TIDMBBGI
RNS Number : 5062F
BBGI Global Infrastructure S.A.
17 November 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA, TO US PERSONS OR IN OR INTO THE
UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
17 November 2020
BBGI GLOBAL INFRASTRUCTURE S.A.
("BBGI" or the "Company")
PROPOSED PLACING
The Directors of BBGI are pleased to announce a proposed placing
(the "Placing") of up to GBP55 million through an issue of ordinary
shares of no par value in the Company ("Ordinary Shares", or where
the context requires, Depository Interests representing those
Ordinary Shares). The new Ordinary Shares to be issued pursuant to
the Placing are to be referred to in this announcement as "Placing
Shares".
The Placing will be non pre-emptive and will be launched
immediately following this announcement, when Jefferies
International Limited ("Jefferies") and Winterflood Securities
Limited ("Winterflood") will commence a book-building process to
determine the level of demand from potential investors for
participation in the Placing. The price per Placing Share is
expected to be between 164 pence and 172 pence (the "Price Range").
To bid in the book-build, investors should communicate their bid
(or bids) by telephone to their usual sales contact at Jefferies
and/or Winterflood. Each bid should state the number of Placing
Shares for which the prospective investor wishes to subscribe and
the price or prices (within the Price Range) that the prospective
investor is offering to pay. Any bid price must be for a full pence
or half pence amount.
On 28 August 2020, the Company announced its interim results for
the six-month period to 30 June 2020, whereby the investment basis
net asset value ("NAV") per Ordinary Share as at 30 June 2020 was
136.4 pence. The Company's share price as at close of business on
Monday 16 November 2020 was 174.2 pence. The Company's 2021 target
dividend is 7.33 pence per Ordinary Share representing a yield of
4.26 per cent. to 4.47 per cent. within the Price Range.
Background to the Placing and Use of Proceeds
The Company's existing portfolio consists of direct or indirect
interests in PPP/PFI infrastructure assets in the transport,
healthcare, education, justice and other services sectors which are
geographically located in Australia, Canada, Continental Europe,
the UK and the US. The Company seeks to limit and reduce investment
risk where possible, with the current portfolio benefitting from
100 per cent. availability-based assets of which 99% are
operational. The Company also maintains a diversified supply chain
in regards to facilities management and operational and maintenance
("O&M") contractors.
Despite a competitive acquisition environment, the Company has
demonstrated that it can continue to grow its availability-based
portfolio whilst being selective with its approach to acquisition
opportunities. The Company's strategy is to remain disciplined in
its approach to investing in availability-based assets only and not
in higher risk infrastructure asset classes. The Company will
continue to track both primary development opportunities and
secondary acquisition opportunities in a variety of
availability-based transactions in the transportation, health,
judicial, other accommodation and other availability sectors that
are suitable for its investment strategy.
The Company has an attractive pipeline of potential investment
opportunities. In the short term this includes the acquisition of
the minority equity interest in the New Champlain Bridge Corridor
Project in Montreal which the Company announced this morning and
which it expects to complete over the next few months (the "Bridge
Acquisition"). This asset is availability based with the
counter-party being the Government of Canada which is rated AAA by
both Moody's and S&P. The bridge is operational with a
remaining concession of approx. 29 years. Over the medium term the
Company has an additional five opportunities, with a value in
excess of GBP150 million, arising from its strategic partnership
with SNC-Lavalin. In addition, the Company continues to explore,
and be short listed for, new opportunities in its targeted
sub-sectors, which may over the longer term present it with a
number of interesting and accretive investment options.
The Company has been utilising its existing revolving credit
facility ("RCF") and upon completing the Bridge Acquisition (and
assuming no proceeds from this Placing) expects to have drawn down
in total an amount of approximately GBP55 million.
It remains the Board's intention that the RCF shall not be used
as long-term debt and noting this, the Company will use the
proceeds of the Placing to finance the Bridge Acquisition and pay
down other outstanding debt and thereby provide the Company with
additional financial flexibility to pursue suitable new primary and
secondary investment opportunities as and when they become
available.
Benefits of the Placing
The Board believes the Placing will confer the following
benefits for shareholders and the Company:
-- the net proceeds will enable the Company to acquire the
Bridge Acquisition whilst further diversifying the Company's
investment portfolio and paying down its RCF, thereby providing it
with additional financial flexibility to pursue other primary and
secondary investment opportunities in the market in accordance with
the Company's strategy;
-- certain existing shareholders will be able to subscribe for
further Ordinary Shares and new investors will be able to invest in
the Company;
-- existing shareholders who do not participate in the Placing
will not suffer any dilution to their NAV per ordinary share, with
the Placing expected to be NAV accretive, since the Placing Shares
will be issued at a premium to NAV plus costs;
-- the market capitalisation of the Company will increase
following the Placing and it is expected that the secondary market
liquidity of the Ordinary Shares will be enhanced accordingly;
and
-- the Placing will provide a larger asset base for the Company
over which its operating costs may be spread, thereby allowing the
Company to take advantage of its internalised management structure
and, over time, provide a reduction to the Company's ongoing
charges percentage.
Terms of the Placing
Jefferies and Winterflood are acting as joint global
coordinators and joint bookrunners in connection with the Placing
(the "Joint Bookrunners").
The number of Placing Shares to be issued and the price per
Ordinary Share will be determined by the Company, in consultation
with the Joint Bookrunners, following the close of the book-build
at 1.00 p.m. on 19 November 2020, and announced along with the
results of the Placing at 7.00 a.m. on 20 November 2020.
The Placing is available to qualifying new and existing
investors and will be launched immediately following the release of
this announcement (being together with the appendix, the
"Announcement"), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix"). The
Placing is expected to close at 1.00 p.m. on 19 November 2020.
Winterflood and Jefferies may, in agreement with the Company,
accept bids that are received after the book-build has closed.
The Placing is being effected pursuant to the authority granted
at the Company's Annual General Meeting held on 30 April 2020. The
price per Placing Share will be in excess of the Company's 30 June
2020 NAV per Ordinary Share and is expected to be within the range
of 164 pence and 172 pence.
Winterflood and Jefferies will choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company, and may scale down any bids for this
purpose on such basis as the Company and the Joint Bookrunners may
determine. It may be necessary to scale back applications under the
Placing if the number of applications exceeds the number of Placing
Shares available under the Placing. In such event, Placing Shares
will be allocated at the discretion of the Company (in consultation
with the Joint Bookrunners). The Company will consider various
factors when making this scaleback decision, including the price
per share being offered by a potential investor and whether this is
above or equal to the final placing price, and whether existing
shareholders wish to maintain their current percentage holding in
the Company.
The Company will apply for admission of the Placing Shares to
listing on the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). It is expected that
settlement of subscriptions in respect of the Placing Shares and
Admission will take place and that trading in the Placing Shares
will commence at 8.00 a.m. on 24 November 2020.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
in issue, including in respect of the right to receive all future
dividends and distributions declared, made or paid. Based on the
current expected timetable, Placing Shares issued under the Placing
will qualify for the dividend relating to the period to 31 December
2020, which is expected to be declared in Q1 2021. The Placing
Shares will not, however, carry any right to attend and vote at the
extraordinary general meeting of the Company that has been convened
for 30 November 2020 to consider certain resolutions in connection
with the proposed dematerialisation of the Company's shares (or at
any adjournment thereof) as the record date for that meeting, in
accordance with Luxembourg law, was midnight on 16 November
2020.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8.00 a.m. (London time) on 24 November
2020 (or such later time and/or date, being not later than 8.00
a.m. (London time) on 31 December 2020, as Jefferies and
Winterflood may agree with the Company) and the Placing Agreement
dated 17 November 2020 between the Company, Jefferies and
Winterflood (the "Placing Agreement") not being terminated in
accordance with its terms.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix), in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of
the Placing set out in the Appendix (which forms part of this
Announcement).
Enquiries:
BBGI Management Team +352 26 34 79 25-1
Duncan Ball duncan.ball@bb-gi.com
Frank Schramm frank.schramm@bb-gi.com
Michael Denny michael.denny@bb-gi.com
Jefferies International Limited +44 20 7029 8000
Tom Yeadon tyeadon@jefferies.com
Neil Winward nwinward@jefferies.com
Francesco Namari fnamari@jefferies.com
Winterflood Securities Limited +44 20 3100 0000
Darren Willis darren.willis@winterflood.com
Neil Langford neil.langford@winterflood.com
Joe Winkley joe.winkley@winterflood.com
Maitland/AMO (Communications adviser) +44(0) 20 7379 5151
James Benjamin BBGI-maitland@maitland.co.uk
Jason Ochere
Rhys Jones
Expected timetable
Latest time and date for receipt of Placing 1.00 p.m. 19 November
commitments 2020
Announcement of the results of the Placing 7.00 a.m. 20 November
2020
Admission of the Placing Shares to the 8.00 a.m. 24 November
Official List and to trading on the London 2020
Stock Exchange's Main Market for listed
securities
Crediting of CREST stock accounts As soon as possible
thereafter
The timetable is subject to change at the discretion of the
Company, Jefferies and Winterflood. If any of the above times
and/or dates change, the revised times and/or dates will be
notified to shareholders by announcement through a Regulatory
Information Service. References to time in this document are to
London time.
Dealing codes
Ticker BBGI
ISIN for the Placing Shares LU0686550053
SEDOL for the Placing Shares B6QWXM4
Notes
BBGI Global Infrastructure (BBGI) is a responsible
infrastructure investment company and a constituent of the FTSE 250
that invests in and actively manages for the long-term a globally
diversified, low-risk portfolio of essential social infrastructure
investments.
BBGI is committed to delivering stable and predictable cash
flows with progressive long-term dividend growth and attractive,
sustainable, returns for shareholders. BBGI has a proactive
approach to preserving and enhancing the value of its investments,
and to delivering well maintained social infrastructure for
communities and end users, whilst serving society by supporting
local communities.
All of BBGI's investments are availability-based and supported
by secure public sector-backed contracted revenues, with
inflation-protection characteristics, that is paid so long as the
assets are available for use.
BBGI's investment portfolio is over 99% operational with all its
investments located across highly rated investment grade countries
with stable, well developed operating environments.
BBGI's in-house management team is incentivised by shareholder
returns and consistently maintains low comparative ongoing charges
to shareholders.
Further information about BBGI is available on its website at
www.bb-gi.com.
The Company's LEI is: 529900CV0RWCOP5YHK95
Any reference to the Company or BBGI refers also to its
subsidiaries (where applicable).
Important Information
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (Regulation 596/2014/EU). Upon the
publication of this Announcement via a Regulatory Information
Service this inside information is now considered to be in the
public domain.
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement , including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such
jurisdiction.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent: (i) registration under the Securities Act of 1933,
as amended (the "Securities Act"); or (ii) an available exemption
from registration under the Securities Act. The Placing Shares have
not been and will not be registered under the Securities Act or
under the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States absent
registration except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, Jefferies,
Winterflood or any of their respective affiliates that would permit
an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any such restrictions.
This Announcement and any offer if made subsequently is subject
to the Alternative Investment Fund Managers
Directive (Directive 2011/61/EU) ("AIFMD") as implemented by
Member States of the European Economic Area. This Announcement and
any offer if made subsequently is directed only at professional
investors in the United Kingdom and Luxembourg (together the
"Eligible Member States"). The Company has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other member state (each an "Ineligible Member
State"). This Announcement may not be distributed in any Ineligible
Member State and no offers subsequent to it may be made or accepted
in any Ineligible Member State. The attention of all prospective
investors is drawn to disclosures required to be made under the
AIFMD which are set out on the Company's website (including as set
out in its most recent annual report and accounts ).
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2 (e) of the
Prospective Regulation (Regulation (EU) 2017/1129) as amended; (B)
if in the United Kingdom, persons who (i) 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 amended (the "Order") or fall within the definition
of "high net worth companies, unincorporated associations etc" in
article 49(2)(a) to (d) of the Order and (ii) are "qualified
investors" as defined in section 86 of the Financial Services and
Markets Act 2000, as amended ("FSMA"); or (C) otherwise to persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act or rely on this
Announcement 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate
advice before taking any action.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Jefferies International Limited and Winterflood Securities
Limited each of which is authorised and regulated in the United
Kingdom by the FCA, are acting exclusively for the Company and
no-one else in connection with the Placing or the matters referred
to in this Announcement and will not regard any other person as
their respective client in relation to the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing or any transaction or arrangement
referred to in this Announcement.
No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by either Jefferies or Winterflood or by any
of their respective affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available, whether publicly or to
any interested party or its advisers, and any liability therefore
is expressly disclaimed.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this Announcement is subject to change without notice
and neither the Company, Jefferies nor Winterflood assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
((EU)2017/1129) (THE "PROSPECTUS REGULATION"), ("QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) 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) OF THE ORDER AND
(II) ARE QUALIFIED INVESTORS, AND (C) OTHERWISE, TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT 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 UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS 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 APPIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BBGI GLOBAL
INFRASTRUCTURE S.A. (THE "COMPANY").
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA OR JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED
HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA OR
JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (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 PLACING SHARES IN THE UNITED STATES.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A
SUBSCRIPTION FOR THE PLACING SHARES.
The Placing (as defined below) is subject to the Alternative
Investment Fund Managers Directive (Directive 2011/61/EU) ("AIFMD")
as implemented by member states of the EEA ("Member States"). The
Placing (as defined below) is directed only at professional
investors in the United Kingdom and Luxembourg (together the
"Eligible Member States"). The Company has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other Member State (each an "Ineligible Member
State"). This Appendix and the announcement of which this Appendix
forms part (such announcement and the Appendix together being the
"Announcement") may not be distributed in any Ineligible Member
State and the Placing (as defined below) may not be made or
accepted in any Ineligible Member State. The attention of all
prospective investors is drawn to disclosures required to be made
under the AIFMD which are set out on the Company's website
(including as set out in its most recent annual report and
accounts).
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares (as defined below), including any
individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares (as defined below) is given
("Placees"), will be deemed to have read and understood the
Announcement in its entirety and to be making such offer on the
terms and conditions detailed, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained, in this Appendix. In particular each such Placee
represents warrants and acknowledges that:
a) it is a Relevant Person and undertakes that it will subscribe
for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business; and
b) if it is in a Member State of the EEA and/or if it is a
financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation , that any Placing Shares (as defined below)
subscribed for by it in the Placing (as defined below) will not be
subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to,
persons in any Member State of the EEA in circumstances which may
give rise to an offer of securities to the public other than an
offer or resale in a Member State of the EEA to Qualified
Investors, or in circumstances in which the prior consent of
Jefferies International Limited ("Jefferies") and Winterflood
Securities Limited ("Winterflood") has been given to each such
proposed offer or resale.
Neither Jefferies nor Winterflood (together, the "Joint
Bookrunners"), or any of their respective affiliates, agents,
directors, officers or employees, make any representation to any
Placees regarding an investment in the Placing Shares (as defined
below).
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners and the Company have today entered into a
placing agreement (the "Placing Agreement") pursuant to which each
of the Joint Bookrunners has agreed, severally and not jointly or
jointly and severally, that it will, as agent for and on behalf of
the Company, use its reasonable endeavours to procure Placees for
the issue of new ordinary shares of no par value in the capital of
the Company (the "Placing Shares" and which term shall throughout
this Appendix extend to any depositary interests representing such
Placing Shares) at a price per Placing Share to be determined by
the Company in consultation with the Joint Bookrunners following
the close of the Bookbuild (as defined below) (the "Placing Price")
(the "Placing"). Neither Jefferies nor Winterflood shall be under
any obligation to subscribe as principal for any Placing Shares
pursuant to the Placing.
The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of no par value in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission (as defined below). The Placing Shares will
not, however, carry any right to attend and vote at the
extraordinary general meeting of the Company that has been convened
for 30 November 2020 to consider certain resolutions in connection
with the proposed dematerialisation of the Company's shares (or at
any adjournment thereof) as the record date for that meeting, in
accordance with Luxembourg law, was midnight on 16 November
2020.
Applications for listing and admission to trading
Applications have been or will be made to the Financial Conduct
Authority ("FCA") for admission of the Placing Shares to 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 Placing Shares to trading on
its main market for listed securities (together, "Admission"). It
is expected that Admission will become effective on or around 8.00
a.m. (London time) on 24 November 2020 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Appendix gives details of the terms
and conditions of, and the mechanics for participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners shall be entitled to implement the Placing
by such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. Each of Jefferies and Winterflood is acting as bookrunner and
agent of the Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
agents and affiliates are entitled to enter bids in the Bookbuild
as principal.
3. The Joint Bookrunners shall determine the identity of the
proposed Placees and allocations shall be determined by the Company
in consultation with the Joint Bookrunners following completion of
the Bookbuild. The number of Placing Shares to be issued will be
announced on an FCA-listed Regulatory Information Service ("RIS")
following completion of the Bookbuild (the "Placing Results
Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
one of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
and the price or price range that the prospective placee is willing
to pay. Bids may be scaled down by the Joint Bookrunners in
agreement with the Company on the basis referred to in paragraph 7
below. Each of the Joint Bookrunners is arranging the Placing
severally (and not jointly or jointly and severally), each as agent
to the Company.
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 the Joint
Bookrunners' 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 the Joint Bookrunners. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners as agents 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 Placing Price and
the number of Placing Shares in respect of which such Placee has
agreed to subscribe and the Company has agreed to allot to such
Placee.
6. The Bookbuild is expected to close no later than 1.00 p.m.
(London time) on 19 November 2020 but may be closed earlier or
later at the absolute discretion of the Joint Bookrunners. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be determined by
the Company in consultation with the Joint Bookrunners and will be
confirmed either orally or by electronic communication (the
"Initial Confirmation") by either of the Joint Bookrunners (as
agent for the Company) following the close of the Bookbuild and a
trade confirmation will be despatched thereafter. The Initial
Confirmation to a Placee will constitute an irrevocable legally
binding commitment upon that person (who will at that point become
a Placee) in favour of the Joint Bookrunners and the Company to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association. All
obligations under the Bookbuild and the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement". By participating in the Bookbuild, each Placee will
agree that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
8. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined at the
discretion of the Company and may scale down any bids for this
purpose on such basis as the Company may determine.
9. Settlement for all Placing Shares to be subscribed pursuant
to the Placing will be required to be made on the basis explained
below under "Registration and settlement".
10. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners 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.
11. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any 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 Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, inter alia, on:
a) none of the warranties or any of the representations and
undertakings of the Company contained in the Placing Agreement
being or having become at any time before Admission untrue,
inaccurate or misleading (in a manner which the Joint Bookrunners
in good faith and acting reasonably consider to be material in the
context of the Placing or Admission);
b) the Company and each of the Directors having complied with
all their respective obligations under applicable laws and/or the
Placing Agreement and/or the terms and conditions of the Placing to
the extent the same fall to be performed on or prior to
Admission;
c) the Company having confirmed the Placing Price with the Joint
Bookrunners by not later than 23 November 2020 (or such later time
and/or date, being not later than 31 December 2020, as the Joint
Bookrunners and the Company may agree);
d) the Company having allotted, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement;
e) in the good faith opinion of the Joint Bookrunners (acting
reasonably) no Material Adverse Change (as defined below) having
occurred since the date of the Placing Agreement; and
f) Admission taking place by not later than 8.00 a.m. (London
time) on 24 November 2020 (or such later time and/or date, being
not later than 8.00 a.m. (London time) on 31 December 2020, as the
Joint Bookrunners and the Company may agree).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived in writing by the Joint Bookrunners) or
have become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof. Any such extension or waiver
will not affect Placees' commitments as set out in the
Announcement.
Neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
Lock-up
The Company has agreed with the Joint Bookrunners that it will
not at any time between the date of this Announcement and 90
calendar days after the date of Admission, without the prior
written consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed or withheld solely in connection
with the agreement of the commercial terms of such issue which the
parties shall seek to agree acting in good faith), directly or
indirectly: (i) save in relation to any scrip dividend scheme;
offer, issue, pledge, sell, contract to sell, issue options in
respect of or otherwise dispose of, directly or indirectly, or
announce an offering or issue of, any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
convertible into or exchangeable or exercisable for, or
substantially similar to, Ordinary Shares; or (ii) enter into any
swap or any other arrangement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequences
of ownership of Ordinary Shares, whether any such swap transaction
described in (i) or (ii) above is to be settled by delivery of
Ordinary Shares or other securities, in cash or otherwise, or agree
to do, any of the foregoing provided that the foregoing shall not
apply in respect of the Placing Shares.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners (acting
together and in their absolute discretion after consultation (to
the extent practicable) with the Company) are entitled to terminate
the Placing Agreement by giving notice in writing to the Company
if, amongst other things: (i) any of the conditions contained in
the Placing Agreement have not been or will not be satisfied or,
where applicable, waived at the required time; or (ii) the Company
is in breach of any of its warranties and/or undertakings given
under the Placing Agreement and/or the Company is in breach of any
other provision of the Placing Agreement, in either such case which
the Joint Bookrunners in good faith consider to be material in the
context of the Placing or Admission; or (iii) in the good faith
opinion of the Joint Bookrunners, there has been a material adverse
change in the condition, financial, operational, legal or
otherwise, or in the earnings, management, business affairs,
business prospects of the Company and its subsidiaries (taken as a
whole), whether or not arising in the ordinary course of the
business, or any development as a result of which it is reasonably
likely that such a material adverse change will occur (a "Material
Adverse Change"), in either case since the date of the Placing
Agreement; or (iv) the occurrence of a force majeure or market
disruption event as specified in the Placing Agreement which in the
good faith opinion of the Joint Bookrunners makes it impractical or
inadvisable to proceed with the Placing.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within their
absolute discretion and that they do not need to make any reference
to Placees and that the Joint Bookrunners shall not have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or Commission de Surveillance du Secteur
Financier, the competent authority in Luxembourg, or submitted to
the London Stock Exchange in relation to the Placing and no such
prospectus is required (in accordance with the Prospectus
Regulation) to be published and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) released by the Company
today and any information publicly announced to a RIS 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 to
be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of the Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or either of the Joint Bookrunners or any other person and
none of the Company, either of the Joint Bookrunners or any of
their respective affiliates will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Joint Bookrunners and the Company reserve the right
to require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form 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 for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. 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 the
Joint Bookrunners (or either of them, as applicable).
The Company will deliver the Placing Shares to Link Market
Services Trustees Limited, the Company's depository, who will
create depository interests representing such Placing Shares and
deliver the same to a CREST account operated by the Joint
Bookrunners (or either of them) as agent for and on behalf of the
Company and the Joint Bookrunners (or either of them) will enter
its delivery (DEL) 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 Placing Shares to that Placee
against payment.
It is expected that settlement will be on 24 November 2020 on a
delivery versus payment basis in accordance with the instructions
set out in the trade confirmation.
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 the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners (as agent for the Company)
may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for the
account and benefit of the Joint Bookrunners, 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 (together with any
interest or penalties thereon) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Joint Bookrunners (in its capacity as a bookrunner
and agent of the Company, in each case as a fundamental term of its
application for Placing Shares), that:
a) it has read and understood the Announcement, including this
Appendix, in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate the
Announcement;
b) no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing, the Placing Shares or
Admission;
c) the Placing does not constitute a recommendation or financial
product advice and neither Joint Bookrunner has had regard to its
particular objectives, financial situation and needs;
d) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation
(Regulation 596/2014/EU) ("MAR") concerning the Company in
accepting this invitation to participate in the Placing;
e) it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
acquisition;
f) none of the Company, the Joint Bookrunners, 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 Placing
Shares or the Company or any other person other than the
Announcement (including this Appendix), nor has it requested either
of the Joint Bookrunners, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
g) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the
Announcement (including this Appendix) and any information publicly
announced to a RIS by or on behalf of the Company prior to the date
of the Announcement (the "Publicly Available Information"); (ii)
the Ordinary Shares are listed on the Official List and the Company
is therefore required to publish certain business and financial
information in accordance with 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
and that it is able to obtain and 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 Placing and the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing
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 Placing;
h) (i) none of the Company, the Joint Bookrunners or any of
their respective affiliates has made any representations to it,
express or implied, with respect to the Company, the Placing, the
Placing 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 the Joint Bookrunners 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 the
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
i) it and each account it represents is not and at the time the
Placing Shares are subscribed for, neither it nor the beneficial
owner of the Placing Shares will be a resident of Australia, the
Republic of South Africa, Canada or Japan and further acknowledges
that the Placing Shares have not been and will not be registered
under the securities legislation of Australia, the Republic of
South Africa, Canada or Japan and, subject to certain exceptions,
may not be offered, sold, transferred, taken up, renounced,
distributed or delivered, directly or indirectly, within or into
those jurisdictions;
j) it and each account it represents is: (A) not a US person and
will not be within the United States at the time that any buy order
for Placing Shares is originated by it; (B) acquiring the Placing
Shares in an "offshore transaction" as defined in Regulation S
under the Securities Act; and (C) not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts"
(within the meaning of Regulation S under the Securities Act);
k) it understands, and each account it represents has been
advised that: (i) the Placing 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 Placing Shares are being offered and sold only
outside of the United States in accordance with Rule 903 of
Regulation S under the Securities Act in "offshore transactions"
within the meaning of and pursuant to Regulation S under the
Securities Act; and (iii) 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 Placing Shares;
l) it will not distribute, forward, transfer or otherwise
transmit the Announcement (including this Appendix) or any other
materials concerning the Placing (including any electronic copies
thereof), in or into the United States;
m) the content of the Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in the
Announcement (including this Appendix) or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any Publicly Available
Information or Exchange Information and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in the
Announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to subscribe for the Placing Shares is
contained in the Announcement (including this Appendix) and any
information previously published by the Company by notification to
a RIS, such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given or
representations, warranties or statements made by either of the
Joint Bookrunners or the Company and neither of the Joint
Bookrunners nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
n) neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
o) if in the United Kingdom, it has complied with its
obligations under MAR and, in connection with money laundering and
terrorist financing, under the Proceeds of Crime Act 2002, the
Terrorism Act 2003 and the Money Laundering Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017
(together, the "Regulations") and, if making payment on behalf of a
third party, satisfactory evidence has been obtained and recorded
by it to verify the identity of the third party as required by the
Regulations;
p) it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
q) if a financial intermediary, as that term is used in Article
5 of the Prospectus Regulation, that the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a Member
State of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the proposed offer or resale;
r) it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
s) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any Member State of the EEA except
in circumstances falling within Article 5 of the Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 5 of the Prospectus
Regulation;
t) 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 Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
u) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
v) if in a Member State of the EEA, it is a "qualified investor"
within the meaning of Article 2(e) of the Prospectus
Regulation;
w) if in the United Kingdom, that it is a person: (i) having
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who is a high net worth entity
falling within Article 49 of the Order; or (iii) to whom the
Announcement (including this Appendix) may otherwise lawfully be
communicated;
x) no action has been or will be taken by the Company or either
of the Joint Bookrunners or any person acting on behalf of the
Company or either of the Joint Bookrunners that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
y) it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in either of the Joint Bookrunners, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
z) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in the
Announcement, including this Appendix) and will honour such
obligations;
aa) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of the Announcement, including this Appendix, on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee;
bb) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
cc) the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. None of the Company or either of the Joint Bookrunners
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 the Company and each
Joint Bookrunner and their respective affiliates, agents,
directors, officers and employees in respect of the same on an
after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Joint Bookrunners (or
either of them) who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
dd) neither of the Joint Bookrunners, any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them, is making any recommendations to
it or, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of either Joint Bookrunner and that neither
Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to such Joint Bookrunner's
respective clients or customers or for providing advice in relation
to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
ee) in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks involved,
and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners (or either of them);
ff) in connection with the Placing, a Joint Bookrunner and any
of its affiliates acting as an investor for its own account may
take up Placing Shares in the Company and in that capacity may
subscribe for, retain, purchase or sell for its own account such
Ordinary Shares and any other securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. Neither
of the Joint Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
gg) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales 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 contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or either of the
Joint Bookrunners in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange;
hh) the Company, each of the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the acknowledgements, representations, warranties and
agreements set forth herein and which are given to each Joint
Bookrunner on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and each of
the Joint Bookrunners to produce the Announcement (including this
Appendix), 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 and agreements made in connection with
its subscribing for and/or acquiring of Placing Shares is no longer
accurate, it shall promptly notify the Company and the Joint
Bookrunners;
ii) it will indemnify on an after-tax basis and hold the
Company, each of the Joint Bookrunners and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
jj) none of the Company or either of the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement;
kk) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
ll) its commitment to take up Placing Shares on the terms set
out in the Announcement (including this Appendix) will continue
notwithstanding any amendment that may in the future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company or the Joint Bookrunners' conduct of
the Placing;
mm) if the Placing does not proceed or the conditions to the
Placing Agreement are not satisfied, or the Placing Agreement is
terminated prior to Admission for any reason whatsoever, or the
Placing Shares for which valid applications are received and
accepted are not admitted to trading for any reason whatsoever,
then none of the Company, the Joint Bookrunners, nor any of their
respective affiliates, nor persons controlling, controlled by or
under common control with any of them, nor any of their respective
employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to any of the
Placees or any other person;
nn) the Company and the Joint Bookrunners (and any agent acting
on their behalf) are entitled to exercise any of their rights under
the Placing Agreement or any other right in their absolute
discretion without any liability whatsoever to it (or any person on
whose behalf the Placee is acting); and
oo) it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
Placing Shares in accordance with Rule 5 of the Disclosure Guidance
and Transparency Rules issued by the FCA and made under Part VII of
FSMA as they apply to the Company.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of the
Company and the Joint Bookrunners and are irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty 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
Placing Shares in question. Such agreement also assumes that the
Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither of the Company nor
either of the Joint Bookrunners will be responsible and the Placees
shall indemnify the Company and each of the Joint Bookrunners on an
after-tax basis for any stamp duty or stamp duty reserve 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 the
Joint Bookrunners accordingly.
Neither the Company nor either of the Joint Bookrunners 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 Placing
Shares or the agreement by a Placee to acquire any Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold
harmless the Company, each Joint Bookrunner and their respective
affiliates, agents, directors, officers and employees from any and
all such stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including interest, fines or
penalties relating thereto).
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Bookrunners or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners (or either of them), any money
held in an account with either Joint Bookrunner 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 such Joint Bookrunner's money in accordance with
the client money rules and will be used by that Joint Bookrunner in
the course of its own business and the Placee will rank only as a
general creditor of that Joint Bookrunner.
All times and dates in the Announcement (including this
Appendix) may be subject to amendment by the Joint Bookrunners (in
their absolute discretion). The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
In the Announcement (including this Appendix), "after-tax basis"
means in relation to any payment made to the Company, a Joint
Bookrunner or their respective affiliates, agents, directors,
officers and employees pursuant to the Announcement (including this
Appendix) 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.
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END
IOEGGBDBIGBDGGR
(END) Dow Jones Newswires
November 17, 2020 02:05 ET (07:05 GMT)
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