TIDMCPC
RNS Number : 7984H
City Pub Group PLC (The)
27 March 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN THE CITY PUB GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
The City Pub Group PLC
(the "Company")
Placing and Open Offer to raise up to GBP22 million
The Company today announces it is proposing to raise up to GBP22
million, before expenses, by way of a Placing to raise up to GBP15
million and an Open Offer to raise up to approximately GBP7 million
at a price of 50 pence per share (the "Issue Price").
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this Announcement.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner
in relation to the Placing.
Placing and Open Offer Highlights
-- Proposed Placing of up to GBP15 million (before expenses) to
certain existing shareholders and other institutional investors at
the Issue Price.
-- Open Offer of up to approximately GBP7 million (before
expenses) with Qualifying Shareholders at the Issue Price.
-- Issue Price of 50 pence per New Ordinary Share represents a
discount of 10.7 per cent. to the closing mid-market price of the
Company's existing ordinary shares on 26 March 2020, the latest
practicable date prior to this Announcement.
-- The net proceeds of the Placing and Open Offer will be used
primarily to strengthen the Company's balance sheet and also,
should the right opportunities arise, to expand the Company's
portfolio of pubs at a time when the Directors' believe acquisition
prices will be reduced in the short term.
-- Upon completion of the Placing and the Open Offer, the
44,015,634 New Ordinary Shares would represent approximately 41.6
per cent. of the Enlarged Share Capital (assuming the Open Offer is
subscribed in full).
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of Liberum, in
consultation with the Company. The Placing is not underwritten.
-- The final number of Placing Shares will be agreed by Liberum
and the Company at the close of the Bookbuild, and the result will
be announced as soon as practicable thereafter.
-- The Appendix to this announcement (which forms part of this
announcement) contains the detailed terms and conditions of the
Placing.
-- Completion of the Placing and Open Offer will be conditional
upon, inter alia, the approval by Shareholders of the resolutions
to be proposed at a general meeting of the Company expected to be
convened and held on 16 April 2020 and Admission occurring.
-- The Company expects to publish a circular (the "Circular") in
connection with the Placing and Open Offer following the successful
closure of the Accelerated Book Build, in order to convene the
General Meeting. Full details of the Open Offer will also be
included in the Circular.
Background to and reasons for the Placing and Open Offer
City Pub Group was, prior to the onset of the COVID-19 virus, a
fast-growing business which had developed from a start-up in 2011
to a highly cash generative and profitable business with a
high-quality estate of predominately freehold pubs.
On 17 March 2020, the Company announced that recent trading had
been impacted by COVID-19 and its wider effects.
Since that date, the Government announced the closure of all
pubs and restaurants and, on 23 March, a strict lockdown across the
country.
The Company has taken a number of steps to significantly reduce
its monthly costs including temporary and permanent reductions in
the number of employees, unpaid leave and salary sacrifice of
staff, reduction in the salary of Directors by 50% until the pubs
re-open and halting training and recruitment costs. Certain
variable costs have been suspended e.g. BT, Sky and other
entertainment and promotional activities.
The Company will also be pursuing the Government's announced
support of reimbursement of 80% of employees costs for those on
salaries of GBP30,000 p.a. or less, is in discussions with
Landlords with a view to achieving rent holidays and reduce other
commitments, is in discussions with suppliers regarding extending
credit terms and is also intending to submit claims under relevant
insurance policies for both COVID-19 and for its pubs being closed
down. The Company will also benefit from a business rates holiday
in line with Government announcements.
The Company intends to retain key head office staff and pub
managers in order to protect the business. Whilst headcount will be
reduced in the near term, it is important that the Company
maintains a nucleus of experienced staff who Directors' believe
will help the business to hit the ground running when normal
trading conditions return. The Directors also intend to implement
new sales and marketing technology platforms in order to further
centralize marketing and sales activities and streamline
operations.
As announced on 17 March the Board is confident the Company has
sufficient working capital to maintain its operations for at least
another six months without further capital. The Directors estimate
that the monthly cash requirement, including retained employee
costs and no deferral in rent, will be approximately GBP350,000 per
month. Current net debt is approximately GBP32 million against a
portfolio consisting of freehold assets (90%), with a net book
value of GBP116 million as at 29 December 2019.
The Company has a strong and supportive relationship with its
bank. Whilst its bank have waived key covenant tests until December
2020, its GBP35 million bank facility, repayable in 2022 is fully
drawn and its GBP15 million accordion facility remains subject to
credit committee approval.
The Company is therefore proposing to raise funds via a Placing
to raise up to GBP15 million (before expenses) and up to a further
approximately GBP7 million via the Open Offer in order to:
-- Strengthen the Company's balance sheet in the event that the
ongoing suspended trading environment is extended;
-- Improve operational execution as a result of a more streamlined business;
-- Enable the Company to plan ahead for when more normal levels of business return; and
-- Position the Company, should the right opportunities arise,
to expand the Company's portfolio of pubs at a time when the
Directors' believe short-term acquisition prices will be
reduced.
The Directors believe that if the Placing is successful, the
Company will be well placed to grow the business and recover
shareholder value once its pubs reopen.
The cost base will be reduced and, although the cost base will
increase when the pubs reopen, the Company will be well financed to
enable the pub portfolio to be expanded at a time when the
Directors believe acquisition prices will be reduced.
During the closure period, the senior management will focus on
improving the operational structure of the business so that it can
be operated and managed more effectively. The Company intends to
continue with its cost reduction measures after completion of the
Placing and Open Offer and to focus on improving shareholder value
once its pubs reopen.
Current Trading
Further to the update to the market on 17 March 2020:
-- For the first 11 weeks to 15 March 2020, total turnover was
up 11% against the same period last year. Like for like sales for
the same period were down 4.5%;
-- For the 12 weeks to 22 March 2020, total turnover was up 2.5%
against the same period last year; and
-- Following the UK Government announcement on 20 March 2020,
all the Company's pubs have closed as a result of measures required
to combat the spread of COVID-19.
Enquiries:
The City Pub Group plc Tel: +44 20 7559 5106
Clive Watson, Executive Chairman
Tarquin Williams, CFO
Liberum (Nomad & Joint Broker) Tel: +44 20 3100 2222
Chris Clarke / Edward Thomas / Clayton Bush
Berenberg (Joint Broker) Tel: +44 20 3207 7800
Chris Bowman / Toby Flaux / Marie Moy
Instinctif Partners Tel: +44 (0)7831379122
Matthew Smallwood
Note:
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation. Upon the publication of this
announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, Liberum, Berenberg nor any of their respective
associates, partners, directors, officers or advisers undertakes
any obligation to update such statements. Comparisons of results
for current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
Liberum is authorised and regulated by the Financial Conduct
Authority (the "FCA" ) in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Liberum will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Liberum or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
Berenberg which is a member of the London Stock Exchange and
which is authorised and regulated in Germany by the German Federal
Financial Supervisory Authority (BaFin) and subject to limited
regulation in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the matters
referred to in this Announcement, and Berenberg 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 matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Berenberg or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares.
Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Placing and
Open Offer will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares the subject of the Placing have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Liberum will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining
appropriate distribution channels.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons 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.
About City Pub Group
City Pub Group is the owner and operator of 47 premium pubs
across Southern England and Wales.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement to participate 6 p.m. on 25 March
in the Open Offer 2020
Announcement of the Placing and the Open on 27 March 2020
Offer
Despatch of the Circular, the Form of Proxy on 30 March 2020
and, to certain Qualifying Non-CREST Shareholders,
the Application Form
Ex-entitlement Date for the Open Offer 7.00 a.m. on 30 March
2020
Basic Entitlements and Excess CREST Open on 31 March 2020
Offer Entitlements credited to CREST stock
accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4.30 p.m. on 7 April
withdrawal of Basic Entitlements and Excess 2020
CREST Open Offer Entitlements from CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on 8 April
and Excess CREST Open Offer Entitlements 2020
into CREST
Latest time and date for splitting Application 3.00 p.m. on 9 April
Forms (to satisfy bona fide market claims 2020
only)
Latest time and date for receipt of Forms 11.00 a.m. on 14 April
of Proxy for the General Meeting 2020
Latest time and date for receipt of completed 11.00 a.m. on 15 April
Application Forms and payment in full under 2020
the Open Offer or settlement of relevant
CREST instruction (as appropriate)
General Meeting 11.00 a.m. on 16 April
2020
Announcement of the result of the General on 16 April 2020
Meeting and Open Offer
Admission of the New Ordinary Shares to 8.00 a.m. on 17 April
trading on AIM 2020
New Ordinary Shares in uncertificated form As soon as practicable
expected to be credited to accounts in after 8.00 a.m. on
CREST (uncertificated holders only) 17 April 2020
Expected date of despatch of definitive on 29 April 2020
share certificates for the New Ordinary
Shares in certificated form (certificated
holders only)
Notes:
(1) The ability to participate in the Open Offer is subject to
certain restrictions relating to Qualifying Shareholders with
registered addresses or who are located or resident in countries
outside the UK (particularly the Excluded Overseas
Shareholders).Subject to certain exceptions, Application Forms will
not be despatched to, and Open Offer Entitlements will not be
credited to the stock accounts in CREST of, Shareholders with
registered addresses in any of the Restricted Jurisdictions.
(2) Each of the times and dates set out in the above timetable
and mentioned in this Announcement is subject to change by the
Company (with the agreement of Liberum), in which event details of
the new times and dates will be notified to the London Stock
Exchange and the Company will make an appropriate announcement to a
Regulatory Information Service.
(3) References to times in this Announcement are to London times unless otherwise stated.
(4) Different deadlines and procedures for applications may
apply in certain cases. For example, if you hold your Ordinary
Shares through a CREST member or other nominee, that person may set
an earlier date for application and payment than the dates noted
above.
(5) Assumes that the Resolutions that are set out in the Notice of General Meeting are passed.
(6) If you require assistance please contact Equiniti on 0371
384 2050 or +44 121 415 0259 (if calling from outside the UK).
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8.30
a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Equiniti cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes .
FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER
1. Introduction
Placing and Open Offer
The Company is proposing to undertake a Placing to raise
approximately GBP15 million (before expenses) together with an Open
Offer to raise approximately GBP7 million (before fees and
expenses), in each case through the issue of New Ordinary Shares at
the Issue Price. Liberum is acting as nominated adviser and
corporate broker in connection with the Placing and Open Offer.
The Issue Price represents a discount of 10.7 per cent. to the
Closing Price on the Latest Practicable Date. Application will be
made to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that Admission will
occur on or around 17 April 2020. The Placing and the Open Offer
are conditional, inter alia, on the passing of the Resolutions at
the General Meeting. T he Placing Shares are not subject to
clawback and are not part of the Open Offer.
The purpose of this Announcement is to set out the background
to, and the reasons for, the Placing and the Open Offer. It
explains why the Directors consider the Placing and the Open Offer
to be in the best interests of the Company and its Shareholders as
a whole. The Board recommends that Shareholders vote in favour of
the Resolutions to be proposed at the General Meeting, as the
Directors who are interested in the Company's shares have
irrevocably undertaken to do themselves in respect of their own
beneficial shareholdings.
2. Background to and reasons for the Placing and Open Offer
City Pub Group was, prior to the onset of the COVID-19 virus, a
fast growing business which had developed from a start-up in 2011
to a highly cash generative and profitable business with a high
quality estate of predominately freehold pubs.
On 17 March 2020, the Company announced that recent trading had
been impacted by COVID-19 and its wider effects.
Since that date the Government announced the closure of all pubs
and restaurants and, on 23 March, a strict lockdown across the
country.
The Company has taken a number of steps to significantly reduce
its monthly costs including temporary and permanent reductions in
the number of employees, unpaid leave and salary sacrifice of
staff, reduction in the salary of Directors by 50% until the pubs
re-open and halting training and recruitment costs. Certain
variable costs have been suspended e.g. BT, Sky and other
entertainment and promotional activities.
The Company will also be pursuing the Government's announced
support of reimbursement of 80% of employees costs for those on
salaries of GBP30,000 p.a. or less, is in discussions with
Landlords with a view to achieving rent holidays and reduce other
commitments, is in discussions with suppliers regarding extending
credit terms and is also intending to submit claims under relevant
insurance policies for both COVID-19 and for its pubs being closed
down. The Company will also benefit from a business rates holiday
in line with Government announcements.
The Company intends to retain key head office staff and pub
managers in order to protect the business. Whilst headcount will be
reduced in the near term, it is important that the Company
maintains a nucleus of experienced staff who Directors' believe
will help the business to hit the ground running when normal
trading conditions return. The Directors also intend to implement
new sales and marketing technology platforms in order to further
centralize marketing and sales activities and streamline
operations.
As announced on 17 March, the Board is confident the Company has
sufficient working capital to maintain its operations for at least
another six months without further capital. The Directors estimate
that the monthly cash requirement, including retained employee
costs and no deferral in rent, will be approximately GBP350,000 per
month. Current net debt is approximately GBP32 million against a
portfolio consisting of freehold assets (90%), with a net book
value of GBP116 million as at 29 December 2019.
The Company has a strong and supportive relationship with its
bank. Whilst its bank have waived key covenant tests until December
2020 its GBP35 million bank facility, repayable in 2022, is fully
drawn and its GBP15 million accordion facility remains subject to
credit committee approval.
Th e Company is therefore proposing to raise funds via a Placing
to raise up to GBP15 million (before expenses) and up to a further
approximately GBP7 million via the Open Offer in order to:
-- Strengthen the Company's balance sheet in the event that the
ongoing suspended trading environment is extended;
-- Improve operational execution as a result of a more streamlined business;
-- Enable the Company to plan ahead for when more normal levels of business return; and
-- Position the Company, should the right opportunities arise,
to expand the Company's portfolio of pubs at a time when Directors'
believe short-term acquisition prices will be reduced.
The Directors believe that if the Placing is successful, the
Company will be well placed to grow the business and recover
shareholder value once its pubs reopen.
The cost base will be reduced and, although the cost base will
increase when the pubs reopen, the Company will be well financed to
enable the pub portfolio to be expanded at a time when the
Directors believe acquisition prices will be reduced .
During the closure period, the senior management will focus on
improving the operations structure of the business so that it can
be operated and managed more effectively. The Company intends to
continue with its cost reduction measures after completion of the
Placing and Open Offer and to focus on improving shareholder value
once its pubs reopen .
3. Current Trading
Further to the update to the market on 17 March 2020:
-- For the first 11 weeks to 15 March 2020, total turnover was
up 11% against the same period last year. Like for like sales for
the same period were down 4.5%;
-- For the 12 weeks to 22 March 2020, total turnover was up 2.5%
against the same period last year; and
-- Following the UK Government announcement on 20 March 2020,
all the Company's pubs have closed as a result of measures required
to combat the spread of COVID-19.
4. Details of the Placing and Open Offer
The Directors have given careful consideration as to the
structure of the proposed fundraising and have concluded that the
Placing and the Open Offer is the most suitable option available to
the Company and its Shareholders at this time.
Through the Placing, up to 30,000,000 Placing Shares will be
issued to Placees at 50 pence per Placing Share (i.e. the Issue
Price) to raise gross proceeds of approximately GBP15 million;
and
Up to 14,015,634 New Ordinary Shares will be issued to
Qualifying Shareholders through the Open Offer at 50 pence per New
Ordinary Share to raise gross proceeds of up to approximately GBP7
million (assuming full take up under the Open Offer).
The Placing was made available to certain eligible existing
institutional shareholders and certain new institutional
investors.
The allotment and issue of the Placing Shares and the Open Offer
Shares is conditional on the approval by Shareholders of the
Resolutions required for the Directors to allot the Placing Shares
and the Open Offer Shares and for statutory pre-emption rights to
be disapplied in respect of such allotments. The Resolutions
include the relevant approvals required for the Placing.
The Resolutions also contain the relevant approvals to effect
the Reorganisation details of which are set out below and the
Placing and Open Offer is also conditional on the approval of
Shareholders to the Reorganisation.
Principal Terms of the Placing
Liberum, as agent for the Company, has agreed to procure Placees
by way of an accelerated bookbuild process on the terms of the
Placing and Open Offer Agreement. Placees will apply to subscribe
for the Placing Shares on the basis of the Terms and Conditions of
the Placing set out in the Appendix to this Announcement.
The Placing is not being underwritten.
The Placing Shares are not subject to clawback and are not part
of the Open Offer.
The Placing is intended to raise GBP 15 million (before
expenses). It is expected that the Placing proceeds will be
received by the Company by 17 April 2020.
Principal terms of the Open Offer
The Directors consider it important that Qualifying Shareholders
have the opportunity to participate in the fundraising, and the
Directors have concluded that the Open Offer is the most suitable
option available to the Company and its Shareholders.
The Open Offer provides an opportunity for all Qualifying
Shareholders to participate in the fundraising by both subscribing
for their respective Basic Entitlements and by subscribing for
Excess Shares under the Excess Application Facility, subject to
availability.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for 5 Open Offer Shares for
every 22 Existing Ordinary Shares held on the Record Date.
The Open Offer will raise gross proceeds of up to approximately
GBP7 million.
The Issue Price represents a discount of approximately 10.7 per
cent. to the Closing Price on the Latest Practicable Date.
The Placing and the Open Offer are separate and distinct
transactions involving the issue of New Ordinary Shares. However
the Open Offer is conditional on the Placing and will not be
implemented independently if for any reason the Placing lapses.
Following the close of the subscription period under the Open
Offer, any Open Offer Shares not subscribed for by Qualifying
Shareholders may be placed by the Company with institutional
investors to satisfy any further demand at such time.
Basic Entitlement
Qualifying Shareholders are invited, on and subject to the terms
and conditions of the Open Offer, to apply for any number of Open
Offer Shares (subject to the limit on the number of Excess Shares
that can be applied for using the Excess Application Facility) at
the Issue Price. Qualifying Shareholders have a Basic Entitlement
of:
5 Open Offer Shares for every 22 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on
the Record Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to Open
Offer Shares will be disregarded in calculating Basic Entitlements
and will be aggregated and made available to Qualifying
Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares available for
subscription pursuant to the Open Offer will not exceed
14,015,634 New Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect
of all of the Open Offer Shares under the Open Offer, unallocated
Open Offer Shares will be allotted to Qualifying Shareholders to
meet any valid applications under the Excess Application Facility
provided always that no Qualifying Shareholder shall be entitled to
receive in excess of such number of Open Offer Shares as would
bring their aggregate interest in the Company to more than the 29.9
per cent. Aggregate Limit.
Excess Application Facility
Subject to availability and assuming that Qualifying
Shareholders have accepted their Basic Entitlement in full, the
Excess Application Facility enables Qualifying Shareholders to
apply for any whole number of Excess Shares in addition to their
Basic Entitlement up to an amount equal to the total number of Open
Offer Shares available under the Open Offer less an amount equal to
a Qualifying Shareholder's Basic Entitlement, subject always to the
29.9 per cent. Aggregate Limit.
Excess Applications may be allocated in such manner as the
Directors (in consultation with Liberum) may determine, in their
absolute discretion, and no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full or in part or at all.
Conditionality
The Placing and the Open Offer are conditional upon, among other
things, the following:
-- the passing (without amendment) at the General Meeting of the
Resolutions and the Resolutions becoming unconditional;
-- the London Stock Exchange agreeing to admit (subject only to
allotment, where relevant) the Placing Shares and the Open Offer
Shares to trading on AIM;
-- Admission taking place by not later than 8.00 a.m. on 17
April 2020 (or such later date as Liberum may agree as the date for
Admission, but in any event not later than 8.00 a.m. on 30 April
2020); and
-- the Placing and Open Offer Agreement becoming unconditional
in all respects (save for the condition relating to Admission) and
not having been terminated in accordance with its terms prior to
Admission.
If the conditions set out above are not satisfied or waived
(where capable of waiver):
-- the Placing and the Open Offer will lapse;
-- the Placing Shares will not be issued and all monies received
from the Placees in respect of the Placing Shares will be returned
to the Placees (at the Placees' risk and without interest) as soon
as possible thereafter;
-- any Basic Entitlements and Excess CREST Open Offer
Entitlements admitted to CREST will, after that time and date, be
disabled and application monies under the Open Offer will be
refunded to the applicants, by cheque (at the applicant's risk) in
the case of Qualifying Non-CREST Shareholders and by way of a CREST
payment in the case of Qualifying CREST Shareholders, without
interest, as soon as practicable thereafter.
The Placing and the Open Offer are separate and distinct
transactions involving the issue of Ordinary Shares. However the
Open Offer is conditional on the Placing and will not be
implemented independently if for any reason the Placing lapses.
Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Admission is
expected to take place, and dealings on AIM are expected to
commence, at 8.00 a.m. on 17 April 2020 (or such later time and/or
date as may be agreed between the Company and Liberum, being no
later than 8.00 a.m. on 30 April 2020). No temporary document of
title will be issued.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the date of this Announcement and will carry the right to receive
all dividends and distributions declared, made or paid on or in
respect of the Ordinary Shares after Admission.
5. Effect of the Placing and the Open Offer
Upon completion of the Placing and the Open Offer, the New
Ordinary Shares will represent approximately 41.6 per cent. of the
Enlarged Share Capital (assuming the Open Offer is subscribed in
full).
6. The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement,
Liberum, as joint broker for the Company, has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
and Berenberg, as joint broker, has been appointed as agent to
assist with the Open Offer.
The Placing and Open Offer Agreement is conditional upon, among
other things, the conditions set out above and none of the
warranties or undertakings given to Liberum and Berenberg prior to
Admission being or becoming untrue, inaccurate or misleading.
The Placing and Open Offer Agreement contains customary
warranties given by the Company in favour of Liberum and Berenberg
in relation to, among other things, the accuracy of the information
in this Announcement and the Circular and other matters relating to
the Group and its business.
In addition, the Company has agreed to indemnify Liberum (and
its affiliates) and Berenberg (and its affiliates) in relation to
certain liabilities which they may incur in respect of the Placing
and the Open Offer.
Liberum has the right to terminate the Placing and Open Offer
Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties or a material
adverse change or if the Placing and Open Offer Agreement does not
become unconditional.
7. Use of Proceeds
The proceeds of the Placing and Open Offer will be:
-- Primarily to strengthen the Company's balance sheet in the
event that the ongoing suspended trading environment in the wake of
COVID-19 continues;
-- To improve operational execution as a result of a more streamlined business;
-- To enable the Company to plan ahead for when more normal levels of business return; and
-- To position the Company, should the right opportunities
arise, to expand the Company's portfolio of pubs at a time when
Directors' believe short-term acquisition prices will be
reduced.
8. Details of the Reorganisation
The Company proposes to implement the Reorganisation so as to
reduce the nominal value of the Ordinary Shares. The Reorganisation
will take place before Admission and is expected to be implemented
after the General Meeting. Under the Reorganisation, each Existing
Ordinary Share of 50 pence nominal value will be subdivided into 50
Ordinary Shares of one pence nominal value and 49 of these ordinary
shares of one pence each will be immediately re-designated as a
Deferred Share of one pence nominal value, with very limited
rights.
The Placing and Open Offer is conditional upon (among other
things) the completion of the Reorganisation. The proportion of the
issued share capital of the Company held by each Shareholder
immediately following the Reorganisation will remain unchanged. In
addition, apart from having a different nominal value, each
Ordinary Share of one pence nominal value will carry the same
rights as set out in the Articles that currently apply to the
Existing Ordinary Shares.
All uncertificated Ordinary Shares held in Shareholders' stock
accounts in CREST will be amended as soon as possible after 8.00
a.m. on 17 April 2020 to confirm the new nominal value of one
pence. No new share certificates will be issued in respect of
Ordinary Shares in certificated form in connection with the
Reorganisation and no action will, or needs to, be taken in respect
of such Ordinary Shares.
The Deferred Shares created on the Reorganisation becoming
effective, will have no voting or dividend rights and, on a return
of capital on a winding up, will have no valuable economic rights.
No share certificates will be issued in respect of the Deferred
Shares, nor will they be admitted to trading on AIM or any other
investment exchange. A request will be made to the London Stock
Exchange to reflect on AIM the subdivision of the Existing Ordinary
Shares.
The Directors intend to take steps to buy back and cancel the
Deferred Shares at a suitable time following completion of the
Placing and Open Offer.
9. Dilutive impact of Placing and Open Offer
The proposed issue of the Placing Shares and the Open Offer
Shares pursuant to the Fundraising will dilute existing
shareholdings of Shareholders. Qualifying Shareholders will be able
to mitigate the extent of this dilution by applying for Open Offer
Shares in the Open Offer.
The maximum dilution which a Shareholder will be subject to if
he/she does not participate in the Open Offer, as a result of
completion of the Placing and Open Offer (assuming the Open Offer
is taken up in full) is 41.6 per cent.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
"29.9% Aggregate Limit" a restriction on any Shareholder
acquiring any New Ordinary Shares pursuant to the Placing and/or
the Open Offer which would, when aggregated with any existing
interests in shares held by such Shareholder, result in such
Shareholder holding an interest in shares which (taken together
with shares in which persons acting in concert with him are
interested) carry 30% or more of the voting rights of the
Company
"Admission" admission of the Placing Shares and Open Offer
Shares to trading on AIM becoming effective in accordance with the
AIM Rules
"AIM" the market of that name operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for
Nominated Advisers (as the context may require)
"AIM Rules for Companies" the rules of AIM as set out in the
publication entitled "AIM Rules for Companies" published by the
London Stock
Exchange from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out
in the publication entitled "AIM Rules for Nominated Advisers"
published by the London Stock Exchange from time to time
"Announcement" this RIS announcement
"Appendix" the appendix to the Announcement setting out the
terms and conditions of the Placing
"Application Form" the application form accompanying the
Circular to be used by Qualifying Non-CREST Shareholders in
connection with the Open Offer
"Basic Entitlement" the Open Offer Shares which a Qualifying
Shareholder is entitled to subscribe for under the Open Offer
calculated on the basis of 5 Open Offer Shares for every 22
Existing Ordinary Shares held by that Qualifying Shareholder as at
the Record Date (subject to any adjustment required to remain
within the Maximum Limit)
"Berenberg" Joh. Berenberg Gossler & Co. KG, a
Kommanditgesellschaft (a German form of limited partnership)
established under the laws of the Federal Republic of Germany,
registered with the Commercial Register at the Local Court in the
City of Hamburg under registration number HRA 42659, whose
registered office is at Neuer Jungfernstieg 20, 20354 Hamburg,
Germany, acting through its London Branch at 60 Threadneedle
Street, London, EC2R 8HP
"Board" or "Directors" the board of directors of the Company
"Bookbuild" the accelerated bookbuild process conducted in
relation to the Placing which established the demand for and total
number of Placing Shares to be issued pursuant to the Placing at
the Issue Price
"certificated" or "in certificated form " an Ordinary Share or
other security recorded on a company's share register as being held
in certificated form (that is not in CREST)
"Circular" this circular of the Company giving (amongst other
things) details of the Placing and Open Offer and incorporating the
Notice of General Meeting
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the Aim Appendix to the Daily
Official List of the London Stock Exchange;
"Company" or "City Pub Group" The City Pub Group plc, a public
limited company incorporated in England and Wales under registered
number 07814568
"CREST" the relevant system (as defined in the Regulations)
which enables title to units of relevant securities (as defined in
the Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear is the Operator (as
defined in the CREST Regulations)
"CREST member" a person who has been admitted to CREST as a
system-member (as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST regulations)
"CREST Regulations" or the Uncertificated Securities Regulations
2001 (SI 2001/3755)
"Regulations" (as amended from time to time)
"Deferred Shares" means deferred shares of 1 pence each in the
capital of the Company to be created as part of the
Reorganisation
"Enlarged Share Capital" the entire issued share capital of the
Company following Admission, assuming no other Ordinary Shares are
issued between the date of this Announcement and Admission and
assuming 105,684,425 New Ordinary Shares are issued
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the Operator of
CREST (as defined in CREST Regulations)
"Excess Applications" applications pursuant to the Excess
Application Facility
"Excess Application Facility" the mechanism whereby a Qualifying
Shareholder, who has taken up his Basic Entitlement in full, can
apply for Excess Shares up to an amount equal to the total number
of Open Offer Shares available under the Open Offer less an amount
equal to a Qualifying Shareholder's Basic Entitlement, subject
always to the 29.9 per cent. Aggregate Limit, as more fully set out
in Part II of the Circular
"Excess CREST Open OfferEntitlements" in respect of each
Qualifying CREST Shareholder who has taken up his Basic Entitlement
in full, the entitlement to apply for Open Offer Shares in addition
to his Basic Entitlement credited to his stock account in CREST,
pursuant to the Excess Application Facility, which may be subject
to scaling back in accordance with the provisions of the
Circular
"Excess Open Offer Entitlement" in respect of each Qualifying
Shareholder, the entitlement (in addition to his Open Offer
Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his
Open Offer Entitlement in full and which may be subject to scaling
back in accordance with the provisions of this document
"Excess Shares" Open Offer Shares which are not taken up by
Qualifying Shareholders pursuant to their Basic Entitlement and
which are offered to Qualifying Shareholders under the Excess
Application Facility
"Existing Issued Share Capital" the entire issued share capital
of the Company on 26 March 2020 (the latest practicable date prior
to publication of this Circular)
"Excluded Overseas Shareholders" other than as agreed by the
Company and Liberum or as permitted by applicable law, Shareholders
who are located or have registered addresses in a Restricted
Jurisdiction
"Existing Ordinary Shares" the 61,668,791 Ordinary Shares of 50
pence each in the capital of the Company in issue on 26 March 2020,
(the latest practicable date prior to publication of this Circular)
all of which are admitted to trading on AIM
"Form of Proxy" the form of proxy accompanying this Circular for
use by Shareholders in relation to the General Meeting
"General Meeting" the general meeting of the Shareholders of the
Company to be held at the offices of the Company at Essel House,
2nd Floor, 29 Foley Street, London W1W 7TH at 11.00 a.m. on 16
March 2020, notice of which is set out at the end of the
Circular
"Group" the Company, its subsidiaries and subsidiary
undertakings
"Issue Price" 50 pence per New Ordinary Share
"Latest Practicable Date" means 5.00 p.m. on 26 March 2020,
being the latest practicable date prior to publication of this
Announcement
"Liberum" Liberum Capital Limited, a company incorporated and
registered in England with No 04533970 whose registered office is
25 Ropemaker Street, London EC2Y 9LJ
"London Stock Exchange" London Stock Exchange plc
"Maximum Limit" the Sterling equivalent of Euro 8 million which
can be raised by the Company pursuant to the Open Offer calculated
on the basis of the Euro/Sterling rate of exchange on26 March
2020
"New Ordinary Shares" the Placing Shares and the Open Offer
Shares to be issued by the Company pursuant to the Placing and the
Open Offer
"Notice of General Meeting" the notice of General Meeting set
out at the end of the Circular
"Open Offer" the conditional invitation by the Company to
Qualifying Shareholders to apply to subscribe for Open Offer Shares
at the Issue Price on the terms and subject to the conditions set
out in the Circular and in the case of the Qualifying Non-CREST
Shareholders only, the Application Form
"Open Offer Entitlements" an entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying Shareholder under the Open
Offer (and, for the avoidance of doubt, references to Open Offer
Entitlements include Basic Entitlements and Excess Open Offer
Entitlements)
"Open Offer Shares" the 14,015,634 new Ordinary Shares of 1
pence each to be offered to Qualifying Shareholders under the Open
Offer and conditional on the Reorganisation taking effect
"Ordinary Shares" ordinary shares of GBP0.50 each in the capital
of the Company prior to the Reorganisation taking effect and which
will have a nominal value of 1 pence each following the
Reorganisation taking effect
"Overseas Shareholders" Shareholders with registered addresses
outside the UK or who are citizens of, incorporated in, registered
in or otherwise resident in, countries outside the UK
"Placee" an eligible institutional investor procured by Liberum
who have agreed to subscribe for Placing Shares in the Placing
"Placing" the conditional placing by Liberum (on behalf of the
Company) of the Placing Shares pursuant to the Placing and Open
Offer Agreement
"Placing and Open Offer Agreement" the conditional agreement
dated 27 March 2020 relating to the Placing and Open Offer made
between the Company, Liberum and Berenberg
"Placing Shares" the up to 30,000,000 new Ordinary Shares of 1
pence each to be issued by the Company pursuant to the Placing and
conditional on the Reorganisation taking effect
"Qualifying CREST Shareholders" Qualifying Shareholders whose
Existing Ordinary Shares on the register of members of the Company
on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders
whose Existing Ordinary Shares on the register of members of the
Company on the Record Date are held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company at the Record Date with the
exception (subject to certain exceptions) of Excluded Overseas
Shareholders
"Record Date" 6.00 p.m. on 25 March 2020
"Registrars" or "Equiniti" or Equiniti Limited of Aspect House,
Spencer Road, Lancing
"Receiving Agent" BN99 6DA
"Regulatory Information Service" has the meaning given in the AIM Rules for Companies
or "RIS"
"Reorganisation" the proposed subdivision of the Existing
Ordinary Shares into 50 Ordinary Shares of 1 pence nominal value
each and the immediate re-designation of 49 of such Ordinary Shares
of 1 pence each as Deferred Shares of 1 pence nominal value
each
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General Meeting and
"Resolution" shall be a reference to any one of them
"Restricted Jurisdictions" the United States and each of Canada,
Australia, New Zealand, the Republic of South Africa and Japan
"Shareholders" the holders of Ordinary Shares for the time
being, each individually a "Shareholder"
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"uncertificated" or "uncertificated form" recorded on the
register of members of the Company as being held in uncertificated
form in CREST and, title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
All references in this document to "GBP", "pence" or "p" are to
the lawful currency of the United Kingdom.
APPIX
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES) COMES
ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS.
IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS
ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING .
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"), ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE
QUALIFIED INVESTORS, AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED
ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES .
Persons (including individuals, funds or otherwise) who are
invited and who choose to participate in the Placing, by making an
oral or written offer to subscribe for Placing Shares will be
deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; (ii) to be making such
offer on the terms and conditions contained in this Appendix; and
(iii) 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 this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges to the Company, and Liberum
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (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 European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of Liberum 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 Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Regulation as having been
made to such persons;
3. except as otherwise permitted by Liberum, it is acquiring the
Placing Shares in an "Offshore Transaction" as defined in and
pursuant to Rules 903 or 904 to Regulation S under the Securities
Act ("Regulation S"); and
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
All offers of the Placing Shares in the EEA will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, the
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not apply.
The Company and Liberum will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements.
Capitalised terms used in this Appendix shall bear the same
meaning as those defined terms used in the Announcement, unless
otherwise defined herein.
Details of the Placing
Liberum have today entered into the placing agreement with the
Company ("Placing Agreement"), under which Liberum has agreed, as
agents for the Company, to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price on the
terms and subject to the conditions set out therein.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued ordinary shares in the capital of
the Company ("Ordinary Shares"), including the right to receive
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares ("Admission") to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on 17 April
2020.
Participation in, and principal terms of, the Placing
Liberum (whether through itself or any of its affiliates, as
defined below) is arranging the Placing and has agreed to use its
reasonable endeavours to procure Placees at the Placing Price for
the Placing Shares. Participation in the Placing will only be
available to Placees who may lawfully be, and are, invited to
participate by Liberum.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of a bookbuilding
exercise by Liberum (the "Bookbuild"). The results of the Bookbuild
will be recorded in an announcement, which will be released via a
Regulatory Information Service following the completion of the
Bookbuild.
Placees wishing to participate in the Bookbuild are required to
communicate their bid by telephone or in writing to their usual
contact at Liberum stating the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price.
Liberum will determine in its absolute discretion the extent of
each Placee's participation in the Placing and this will be
confirmed orally or in writing by Liberum as agent of the Company
("Confirmation"). A contract note or electronic trade confirmation
will be dispatched as soon as possible thereafter. No element of
the Placing will be underwritten. The Confirmation will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix (a copy of the terms and
conditions having been provided to the Placee prior to or at the
same time as such oral or written confirmation) and in accordance
with the Company's articles of association ("Articles"). For the
avoidance of doubt, the Confirmation constitutes each Placee's
irrevocable legally binding agreement, subject to the Placing
Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
The Bookbuild is expected to close no later than 4.00pm (London
time) on 27 March 2020 but may be closed earlier or later at the
discretion of Liberum. Liberum may, in agreement with the Company,
accept bids received after the Bookbuild has closed. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing in its discretion.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum to pay in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for. By participating in
the Placing, each Placee will be deemed: (i) to have read and
understood the Announcement and this Appendix in their entirety;
(ii) to be participating in the Placing upon the terms and
conditions contained in the Appendices; and (iii) to be providing
the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix. To the
fullest extent permitted by law and applicable FCA rules (the "FCA
Rules"), neither (i) Liberum, (ii) any of their respective
directors, partners, officers, employees or consultants, or (iii)
to the extent not referred to within (i) or (ii), any person
connected with Liberum as defined in the FCA Rules ((i), (ii) and
(iii) being together "affiliates" and individually an "affiliate"),
shall have any liability to Placees or to any person other than the
Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for and acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing Agreement not being terminated on the basis
referred to below under 'Termination of the Placing Agreement'. In
the event that the Placing Agreement does not otherwise become
unconditional in any respect or is terminated, the Placing will not
proceed and all funds delivered by the Placee to Liberum in respect
of the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
To the fullest extent permissible by law, neither the Company,
nor Liberum nor any of its affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, Liberum nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the Resolutions having been passed without amendment by the
required majority at the general meeting of the shareholders of the
Company to be held at Essel House, 2(nd) Floor, 29 Foley Street,
London W1W 7TH at 11 a.m. on 16 April 2020 (or any adjournment
thereof);
(c) Admission having occurred no later than 8.00 a.m. on 17
April 2020 or such later date as the Company and Liberum may agree,
but in any event not later than 8.00 a.m. on 30 April 2020.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's 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.
Liberum, at its sole discretion and upon such terms as it thinks
fit, may waive compliance by the Company with the whole or any part
of any of the Company's obligations in relation to the conditions
in the Placing Agreement. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
None of Liberum, the Company or any other person 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 Liberum.
Termination of the Placing Agreement
Liberum are entitled (but after, where practicable, having
consulted with the Company) at any time before Admission, to
terminate the Placing Agreement in relation to their obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things: the Company is in breach and/or has failed to
comply with its obligations under the Placing Agreement in a
respect which Liberum considers to be material; or
(a) any statement contained in this Announcement or any other
document or announcement issued or published by on or behalf of the
Company in connection with the Placing is or has become untrue or
incorrect in a respect which Liberum considers to be material or
misleading at the date of such document; or
(b) the Company was or is in breach of any of the warranties
given by the Company at the time of the Placing Agreement or any
time prior to Admission in a respect which Liberum considers to be
material;
(c) any material circumstance arises which is likely to give
rise to a claim under any of the indemnities given by the Company
under the Placing Agreement;
(d) any material matter, fact or circumstance occurs which gives
rise to a supplementary announcement having to be released;
(e) any fact or circumstance arising after the entry into the
Placing Agreement and prior to admission that has or is likely to
have a material adverse effect on the business, operations, assets,
profits, funding position, liquidity or solvency of the Company or
its Group as a whole;
(f) the Company fails to accept Liberum's reasonable advice on
matters leading to Liberum's inability to comply with the AIM
Rules, the AIM Rules for Nominated Advisers, FSMA or any other
applicable laws or regulations; or
(g) in the reasonable opinion of Liberum, there has been a force majeure event.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document 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 Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) 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, Liberum or any other person and neither Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. 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 the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if, in the opinion
of Liberum, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in this Appendix and subject to the Company's
Articles.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with Liberum,
stating the number of Placing Shares allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Liberum 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 Liberum, including providing its settlement
details in order to enable instructions to be successfully matched
in CREST. The relevant settlement details for the Placing Shares
are as follows:
CREST Participant ID of Liberum: ENQAN
Expected Trade Date: 30 March 2020
Expected Settlement Date: 17 April 2020
ISIN code for the Placing Shares: GB00BYWRS683
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 16 April 2020.
Settlement will take place on a delivery versus payment
basis.
The Company will deliver the Placing Shares to the CREST
accounts operated by Liberum as agents for the Company and Liberum
will enter their delivery (DEL) instruction into the CREST system.
The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges,
undertakes, represents, warrants and agrees (as the case may be) the following:
That it:
1. represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its acquisition of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that it has received this Announcement solely
for its use and has not redistributed or duplicated it and will not
distribute, forward, transfer or otherwise transmit this
Announcement or any part thereof to any person;
3. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also
be subject to the provisions of the Placing Agreement and the
Company's Articles;
5. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
6. acknowledges that neither Liberum, nor the Company nor any of
their respective affiliates or any person acting on behalf of any
of them has provided, nor will they provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Liberum, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by Liberum or the Company or their
respective affiliates and neither Liberum nor the Company nor their
respective affiliates 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 on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing;
8. represents and warrants that, to the extent it has received
any inside information (for the purposes of the Market Abuse
Regulation (EU Regulation No. 596/2014 ("MAR")) and section 56 of
the Criminal Justice Act 1993) in relation to the Company and its
securities, it has not: (a) dealt (or attempted to deal) in the
securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
9. acknowledges that neither Liberum nor any person acting on
its behalf nor any of their respective affiliates has or shall have
any liability for any publicly available or filed information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
10. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, the Market Abuse
Regulation and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (the "Regulations") and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
11. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation (including any relevant
implementing measure in any member state), represents and warrants
that the Placing Shares subscribed for by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the European Economic Area which has
implemented the Prospectus Regulation other than to qualified
investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any Member State of the European Economic Area within the meaning
of the Prospectus Regulation (including any relevant implementing
measure in any member state);
14. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of 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;
15. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
16. if within the United Kingdom, represents and warrants that
it is a qualified investor as defined within the meaning of Article
2(e) of the Prospectus Regulation and is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, or is a person to whom this Announcement may otherwise be
lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(e) of
the Prospectus Regulation and represents and agrees that, in the
Europe, it is such a qualified investor;
18. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for Placing Shares under the laws
of all relevant jurisdictions which apply to it and that it has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to this 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, and that its subscription of the
Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise.
19. represents and warrants that it has complied with all
relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required in connection
with the Placing Shares, complied with all requisite formalities
and that it has not taken any action or omitted to take any action
which will or may result in Liberum, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
20. acknowledges and agrees that its purchase of Placing Shares
does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the
Company;
21. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Liberum may in its absolute
discretion determine and without liability to such Placee;
22. acknowledges that neither Liberum nor any of its affiliates,
nor any person acting on behalf of any of them, is making any
recommendations to it, 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 Liberum for the purposes of the Placing
and that Liberum has no duties or responsibilities to it for
providing the protections afforded to its clients 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;
23. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Liberum nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Liberum in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
accounts of Liberum who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
24. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Liberum 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;
25. acknowledges that Liberum and its affiliates will rely upon
the truth and accuracy of the representations, warranties and
acknowledgements set forth herein and which are irrevocable and it
irrevocably authorises Liberum 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;
26. agrees to indemnify on an after tax basis and hold Liberum,
its affiliates and the Company 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 the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the
Placing;
27. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
28. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The
agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that 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 that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
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 may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and none of the Company or Liberum shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Liberum
accordingly;
29. understands that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the
Company or Liberum 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;
30. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
31. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Liberum;
32. understands and agrees that it may not rely on any
investigation that Liberum or any person acting on their behalf may
or may not have conducted with respect to the Company, or the
Placing and Liberum have not made any representation to it, express
or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by
Liberum or the Company for the purposes of this Placing;
33. accordingly it acknowledges and agrees that it will not hold
Liberum or any of its affiliates or any person acting on their
behalf responsible or liable for any misstatements in or omission
from any publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that neither
Liberum nor any person acting on behalf of Liberum makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
34. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan, and
it acknowledges and agrees that the Placing Shares have not been
and will not be registered or otherwise qualified for offer and
sale nor will a prospectus be published in respect of any of the
Placing Shares under the securities laws or legislation of the
United States, Canada, Australia, New Zealand, the Republic of
South Africa or Japan or any other jurisdiction in which such offer
or solicitation is or may be unlawful and, subject to certain
exceptions, may not be offered, sold, delivered or transferred,
directly or indirectly, within those jurisdictions;
35. unless specifically agreed in writing with Liberum, the
Placee is a person located outside the United States and is
subscribing for Placing Shares only in an "offshore transaction" as
defined in and pursuant to Regulation S and is not subscribing for
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares in or into the United States;
36. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act); and
37. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given.
The foregoing representations, warranties, undertakings and
confirmations are given for the benefit of the Company and
Liberum.
In addition, Placees should note that they will be liable for
any 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 outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at its absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Liberum any money held in an account with Liberum 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 money of Liberum in accordance with
the client money rules and will be used by Liberum in the course of
its own business; and the Placee will rank only as a general
creditor of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEADDKAENEEAA
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March 27, 2020 03:00 ET (07:00 GMT)
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