TIDMBOWL
RNS Number : 0164S
Hollywood Bowl Group plc
11 March 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
DEPENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMED).
11 March 2021
Hollywood Bowl Group plc
("Hollywood Bowl", the "Group" or the "Company")
Proposed Placing to raise approximately GBP30.0 million
To accelerate investment in new and existing centres and
strengthen the balance sheet
Hollywood Bowl Group plc, the UK's market leading ten-pin
bowling operator, announces a proposed placing of new ordinary
shares of GBP0.01 each in the capital of the Company (the "Placing
Shares") to raise approximately GBP30.0 million, in order to allow
the Company to invest in new centre opening opportunities, resume
its planned revenue generating and cost saving capex programme in
existing centres and to strengthen the balance sheet (the
"Placing").
The Placing will be conducted through an accelerated
bookbuilding process ("Bookbuild"), which will be launched
immediately following this announcement in accordance with the
terms and conditions of the Placing set out in the Appendix. The
price at which the Placing Shares are to be placed (the "Placing
Price") will be determined at the end of the Bookbuild.
Investec Bank plc ("Investec Bank") is acting as sole broker and
sole bookrunner in connection with the Placing.
Overview
As previously announced, the Group saw strong customer demand
and better than expected performance in August 2020 and September
2020 upon reopening, despite capacity and trading restrictions.
Trading in August represented 69% of prior year revenues, with
centres permitted only to have 50% of lanes in use at all
times.
By October half term, 28 centres were benefitting from lane
seating dividers, which increased lane capacity to 67%. Whilst
spend per game was impacted by the increased restrictions
including: maximum groups of six, 10pm curfew, table service for
food and drink and overall centre capacity restriction levels,
games volumes increased and over the half term period, trading
reached 86% of prior year revenues.
Supported by the performance recorded when the business was able
to trade, the Group expects strong customer demand upon reopening.
The Board is confident that the Group can recover to pre-pandemic
performance levels and, with the net proceeds of the Placing, can
accelerate its profitable and highly cash-generative investment
plans.
Background to and reasons for the Placing and use of
proceeds
High quality new centre opportunities
As landlords look to increase the experiential leisure offering
in their schemes, the pandemic has created additional opportunities
for ten-pin bowling and mini-golf in prime locations in the UK.
The Company's continued attractiveness as a tenant for
high-quality locations means that its new centre pipeline has been
bolstered and additional growth capital will be required in order
to capitalise on the number of high quality opportunities available
to the Company.
The Company currently has an existing pipeline of seven new
ten-pin bowling centre openings which it expects to open before 30
September 2024. In addition to this existing pipeline, the Company
currently has nine centres under heads of terms or at legal stages,
with an approximate gross capex requirement of GBP2.4 million per
site.
Within these nine centres, the Group believes it could be on
site in at least three new centres before the end of 2021, which
would have a total capital investment requirement of between
approximately GBP7.0 million and GBP8.5 million.
Resumption of capital investment programme
The Group's existing centre investment programme has been
capital constrained as part of the cost-saving initiatives
implemented in response to COVID-19. The Placing proceeds will
allow the Company to resume its existing centre investment
programme.
The Company expects to complete refurbishments in its Stevenage
and Basildon centres prior to their reopening in May 2021.
Furthermore, the Company is targeting an additional four
refurbishments during 2021 (being Glasgow Springfield Quay,
Liverpool, Cheltenham and Glasgow Coatbridge).
This year, the Group is also targeting a further six Pins on
Strings installations, completion of the rollout of its new scoring
systems and an upgrade to its CRM infrastructure.
All of these capital investment programmes will continue to be
assessed against the Group's target return on investment hurdle
rates. Total spend on these activities across the remainder of 2021
is expected to be between approximately GBP7.0 million and GBP8.0
million.
Proactive liquidity management, reducing debt and managing
financing costs
As previously announced, the Board has proactively managed the
Group's liquidity throughout the pandemic.
The Board has taken action to preserve cash and reduce costs,
with 99% of team members having been on furlough since January 2021
following the reintroduction of the UK national lockdown.
Furthermore, negotiations with landlords to address the March 2021
quarterly rent positions continued in December 2020. Agreements
have been reached with some landlords and the remainder are in
discussions, which the Group believes will result in a reduction in
the potential March 2021 rent payable. Maintenance and utility
costs have continued to be tightly managed over the last year and,
as mentioned above, all refurbishment and capital investment
projects continue to be on hold.
In addition to these operational cost controls, the Group has
continued to have constructive engagement with its lending bank. In
September 2020, the Group's existing bank facility was extended by
12 months to mature in September 2022, and since then the Group has
agreed a number of waivers and relaxations to its covenants.
When excluding the Group's access to GBP10.0 million of CLBILS,
which remain wholly undrawn, as at 28 February 2021, the Group had
cash at bank of GBP11.3 million and gross debt of GBP29.2 million.
The Group expects operational cash burn of approximately GBP3.6
million between March 2021 and 17 May 2021, when the Group's
English centres are due to reopen, and March 2021 rent and deferred
rent payments of approximately GBP5.8m.
In view of the current trading environment across the UK leisure
sector, as well as the size of the Company's debt facility, it is
expected there would be upward pressure on the Group's existing
coupon rate when negotiating a new facility later this year.
Furthermore, a delay to the expected English centre reopening date
of 17 May 2021 (which coincides with a volatile trading period due
to weather, for the Group) would put the Company's balance sheet
under significant pressure. Accordingly, the Group will use the
balance of the net proceeds of the Placing to strengthen its
balance sheet, lower potential term debt requirements, resulting in
a lower coupon rate and a stronger competitive negotiating position
with lenders.
Details of the Placing
Hollywood Bowl is proposing to raise approximately GBP30.0
million before expenses (approximately GBP29.2 million after
expenses) through the issue of the Placing Shares at the Placing
Price. The book will open with immediate effect following this
Announcement and close as soon after that as Investec Bank and the
Company shall determine. The number of Placing Shares and the
Placing Price will be agreed by Investec Bank and the Company at
the close of the Bookbuild. The allocations will be at the
Company's discretion, having consulted with Investec Bank. Details
of the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Placing
Announcement").
The Placing is not being underwritten.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing issued ordinary
shares of the Company, including, without limitation, 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 is not conditional upon the approval by the
Company's shareholders. The Company acknowledges that it is seeking
to issue Placing Shares representing approximately 8.0 per cent. of
its existing issued ordinary share capital on a non pre-emptive
basis and has therefore consulted, where possible, with the
Company's major institutional shareholders ahead of this
Announcement. The Placing structure has been chosen as it minimises
cost, time to completion and use of management time at an important
time for the future development of the Group. The consultation has
confirmed the Board's view that the Placing is in the best
interests of shareholders, as well as wider stakeholders in
Hollywood Bowl.
Settlement and dealings
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the Placing Shares to be admitted to the
premium listing segment of the Official List of the FCA and (ii) to
the London Stock Exchange plc (the "London Stock Exchange") for the
admission of the Placing Shares to trading on its main market for
listed securities (together "Admission"). Settlement for the
Placing Shares and Admission is expected to take place on or before
8.00 a.m. (London time) on 16 March 2021 (or such later time and/or
date as Investec Bank may agree with the Company), and dealings in
the Placing Shares will commence at that time.
The Placing is conditional upon, among other things, Admission
becoming effective and the placing agreement between the Company
and Investec Bank (the "Placing Agreement") not being terminated in
accordance with its terms. The Appendix to this Placing
Announcement sets out further information relating to the terms and
conditions of the Placing.
Directors' and PDMRs' participation in the Placing
It is the intention of the following Directors and PDMRs to add
to their existing holdings and participate in the Placing for, in
aggregate, up to GBP0.12 million at the Placing Price as
follows:
Name Role Anticipated subscription
amount for Placing
Shares
Peter Boddy Non-executive Chairman GBP10,000
--------------------------------- -------------------------
Stephen Burns Chief Executive Officer GBP50,000
--------------------------------- -------------------------
Laurence Keen Chief Financial Officer GBP24,000
--------------------------------- -------------------------
Nicholas Backhouse Senior Independent Non-executive GBP3,304
Director
--------------------------------- -------------------------
Claire Tiney Independent Non-executive GBP5,000
Director
--------------------------------- -------------------------
Ivan Schofield Independent Non-executive GBP10,000
Director
--------------------------------- -------------------------
Mat Hart Chief Marketing and Technology GBP10,000
Officer
--------------------------------- -------------------------
Melanie Dickinson Talent Director GBP5,000
--------------------------------- -------------------------
Darryl Lewis Operations Director GBP5,000
--------------------------------- -------------------------
The Appendix to this Placing Announcement (which forms part of
this Placing Announcement) sets out further information relating to
the Bookbuild and the terms and conditions of the Placing.
This Placing Announcement should be read in its entirety. In
particular, you should read and understand the information provided
in the "Important Notice" section of this Placing Announcement.
Investors who have chosen to participate in the Placing, by making
an oral or written offer to acquire Placing Shares, will be deemed
to have read and understood this Placing Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
This Placing Announcement is released by Hollywood Bowl Group
plc and contains inside information for the purposes of Article 7
of EU Regulation 596/2014 (which forms part of domestic UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended).
T he person responsible for arranging for the release of this
Placing Announcement on behalf of the Company is Laurence Keen ,
Chief Financial Officer .
For further information, please contact
Hollywood Bowl Group via Tulchan Communications
Stephen Burns, Chief Executive Officer
Laurence Keen, Chief Financial Officer
Mat Hart, Chief Marketing and Technology
Officer
Investec Bank plc
David Flin
Alex Wright
Harry Hargreaves
María Gomez de Olea +44 (0)20 7597 5970
Tulchan Communications
James Macey White
Elizabeth Snow
Laura Marshall +44 (0) 207 353 4200
IMPORTANT NOTICES
The distribution of this announcement or any information
contained in it, and the offering or sale of securities in
jurisdictions other than the United Kingdom may be restricted by
law, and therefore persons coming into possession of this
announcement and/or any related communications should inform
themselves about and observe such restrictions. Any failure to
comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required to be published in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation (as such terms are
defined below).
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED
TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION
TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE OR
DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND DEPENCIES, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY STATE OR JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
This announcement and the information contained herein are not
an offer for sale or subscription of any securities in the Company
and are not for publication or distribution in the United States or
to any U.S. person ("US Person") within the meaning of Regulation S
("Regulation S") under the United States Securities Act of 1933, as
amended (the "Securities Act"). Any failure to comply with this
restriction may constitute a violation of United States securities
laws.
The Company's securities 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 or transferred, directly or indirectly, in or into
the United States or to any US Person, unless registered under the
Securities Act or conducted pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Placing Shares are being offered and sold solely outside of the
United States in offshore transactions in accordance with
Regulation S to investors who are not US Persons. There will be no
public offering of the Placing Shares in the United States, the
United Kingdom or elsewhere. No representation is being made as to
the availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares.
The Placing Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
This announcement is not for publication or distribution,
directly or indirectly, in or into Canada. This announcement is not
, and under no circumstances is it to be construed as, an
advertisement or a public offering in Canada of the securities
referred to herein.
No prospectus has been filed with any securities commission or
other securities regulatory authority in any jurisdiction in Canada
in connection with the offer or sale of the Placing Shares. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon the merits of the Placing Shares. Any
offer and sale of the Placing Shares in Canada will be made on a
private placement basis only pursuant to an exemption from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. The relevant clearances have
not been, nor will they be, obtained from the securities commission
of any province or territory of Canada; no document in relation to
the Company's securities has been, or will be, lodged with, or
registered by, the Australian Securities and Investments
Commission; and no registration statement has been, or will be,
filed with the Japanese Ministry of Finance; and the Placing Shares
have not been, nor will they be, registered under or offered to the
public in compliance with the securities laws of any state,
province or territory of Canada, Australia, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, within, in or into
Canada, Australia, Japan or South Africa or any other jurisdiction
outside the United Kingdom where it would be unlawful to do so, or
offered or sold to or for the account or benefit of any national,
resident or citizen of Canada, Australia, Japan or South Africa or
of any country outside the United Kingdom
where it would be unlawful to do so.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This communication is directed only at persons who are: (a) in a
member state of the European Economic Area who are qualified
investors (within the meaning of the Prospectus Regulation (EU)
2017/1129) (the "EU Prospectus Regulation"), (b) in the United
Kingdom, qualified investors as defined in article 2(e ) of
Prospectus Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
as amended, (the "UK Prospectus Regulation"), who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 ("Order") (investment
professionals) or (ii) fall within Article 49(2)(a) to (d) of the
Order (high net worth companies, unincorporated associations etc.),
and (c) those persons to whom it may otherwise be lawfully
communicated (all such persons referred to above being "Relevant
Persons"). Persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this announcement and the terms and conditions
set out herein relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This announcement
and the terms and conditions set out herein must not be relied on
by persons who are not Relevant Persons.
Investec Bank plc ("Investec Bank") is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and Prudential Regulation Authority. Investec
Europe Limited (trading as Investec Europe) ("Investec Europe"),
acting as agent on behalf of Investec Bank in certain jurisdictions
in the EEA (together Investec Bank and Investec Europe hereinafter
referred to as "Investec"), is regulated in Ireland by the Central
Bank of Ireland. Investec is acting for the Company and no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec nor for giving advice in relation
to the Placing. Any other person lawfully participating in the
Placing should seek their own independent legal, investment and tax
advice as they see fit.
This announcement is being issued by and is the sole
responsibility of the Company. 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
Investec nor any of its affiliates or agents (or any of their
respective directors, officers, employees or advisers) as to or in
relation to, the accuracy, fairness, verification, completeness or
sufficiency of the contents of the information contained in this
announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of Investec or any of its affiliates in connection with
the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or
otherwise therefore is expressly disclaimed. Nothing in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or
future.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Investec.
This announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Company's current expectations and projections about
future performance, anticipated events or trends and other matters
that are not historical facts. These forward-looking statements,
which sometimes use words such as "aim", "anticipate", "believe",
"intend", "plan" "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts and reflect the
directors' beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor Investec and
any of such persons' respective directors, officers, employees,
agents, affiliates or advisers assume any responsibility or
obligation to update, amend or revise publicly or review any of the
forward-looking statements contained in this announcement. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement. Any
indication in this announcement of the price at which Placing
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this announcement
is or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. Past performance of the Company
cannot be relied on as a guide to future performance and persons
reading this announcement are cautioned not to place undue reliance
on such forward-looking statements.
In connection with the Placing, Investec and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Investec and
any of its affiliates acting in such capacity. In addition,
Investec and any of its affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which Investec and any of its affiliates may from time to time
acquire, hold or dispose of shares. Investec do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
This announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") , and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA , (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS") ; and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK
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 UK Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS; 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.
EU Product Governance Requirements
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 Shares have been subject to a product approval process, which
has determined that the Placing Shares are: (i) compatible with an
end target market of retail clients 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 "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the 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 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 EU
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 EU Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU 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
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED
ONLY AT (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY INVESTEC BANK
PLC ("IBP") OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE)
("IEL") ACTING AS AGENT ON BEHALF OF IBP IN CERTAIN JURISDICTIONS
IN THE EEA (TOGETHER IBP AND IEL "INVESTEC"), "QUALIFIED INVESTORS"
(FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA
QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS
AMED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY
RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
REGULATION"); (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY INVESTEC, "QUALIFIED INVESTORS" (FOR THE
PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK PROSPECTUS REGULATION") WHO ALSO: (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 ("ORDER") (INVESTMENT
PROFESSIONALS) OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.)
AND (C) THOSE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS REFERRED TO ABOVE BEING "RELEVANT
PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT
AND WARRANT TO THE COMPANY THAT THEY ARE A RELEVANT PERSON. PERSONS
WHO ARE NOT RELEVANT PERSONS MUST NOT RELY ON OR ACT UPON THE
MATTERS COMMUNICATED IN THIS ANNOUNCEMENT AND THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY PERSON WHO IS NOT A RELEVANT PERSON WHO HAS RECEIVED ANY
DOCUMENT FORMING PART OF THIS ANNOUNCEMENT MUST RETURN OR DESTROY
IT IMMEDIATELY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES
AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR
TO ANY U.S. PERSON ("US PERSON") WITHIN THE MEANING OF REGULATION S
("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT"). ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES
LAWS.
THE SECURITIES OF THE COMPANY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO ANY US PERSON UNLESS REGISTERED UNDER
THE SECURITIES ACT OR CONDUCTED PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
WILL BE NO PUBLIC OFFERING OF THE COMPANY'S SECURITIES IN THE
UNITED STATES. THE SECURITIES WILL BE OFFERED AND SOLD SOLELY
OUTSIDE OF THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE
WITH REGULATION S TO INVESTORS WHO ARE NOT US PERSONS.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NO PROSPECTUS HAS BEEN FILED WITH ANY SECURITIES COMMISSION OR
OTHER SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION IN CANADA
IN CONNECTION WITH THE OFFER OR SALE OF ANY SECURITIES REFERRED TO
HEREIN. ANY OFFER AND SALE OF THE SECURITIES REFERRED TO HEREIN IN
CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY PURSUANT TO
AN EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND
FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. THERE
WILL BE NO PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN
CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS
REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS
OF ANY SECURITIES REFERRED TO HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS AN OFFENSE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO
CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT
OR A PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN IN
CANADA.
NO DOCUMENT IN RELATION TO THE COMPANY'S SECURITIES HAS BEEN, OR
WILL BE, LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES
AND INVESTMENTS COMMISSION; AND NO REGISTRATION STATEMENT HAS BEEN,
OR WILL BE, FILED WITH THE JAPANESE MINISTRY OF FINANCE IN RELATION
TO THE COMPANY'S SECURITIES. ACCORDINGLY, THE COMPANY'S SECURITIES
WILL NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN CANADA,
SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER COUNTRY OUTSIDE THE
UNITED KINGDOM WHERE IT WOULD BE UNLAWFUL TO DO SO OR OFFERED OR
SOLD TO ANY RESIDENT, NATIONAL OR CITIZEN OF CANADA, SOUTH AFRICA,
AUSTRALIA, JAPAN OR ANY OTHER COUNTRY OUTSIDE THE UNITED KINGDOM
WHERE IT WOULD BE UNLAWFUL TO DO SO.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Investec Bank plc ("Investec") or any of its or their respective
affiliates or any of its or their respective agents, directors,
officers or employees which would, or is intended to, permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any country or jurisdiction where action
for that purpose is required.
This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
Neither of the Company or Investec or any of its or their
respective affiliates or any of its or their respective agents,
directors, officers or employees makes any representation or
warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an acquisition of Placing Shares.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of new ordinary shares (the "Placing
Shares") in the capital of the Company, by making an oral or
written offer to acquire Placing Shares, including any individuals,
funds or others on whose behalf a commitment to acquire Placing
Shares is given (the "Placees"), will be deemed: (i) to have read
and understood this Announcement in its entirety; and (ii) to be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; and
(b) it is and, at the time the Placing Shares are acquired, will
be outside the United States and is acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 or Rule 904
of Regulation S under the Securities Act ("Regulation S"), which is
acquiring beneficial interests in the Placing Shares for its own
account; if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such person; and
(c) in the case of a Relevant Person in a member state of the
EEA which has implemented the Prospectus Regulation (each a
"Relevant Member State") who acquires any Placing Shares pursuant
to the Placing:
(i) it is an EEA Qualified Investor; and
(ii) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than EEA Qualified Investors or in circumstances in which the
prior consent of Investec has been given to the offer or resale;
or
(b) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(d) in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(i) it is a UK Qualified Investor; and
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(a) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior
consent of Investec has been given to the offer or resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
(e) in the case of a person in Canada who acquires any Placing
Shares pursuant to the Placing:
(i) it is resident in the Province of Alberta, British Columbia,
Ontario or Quebec, and is an "accredited investor" within the
meaning of section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities
Act (Ontario) (the "OSA"), as applicable and a "permitted client"
within the meaning of section 1.1 of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103");
(ii) it is, or is deemed to be, purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; and
(iii) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106;
and
(f) it is acquiring the Placing Shares for its own account or is
acquiring the Placing 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,
acknowledgements, undertakings and agreements contained in this
Announcement.
The Company and Investec will rely on the truth and accuracy of
the foregoing representations, warranties and acknowledgements.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action. Persons into
whose possession this Announcement comes are required by the
Company and Investec to inform themselves about, and to observe,
any such restrictions.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Investec and
the Company to be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be issued or
acquired. A Placee shall, without limitation, become so bound if
Investec confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
Investec is acting as sole broker and sole bookrunner in
connection with the Placing and has entered into a placing
agreement with the Company (the "Placing Agreement") under which,
on the terms and subject to the conditions set out therein,
Investec has agreed to use reasonable endeavours, as agent for and
on behalf of the Company, to procure Placees for the Placing Shares
at a price to be determined following completion of the Bookbuild
(as defined below).
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 1 penny each in the capital of the Company (the "Ordinary
Shares"), including, without limitation, 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
allotment and issue of the Placing Shares will be effected by way
of a placing of new Ordinary Shares in the Company for non-cash
consideration. Investec will subscribe for ordinary shares and
redeemable preference shares in Project Rose Funding Limited
("JerseyCo"), a Jersey incorporated wholly owned subsidiary of the
Company, for an amount approximately equal to the net proceeds of
the Placing. The Company will allot and issue the Placing Shares on
a non-pre-emptive basis to Placees in consideration for the
transfer of the ordinary shares and redeemable preference shares in
JerseyCo that will be issued to Investec.
The proceeds raised through the Placing (net of expenses) will
be retained for the benefit of the Company.
Applications for admission to trading
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List (the
"Official List") of the Financial Conduct Authority (the "FCA") and
to be admitted to trading on the main market for listed securities
of London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission").
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. (London time) on 16 March 2021
(or such later time and/or date as Investec may agree with the
Company) (the "Closing Date") and dealings in the Placing Shares
will commence at that time. The Placing is conditional upon, among
other things, Admission becoming effective and the Placing
Agreement not being terminated in accordance with its terms.
Bookbuild
Investec will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Investec and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing are as
follows:
1. Investec is arranging the Placing as agent for, and as sole
broker and sole bookrunner of, the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Investec. Each of Investec and its respective affiliates are
entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild, if successful, will establish a single price
per Placing Share payable (the "Placing Price") to Investec, as
agent for and on behalf of the Company, by all Placees whose bids
are successful. The Placing Price and the final number of Placing
Shares will be determined by the Company following completion of
the Bookbuild and any discount to the market price of the Ordinary
Shares will be determined in accordance with the Listing Rules of
the FCA. The Placing Price and the final number of Placing Shares
will be announced by the Company on a Regulatory Information
Service following the completion of the Bookbuild (the "Placing
Results Announcement").
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
Placing Shares which the prospective Placee wishes to acquire at
either the Placing Price which is ultimately established by the
Company and Investec or at prices up to a price limit specified in
its bid. Bids may be scaled down by Investec on the basis referred
to in paragraph 7 below.
5. The Bookbuild is expected to close no later than 11 p.m.
(London time) on 11 March 2021, but may be closed earlier or later,
at the discretion of Investec. Investec may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
6. The Company will agree with Investec the identity of the
Placees and the basis of allocation of the Placing Shares. The
allocation of the Placing Shares shall be at the Company's
discretion having consulted with Investec. Each prospective
Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by Investec (as agent for an on
behalf of the Company) following the close of the Bookbuild, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. The terms and conditions of this Announcement
will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation. Investec's oral or
written 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, under which
such Placee agrees to acquire by subscription the number of Placing
Shares allocated to it at the Placing Price and to pay the Placing
Price for each such Placing Share and otherwise on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association.
7. Investec will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares. Investec may choose to accept bids, either in
whole or in part, on the basis of allocations determined by the
Company and may scale down any bids for this purpose on such basis
as it may determine. Investec may also, notwithstanding paragraphs
4 above and 8 below, and subject to the prior consent of the
Company: (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing 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 Placing, in its absolute
discretion. The acceptance of the bids shall be at Investec's
absolute discretion, subject to agreement with the Company.
8. 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 will also have
an immediate, separate, irrevocable and binding obligation, owed to
Investec, as agent for and on behalf of the Company, to pay it (or
as Investec may direct) 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 that such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee. Each Placee's obligations will be owed to Investec, as
agent for and on behalf of the Company.
9. 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.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver 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".
12. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by Investec.
13. To the fullest extent permissible by law and the applicable
rules of the FCA, none of Investec, the Company or any of their
respective directors, officers, employees, agents or affiliates nor
any person acting on their respective behalf shall have any
responsibility or liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions). Each Placee acknowledges and agrees that the
Company is responsible for the allotment of the Placing Shares to
the Placees and Investec and its affiliates shall have no liability
to the Placees for the failure of the Company to fulfil those
obligations. In particular, none of Investec, the Company, or any
of their respective directors, officers, employees, agents or
affiliates nor any person acting on their respective behalf shall
have any responsibility or liability (whether in contract, tort or
otherwise and including to the fullest extent permissible by law,
any fiduciary duties) in respect of Investec's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
Investec 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. Investec's obligations under the Placing Agreement are
conditional on, amongst other things:
(a) the delivery by the Company to Investec of certain documents
required under the Placing Agreement;
(b) none of the warranties of the Company contained in the
Placing Agreement being untrue, inaccurate or misleading on and as
of the date of the Placing Agreement nor ceasing to true and
accurate or having become misleading as at the Closing Date with
reference to the facts and circumstances which shall then
exist;
(c) the fulfilment by the Company of and compliance by the
Company with all its obligations under the Placing Agreement and
the terms and conditions of the Placing to the extent that the same
fall to be performed or satisfied on or prior to the Closing
Date;
(d) each of the option agreement (to be entered into between the
Company, Investec and JerseyCo) (the "Option Agreement") and the
subscription and transfer agreement (to be entered into between the
Company, Investec and JerseyCo) (the "Subscription and Transfer
Agreement") having been executed by the Company and JerseyCo and
remaining in full force and effect and not having been terminated,
and there having occurred no default or breach by the Company or
JerseyCo of any of the terms thereof at any time immediately prior
to Admission;
(e) Admission occurring by no later than 8.00 a.m. (London time)
on the Closing Date (or such later time or date Investec may agree
with the Company being not later than 8:30 a.m. (London Time) on 26
March 2021);
(f) the publication by the Company of, among other
announcements, the results of the Placing through a Regulatory
Information Service; and
(g) the Company allotting, subject only to Admission, the
relevant Placing Shares in accordance with the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived or extended by Investec by the relevant
time or date specified (or such later time and/or date as the
Company and Investec may agree); or (ii) any of the conditions
contained in the Placing Agreement become incapable of being
satisfied and has not been waived; or (iii) 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.
Investec may, at its discretion and upon such terms as it thinks
fit, waive, or extend the period for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions contained in the Placing Agreement save
that conditions (d), (e) and (f) above may not be waived. Any such
waiver or extension will not affect Placees' commitments as set out
in this Announcement.
By participating in the Placing each Placee agrees that neither
Investec, nor any of its respective directors, officers, employees,
agents or affiliates shall have any liability (whether in contract,
tort or otherwise) 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 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 Investec.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing Agreement
Investec is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if in the opinion of Investec
(acting in good faith and, so far as is reasonably practicable,
after consultation with the Company):
(i) the Company is in material breach of any of its obligations under the Placing Agreement;
(ii) the Option Agreement or the Subscription and Transfer
Agreement is no longer in full force and effect or has been
terminated or the Company or JerseyCo has not complied or cannot
comply with any of its obligations under the Subscription and
Transfer Agreement or the Option Agreement;
(iii) there has been a breach of any of the warranties of the
Company contained in the Placing Agreement;
(iv) any statement in any of the Placing Documents (as defined
in the Placing Agreement) has become untrue, inaccurate in any
material respect or misleading;
(v) any matter has arisen which would, if the Placing was made
at that time, constitute a material omission from any of the
Placing Documents;
(vi) any Material Adverse Change (as defined in the Placing
Agreement) has occurred after entry into the Placing Agreement
(whether or not foreseeable at the date of the Placing Agreement);
or
(vii) there has occurred certain force majeure events.
Upon termination of the Placing Agreement prior to Admission the
Placing will not occur and 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.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances.
By participating in the Placing, Placees agree that the exercise
by Investec of any right of termination or other discretion arising
under the Placing Agreement shall be within the absolute discretion
of Investec, and that Investec does not need to make any reference
to, or consultation with, Placees and shall have no liability to
Placees whatsoever in connection with any exercise or failure to
exercise any right of termination and that none of the Company,
Investec or any of their respective directors, officers, employees,
agents or affiliates shall have any liability to Placees whatsoever
in connection with any such exercise or failure to exercise any
right of termination.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA (or any other authority) or submitted to
the London Stock Exchange in relation to the Placing or Admission
and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published in the United Kingdom or any
equivalent document in any other jurisdiction.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and the business and
financial information that the Company is required to publish in
accordance with the Market Abuse Regulation (EU) No.596/2014
("MAR"), the retained UK law version of MAR which forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018) ("UK
MAR") and the rules and practices of the London Stock Exchange and
or the FCA (collectively the "Exchange Information") or has
published via a RIS ("Publicly Available Information") (save that
in the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and all other publicly
available information previously or simultaneously published by or
on behalf of the Company by notification to a Regulatory
Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms to
Investec and the Company that it has neither received nor relied on
any other information, representation, warranty, or statement made
by or on behalf of the Company or Investec or their respective
affiliates or any other person and none of the Company, Investec
nor any of their respective affiliates, nor any other person 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
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, 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 (ISIN:
GB00BD0NVK62) following Admission, unless otherwise agreed, will
take place within the system administered by Euroclear UK &
Ireland Limited ("CREST"), subject to certain exceptions. Investec
and the Company reserve the right to require settlement for, and
delivery of, some or all of the Placing Shares to Placees by such
other means that they deem necessary if delivery or settlement is
not possible or practicable in CREST within the timetable set out
in this Announcement 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 trade
confirmation or contract note in accordance with the standing
arrangements in place with Investec stating the number of Placing
Shares to be allocated to it at the Placing Price, the aggregate
amount owed by such Placee to Investec 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 in respect
of the Placing Shares that it has in place with Investec (unless
otherwise agreed).
The Company will deliver the Placing Shares to a CREST account
operated by Investec as the Company's agent and Investec 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 16 March 2021 and/or
in accordance with the instructions set out in the trade
confirmation or contract note.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and Investec may agree that the Placing Shares
should be issued in certificated form. Investec reserve the right
to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above 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 (as agent for and on behalf of 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 Investec's account and benefit (as agent for and on behalf of
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Investec on demand 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 stamp,
securities, transfer, registration, execution, duty or tax imposed
in any jurisdiction (together with any interest, fines or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Investec all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Investec lawfully takes in pursuance of
such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note 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.
Neither Investec nor the Company shall be liable if there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery
of the Placing 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 Placing Shares).
Placees shall not be entitled to receive any fee or commission in
connection with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective
Placee) with Investec (in its capacity as a bookrunner and broker
in connection with the Placing), in each case as a fundamental term
of its application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety,
and that its participation in the Bookbuild and the Placing and its
subscription for and purchase 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 this Announcement;
2. that it has made its investment decision based solely upon
its own judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Investec or
any other person otherwise than as set out in this
Announcement;
3. that no offering document, offering memorandum, admission
document or prospectus has been or will be prepared in connection
with the Placing or is required under FSMA, the UK Prospectus
Regulation or any other applicable law and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
4. that none of Investec, the Company, nor any of their
respective affiliates or any person acting on behalf of any of them
has provided, nor will provide it, with any information regarding
the Placing Shares, the Bookbuild, the Placing or the Company other
than this Announcement; nor has it requested any of Investec, the
Company, any of their affiliates or any person acting on behalf of
any of them to provide it with any such information;
5. that (i) the Ordinary Shares are admitted to the premium
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's main market for listed securities and
the Company is therefore required to publish certain business and
financial information in accordance with MAR, UK MAR and the
Exchange Information which includes a description of the nature of
the Company's business and the Company's financial information,
including balance sheets and income statements, and similar
statements for preceding financial years and that it is able to
obtain or access the Exchange Information without undue difficulty
and that it has reviewed such Exchange Information as it has deemed
necessary; and (ii) 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 subscribe for 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;
6. that the content of this Announcement is exclusively the
responsibility of the Company and none of Investec, nor any of its
affiliates nor any person acting on behalf of any of them has or
shall have any liability for any information, representation or
statement contained in, or omission from, this Announcement or any
information previously published by or on behalf of the Company,
including, but not limited to, any information publicly announced
to a Regulatory Information Service by or on behalf of the Company
prior to the date of this Announcement or the Exchange Information,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement 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 Placing Shares is contained in this
Announcement and any information previously or simultaneously
published by the Company by notification to a Regulatory
Information Service, such information being all that such Placee
deems necessary or appropriate and sufficient 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 any of Investec
or the Company nor any of their respective affiliates and none or
Investec or 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, provided
that nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
7. that it may not rely, and has not relied, on any
investigation that Investec, any of their affiliates or any person
acting on their behalf, may or may not have conducted with respect
to the Placing Shares or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information or any other information; each
Placee further acknowledges that it has conducted its own
investigation of the Company and the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
8. that it has conducted its own investigation with respect to
the Company, the Placing Shares and the terms of the Placing,
received and reviewed all information that it believes is necessary
or appropriate in connection with its purchase of Placing Shares
and made its own assessment and has satisfied itself concerning the
relevant tax, legal, regulatory, currency and other economic
considerations relevant to its investment in the Placing
Shares;
9. that none of Investec, their respective affiliates or any
person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
10. that it is and, at the time the Placing Shares are acquired,
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S, which is acquiring beneficial interests
in the Placing Shares for its own account; if acquiring the Placing
Shares for the account of one or more other persons, it has sole
investment discretion with respect to each such account and full
power and authority to make the representations, warranties,
agreements and acknowledgements herein on behalf of each such
account;
11. that it: (i) has such knowledge and experience in financial,
business and international investment matters as is required to be
capable of evaluating the merits and risks of an investment in the
Placing Shares; (ii) will not look to Investec for all or part of
any such loss it may suffer; (iii) 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 the Placing for an indefinite period of time; (iv)
is able to sustain a complete loss of an investment in connection
with the Placing; and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
12. unless otherwise specifically agreed with Investec, it is
not, and at the time the Placing Shares are acquired, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory or any other jurisdiction in which it
would be unlawful to make or accept an offer to acquire the Placing
Shares, subject to certain restrictions;
13. that the Placing Shares have not been and will not be
registered under the Securities Act and that a prospectus will not
be published in respect of any of the Placing Shares under the
securities laws or legislation of the United States or any state or
jurisdiction thereof, and that the Placing Shares have not been and
will not be registered and that a prospectus will not be published
in respect of any of the Placing Shares under the securities laws
or legislation of Australia, Canada or any province or territory
thereof, South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into any of these jurisdictions or any other
jurisdiction where to do so would be unlawful;
14. if it is a Placee resident in Canada, it, and any account
for which it is acting, (i) has been advised that no prospectus has
been filed with any securities commission or similar regulatory
authority in Canada in connection with the offering of any Placing
Shares and any offer and sale of the Placing Shares in Canada is
being made on a private placement basis only pursuant to an
exemption from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws (ii) is an
"accredited investor" within the meaning of Section 1.1 of NI
45-106 or subsection 73.3(1) of the OSA, as applicable, and is
either purchasing the Placing Shares as principal for its own
account, or is deemed to be purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; (iii) was not created or used solely
to purchase or hold the Placing Shares as an accredited investor
under NI 45-106; (iv) is a "permitted client" within the meaning NI
31-103; (v) has been advised that any resale of the Placing Shares
in Canada must be made in accordance with applicable Canadian
securities laws, which will vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with prospectus and registration requirements, statutory
exemptions from the prospectus and registration requirements or
under a discretionary exemption from the prospectus and
registration requirements and that these resale restrictions may
under certain circumstances apply to resales of the Placing Shares
outside Canada.
15. that it is not acquiring any of the Placing Shares as a
result of any form of directed selling efforts (as defined in
Regulation S);
16. that the allocation, allotment, issue and delivery to it of
Placing Shares or to the person specified by it as the person to
whom such Placing Shares are allocated will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance service for the purposes of those
sections;
17. that it has complied with its obligations under the Criminal
Justice Act 1993, MAR, UK MAR, Section 118 of FSMA and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof,
including, without limitation, any anti-money laundering or
economic sanctions laws in another jurisdiction to which it is
subject (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
18. that its commitment to acquire Placing Shares on the terms
set out herein and in this Announcement and the trade confirmation
or contract note will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing
and Placees will have no right to be consulted or require that
their consents be obtained with respect to the Company's or
Investec's conduct of the Placing;
19. 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 Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
20. that (i) it is acting as principal only in respect of the
Placing and has the power and authority to carry on the activities
in which it is engaged, to subscribe for Placing Shares and to
execute and deliver all documents necessary for such subscription;
and/or (ii) if it is acting for any other person: (A) it is duly
authorised to do so and has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such person; and (B) 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 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;
21. that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
22. that it understands that any investment or investment
activity to which this Announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons,
and further understands that this Announcement must not be acted on
or relied on by persons who are not Relevant Persons;
23. if in a member state of the EEA, that it is an EEA Qualified
Investor and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each an EEA Qualified Investor;
24. if in the United Kingdom, that it is a UK Qualified Investor
and, to the extent applicable, any funds on behalf of which it is
acquiring the Placing Shares that are located in the United Kingdom
are each a UK Qualified Investor and is also a person: (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (iii) to whom this
Announcement may otherwise lawfully be communicated;
25. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and the UK Prospectus Regulation (as
applicable): (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Relevant
Member State or the United Kingdom other than EEA Qualified
Investors or UK Qualified Investors or in circumstances in which
the prior consent of Investec has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any Relevant Member State or the United
Kingdom other than EEA Qualified Investors or UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons;
26. if in the United Kingdom, unless otherwise agreed by
Investec, it is a "qualified investor" (as defined in section 86(7)
of the Financial Services and Markets Act 2000 ("FSMA"));
27. if in the United Kingdom, unless otherwise agreed by
Investec, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
28. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
29. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation and will not result in a
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Regulation;
30. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
31. that it has complied and will comply with all applicable
laws with respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United Kingdom
(including all relevant provisions of the FSMA in the United
Kingdom);
32. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations;
33. that it (and any person acting on its behalf) has the funds
available to pay for, and will make payment in respect of the
Placing Shares allocated to it, in accordance with the terms and
conditions of this Announcement, including the Appendix, on the due
time and date set out herein (unless otherwise agreed), failing
which the relevant Placing Shares may be placed with other persons
or sold as Investec may in its sole discretion determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the Placing Price and the number of Placing Shares
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any
interest, fines or penalties) which may arise upon the sale of such
Placee's Placing Shares;
34. that it (and any person acting on its behalf) is entitled to
purchase 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 Investec, 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;
35. that none of Investec, nor any of their respective
affiliates, nor any person acting on behalf 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 Investec and that Investec has no
duties or responsibilities to it for providing the protections
afforded to Investec'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 Investec's rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
36. that the person whom it specifies for registration as holder
of the Placing Shares will be: (i) itself; (ii) its nominee, as the
case may be; or (iii) a person for whom it is contracting as agent
or nominee. 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
("Indemnified Taxes"). Each Placee and any person acting on behalf
of such Placee agrees to participate in the Placing and it agrees
to indemnify the Company and Investec on an after-tax basis in
respect of any Indemnified Taxes on the basis that the Placing
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;
37. that the terms and conditions and any agreements entered
into by it pursuant to these terms and conditions set out in this
Appendix, and any non-contractual or other 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 (including any dispute regarding the existence,
validity or termination of such contract or relating to any
non-contractual or other obligation arising out of or in connection
with 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 either the
Company or 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;
38. it will indemnify on an after-tax basis and hold the
Company, Investec and their respective directors, officers,
employees, agents and 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;
39. that if it has received any inside information about the
Company in advance of the publication of this Announcement, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person, prior to such
information being made publicly available;
40. that the Placing Shares are expected to be issued to it
through CREST;
41. where it is acquiring the Placing Shares for one or more
managed accounts, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
42. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations; and
43. that the Company, Investec and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
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 acknowledgments, representations, warranties and agreements
made in connection with its subscribing for and/or acquiring of
Placing Shares are no longer accurate, it shall promptly notify the
Company and Investec.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of each of the Company and Investec (for their own benefit
and, where relevant, the benefit of their respective affiliates and
any person acting on their behalf) and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Investec.
The agreement to allot and issue Placing Shares to Placees
(and/or the persons for whom Placees are contracting as agent or
nominee) free of UK 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 is subject to the
representations, warranties and further terms above and is based on
the warranty from each Placee and assumes that the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. 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 none of the Company or Investec will be
responsible and the Placees shall hold harmless and indemnify the
Company and Investec and their respective affiliates, agents,
directors, officers and employees 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 Investec accordingly.
In addition, neither the Company nor Investec is liable for any
capital duty, stamp duty or any 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 UK by any Placee or any other person on
the 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,
Investec 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).
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.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor Investec owes any
fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Investec or any of its affiliates may,
at its 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 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 the FSMA. Each
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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
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. Investec shall notify the Placees and any person acting
on behalf of the Placees of any changes.
The information contained herein is for information purposes
only and is not for publication or distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). This Announcement does not contain or constitute an
offer for sale or the solicitation of an offer to purchase
securities in the United States. The securities referred to herein
have not been and will not be registered under the Securities Act,
and may not be offered or sold in the United States absent
registration under the Securities Act, except pursuant to an
available exemption from, or in transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offering of the Company's securities in the United
States.
This Announcement has been issued by, and is the sole
responsibility, of the Company. 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
Investec or by any of its 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 to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEJBMFTMTABBBB
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March 11, 2021 11:54 ET (16:54 GMT)
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