TIDMBYG
RNS Number : 5189A
Big Yellow Group PLC
12 September 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN 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, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
12 September 2018
Big Yellow Group PLC ("Big Yellow" or the "Company" and,
together with its subsidiaries, the "Group")
PROPOSED Placing of new ordinary Shares
Big Yellow announces today its intention to raise gross proceeds
of approximately GBP67 million by way of a placing with both
existing shareholders and new institutional investors.
Highlights
-- Intention to raise gross proceeds of approximately GBP67
million.
-- The Company intends to use the proceeds to fund the Company's
current pipeline of development opportunities as well as to
continue the longer-term portfolio expansion strategy.
-- The combination of building out the current pipeline and the
equity raise will be marginally earnings dilutive in the short term
but the Company believes that this is more than offset by the
anticipated significant medium to long term accretion.
-- Members of the Board intend to invest in aggregate up to
GBP265,000 in the Placing.
-- The number of new shares issued will not exceed 4.99% of the
Company's existing issued share capital.
Introduction
The Placing is being conducted through an accelerated book-build
process which will be launched immediately following this
announcement, in accordance with the terms and conditions set out
in the Appendix to this announcement.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) ("JPMC") has been
appointed sole bookrunner in respect of the Placing.
Background to the Placing
Big Yellow now has a pipeline comprising eleven development
sites (including the proposed increases in capacity of its
Battersea and Wapping stores) with a cost to complete of
approximately GBP102 million in addition to the GBP20 million of
capital expenditure spent to 31 August in the current financial
year. These store openings are expected to add approximately
680,000 sq ft of storage space to the portfolio, an increase of 15%
from the current maximum lettable area of the Group's
portfolio.
Our current estimate of net operating income at stabilisation,
at today's prices, for this increase in capacity is in excess of
approximately GBP17.4 million. The total development cost including
cost incurred to date is estimated to be approximately GBP198
million implying an 8.8% net operating income return on cost.
The Company intends to continue adding to its pipeline over the
next few years, which will be funded by an appropriate mix of
retained cash flow, debt and the proceeds of this placing. This
will allow a material expansion of the Company's portfolio whilst
maintaining a conservative balance sheet and adequate interest
cover.
The Group spent a total of GBP42.0 million of growth capital
expenditure in the financial year ended 31 March 2018, up from
GBP20.6 million the year before and has spent GBP20.2 million in
the period 1 April to 31 August 2018. For the year to 31 March
2019, the Board is committed to spend a total of GBP40 million of
capital expenditure but we anticipate that this will rise with
further site acquisitions.
Our recently opened stores in Guildford Central and Wapping,
London have started strongly. The remaining 73 open stores
increased occupancy to 85.8% at 31 August (2017: 84.2%). We also
saw continued rate growth with like-for-like average net achieved
rent of GBP26.92 for the five months to August 2018, up 4.0%
compared to the same period last year. Year on year revenue growth
for the five months to 31 August was 7.1% with like for like growth
6.9%.
Current development pipeline
Site Location Status Anticipated
capacity
------------------ -------------------- --------------------------------- --------------
Manchester Prime location Planning consent granted 60,000 sq
on Water Street, in September 2017. Store ft
central Manchester construction started in
March 2018, with a view
to opening in early Summer
2019.
Camberwell, Prominent location Planning consent recently 72,000 sq
London on Southampton granted by LB Southwark. ft
Way Construction due to start
in November 2018 with
a view to opening in Spring
2020.
Kings Cross, Prominent location Planning application submitted 115,000
London on York Way and registered by LB Islington. to 120,000
sq ft
Bracknell Prime location Site acquired in February 60,000 to
on Ellesfield 2018. Application to be 65,000 sq
Avenue submitted in September ft
to Bracknell Forest Council
incorporating self storage
and other occupiers.
Slough Prominent location Site acquired in November 50,000 sq
on Bath Road 2017. Planning application ft
to be submitted to Slough
Borough Council in late
2018.
Battersea, London Prominent location Potential redevelopment Up to an
on junction of to increase size of existing additional
Lombard Road and 34,000 sq ft Big Yellow 40,000 sq
York Road (South store. Redevelopment of ft
Circular) adjoining retail into
a mixed use residential
led scheme. Application
submitted and registered
by LB Wandsworth in August.
Wapping, London Prominent location Site acquired in May 2017. Up to an
on The Highway The Group converted the additional
existing vacant space 50,000 sq
and opened a 25,000 sq ft
ft self storage centre
at the end of July, and
are also collecting income
from the remaining short-let
tenancies. This provides
income while we look to
expand the store.
Uxbridge, London Prominent location Site acquired in April 55,000 sq
on Oxford Road 2018. Planning application ft
to be submitted to South
Bucks DC late 2018/early
2019.
Hove Prominent location Site acquired in April 55,000 sq
on Old Shoreham 2018. Planning application ft to 60,000
Road to be submitted in 2019. sq ft
Queensbury, Prominent location Contracts exchanged, planning 55,000 sq
London off Honeypot Lane discussions to commence ft to 60,000
following completion. sq ft
Newcastle Prime location Planning application to 60,000 sq
on Scotswood Road be submitted in early ft
2019.
Total capacity 672,000
to 692,000
sq ft
------------------ -------------------- --------------------------------- --------------
Details of the Placing
Under the terms of the Placing, the Company intends to raise
gross proceeds of approximately GBP67 million by way of a placing
with both existing shareholders and new institutional
investors.
Members of the Board intend to invest in aggregate up to
GBP265,000 in the Placing.
The timing of the closing of the book, pricing and allocations
is at the discretion of JPMC. The number of new ordinary shares
("Placing Shares") and the price at which the Placing Shares are to
be placed (the "Placing Price") are subject to agreement between
the Company and JPMC at the close of the book-building process.
Details of the number of Placing Shares and the Placing Price will
be announced as soon as practicable after the close of the
book-building process.
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 10 pence each in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid on or in respect of
such shares after the date of issue of the Placing Shares. The
Placing will be made on a non-pre-emptive basis.
The Company has made an application to the Financial Conduct
Authority (the "FCA") for admission of the Placing Shares to the
premium segment of Official List of the UK Listing Authority (the
"Official List") and to the London Stock Exchange for admission to
trading on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective
on or around 14 September 2018 and that dealings in the Placing
Shares will commence at that time.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the placing agreement between the Company
and JPMC (the "Placing Agreement") becoming unconditional and not
being terminated, in accordance with its terms. A description of
the Placing Agreement can be found in the Appendix to this
announcement.
The Appendix to this announcement (which forms part of the
announcement) sets out the terms and conditions of the Placing.
Commenting on the Placing, Nicholas Vetch, Big Yellow's
Executive Chairman, said:
"This equity raise allows us to execute our next phase of growth
through the acquisition of new development sites that will deliver
medium-term earnings progression. Our newly acquired site at
Queensbury in London is the first of these and we continue to
identify attractive locations for the Big Yellow brand."
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this announcement. The person
responsible for arranging for the release of this announcement on
behalf of the Company is John Trotman, Chief Financial Officer.
For further information, please contact:
Big Yellow 01276 477 811
Nicholas Vetch (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
J.P. Morgan Cazenove 020 7742 4000
Bronson Albery
Barry Meyers
IMPORTANT NOTICE
The distribution of this announcement 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 (in accordance with the Prospectus Directive (as defined
below)) to be published.
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,
DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN
ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH
OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (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 except 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 (i) outside the United States in accordance
with Regulation S under the Securities Act and (ii) within the
United States only to persons reasonably believed to be "qualified
institutional buyers" pursuant to an exemption from the
registration requirements of the Securities Act for transactions
not involving any public offering. 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 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.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Ontario and Quebec
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and JPMC that such person (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares acquired by a Canadian investor in the
Placing must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of 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, in or into, Australia, Japan or South Africa or any
other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa.
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: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of EU Directive 2003/71/EC
and amendments thereto (the "Prospectus Directive") ("Qualified
Investors") and (b) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in article 49(2) of the
Order and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000 (as amended) and (c)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"relevant persons"). Any investment in connection with the Placing
will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents.
J.P. Morgan Securities plc (which conducts its UK investment
banking business under the name J.P. Morgan Cazenove) ("JPMC"),
which is authorised in the United Kingdom by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
Financial Conduct Authority (the "FCA"), 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 JPMC nor for providing advice in
relation to the Placing.
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 JPMC
nor any of its affiliates or agents (or any of their respective
directors, officers, employees or advisers) for 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 JPMC 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. JPMC
and its affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this announcement and no representation or warranty, express or
implied, is made by JPMC or any of its affiliates as to the
accuracy, fairness, verification, completeness or sufficiency of
the information contained in this announcement and 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 JPMC.
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 JPMC 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, JPMC 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, JPMC and any of
its affiliates acting in such capacity. In addition, JPMC and any
of its affiliates may enter into financing arrangements (including
swaps) with investors in connection with which JPMC and any of its
affiliates may from time to time acquire, hold or dispose of
shares. JPMC 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. 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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO, INCLUDING
THE 2010 PD AMING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE OF THE EEA) (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND
(II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"); (C) IN
THE UNITED STATES, CERTAIN QUALIFIED INSTITUTIONAL BUYERS ("QIBS")
(AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT"); (D) IN AUSTRALIA, PERSONS WHO ARE
"SOPHISTICATED INVESTORS" OR "PROFESSIONAL INVESTORS" (WITHIN THE
MEANING OF SECTIONS 708(8), AND 708(11), RESPECTIVELY, OF THE
AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (THE "CORPORATIONS ACT")),
BEING PERSONS TO WHOM AN OFFER OF SECURITIES CAN BE MADE WITHOUT A
DISCLOSURE DOCUMENT UNDER CHAPTER 6D OF THE CORPORATIONS ACT; AND
(E) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS OF
THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING
THIS APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS
OF A SUBSCRIPTION FOR THE PLACING SHARES (AS DEFINED BELOW).
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares, including any individuals, funds or
others on whose behalf a commitment to subscribe for Placing Shares
is given (the "Placees"), will be deemed to have read and
understood this announcement, (such announcement and the Appendix
together being the "Announcement") including its Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
(A) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and
(B) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
which has implemented the Prospectus Directive to Qualified
Investors, or in circumstances in which the prior consent of J.P.
Morgan Securities plc, which conducts its UK investment banking
business under the name "J.P. Morgan Cazenove" ("JPMC") has been
given to each such proposed offer or resale.
Persons (including without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Placing Shares
may not be offered or sold directly or indirectly in, into or
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in accordance with applicable state
securities laws. There will be no public offering of the Placing
Shares in the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act. Any offering to be made in the United
States will be made to a limited number of qualified institutional
buyers (as defined in Rule 144A under the Securities Act), pursuant
to an exemption from registration under the Securities Act in a
transaction not involving any public offering.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is unlawful.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Ontario and Quebec
and is exempt from the requirement that the Company prepare and
file a prospectus with the relevant securities regulatory
authorities in Canada. No offer of securities is made pursuant to
this Announcement in Canada except to a person who has represented
to the Company and JPMC that such person (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or distribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Placing Shares acquired by a Canadian investor in the
Placing must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; and the Placing Shares have not been, and nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Japan, Jersey 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, in or into Australia, Japan, Jersey or South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa.
Details of the Placing Agreement and of the Placing Shares
JPMC and the Company have today entered into a placing agreement
(the "Placing Agreement") under which, subject to the terms and
conditions set out therein, JPMC has agreed that it will, as agent
for and on behalf of the Company, use its reasonable endeavours to
procure Placees for new ordinary shares of 10 pence each in the
share capital of the Company (the "Placing Shares"), with the
number of Placing Shares and price to be determined following
completion of the Bookbuild (as defined below) and, failing which,
to itself as principal subscribe for the Placing Shares at the
Placing Price (the "Placing").
Pursuant to the Placing Agreement, JPMC has agreed, subject to
agreement with the Company as to the final number of the Placing
Shares to be placed with Placees and the price per Placing Share
(the "Placing Price"), to underwrite the settlement risk in the
event that any Placees fail to take up their allocation of the
Placing Shares.
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 10 pence each in the share capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares after Admission (as defined below).
Application for listing and admission to trading
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List of the FCA (the "Official
List") and to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Placing Shares to trading on its
main market for listed securities (together, "Admission"). It is
expected that Admission will become effective at 8.00 a.m. on 14
September 2018 and that dealings in the Placing Shares will
commence at that time.
Bookbuild
JPMC will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
JPMC shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its absolute discretion
following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. JPMC is acting as a bookrunner and agent of the Company in
connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
JPMC. JPMC 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 to JPMC, 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 (in consultation with JPMC) 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
to be issued will be announced on a Regulatory Information Service
("RIS") following the completion of the Bookbuild (the "Placing
Results Announcement").
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
JPMC. 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 JPMC or at
prices up to a price limit specified in its bid. Bids may be scaled
down by JPMC on the basis referred to in paragraph 8 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with JPMC's
consent, will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to JPMC, as
agent for and on behalf of the Company, to pay it 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 such Placee has agreed to subscribe for and the Company has
agreed to allot.
6. The Bookbuild is expected to close no later than 4.00 p.m.
(London time) on 12 September 2018 but may be closed earlier or
later at the discretion of JPMC and the Company. JPMC may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
JPMC (in consultation with the Company) and will be confirmed
orally by JPMC (as agent for and on behalf of the Company)
following the close of the Bookbuild and a trade confirmation will
be despatched thereafter. This oral 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 JPMC
and the Company to acquire the number of Placing Shares allocated
to it at the Placing Price on the terms and conditions set out in
this Appendix and in accordance with the Company's articles of
association. All obligations under the Bookbuild and Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement". By participating in the Bookbuild, each Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
8. JPMC may choose to accept bids, either in whole or in part,
on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. JPMC may also, notwithstanding paragraphs 4
and 5 above, and subject to 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 JPMC) to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its absolute
discretion.
9. 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".
10. Except as required by law or regulation, no press release or
other announcement will be made by JPMC or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
11. To the fullest extent permissible by law, none of JPMC, the
Company or any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of JPMC, the Company or
any of their respective affiliates, agents, directors, officers or
employees shall have any liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of JPMC's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as JPMC and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of JPMC under the Placing Agreement are
conditional on, amongst other things:
(A) agreement being reached between the Company and JPMC on the
Placing Price and the final number of Placing Shares to be issued
pursuant to the Placing;
(B) in the opinion of JPMC (acting in good faith), the
representations and warranties of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at all times before
Admission by reference to the facts and circumstances then
subsisting, save to the extent, in the absolute discretion of JPMC,
any breach of a representation or warranty is not material;
(C) the fulfilment by the Company of its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission, save to the extent, in the absolute discretion
of JPMC, the failure to fulfil any such obligation is not
material;
(D) the Company allotting, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement; and
(E) Admission occurring not by not later than 8.00 a.m. (London
time) on 14 September 2018 (or such later date as may be agreed by
the Company and JPMC, being not later than 14 September 2018).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or,
where permitted, waived or extended in writing by JPMC, by the time
or date specified (or such later time and/or date as the Company
and JPMC may agree); or (ii) any of such conditions become
incapable of being satisfied; 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. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither JPMC nor any of its respective affiliates, agents,
directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for
the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of JPMC.
Lock-up
The Company has agreed with JPMC that it will not, and will
procure that none of its subsidiaries will (save as required by law
or the rules or standards of the London Stock Exchange, the Listing
Rules or the Market Abuse Regulation (EU) No 596/2014 ("MAR")),
without the prior written consent of JPMC (such consent not to be
unreasonably withheld or delayed), between the date of the Placing
Agreement and 90 days after the date of Admission, (i) issue,
allot, offer, pledge, sell, contract to sell, grant any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any Ordinary Shares
or other shares in the capital of the Company or any securities
convertible into or exchangeable for Ordinary Shares or other
shares in the capital of the Company or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of Ordinary Shares or
other shares in the capital of the Company, whether any such
transaction described in (i) or (ii) above is to be settled by
delivery of Ordinary Shares or other shares in the capital of the
Company or such other securities, in cash or otherwise, provided
that the foregoing shall not prevent or restrict the issue and
offer of the Placing Shares in respect of the Placing in accordance
with the terms of the Placing Agreement or the grant of options
under, or the allotment and issue of shares pursuant to options or
other rights under, any existing employee share schemes, long term
incentive plans, employee share options or bonus plans of the
Company (in accordance with its normal practice), or the
cancellation of the Company's treasury shares (if applicable).
Right to terminate under the Placing Agreement
JPMC is entitled, at its absolute discretion, at any time before
Admission, terminate the Placing Agreement by giving notice to the
Company if, amongst other things, (i) in the opinion of JPMC
(acting in good faith) any of the Company's representations and
warranties are not true and accurate or have become misleading (or
would not be true and accurate or would be misleading if they were
repeated at any time before Admission) by reference to the facts
subsisting at the time and, in the absolute discretion of JPMC, any
such breach of representation or warranty is material; (ii) the
Company has not fulfilled its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to
Admission, save to the extent and, in the absolute discretion of
JPMC, the failure to fulfil any such obligation is material; (iii)
since the date of the Placing Agreement, there has been a material
adverse change in or affecting the operations, properties,
condition (financial or other), trading position or prospects or
results of operations or general affairs of the Group taken as a
whole; or (iv) there has occurred a force majeure or market
disruption event as specified in the Placing Agreement which, in
the opinion of JPMC
(acting in good faith) and after such consultation with the
Company as shall be practicable in the circumstances, is of such
magnitude or severity as to make it impracticable or inadvisable to
proceed with the Placing.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by JPMC of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of JPMC,
that JPMC does not need to make any reference to 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, JPMC or any of their respective directors,
officers, employees, agents or affiliates shall have any liability
to Placees whatsoever in connection with any 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 submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company on or
prior to the date of this Announcement and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
all other publicly available information previously and
simultaneously published by the Company by notification to a RIS is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or JPMC or any other person and none of the Company, JPMC
or any of their respective directors, officers, employees, agents
or affiliates will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. JPMC and the Company reserve the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if delivery or settlement
is not possible or practicable within the CREST system or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with
JPMC.
The Company will deliver the Placing Shares to a CREST account
operated by JPMC as the Company's agent and JPMC 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 14 September 2018 on a
delivery versus payment basis in accordance with the instructions
set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by JPMC.
Each Placee is deemed to agree that, if it does not comply with
these obligations, JPMC (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 the
Company's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) or other similar taxes imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees shall not be entitled to receive any fee
or commission in connection with the Placing.
Representations and 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 (as the case may be) with JPMC (in its capacity
as a bookrunner and placing agent of the Company, in each case as a
fundamental term of its application for Placing Shares), the
following:
(a) it has read and understood this announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription 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;
(b) no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
(c) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) 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 the rules and
practices of the FCA and the London Stock Exchange (the "Exchange
Information"), which includes a description of the nature of the
Company's business, most recent balance sheet and profit and loss
account, and similar statements for preceding years, and it has
reviewed such Exchange Information as it has deemed necessary or
that it is able to obtain or access the Exchange Information
without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the
Company, the Placing and the Placing Shares, as well as the
opportunity to ask questions) concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection
with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the information is still
current and relied on that investigation for the purposes of its
decision to participate in the Placing;
(d) the content of this Announcement is exclusively the
responsibility of the Company and none of JPMC or any of its
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for
(i) any information, representation or statement contained in, or
any misstatements in or omissions from, this Announcement or any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, any Publicly Available
Information or Exchange Information; or (ii) any Placee's decision
to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
(e) none of JPMC, the Company or any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and none of them will
provide, to it any material regarding the Placing Shares or the
Company or any other person other than this Announcement (including
this Appendix), nor has it requested that any of JPMC, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
(f) either (i) it is not within the United States, will not be
within the United States at the time that any buy order for Placing
Shares is originated by it and is acquiring the Placing Shares in
an "offshore transaction" within the meaning of and pursuant to
Regulation S and not as a result of any form of "directed selling
efforts" as defined in Regulation S; or (ii) it is a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act ("QIB") that has had delivered to it a US investor letter and
is not acquiring the Placing Shares as a result of any "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the Securities Act;
(g) unless otherwise specifically agreed with JPMC, 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
Australia, Canada, Japan, Jersey or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada,
Japan, Jersey or South Africa and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into those jurisdictions;
(h) it has neither received nor relied on any "inside
information" as defined in MAR in accepting the invitation to
participate in the Placing;
(i) it has complied with its obligations under the Criminal
Justice Act 1993, MAR and, and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Regulations") and
the Money Laundering Sourcebook of the FCA and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
(j) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of JPMC has been given to
the proposed offer or resale;
(k) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
(l) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
(m) if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Directive;
(n) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
(o) if in the United Kingdom, it is a person (i) having
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii)
who is a high net worth entity falling within Article 49(2)(A) of
the Order, or (iii) to whom this announcement may otherwise
lawfully be communicated;
(p) if in Australia, it is a person who is a "sophisticated
investor" or "professional investor" (within the meaning of
sections 708(8), and 708(11), respectively, of the Corporations
Act, being a person to whom an offer of securities can be made
without a disclosure document under Chapter 6D of the Corporations
Act;
(q) if in Canada, it (i) is purchasing as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or distribution; (ii) is an "accredited investor" as such
term is defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); and (ii) is a
"permitted client" as such term is defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations;
(r) no action has been or will be taken by either the Company or
JPMC or any person acting on behalf of the Company or JPMC 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;
(s) neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty reserve tax under any sections
67,70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and the Placing Shares are not being acquired
in connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance system;
(t) (i) it is acting as principal 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 acknowledgments,
representations and agreements herein on behalf of each such
person; and (B) it is and will remain liable to the Company and/or
JPMC 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;
(u) (i) it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) 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 JPMC, the Company or any of their respective
affiliates, directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing; and (iv) the
subscription of the Placing Shares by it or any person acting on
its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
(v) 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;
(w) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement, including the Appendix, on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as JPMC may
in its absolute discretion determine and without liability to such
Placee;
(x) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that JPMC or the Company may call upon it
to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
(y) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither JPMC nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and JPMC in respect of the same on an
after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of JPMC who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
(z) the Placing does not constitute a recommendation or
financial product advice and JPMC has not had regard to its
particular objectives, financial situation and needs;
(aa) none of JPMC, any of its affiliates, agents, directors,
officers or employees, or any person acting on behalf of any of
them, is making any recommendations to it or, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of JPMC and that JPMC
does not have any duties or responsibilities to it for providing
the protections afforded to JPMC's respective clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
(bb) in making any decision to acquire the Placing Shares, it
has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of JPMC;
(cc) in connection with the Placing, JPMC and any of its
respective affiliates acting as an investor for its own account may
take up Placing Shares in the Company and in that capacity may
retain, purchase or sell for its own account such Placing Shares in
the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing. JPMC
does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
(dd) its commitment to acquire the Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms 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 the JPMC's conduct of the Placing;
(ee) terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements
shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf
of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or JPMC 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;
(ff) the Company, JPMC and their respective affiliates and
others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are given to JPMC on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises the
Company and JPMC to produce this announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein. It agrees that if any
of the acknowledgements, representations, warranties and agreements
made in connection with its subscribing and/or acquiring of Placing
Shares is no longer accurate, it shall promptly notify the Company
and JPMC;
(gg) it will indemnify on an after-tax basis and hold the
Company and JPMC and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(hh) none of the Company or JPMC owes any fiduciary or other
duties to any Placee in respect of any acknowledgements,
confirmations, undertakings, representations, warranties or
indemnities in the Placing Agreement; and
(ii) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of each of
the Company and JPMC (for their own benefit and, where relevant,
the benefit of their respective affiliates and any person acting on
their behalf) and are irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty and stamp duty reserve tax relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the
representations, warranties and further terms above and assumes and
is based on the warranty from each Placee that the Placing Shares
are not being subscribed for in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which none of the Company or JPMC
will be responsible and the Placees shall indemnify on an after-tax
basis and hold harmless the Company and JPMC and their respective
affiliates, agents, directors, officers and employees 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 JPMC accordingly.
Neither the Company nor JPMC is liable to bear any capital duty,
stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, JPMC
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, JPMC 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.
When a Placee or person acting on behalf of the Placee is
dealing with JPMC, any money held in an account with JPMC on behalf
of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from JPMC's money in accordance with the client money
rules and will be used by JPMC in the course of its own business;
and the Placee will rank only as a general creditor of JPMC.
All times and dates in this announcement may be subject to
amendment by JPMC (in its absolute discretion). JPMC shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEASNAFSNPEEF
(END) Dow Jones Newswires
September 12, 2018 02:01 ET (06:01 GMT)
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