TIDMBYG
RNS Number : 6801P
Big Yellow Group PLC
10 October 2023
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED.
10 October 2023
Big Yellow Group PLC ("Big Yellow" or the "Company" and,
together with its subsidiaries, the "Group")
Proposed capital raise
Big Yellow, the UK's brand leader in self storage, today
announces its intention to raise gross proceeds of approximately
GBP110 million (the "Capital Raise").
The Capital Raise is comprised of a proposed non-pre-emptive
placing of new Ordinary Shares (the "Placing") to both existing
shareholders and new institutional investors, and a separate offer
made by the Company of new Ordinary Shares via the PrimaryBid
platform (the "Retail Offer Shares") at the Placing Price (the
"Retail Offer"), to provide retail investors with an opportunity to
acquire Retail Offer Shares. A separate announcement will be made
shortly regarding the Retail Offer and its associated terms.
Highlights
-- Intention to raise gross proceeds of approximately GBP110
million to build out the Group's existing pipeline of stores
-- A number of factors have contributed to this decision:
o In May 2022, we suspended construction on all projects that
were not already on site because conditions in the construction
market were unfavourable. Those conditions have improved
considerably
o We will press on with the construction of an initial six sites
including Farnham Road, Slough, Wapping, Wembley, Queensbury,
Staines, and Slough Bath Road, all of which have planning consent
at an incremental cost of GBP90 million
o Subject to receipt of planning and vacant possession,
construction will then follow in due course on the remaining sites
we own at a further incremental cost of GBP147 million
o The projected net operating income of the increase in our
total capacity of 902,000 sq ft when stabilised is GBP30.4 million
representing an approximate 13% return on the incremental capital
deployed
o On a proforma basis at stabilisation, the return for the 11
new stores and two replacement stores is approximately 8.7% on the
total development cost, including land already expensed, of GBP389
million
o Trading conditions are explained in more detail below, but
London has outperformed, and we have been encouraged by the
performance of our new store at Kings Cross which has moved into
profitability only four months after opening
o 11 of the 13 pipeline sites are in London, or within close
proximity. The recently secured planning consent at Wapping brings
us closer to our long-pursued strategy of ringing central London
with large strategic stores
-- There is evidence that land prices have, and are, dropping
materially and this will provide an opportunity to replenish the
pipeline
-- We have made it clear for many years that we believe that a
low level of debt is appropriate. That belief has been reinforced
by the rise in interest rates over the last 18 months. We believe
it is therefore optimal that future capital expenditure over the
medium term should be funded from equity, cash flow and surplus
land and property sales
-- The Placing will be marginally earnings accretive in the
short term and the Directors expect it to be significantly so over
the medium to long term
-- The Executive Directors are expected to participate in the
Placing with an aggregate subscription amount of GBP2.85
million
Trading Update
Revenue for the six months to 30 September 2023 is up 6%, with
storage income up 7%, offset by lower growth in non-storage income.
Our average occupied space for the period was down 1% from last
year, with average rate growth of 8% (2022: 10%).
Our demand and revenue growth in London and the South East,
representing 74% of our revenue, has been stronger than that of our
regional stores.
Occupancy across all 109 stores increased by 140,000 sq ft over
the six months compared to a gain of 154,000 sq ft in the same
period last year. Demand from domestic customers has been stronger
than last year, up 133,000 sq ft. Business occupancy dropped by
1.6% or 31,000 sq ft, on 1.9 million sq ft occupied at the
beginning of the period and student occupancy rose by 38,000 sq ft.
Our larger rooms, which are occupied in the main by businesses,
remain highly occupied, particularly in London. 68% of our revenue
derives from domestic and student customers, with the balance from
our business customers.
Like-for-like closing occupancy for the Big Yellow stores has
increased to 84.6% from 83.1% at 31 March 2023, and is down 2.2
ppts from the same time last year. Closing occupancy, which
includes the impact of new store openings and the Armadillo stores,
was 81.4%.
Property and Funding
The Group owns its assets largely freehold, representing some
99% by value of our portfolio, shielding us from historic rises in
industrial and warehouse rents and allowing for high operating
margins and operational advantages.
In addition, we view rent liabilities as quasi-debt. Once we
have relocated our Farnham Road Slough and Staples Corner stores
(the latter subject to planning) we expect our total rent liability
to fall to approximately GBP1 million per annum.
Our net debt stands at GBP498.2 million, and in current
circumstances we believe that it should not increase from this
level, and preferably be lower, particularly in a higher interest
rate environment. The net proceeds of the Placing will in the first
instance reduce debt significantly and allow us to build out our
sites with planning without increasing absolute levels of debt.
Further funding should come from the sale of surplus land and
property of approximately GBP90 million over the next 18 months, in
addition to retained cash flow.
We are well progressed in refinancing our medium-term revolving
credit facility and will report further when matters are
concluded.
Current Development Pipeline - With Planning
Site Location Status Anticipated
capacity
(sq ft)
------------- ----------------------- -------------------------------- --------------
Wapping, On the Highway, Planning consent granted Additional
London adjacent to existing 95,000
Big Yellow store
Wembley, Towers Business Discussions ongoing to secure
London Park vacant possession 70,000
Queensbury, Site acquired in November
London Honeypot Lane 2018 70,000
Site acquired in December
2020. Consent also received
Staines, to develop 9 industrial units
London The Causeway totalling 99,000 sq ft 65,000
Slough Farnham Road Construction commenced in Replacement
Summer 2023 with a view to for existing
opening in Summer 2024 leasehold
store
Slough Bath Road Site acquired in April 2019 90,000
Newcastle Scotswood Road Planning consent granted 60,000
Current Development Pipeline - Without Planning
Site Location Status Anticipated
capacity
(sq ft)
------------------ -------------------- --------------------------------- -------------------
Site acquired in June 2023.
Belgrave Gate, Planning discussions underway
Leicester Central Leicester with Leicester City Council 58,000
Site acquired in March 2021.
Planning application refused
by Epsom and Ewell Council
Epsom, London East Street and an appeal to be submitted 58,000
Site acquired in April 2021.
Planning application refused
Kentish Town, by Camden Council and an
London Regis Road appeal to be submitted 68,000
Site acquired in June 2021.
Planning application submitted
West Kensington, to Hammersmith and Fulham
London Hammersmith Road Council in February 2023 175,000
Site acquired in June 2022.
Planning application submitted
Old Kent to Southwark Council in August
Road, London Old Kent Road 2023 75,000
Staples Corner, North Circular Site acquired in December Replacement
London Road 2022. Planning discussions for existing
underway with Barnet Council leasehold
store, additional
18,000 sq
ft
Total Additional Capacity 902,000
sq ft
------------------------------------------------------------------------- -------------------
Commenting on the Placing, Nicholas Vetch CBE, Big Yellow's
Executive Chairman, said:
"The net proceeds will allow us to expand capacity in London,
our strongest market, and monetise land that we already own. It
will also be marginally accretive to earnings in the short term,
and the Directors expect it to be significantly so over the medium
to long term.
We now have many years' experience of opening stores in London
and towns proximate to it and therefore have good reason to believe
that these stores will achieve profitability quickly and make a
significant contribution to earnings. The replacement stores at
Farnham Road, Slough and Staples Corner (subject to planning) will
further reduce operational leverage as rent liabilities are
extinguished.
We continue to have high conviction that REITs should be largely
equity financed with low levels of debt and this Placing is a
continuation of that strategy."
Details of the Placing
The Company intends to raise gross proceeds of approximately
GBP110 million by way of a Placing with both existing shareholders
and new institutional investors and a Retail Offer with retail
investors in the UK.
The number of new ordinary shares of 10p each in the capital of
the Company ("Ordinary Shares") to be issued pursuant to the
Capital Raise will not exceed 18,429,865 Ordinary Shares, being the
number of ordinary shares which the Directors are authorised to
allot generally on a non pre-emptive basis pursuant to the
shareholder authorities granted at the Company's most recent Annual
General Meeting on 20 July 2023 and, which at that date,
represented approximately 10% of the Company's issued share
capital.
The Placing is being conducted through an accelerated bookbuild
process ("Bookbuild") which will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays") and J.P. Morgan Securities plc (which conducts its UK
investment banking business as J.P. Morgan Cazenove) ("JPMC") have
been appointed as Joint Global Coordinators and Joint Bookrunners
in respect of the Placing.
The timing of the closing of the book, pricing and allocations
is at the discretion of Barclays and JPMC. The number of new
Ordinary Shares to be issued pursuant to the Placing ("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 Barclays and JPMC at the close of the Bookbuild. Details of the
number of Placing Shares and the Placing Price will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares including the right to receive all dividends and other
distributions declared, made or paid 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.
Prior to launch of the Placing, the Company consulted with a
significant number of its top shareholders to gauge their feedback
as to the terms of the Placing. Feedback from this consultation was
supportive and as a result the board of directors of the Company
("Board") has chosen to proceed with the Placing. The Placing is
being structured as a Bookbuild to minimise execution and market
risk. The Board intends to apply the principles of pre-emption when
allocating Placing Shares to those shareholders that participate in
the Placing.
The Company has made an application to the Financial Conduct
Authority (the "FCA") for admission of the Placing Shares and the
Retail Offer Shares to listing on the premium segment of Official
List of the FCA (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 13 October 2023 and that
dealings in the Placing Shares and the Retail Offer 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 Barclays and JPMC and dated today's date (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 this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
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. 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 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 Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended. 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 CBE (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
Shauna Beavis (Company Secretary)
Barclays (Joint Global Coordinator and Joint Bookrunner) 020 7623 2323
Bronson Albery
Tom Macdonald
Edouard Asselin
Dominic Harper
J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner) 020 7742 4000
James A. Kelly
Paul Pulze
Virginie de Grivel Nigam
Roie Spitzer
Teneo
Charlie Armitstead 020 7260 2700
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 offering document or 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
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation").
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, resold, transferred or delivered, 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 accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the Placing Shares in the United
States, the United Kingdom or elsewhere.
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.
A prospectus qualifying the Placing Shares for distribution has
not been, and will not be, filed with any securities commission or
similar regulatory authority of any jurisdiction of Canada. No such
authority has reviewed, expressed an opinion about or in any way
passed upon the Placing or the Placing Shares, and it is an offence
to claim otherwise. Any offering of the Placing Shares in Canada
will be made on a private placement basis only in the provinces of
British Columbia, Alberta, Ontario and Quebec, in reliance on
exemptions from the requirements under applicable Canadian
securities laws that the Company file and obtain a receipt for a
prospectus for any distribution of securities. No offer of
securities is made in Canada except to a person who has represented
to the Company and each of the Joint Bookrunners (as defined below)
that such person (i) is purchasing as principal for its own
account, or is deemed under applicable Canadian securities laws to
be purchasing as principal, for investment only and not with a view
to resale or distribution; (ii) is both an "accredited investor" as
defined in section 1.1 of National Instrument 45-106 - Prospectus
Exemptions of the Canadian Securities Administrators (or, in
Ontario, as defined in section 73.3(1) of the Securities Act
(Ontario), as applicable) and also a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the
Canadian Securities Administrators; and (iii) was not created, and
is not used, solely to purchase or hold securities as an accredited
investor. Any resale of Placing Shares into Canada or 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 (both of the investor and the person to
whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements
or pursuant to an available exemption therefrom. These resale
restrictions may under certain circumstances apply to resales of
Placing Shares outside of Canada.
This Announcement and the Placing of the Placing Shares as set
out in this Announcement does not constitute, advertise or relate
to an offer to the public (as defined in the South African
Companies Act, No 71 of 2008, as amended (the "SA Companies Act"))
for the sale of or subscription for, or the solicitation of an
offer to buy or subscribe for, securities or an opportunity to
invest in a collective investment scheme in South Africa (as
contemplated in the South African Collective Investment Scheme
Control Act, No 45 of 2002). In South Africa, the Placing Shares
will only be offered to financial institutions and other persons
who are referred to in section 96(1)(a) of the SA Companies Act, or
persons who subscribe, as principal, for the Placing Shares at a
total acquisition cost of ZAR1 000 000 or more, as contemplated in
section 96(1)(b) of the SA Companies Act ("SA Qualifying
Investor"). Any person who is not a SA Qualifying Investor will not
be entitled to acquire any securities offered for sale or
subscription as described in this Announcement or otherwise act
thereon. This Announcement does not, nor is it intended to,
constitute a prospectus registered under the SA Companies Act and
accordingly, does not comply with the substance and form
requirements for prospectuses set out in the SA Companies Act and
the South African Companies Regulations of 2011. No prospectus has
been lodged with, or registered by, the South African Companies and
Intellectual Property Commission. Nothing in this Announcement
should be viewed, or construed, as "advice" as that term is used in
the South African Financial Markets Act, No 19 of 2012, as amended
("FMA") or "advice" and/or an "intermediary service" as those terms
are used in the South African Financial Advisory and Intermediary
Services Act, No 37 of 2002, as amended (the "SA FAIS Act") and
nothing in this Announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial
services in South Africa. It is the responsibility of any SA
Qualifying Investor to ensure they or it have obtained all required
approvals in terms of the financial surveillance or "exchange
control" regulations promulgated under the South African Currency
and Exchanges Act, No 9 of 1933, and any rulings issued pursuant
thereto.
No prospectus has been lodged or filed with, or registered by,
the Australian Securities and Investments Commission, any
securities commission or similar regulatory authority of any
Canadian jurisdiction, the Japanese Ministry of Finance or the
South African Companies and Intellectual Property Commission; and
the Placing Shares have not been, and nor will they be, registered
or qualified for public distribution under the securities laws of
any state, province or territory of Australia, Canada, 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, Canada, 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,
Canada, Japan or South Africa.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (Cth) ("Corporations Act") and
will not be lodged with the Australian Securities and Investments
Commission. No offer of shares is or will be made in Australia
pursuant to this Announcement, except to a person who is a
"sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 708(11) of the Corporations Act. If any shares
are issued, they may not be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the
Corporations Act.
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 which would 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 jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required to inform themselves about, and to observe, any 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 a member
state of the European Economic Area who are "qualified investors"
(within the meaning of the EU Prospectus Regulation), (b) persons
in the United Kingdom who are "qualified investors" (within the
meaning of the UK Prospectus Regulation) (i) who have professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii) who are high net worth entities or other
persons falling within Article 49(2)(a) to (d) of the Order; (c)
persons in the United States, who are certain qualified
institutional buyers (" QIBs ") (as defined in Rule 144A under the
US Securities Act of 1933, as amended (the " Securities Act "));
(d) persons in Canada who are both "accredited investors" within
the meaning of National Instrument 45-106 (or, in Ontario, section
73.3(1) of the Securities Act (Ontario), as applicable) and
"permitted clients" within the meaning of National Instrument
31-103; (e) perons in Australia 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; (f) persons in the Republic of
South Africa (" South Africa ") who fall within the exemptions set
out in sections 96(1)(a) or 96(1)(b) of the South African Companies
Act, No 71 of 2008 (" SA Companies Act "); and (g) 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 relates is available
only to Relevant Persons and will be engaged in only with 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.
Each of Barclays Bank PLC ("Barclays") and J.P. Morgan
Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("JPMC" and, together with Barclays, the
"Joint Bookrunners") is authorised in the United Kingdom by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and the Financial Conduct Authority (the
"FCA"). Each of the Joint Bookrunners is acting exclusively for the
Company and no-one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing or any other
matter referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Barclays or its affiliates or of
JPMC or its affiliates, or for providing advice in relation to the
Placing or any other matter referred to in this Announcement. None
of the Joint Bookrunners or any of their respective affiliates is
acting for the Company with respect to the Retail Offer.
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 either
of the Joint Bookrunners or any of their respective 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 either of the Joint Bookrunners or any of their
respective 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. No representation or warranty, express or implied, is
made by either of the Joint Bookrunners or any of their respective
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 either of the Joint Bookrunners.
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
or the negative thereof, include all matters that are not
historical facts and reflect the Company's 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, none of the Company, the
Joint Bookrunners or 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 the Company's 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. The price and value of securities can go down as well as
up. Past performance of the Company cannot be relied on as a guide
to future performance. Persons reading this Announcement are
cautioned not to place undue reliance on such forward-looking
statements.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective 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, the Joint Bookrunners and any
of their respective affiliates acting in such capacity. In
addition, the Joint Bookrunners and any of their respective
affiliates may enter into financing arrangements (including swaps,
warrants and contracts for difference) with investors in connection
with which the Joint Bookrunners and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. Neither of the Joint Bookrunners intends to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
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 investor's 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 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
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Requirements) 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 retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (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 any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX (COLLECTIVELY, THE "ANNOUNCEMENT")
ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IN MEMBER STATES OF
THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF REGULATION (EU)
2017/1129, AS AMED (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED
INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2 OF REGULATION (EU) 2017/1129, AS AMED, AS
IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) (THE "UK PROSPECTUS REGULATION")
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR
(II) WHO ARE HIGH NET WORTH ENTITIES OR OTHER PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED
INVESTORS"); (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
CANADA, PERSONS WHO ARE BOTH "ACCREDITED INVESTORS" WITHIN THE
MEANING OF NATIONAL INSTRUMENT 45-106 (OR, IN ONTARIO, SECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO), AS APPLICABLE) AND
"PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT
31-103; (E) 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; (F) IN THE REPUBLIC OF SOUTH AFRICA
("SOUTH AFRICA"), PERSONS WHO FALL WITHIN THE EXEMPTIONS SET OUT IN
SECTIONS 96(1)(A) OR 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT,
NO 71 OF 2008 ("SA COMPANIES ACT"); AND (G) OTHERWISE, PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON").
BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT 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 ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN BIG YELLOW GROUP PLC (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).
The Placing Shares have not been and will not be registered
under the Securities Act, or under the securities laws of any state
or other jurisdiction of the United States. 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.
A prospectus qualifying the Placing Shares for distribution has
not been, and will not be, filed with any securities commission or
similar regulatory authority of any jurisdiction of Canada. No such
authority has reviewed, expressed an opinion about or in any way
passed upon the Placing (as defined below) or the Placing Shares,
and it is an offence to claim otherwise. Any offering of the
Placing Shares in Canada will be made on a private placement basis
only in the provinces of British Columbia, Alberta, Ontario and
Quebec, in reliance on exemptions from the requirements under
applicable Canadian securities laws that the Company file and
obtain a receipt for a prospectus for any distribution of
securities. No offer of securities is made pursuant to this
Announcement in Canada except to a person who has represented to
the Company and the Joint Bookrunners (as defined below) that such
person (i) is purchasing as principal for its own account, or is
deemed under applicable Canadian securities laws to be purchasing
as principal, for investment only and not with a view to resale or
distribution; (ii) is both an "accredited investor" as defined in
section 1.1 of National Instrument 45-106 - Prospectus Exemptions
of the Canadian Securities Administrators (or, in Ontario, as
defined in section 73.3(1) of the Securities Act (Ontario), as
applicable) and also a "permitted client" as defined in section 1.1
of National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; and (iii) was not created, and is not
used, solely to purchase or hold securities as an accredited
investor. Any resale of Placing Shares into Canada or 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 (both of the investor and the person to
whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements
or pursuant to an available exemption therefrom. These resale
restrictions may under certain circumstances apply to resales of
Placing Shares outside of Canada.
No prospectus has been lodged or filed with, or registered by,
the Australian Securities and Investments Commission, any
securities commission or similar regulatory authority of any
Canadian jurisdiction, the Japanese Ministry of Finance or the
South African Companies and Intellectual Property Commission; and
the Placing Shares have not been, and nor will they be, registered
or qualified for distribution under the securities laws of any
state, province or territory of Australia, Canada, 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, Canada, 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,
Canada, Japan or South Africa.
The Placing of the Placing Shares as set out in this
Announcement does not constitute, advertise or relate to an offer
to the public (as defined in the SA Companies Act) for the sale of
or subscription for, or the solicitation of an offer to buy or
subscribe for, securities or an opportunity to invest in a
collective investment scheme in South Africa (as contemplated in
the South African Collective Investment Scheme Control Act, 2002).
In South Africa, the Placing Shares will not be offered to any
person in any manner which could be construed as an offer to the
public in terms of the SA Companies Act and is only directed at
financial institutions and other persons who are referred to in
section 96(1)(a) of the SA Companies Act, or persons who subscribe,
as principal, for the Placing Shares at a total acquisition cost of
ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act ("SA Qualifying Investor"). Any person who is not a
SA Qualifying Investor will not be entitled to acquire any
securities offered for sale or subscription as described in this
Announcement or otherwise act thereon. The offering of the Placing
Shares to SA Qualifying Investors is exempt from the requirement
that the Company prepare and file a prospectus with the relevant
securities regulatory authorities in South Africa. This
Announcement and the terms and conditions set out in this appendix
do not, nor are they intended to, constitute a prospectus
registered under the SA Companies Act and accordingly, do not
comply with the substance and form requirements for prospectuses
set out in the SA Companies Act and the South African Companies
Regulations of 2011. No prospectus has been lodged with, or
registered by, the South African Companies and Intellectual
Property Commission. Nothing in this Announcement should be viewed,
or construed, as "advice" as that term is used in the FMA and/or
the SA FAIS Act and nothing in this Announcement or pursuant to the
Placing should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South
Africa.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, South Africa or
Japan or in any jurisdiction in which such publication or
distribution is unlawful (each a "Restricted Territory"). 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
Barclays Bank PLC ("Barclays") or J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P. Morgan Cazenove
("JPMC" and, together with Barclays, the "Joint Bookrunners") or
any of their respective affiliates or agents which would 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 jurisdiction where action for that
purpose is required. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Joint Bookrunners to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. 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.
The Placing Shares have not been approved or disapproved by the
US 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 unlawful.
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.
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 either
of the Joint Bookrunners or any of their respective 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 either of the Joint Bookrunners or any of their
respective 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. No representation or warranty, express or implied, is
made by either of the Joint Bookrunners or any of their respective
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.
Each of the Joint Bookrunners is acting exclusively for the
Company and no-one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as its client in relation to the Placing or any other
matter referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matter referred to in this
Announcement.
None of the Company, the Joint Bookrunners or their respective
affiliates or agents 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 investment in the Placing Shares.
Persons who are invited to and who choose to participate in the
Placing, 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 in its entirety and to be making such offer on the
terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular each such
Placee represents, warrants and acknowledges that:
(A) it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business; and
(B) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (i) any 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 or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners have been given to the offer or resale; or (ii)
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; or
(C) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) any 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 member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners have been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons.
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.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners and the Company have today entered into a
placing agreement (the "Placing Agreement") under which, subject to
the terms and conditions set out therein, each of the Joint
Bookrunners has agreed, severally and not jointly or jointly and
severally, that it will, as agent for and on behalf of the Company,
use its reasonable endeavours to procure Placees for 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 per
Placing Share (the "Placing Price") to be determined following
completion of the Bookbuild (as defined below) and, to the extent
any Placee defaults in paying the Placing Price in respect of any
of the Placing Shares allocated to it, to itself as principal
subscribe for the Placing Shares at the Placing Price (the
"Placing").
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 the date of issue.
Applications 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 on or before 8.00
a.m. (London time) on 13 October 2023 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners 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.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. Each of Barclays and JPMC is acting as a joint global
coordinator and joint 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
either of the Joint Bookrunners. Each of the Joint Bookrunners and
their 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 the Joint Bookrunners, as agents 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 the
Joint Bookrunners) 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 via a Regulatory Information Service ("RIS")
following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bids by telephone or in writing to their usual
sales contact at either of the Joint Bookrunners. 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 the Joint Bookrunners or at prices
up to a price limit specified in its bid. Bids may be scaled down
by the Joint Bookrunners on the basis referred to in paragraph 9
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 the Joint
Bookrunners' 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 each of the Joint Bookrunners, 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 7.00 a.m.
(London time) on 11 October 2023 but may be closed earlier or later
at the discretion of the Joint Bookrunners and the Company. The
Joint Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed orally
or in writing by the relevant Joint Bookrunner (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 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 the Joint Bookrunners and the
Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the Placing Price for
each such Placing Share on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association.
8. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an investor representation letter in the form provided to it by
the relevant Joint Bookrunner.
9. Each of the Joint Bookrunners 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. Each of the Joint
Bookrunners 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 the
Joint Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion.
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. Except as required by law or regulation, no press release or
other announcement will be made by either of the Joint Bookrunners
or the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. 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".
13. By participating in the Bookbuild, 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 a Joint Bookrunner.
14. To the fullest extent permissible by law, none of the Joint
Bookrunners, 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 the Joint Bookrunners, 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 the Joint
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of each of the Joint Bookrunners under the
Placing Agreement are conditional on, amongst other things:
1. agreement being reached between the Company and the Joint
Bookrunners on the Placing Price and the final number of Placing
Shares to be issued pursuant to the Placing;
2. in the opinion of the Joint Bookrunners (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 the
Joint Bookrunners and after such consultation with the Company as
the Joint Bookrunners may deem appropriate, any breach of a
representation or warranty is not material;
3. 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 the Joint Bookrunners, the failure to fulfil any such obligation
is not material;
4. the Company allotting, subject only to Admission, the Placing
Shares to the Placees in accordance with the Placing Agreement;
5. in the opinion of the Joint Bookrunners (acting in good
faith) and after such consultation with the Company as the Joint
Bookrunners may deem appropriate, no material adverse change having
occurred between the date of the Placing Agreement and Admission;
and
6. Admission occurring not by not later than 8.00 a.m. (London
time) on 13 October 2023 (or such later date as may be agreed by
the Company and the Joint Bookrunners, being not later than 31
October 2023).
The Joint Bookrunners have discretion to waive compliance by the
Company with the whole or any part of certain of the Company's
obligations in relation to the conditions in the Placing Agreement
and/or agree an extension in time for their satisfaction. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (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 the Joint
Bookrunners, by the time or date specified (or such later time
and/or date as the Company and the Joint Bookrunners 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.
None of the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of each of the Joint
Bookrunners.
By participating in the Placing, 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" and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by
a Joint Bookrunner.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at their absolute
discretion, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company if, amongst other
things:
1. any of the conditions to the Placing Agreement have not been
satisfied or (where permitted) waived or have become incapable of
satisfaction;
2. in the opinion of the Joint Bookrunners (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 the Joint Bookrunners and
after such consultation with the Company as the Joint Bookrunners
may deem appropriate, any such breach of representation or warranty
is material;
3. in the opinion of the Joint Bookrunners (acting in good
faith), the Company has not fulfilled its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission, and to the extent and, in the absolute
discretion of the Joint Bookrunners and after such consultation
with the Company as the Joint Bookrunners may deem appropriate, the
failure to fulfil any such obligation is material;
4. it shall come to the notice of the Joint Bookrunners that any
statement contained in any of the press announcements or the
management presentation is or has become untrue or incorrect or
misleading, or any matter has arisen, which would, if the Placing
were made at that time, constitute an omission from the press
announcements or the management presentation or an omission from or
misleading inaccuracy in the company disclosure, or any of them,
which in the good faith opinion of the Joint Bookrunners, and after
such consultation with the Company as the Joint Bookrunners may
deem appropriate, is material;
5. since the date of the Placing Agreement, there has been a material adverse change; or
6. there has occurred a force majeure or market disruption event
as specified in the Placing Agreement which, in the opinion of the
Joint Bookrunners (acting in good faith) and after such
consultation with the Company may deem appropriate, is of such
magnitude or severity as to make it impracticable or inadvisable to
proceed with the Placing or may adversely impact dealings in the
Placing Shares following Admission or is likely materially and
adversely to affect the price at which the Placing Shares are
traded on the London Stock Exchange.
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
or non-exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of each of the Joint Bookrunners,
that neither of the Joint Bookrunners need to make any reference
to, consult with or seek consent from the Placees in this regard
and that none of the Company, the Joint Bookrunners 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 or
other discretion.
Restriction on further issue of securities
The Company has agreed with the Joint Bookrunners 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 UK version of EU Regulation No.
596/2014 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended), without the prior written
consent of the Joint Bookrunners (such consent not to be
unreasonably withheld or delayed), between the date of the Placing
Agreement and 90 days after the date of Admission, directly or
indirectly allot or issue new Ordinary Shares, subject to customary
exceptions agreed between the Joint Bookrunners and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to such undertaking shall be within the absolute
discretion of the Joint Bookrunners, and that they do not need to
make any reference to, consult with, or seek consent from, Placees
and that the Joint Bookrunners shall have no liability to Placees
whatsoever in connection with any such exercise (or failure to
exercise) of the power to grant consent.
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 EU Prospectus Regulation or the UK Prospectus
Regulation) to be published. Placees' commitments will be made
solely on the basis of the information contained in this
Announcement released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the contract note/trading
confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement 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
either of the Joint Bookrunners or any other person and none of the
Company, the Joint Bookrunners 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 (ISIN:
GB0002869419) following Admission will take place within the CREST
system, subject to certain exceptions. The Joint Bookrunners and
the Company reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees in
certificated form or 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, each Placee allocated
Placing Shares in the Placing will be sent a contract note/trading
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price, the amount owed by such Placee to the
relevant Joint Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the
relevant Joint Bookrunner. It is expected that such contract
note/trading confirmation will be despatched on or around 11
October 2023 and that this will also be the trade date.
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. JPMC will hold
any Placing Shares delivered to this account as nominee for the
Placees. 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 13 October 2023 on a
delivery versus payment basis in accordance with the instructions
set out in the contract note/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 SONIA as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners (as agents 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 or other stamp,
securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest, fines 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 contract
note/trading 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. 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),
none of the Joint Bookrunners or the Company shall be responsible
for the payment thereof.
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 each of the Joint
Bookrunners (in its capacity as a joint bookrunner and placing
agent of the Company) and 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 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 and it has not relied on, and will not rely on,
any other information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
(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 RIS by or on behalf of the Company simultaneously
with or prior to the publication of this Announcement (the
"Publicly Available Information"); (ii) the Ordinary Shares are
admitted to the premium listing segment of the Official List 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 market
abuse regulation (EU No. 596/2014) as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), and
the rules and practices of the FCA and the London Stock Exchange
(collectively and together with the Publicly Available Information,
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) that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners or any of their respective affiliates or any person
acting on behalf of any of them has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any 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 any information previously or
simultaneously published by or on behalf of the Company or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements
made by any of the Joint Bookrunners or the Company and none of the
Joint Bookrunners 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. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation, examination and due
diligence of the business, financial or other position of the
Company in deciding to participate in the Placing and that none of
the Joint Bookrunners or any of their respective affiliates have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
(e) none of the Joint Bookrunners, the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and none
of them will provide, to it any material regarding the Placing
Shares or the Company or any other person other than this
Announcement, nor has it requested that any of the Joint
Bookrunners, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
(f) (i) either (A) 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 (B) it is
a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act ("QIB") that has delivered to the Company and the
Joint Bookrunners an investor representation letter in the form
provided to it 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; and (ii) any
Placing Shares it acquires will be for its own account (or for the
account to which it exercises sole investment discretion) for
investment purposes, and not with a view to distribution or resale,
directly or indirectly, in or into the United States or otherwise
in violation of the United States securities laws;
(g) unless otherwise specifically agreed with the Joint
Bookrunners, 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 or South Africa or
any other jurisdiction in which it would be unlawful to make or
accept an offer to acquire the Placing Shares and it further
acknowledges that the Placing Shares have not been and will not be
registered or qualified for public distribution under the
securities legislation of Australia, Canada, Japan 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 or in any other jurisdiction where any
such action for that purpose is required;
(h) if it has received any inside information (as defined under
UK MAR) about the Company in advance of the Placing, 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 except as
permitted by the UK MAR, prior to the information being made
publicly available;
(i) it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR 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, and 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 (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. If within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
(j) it is a Relevant Person and undertakes that it will
subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
(k) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (i) any 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 or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale; or (ii)
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;
(l) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (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 member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
(m) that any offer of Placing Shares may only be directed at
persons in the UK who are UK Qualified Investors and it represents,
warrants and undertakes that it has not offered or sold and will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to UK Qualified Persons 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 FSMA;
(n) that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EU Qualified Investors
and it represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the EEA except to EU Qualified Investors 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 EU Prospectus Regulation;
(o) 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 and agrees that this
Announcement has not been approved by either of the Joint
Bookrunners in their respective capacity as an authorised person
under section 21 of FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
(p) it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
(q) if in the United Kingdom, it is a qualified person (within
the meaning of the UK Prospectus Regulation) and is a person (i)
having professional experience in matters relating to investments
and who falls within the definition of "investment professionals"
in Article 19(5) of the Order or (ii) who is a high net worth
entity or other person falling within Article 49(2)(a) to (d) of
the Order, or (iii) to whom this Announcement may otherwise
lawfully be communicated;
(r) 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, and it will not offer for sale (or transfer, assign or
otherwise alienate) Placing Shares to investors in Australia for at
least 12 months after their issue, except in circumstances where
disclosure to investors is not required under Part 6D.2 of the
Corporations Act;
(s) if in Canada, it: (i) is purchasing as principal for its own
account, or is deemed under applicable Canadian securities laws to
be purchasing as principal , for investment only and not with a
view to resale or distribution; (ii) is both an "accredited
investor" as defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions of the Canadian Securities Administrators
(or, in Ontario, as defined in section 73.3(1) of the Securities
Act (Ontario), as applicable) and also a "permitted client" as
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the
Canadian Securities Administrators; (iii) was not created, and is
not used, solely to purchase or hold securities as an accredited
investor; and (iv) will provide such information regarding the
Placee as may be required to enable the Company and/or the Joint
Bookrunners to comply with any filing obligations under applicable
Canadian securities laws in respect of a sale to the Placee of any
Placing Shares;
(t) if in South Africa, it is a financial institution or other
person who is referred to in section 96(1)(a) of the SA Companies
Act, or a person who has subscribed, as principal, for the Placing
Shares at a total acquisition cost of ZAR1 000 000 or more, as
contemplated in section 96(1)(b) of the SA Companies Act;
(u) if it is an institutional investor for the purposes of the
Currency and Exchanges Act 9 of 1933 ("Exchange Control
Restrictions"), specifically: (i) a retirement fund or a long-term
insurer, then the aggregate value of its Placing participation at
the Placing Price does not and will not exceed 25% of the aggregate
value of its retail assets, calculated in accordance with the
Exchange Control Restrictions; or (ii) a collective investment
scheme management company, or investment manager registered as an
institutional investor with the Financial Surveillance Department,
then the aggregate value of its Placing participation at the
Placing Price does not and will not exceed 35% of the aggregate
value of its retail assets, calculated in accordance with the
Exchange Control Restrictions; and (iii) it has complied in all
respects with the prudential regulations administered by the
Financial Sector Conduct Authority of South Africa;
(v) if resident in or registered under the laws of South Africa:
(i) it accepts and acknowledges that this Announcement is not a
registered prospectus (as that term is defined in the South African
Companies Act) and will not be filed or registered with the South
African Companies and Intellectual Property Commission or any other
regulator in South Africa; (ii) it is one or more of the persons or
entities referred to in section 96(1) of the South African
Companies Act; and (iii) the Company will not be a registered
collective investment scheme under the South African Collective
Investment Scheme Control Act No. 45 of 2002 ("CISCA"), and nothing
in this Announcement should be construed as constituting an
opportunity to invest in a collective investment scheme in South
Africa;
(w) no action has been or will be taken by either the Company or
either of the Joint Bookrunners or any person acting on behalf of
any of them 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;
(x) 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;
(y) (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
each of the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
(z) (i) it and any person acting on its behalf has the funds
available to pay for and 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 either of the Joint
Bookrunners, the Company or any of their respective affiliates,
directors, officers, agents, employees or advisers acting in breach
of the legal and/or regulatory requirements and/or any anti-money
laundering requirements of any jurisdiction in connection with the
Placing; and (iv) the subscription for and purchase 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;
(aa) 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;
(bb) 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 this Appendix, on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee. It will, however, remain liable
for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest, fines or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
(cc) 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 either of the Joint Bookrunners 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;
(dd) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. None of the Joint Bookrunners or the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company and each of the Joint
Bookrunners 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 a Joint Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(ee) the Placing does not constitute a recommendation or
financial product advice and neither of the Joint Bookrunners has
had regard to its particular objectives, financial situation and
needs;
(ff) the Placing does not constitute "advice" as that term is
used in the FMA and/or the SA FAIS Act and should not be construed
as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa;
(gg) none of the Joint Bookrunners, any of their respective
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 either of the Joint Bookrunners and that
neither of the Joint Bookrunners has any duties or responsibilities
to it for providing the protections afforded to the Joint
Bookrunners' 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 or
other discretion;
(hh) that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication 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, (ii) 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, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
affiliates taken as a whole, including the markets in which the
Group operates, 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 either of the Joint Bookrunners, (iv)
it has had sufficient time and access to information to consider
and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its
own investigation to the extent it deems necessary for the purposes
of its investigation, and (v) it will not look to the Company,
either of the Joint Bookrunners, any of their respective affiliates
or any person acting on behalf of any of them for all or part of
any such loss or losses it or they may suffer;
(ii) in connection with the Placing, each of the Joint
Bookrunners and their 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. Accordingly, references in this Announcement to shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to any
of the Joint Bookrunners or their respective affiliates acting in
such capacity. In addition, each of the Joint Bookrunners may enter
into financing arrangements (including swaps, warrants and
contracts for difference) with investors in connection with which
the Joint Bookrunners or their respective affiliates may from time
to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Joint Bookrunners
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
(jj) that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Joint Bookrunners. The Joint Bookrunners reserve the right to take
up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion and will, inter
alia, take account of the Company's objectives, MiFID II
requirements and/or their allocation policies;
(kk) its commitment to acquire the Placing Shares on the terms
set out herein and in the contract note/trading confirmation 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 Joint Bookrunners' conduct of the
Placing;
(ll) terms and conditions and any agreements entered into by it
pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements
shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf
of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or either of the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
(mm) the Company, each of the Joint Bookrunners 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 each of the Joint
Bookrunners on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and each of
the Joint Bookrunners to produce 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 the Joint Bookrunners;
(nn) it will indemnify on an after-tax basis and hold the
Company and each of the Joint Bookrunners and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
(oo) none of the Company or the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement;
(pp) where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes 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; and
(qq) 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 the Joint Bookrunners (for their own benefit and,
where relevant, the benefit of their respective affiliates and any
person acting on behalf of any of them) and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners or any of their respective affiliates or any person
acting on behalf of any of them by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by it of the work to be done by it
pursuant to this Announcement or the performance of its obligations
pursuant to this Announcement or otherwise in connection with the
Placing.
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
either of the Joint Bookrunners will be responsible and the Placees
shall indemnify on an after-tax basis and hold harmless the Company
and each of the Joint Bookrunners 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 the Joint Bookrunners
accordingly.
None of the Company or the Joint Bookrunners is liable to bear
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners 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, either of the Joint Bookrunners 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 the Joint Bookrunners, any money held in an account
with a Joint Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the Joint
Bookrunners' money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of their own
business and the Placee will rank only as a general creditor of the
Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in their absolute discretion).
The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners 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.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
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END
IOEFFIFISEDSEES
(END) Dow Jones Newswires
October 10, 2023 11:36 ET (15:36 GMT)
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