context otherwise requires.
Persons who are invited to and who choose to participate in the
Issue (the "Issue") of the New Ordinary Shares by making an oral or
written offer to acquire New Ordinary Shares (including any
individuals, funds or others on whose behalf a commitment to
acquire New Ordinary Shares is given) ("Placees") will be deemed to
have read and understood this Announcement in its entirety and to
be making such offer on the terms and conditions, and to be
providing (and shall only be permitted to participate in the Issue
on the basis that they have provided) the representations,
warranties, indemnities, acknowledgements, undertakings and
agreements, contained in this Appendix. In particular, each such
Placee represents, warrants, acknowledges and agrees to each of
Aberdeen Standard European Logistics Income Plc (the "Company") and
Investec Bank plc ("Investec") that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business;
2. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for New Ordinary
Shares under the Issue and will not be any such person on the date
any such agreement to subscribe under the Issue is accepted;
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties,
indemnities, acknowledgments, undertakings and agreements contained
in this Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix);
5. it understands that the New Ordinary Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S of
the Securities Act ("Regulation S")) except pursuant to an
exemption from the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States;
6. it and the person(s), if any, for whose account or benefit it
is acquiring the New Ordinary Shares are (a)(i) outside the United
States and will be outside the United States at the time the New
Ordinary Shares are acquired by it and (ii) not a US Person and are
acquiring the New Ordinary Shares in an "offshore transaction"
within the meaning of Regulation S and are not acquiring the New
Ordinary Shares for the account or benefit of a US Person; and
7. unless the Company expressly consents otherwise in writing,
no portion of the assets used to purchase, and no portion of the
assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of: (a)
an "employee benefit plan" as defined in Section 3(3) of the United
States Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (b) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to Section 4975 of the
US Tax Code; or (c) an entity which is deemed to hold the assets of
any of the foregoing types of plans, accounts or arrangements that
is subject to Title I of ERISA or Section 4975 of the US Tax Code.
In addition, if a Placee is a governmental, church, non-US or other
employee benefit plan that is subject to any federal, state, local
or non-US law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the US Tax Code, its purchase,
holding, and disposition of the New Ordinary Shares must not
constitute or result in a non-exempt violation of any such
substantially similar law;
8. if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form, then such
certificates evidencing ownership will contain a legend
substantially to the following effect, unless otherwise determined
by the Company in accordance with applicable law:
"ABERDEEN STANDARD EUROPEAN LOGISTICS INCOME PLC (THE "COMPANY")
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT
COMPANY ACT OF 1940, AS AMED. IN ADDITION, THE SECURITIES OF THE
COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED, OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.";
9. if in the future the Placee decides to offer, sell, transfer,
assign or otherwise dispose of its New Ordinary Shares, it will do
so only in compliance with an exemption from the registration
requirements of the Securities Act and under circumstances which
will not require the Company to register under the US Investment
Company Act of 1940 (as amended) (the "US Investment Company Act").
It acknowledges that any sale, transfer, assignment, pledge or
other disposal made other than in compliance with such laws and the
above stated restrictions will be subject to the compulsory
transfer provisions as provided in the articles of association of
the Company;
10. it is purchasing the New Ordinary Shares for its own account
or for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the New Ordinary Shares in any manner that would
violate the Securities Act, the US Investment Company Act or any
other applicable securities laws;
11. it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under US federal
securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under US securities laws to transfer such
New Ordinary Shares or interests in accordance with the articles of
association of the Company;
12. it acknowledges and understands that the Company is required
to comply with UK law and regulation implementing various
intergovernmental agreements relating to the automatic exchange of
information for international tax compliance ("Exchange of
Information Requirements"). It agrees to furnish any information
and documents, which the Company may from time to time request for
the purpose of compliance with the Exchange of Information
Requirements and it further consents to allowing and authorising
the Company to disclose and supply any information, forms or
documentation to HM Revenue & Customs (who may, if required, in
turn pass it on to the tax authorities of any other relevant
jurisdiction) and, to the extent relevant it shall procure that the
beneficial owner of the New Ordinary Shares provides such consent
and authorisation to the Company in respect of any such information
forms or documents relating to it; and
13. the Company and Investec will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Issue or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
No representation is made by the Company or Investec to any
Placees regarding an investment in the New Ordinary Shares.
Bookbuild
Investec will today commence the bookbuilding process in respect
of the Issue (the "Bookbuild") to determine demand for
participation in the Issue by Placees. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Issue. No commissions will be paid to Placees or by Placees
in respect of any New Ordinary Shares. Members of the public are
not entitled to participate in the Issue.
Investec and the Company shall be entitled to effect the Issue
by such alternative method to the Bookbuild as they may, in their
absolute discretion, determine.
Details of the New Ordinary Shares
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the New Ordinary
Shares.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the New Ordinary Shares to listing on
the premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the New Ordinary Shares to
trading on the premium segment of the main market for listed
securities of the London Stock Exchange (the "Main Market")
(together, "Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 16 March 2021 and that dealings in the New Ordinary
Shares will commence at that time.
Participation in, and principal terms of, the Issue
1. Investec is acting as the bookrunner and agent of the Company
in connection with the Issue.
2. Participation in the Issue will only be available to persons
who may lawfully be, and are, invited to participate by Investec.
Investec and its agents and affiliates are entitled to enter bids
in the Bookbuild as principal.
3. The final number of New Ordinary Shares will be determined by
Investec (but after consultation with the Company) following
completion of the Bookbuild. The number of New Ordinary Shares will
be announced on a FCA-listed regulatory information service (a
"Regulatory Information Service") following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Investec. Each bid should state the number of New
Ordinary Shares which the prospective Placee wishes to subscribe
for at the Strike Price. Bids may be scaled down by Investec on the
basis referred to in paragraph 11 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with
Investec's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations
will be owed to the Company and Investec. Each Placee will also
have an immediate, separate, irrevocable and binding obligation,
owed to Investec as agent of the Company, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Strike Price and the number of New
Ordinary Shares such Placee has agreed to subscribe for and the
Company has agreed to allot to them.
6. The Bookbuild is expected to close at 12.00 noon on 12 March
2021, but may be closed earlier or later at the absolute discretion
of Investec. Investec may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
Investec in its absolute discretion (but after consultation with
the Company) and will be confirmed orally or in writing by Investec
(as agent of the Company) following the close of the Bookbuild.
This confirmation to such Placee will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) in favour of Investec and the Company to subscribe
for the number of New Ordinary Shares allocated to it at the Strike
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association and each
Placee will be deemed to have read and understood this Announcement
(including this Appendix) in its entirety.
8. All obligations under the Bookbuild and Issue will be subject
to fulfilment or, where applicable, waiver of the conditions
referred to below under "Conditions of the Issue".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Issue will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by Investec. The terms of this Appendix will be deemed
incorporated by reference therein.
11. Subject to paragraphs 5 and 6 above, Investec may choose to
accept bids, either in whole or in part, on the basis of
allocations determined by Investec, in its absolute discretion, but
after consultation with the Company and may scale down any bids for
this purpose on such basis as they may determine. Investec may
also, notwithstanding paragraphs 5 and 6 above, (i) allocate New
Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate New
Ordinary Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company reserves the right
(upon agreement with Investec) to reduce or seek to increase the
amount to be raised pursuant to the Issue.
12. Except as required by law or regulation, no press release or
other announcement will be made by Investec or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Issue is confirmed, settlement for all New Ordinary
Shares to be subscribed for pursuant to the Issue will be required
to be made at the same time, on the basis explained below under
"Registration and settlement".
14. To the fullest extent permissible by law, neither Investec
nor the Company or any of their respective affiliates or any of
their respective agents, directors, officers, employees or advisers
(collectively, "Representatives") shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Investec,
the Company, or any of their respective affiliates or any of their
respective Representatives shall have any responsibility or
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Issue as Investec and the
Company may agree.
Conditions of the Issue
The obligations of Investec under the Issue in respect of the
New Ordinary Shares are conditional on, inter alia:
15. Admission occurring not later than 8.00 a.m. on 16 March
2021 (or such later date and time as may be agreed between the
Company and Investec);
16. there not having occurred or arisen prior to Admission any
material new factor, mistake or inaccuracy relating to the
information included in this Announcement;
17. the Company allotting, subject only to Admission, the New Ordinary Shares; and
Investec has discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their
satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If any of the conditions described above are not fulfilled (or,
where permitted, waived or extended by Investec) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as Investec
may agree) the Issue will not proceed and the Placees' rights and
obligations hereunder in relation to the New Ordinary Shares shall
cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Neither Investec nor any of its affiliates nor any of its
Representatives shall have any responsibility or liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Issue nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Issue generally, and by participating in the Issue each
Placee agrees that any such decision is in the absolute discretion
of Investec.
No prospectus
No offering document or prospectus has been or will be prepared
or submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Issue and no such prospectus is required (in accordance with the
Prospectus Regulation (as defined below)) to be published. Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Issue and the New Ordinary Shares
based on information contained in this Announcement (including this
Appendix) 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 contract note or
trade confirmation to be provided to individual prospective
Placees. Each Placee, by accepting a participation in the Issue,
agrees that the content of this Announcement and all other publicly
available information previously and simultaneously released by or
on behalf of the Company is exclusively the responsibility of the
Company and has not be independently verified by Investec. Each
Placee, by accepting a participation in the Issue, further confirms
that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, Investec or any other person and neither Investec nor the
Company nor
any of their respective affiliates nor any of their respective
Representatives will be liable for any Placee's decision to
participate in the Issue based on any other information,
representation, warranty or statement which the Placee 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
Issue. Nothing in this paragraph shall exclude or limit the
liability of any person for fraud or fraudulent misrepresentation
by that person. In this Appendix references to "Prospectus
Regulation" shall mean UK version of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended by The Prospectus
(Amendment, etc) (EU Exit) Regulations 2019.
Registration and settlement
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BD9PXH49) following Admission will take place within the CREST
system, subject to certain exceptions. Investec and the Company
reserve the right to require settlement for and delivery of the New
Ordinary Shares (or a portion thereof) to Placees in certificated
form or by such other means that they deem necessary if delivery or
settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated New
Ordinary Shares in the Issue will be sent a contract note or trade
confirmation stating the number of New Ordinary Shares to be
allocated to it at the Strike Price and settlement instructions. It
is expected that any such contract note will be despatched on or
around 12 March 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Investec.
The Company will deliver the New Ordinary Shares to a CREST
account operated by Investec as agent for the Company and Investec
will enter its delivery instruction into the CREST system. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant New Ordinary Shares to
that Placee against payment.
It is expected that settlement will be on 16 March 2021 and on a
delivery versus payment basis in accordance with the instructions
given to Investec.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Investec may sell any or all of the New Ordinary
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the account and benefit of Investec, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee 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 or other
similar taxes (together with any interest or penalties thereon)
imposed in any jurisdiction which may arise upon the sale of such
New Ordinary Shares on such Placee's behalf. By communicating a bid
for New Ordinary Shares, each Placee confers on Investec all such
authorities and powers necessary to carry out any such transaction
and agrees to ratify and confirm all actions which Investec
lawfully takes on such Placee's behalf.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as New Ordinary 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 New Ordinary Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the New
Ordinary Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer New Ordinary Shares), neither
Investec nor the Company shall be responsible for the payment
thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Issue.
Representations and warranties
By submitting a bid and/or participating in the Issue, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Investec and the
Company, in each case as a fundamental term of its application for
New Ordinary Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Issue and its acquisition of New Ordinary Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate this
Announcement 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 Bookbuild, the Issue, the Company, the New Ordinary
Shares or otherwise;
2. no offering document or prospectus has been or will be
prepared in connection with the Issue or is required under the
Prospectus Regulation and it has not received and will not receive
a prospectus or other offering document in connection with
Admission, the Bookbuild, the Issue, the Company or the New
Ordinary Shares;
3. the Issue does not constitute a recommendation or financial
product advice and Investec have not had regard to its particular
objectives, financial situation and needs;
4. it has neither received nor relied on any "inside
information" as defined in the UK version of Regulation (EU) No
596/2014 of the European Parliament and of the Council on 16 April
2014 on market abuse, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR") concerning the Company
or its shares or other securities or related financial instruments
in accepting its invitation to participate in the Issue;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire New Ordinary
Shares and to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. neither Investec nor the Company nor 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 regarding the New Ordinary Shares or
the Company or any other person other than this Announcement, nor
has it requested any of Investec, the Company or any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such material;
7. (i) it has made its own assessment of the Company, the New
Ordinary Shares and the terms of the Issue based on this
Announcement 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 (the "Publicly Available
Information"); (ii) the Ordinary Shares are admitted to listing on
the Official List and admitted to trading on the Main Market and
the Company is therefore required to publish certain business and
financial information in accordance with the rules of the FCA and
the rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Issue and the New Ordinary Shares,
as well as the opportunity to ask questions) concerning the
Company, the Issue and the New Ordinary Shares as it has deemed
necessary in connection with its own investment decision to acquire
any of the New Ordinary Shares and has satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Issue;
8. (i) neither the Company nor Investec nor any of their
respective affiliates has made any warranties or representations to
it, express or implied, with respect to the Company, the Issue and
the New Ordinary Shares or the accuracy, completeness or adequacy
of the Publicly Available Information or the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof; and (ii) it will not hold Investec or any of their
respective affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that none of Investec nor any of
its affiliates nor any of its Representatives nor any person acting
on its behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Issue based on any
information, representation or statement contained in this
Announcement or 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 acquire the New Ordinary Shares is contained in this
Announcement and any Publicly Available Information including
(without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an
investment decision in respect of the New Ordinary Shares and that
it has neither received nor relied on any other information given,
investigation made or representations, warranties or statements
made by either of Investec or the Company or any of their
respective affiliates or any of their respective Representatives or
any person acting on their behalf and neither Investec nor the
Company nor any of their respective affiliates nor any of their
respective Representatives will be liable for any Placee's decision
to accept an invitation to participate in the Issue based on any
other information, representation, warranty or statement;
10. in making any decision to take up New Ordinary Shares, it
has such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the New Ordinary Shares. It further
confirms that it is experienced in investing in securities of a
similar nature to the Ordinary Shares and in the sector in which
the Company operates 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 Issue. It
further confirms that it has relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Issue, including the merits and risks involved,
and not upon any view expressed or information provided by or on
behalf of Investec;
11. (i) it and each account it represents is not and, at the
time the New Ordinary Shares are acquired, will not be, a resident
of Australia, Canada, the Republic of South Africa, Japan or any
other jurisdiction in which it is unlawful to make or accept an
offer to acquire the New Ordinary Shares, and it and each account
it represents is either (a) outside the United States and will be
outside the United States at the time the New Ordinary Shares are
acquired by it and (b) acquiring the New Ordinary Shares in an
"offshore transaction" within the meaning of Regulation S; (ii) it
is not acquiring any of the New Ordinary Shares as a result of any
form of "directed selling efforts" within the meaning of Regulation
S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities
Act;
12. it understands, and each account it represents has been
advised, that the New Ordinary Shares have not been and will not be
registered or qualified for distribution by way of a prospectus
under the securities legislation of the United States, Australia,
Canada, the Republic of South Africa, Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
distributed or delivered or transferred, directly or indirectly,
within or into those jurisdictions;
13. it understands, and each account it represents has been
advised that, (i) the New Ordinary Shares have not been and will
not be registered under the Securities Act or with any regulatory
authority of any other state or other jurisdiction of the United
States; (ii) the New Ordinary Shares are being offered and sold
only in "offshore transactions" within the meaning of and pursuant
to Regulation S under the Securities Act; and (iii) the New
Ordinary Shares may only be reoffered or resold in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and no representation has been made as to the
availability of any exemption under the Securities Act or any
relevant state or other jurisdiction's securities laws for the
reoffer, resale, pledge or transfer of the New Ordinary Shares;
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Issue (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Australia, Canada the Republic of South Africa or
Japan;
15. if it is a pension fund or investment company, its
acquisition of New Ordinary Shares is in full compliance with
applicable laws and regulations;
16. neither it, nor the person specified by it for registration
as holder of New Ordinary Shares is, or is acting as nominee or
agent for, and the New Ordinary Shares will not be allotted to, a
person who is or may be liable to stamp duty or stamp duty reserve
tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services);
17. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and any delegating acts, implementing acts,
technical standards and guidelines thereunder, and in connection
with money laundering and terrorist financing, under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and 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 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;
18. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation: (a) any New Ordinary
Shares acquired by it in the Issue 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 or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of
Investec has been given to each such proposed offer or resale; or
(b) where New Ordinary Shares will be acquired by it on behalf of
persons in the United Kingdom other than Relevant Persons, the
offer of those New Ordinary Shares will not be treated under the
Prospectus Regulation as having been made to such persons;
19. it is not in a member state of the EEA;
20. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a Qualified Investor and (b) falls within Article
19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any New Ordinary Shares that are allocated to it for the purposes
of its business only;
21. 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 the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
22. 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 New Ordinary Shares in, from
or otherwise involving, the United Kingdom;
23. that no action has been or will be taken by either the
Company or Investec or any person acting on behalf of the Company
or Investec that would, or is intended to, permit a public offer of
the New Ordinary Shares in any country or jurisdiction where any
such action for that purpose is required;
24. it is acting as principal only in respect of the Issue or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company and/or Investec for the performance of all its
obligations as a Placee in respect of the Issue (regardless of the
fact that it is acting for another person);
25. it and any person acting on its behalf is entitled to
acquire the New Ordinary Shares under the laws of all relevant
jurisdictions which apply to it and 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 Investec, the Company or any of their respective
affiliates or any of their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction
in connection with the Issue;
26. it (and any person acting on its behalf) has the funds
available to pay for, and has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the Issue 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 Announcement) and will honour such obligations;
27. it (and any person acting on its behalf) will make payment
for the New Ordinary Shares allocated to it in accordance with the
terms and conditions of this Announcement (including this Appendix)
on the due time and date set out herein, failing which the relevant
New Ordinary Shares may be placed with other persons or sold as
Investec may in its absolute discretion determine and without
liability to such Placee, and it will remain liable for any amount
by which the net proceeds of such sale falls short of the product
of the Strike Price and the number of New Ordinary Shares allocated
to it and may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's New
Ordinary Shares on its behalf;
28. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares which it will be
entitled, and required, to acquire, and that Investec or the
Company may call upon it to acquire a lower number of New Ordinary
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. neither Investec nor any of its affiliates nor any of its
Representatives nor any person acting on behalf of any of them, are
making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection
with the Issue and participation in the Issue is on the basis that
it is not and will not be a client of Investec and Investec has no
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for giving
advice in relation to the Issue;
30. the person whom it specifies for registration as holder of
the New Ordinary Shares will be (i) itself; or (ii) its nominee, as
the case may be. Neither Investec nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify on an after-tax basis and hold harmless
the Company, each of Investec and its affiliates and each of its
Representatives in respect of the same on an after-tax basis on the
basis that the New Ordinary Shares will be allotted to the CREST
stock account of Investec who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
31. it will indemnify, on an after-tax basis, and hold harmless
the Company, Investec and their respective affiliates and their
respective Representatives from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with any
breach by it 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 Issue;
32. in connection with the Issue, Investec and any of its
affiliates acting as an investor for their own account may acquire
New Ordinary Shares and in that capacity may acquire, retain,
purchase or sell for their own account such Ordinary 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 Issue. 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 to Investec and its affiliates in such capacity. In
addition, Investec may enter into financing arrangements and swaps
with investors in connection with which Investec may from time to
time acquire, hold or dispose of such securities of the Company,
including the New Ordinary Shares. Investec does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
33. its commitment to acquire New Ordinary Shares on the terms
set out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Issue and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or Investec' conduct of the Issue;
34. time shall be of the essence as regards its obligations to
settle payment for the New Ordinary Shares and to comply with its
other obligations under the Issue;
35. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including 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 England 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 English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together
with any interest chargeable thereon) may be taken by Investec 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; and
36. the Company, Investec and their respective affiliates and
their respective Representatives and others will rely upon the
truth and accuracy of the acknowledgements, representations,
warranties, indemnities, undertakings and agreements set forth
herein and which are given to Investec on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and Investec 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. It
agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of New Ordinary Shares is no longer
accurate, it shall promptly notify the Company and Investec.
The agreement to allot and issue New Ordinary Shares to Placees
(or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the New Ordinary Shares
in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the New Ordinary
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the New Ordinary
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor
Investec will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company, Investec and their
respective affiliates and their respective Representatives for any
stamp duty or stamp duty reserve tax or other similar tax paid by
them in respect of any such arrangements or dealings. If this is
the case, each Placee should seek its own advice and notify
Investec accordingly.
Neither the Company nor Investec is liable to bear any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any New Ordinary Shares or the agreement by
a Placee to acquire any New Ordinary Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company,
Investec and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in
relation to any such duties or 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 should seek its own advice as to whether any of the
above tax liabilities arise and notify Investec accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Investec and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the New Ordinary Shares. Each Placee
acknowledges and is aware that Investec is receiving a fee in
connection with its role in respect of the Issue. When a Placee or
person acting on behalf of the Placee is dealing with Investec any
money held in an account with Investec 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. 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 Investec's money in accordance with the client
money rules and will be used by Investec in the course of its own
business; and the Placee will rank only as a general creditor of
Investec.
The rights and remedies of Investec 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.
All times and dates in this Announcement may be subject to
amendment by Investec (in its absolute discretion). Investec shall
notify the Placees and any persons acting on behalf of the Placees
of any changes.
In the case of a joint agreement to subscribe for New Ordinary
Shares under a Issue, 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.
In this Announcement, "after--tax basis" means in relation to
any payment made to the Company, Investec or their respective
affiliates, agents, directors, officers and employees pursuant to
this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
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
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END
IOEFZGGFLLRGMZM
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March 10, 2021 02:00 ET (07:00 GMT)
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