TIDMCRN
RNS Number : 1902F
Cairn Homes plc
15 May 2017
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITY FOR SALE, OR AN
OFFER TO BUY OR SUBSCRIBE FOR, DIRECTLY OR INDIRECTLY, SECURITIES
TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION,
INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND AND
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
15 May 2017
CAIRN HOMES ANNOUNCES A TRADING UPDATE AND A PROPOSED PLACING OF
UP TO 33,712,634 NEW ORDINARY SHARES OF EUR0.001 EACH IN ITS SHARE
CAPITAL ("ORDINARY SHARES") TO FUND FUTURE ACQUISITION
OPPORTUNITIES
Cairn Homes plc (the "Company" or "Cairn Homes") announces a
proposed non pre-emptive placing of up to 33,712,634 new Ordinary
Shares in the Company (the "Placing Shares"), representing
approximately 4.9 per cent. of the Company's existing issued
ordinary share capital, to both existing and new institutional
investors in the Company (the "Placing").
The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated bookbuild (the
"Bookbuild"), which will be launched immediately following this
announcement (the "Announcement"). Goodbody Stockbrokers UC,
trading as Goodbody ("Goodbody"), and Merrill Lynch International
("BofA Merrill Lynch") are acting as joint bookrunners (together
the "Bookrunners") and J&E Davy, trading as Davy ("Davy"), is
acting as lead manager (the "Lead Manager") in connection with the
Placing.
Highlights
-- Placing of up to 33,712,634 new Ordinary Shares by way of an accelerated bookbuild.
-- The net proceeds of the Placing will further strengthen the
Company's balance sheet and provide it with the flexibility to
finance the acquisition of new sites.
-- The Company is actively progressing a number of opportunities
which the directors believe will deliver attractive returns for
shareholders.
-- Recent trading underpins the Company's previously stated
guidance of completing the sale of 375 to 400 units during
2017.
-- The Company is progressing with its plans to seek a primary
listing on the Irish Stock Exchange and its intention, subject to
regulatory approval, is that this will be completed over the coming
months.
Background to and reasons for the Placing
Cairn Homes has established itself as a leading Irish
homebuilder, constructing high quality new homes with an emphasis
on innovation, design and customer service. Since the Company's IPO
in mid-2015, through the considered deployment of capital, the
Company has secured a very well located core land bank of
approximately 12,100 units. In excess of 91% of the Company's core
land bank is located in the Greater Dublin area ("GDA"), 35% of the
core land bank has the benefit of an existing planning consent, 34%
is in strategic development zones (which is an effective full
planning permission) and 27% is zoned residential.
The Company continues to review and refine its land bank on an
ongoing basis and where appropriate looks to sell non-core assets
and purchase assets which add to the overall mix and quality of the
land bank and improves the distribution of plots across the
spectrum of locations and price points, particularly in the
GDA.
The Company is continuing to see significant opportunities and
it is currently considering a number of site purchases which, if it
is successful, will enhance the quality and mix of the total land
bank. This Placing is intended to raise the funds to capitalise on
these opportunities, all in the context of the unique supply/
demand imbalance that continues to persist within the Irish
residential property market, the significant growth in the Irish
mortgage market and the recent government initiatives that have
further supported the demand for and supply of new homes.
The Company believes that: its scale; its access to both equity
and debt finance; its extensive relationships; and its expertise in
developing and building houses and apartments, place it in a strong
position to deliver positive total returns for shareholders.
Use of Proceeds
Cairn Homes has made a positive start to 2017 with strong
momentum across the business. The net proceeds of the Placing will
further strengthen the Company's balance sheet and provide it with
the flexibility to finance the acquisition of new sites.
Current Trading
Cairn Homes today issues a trading update for the period from 1
January 2017 to 12 May 2017.
In the period to date, the Company has realised net revenues of
EUR23.5 million. As expected, a significant increase in the rate of
sales closings throughout the remainder of 2017, supported by a
strong order-book, will see the Company achieve its 2017 sales
target of completing 375 to 400 unit sales. It also expects to
realise further revenues from the continuation of its programme of
non-core asset disposals.
Due to the continued strength of the housing market and the
level of pent-up demand for new homes, the Company will undertake
an "off-plan" launch of the first phase of its 1,095 unit
Shackleton Park development in Lucan, Co. Dublin, later this week,
from a dedicated information suite on-site. Construction activity
in Shackleton Park is progressing well on the first 100 homes and
we anticipate first occupations of completed units in Q4 2017.
With a very high level of ongoing active sale enquiries in
Marianella, Rathgar, a private sales launch from the Company's
first completed show units at this development is scheduled for
later this month when the Company will release an additional circa
40 units, which will bring the total units sale agreed to in excess
of 100, the majority of which will complete during 2017.
The Company will be active on its eighth site within the coming
weeks and this increased level of construction activity will
translate into six selling sites in the forthcoming Autumn sales
period. The Company also continues to look at opportunities to
enhance the mix and quality of its land bank.
Michael Stanley, CEO of Cairn Homes said: "In less than two
years since our IPO, Cairn Homes has already become a significant
provider of quality new homes in Ireland. We continue to expand and
scale our operations and our achievements to date are an
endorsement of the talented team that we have assembled. We will be
active on our eighth site in the coming weeks and look forward to
selling from six of these sites in the Autumn 2017 selling period,
underpinning our 2017 target of selling between 375 and 400
completed units.
"The Irish economy is the strongest performing economy in
Europe, yet the structural supply and demand imbalance in the new
homes market remains stark. Irish mortgage market fundamentals
continue to strengthen, in particular first time buyer
participation, which supports the level of demand we are witnessing
for our competitively priced starter homes. We continue to look
forward with confidence".
Details of the Proposed Placing
Goodbody and BofA Merrill Lynch are acting as Bookrunners and
Davy is acting as Lead Manager in connection with the proposed
Placing.
The Bookbuild will open with immediate effect following
publication of this Announcement. The exact number of Placing
Shares to be placed and the price at which the Placing Shares are
to be placed will be determined by the Company and the Bookrunners
at the close of the Bookbuild, and announced by the Company shortly
thereafter. The timing of the closing of the Bookbuild, the number
of Placing Shares, pricing and allocations are at the discretion of
the Company and the Bookrunners.
Under the terms of the Placing, Cairn Homes intends to place, on
a non pre-emptive basis, up to 33,712,634 new Ordinary Shares in
the capital of the Company, representing up to approximately 4.9
per cent. of the existing issued ordinary share capital of the
Company.
Members of the public are not entitled to participate in the
Placing.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
in the capital of the Company including in respect of the right to
receive all future dividends and distributions declared, made or
paid by reference to a record date falling after their issue.
The Company will apply for admission of the Placing Shares to
listing on the standard listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange p.l.c (the
"London Stock Exchange") ("Admission"). It is expected that
settlement of subscriptions in respect of the Placing Shares and
Admission will take place and that trading in the Placing Shares
will commence on 18 May 2017.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 5.00 pm (London Time) on 22 May 2017 and
the Placing Agreement dated 15 May 2017 among the Company and the
Bookrunners and the Lead Manager (the "Placing Agreement") becoming
unconditional and not being terminated in accordance with its
terms. Further details of the Placing Agreement can be found in the
terms and conditions of the Placing set out in the Appendix to this
Announcement (which forms part of this Announcement) (the "Terms
and Conditions").
By choosing to participate in the Placing and by making an oral
offer to subscribe for Placing Shares which will be regarded as
legally binding, investors will be deemed to have read and
understood this Announcement (including the Appendix), in its
entirety and to be making such offer on the terms and subject to
the conditions in this Announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed Terms and Conditions of
the Placing set out in the Appendix to this Announcement.
Lock-up
The Company will not without the prior written consent of the
Bookrunners (such consent not to be unreasonably withheld or
delayed), during the period ending 90 days from Admission (i)
directly or indirectly, issue, offer, lend, mortgage, assign,
charge, pledge, sell, contract to sell or issue, sell any option or
contract to purchase, purchase any option or contract to sell or
issue, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any interest in Ordinary Shares or any
securities convertible into or exercisable or exchangeable for, or
substantially similar to, Ordinary Shares or any interest in
Ordinary Shares or file any registration statement under the
Securities Act or file or publish any prospectus with respect to
any of the foregoing; (ii) enter into any swap or other agreement
or transaction that transfers, in whole or in part, any of the
economic consequences of ownership of the Ordinary Shares, whether
any such swap or transaction is to be settled by delivery of the
Ordinary Shares or such other securities, in cash or otherwise; or
(iii) agree or offer to do any of the foregoing during such period
of 90 days.
Founder Shares
The 15-day performance condition in relation to the second test
period of the founder share scheme has been satisfied. As the test
period runs until 30 June 2017, the Company does not yet know the
highest average 15-day closing price of Ordinary Shares during the
test period and therefore it will not be able to confirm the
resulting conversion metric of founder share value until the end of
the test period. The Board intends to pay the founder share value
by way of conversion into Ordinary Shares rather than redeeming for
cash. Such information will be announced by the Company via an RIS
following the end of the test period. All Ordinary Shares issued in
respect of the conversion of founder shares will be subject to a 1
year lock-up period, with 50% of the Ordinary Shares remaining
subject to a further 1 year lock-up period thereafter.
Founders intention to participate in the Placing
It is proposed that Michael Stanley and Alan McIntosh will place
an order into the Placing. They will participate in the Placing
along the same terms and conditions as new and existing
institutional investors in the Company, and in accordance with
Terms and Conditions of the Placing as set out in the Appendix to
this Announcement.
For further information, please contact:
Cairn Homes plc
Michael Stanley
Eamonn O'Kennedy +353 1 696 4600
Goodbody
Linda Hickey
Stephen Kane
Gerald Barry +353 1 667 0420
BofA Merrill Lynch
Andrew Briscoe
Brian Hanratty
Jack Barrass +44 (0)20 7995 3700
Davy
Ivan Murphy
Daragh O'Reilly +353 1 679 6363
Powerscourt
Justin Griffiths
Nick Dibden +44 20 7250 1446
Drury Communications
Billy Murphy
Morwenna Rice +353 1 260 5000
Notes to Editors
About the Company
Cairn Homes is an Irish homebuilder with a highly experienced
management team. The Company is committed to constructing high
quality new homes with an emphasis on design and innovation in
attractive locations to meet sustainable market demand. Cairn Homes
has a land bank of 12,100 units, over 91% of which is located in
the Greater Dublin Area (GDA). Currently, Cairn Homes is active on
seven sites in the GDA, which will deliver 2,800 units.
General
This Announcement, including the Appendix and the information
contained in it is not for publication, release or distribution, in
whole or in part, directly or indirectly, in or into the United
States of America, (including its territories and possessions, any
state of the United States and the District of Columbia) (the
"United States"), Australia, Canada, Japan, South Africa,
Switzerland (each a "Restricted Territory") or any other state or
jurisdiction in which such publication, release or distribution
would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for shares in
the capital of the Company in any Restricted Territory or any other
state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This Announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Placing Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan,
Switzerland or South Africa and the Company is not a "reporting
issuer", as such term is defined under applicable Canadian
securities law. Subject to certain exceptions, the Placing Shares
may not be offered or sold, directly or indirectly, in Australia,
Canada, Japan, Switzerland or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan, Switzerland or South Africa.
No public offering of the Placing Shares is being made, and in
particular no offer of securities is being made to persons in
member states of the European Economic Area except those who are;
(i) "qualified investors" within the meaning of Article 2(1)(E) of
the Prospectus Directive ("Qualified Investors"); or (ii) otherwise
entitled to receive the offer. This Announcement (including the
appendix) is not a prospectus for the purposes of Directive
2003/71/EC as amended (including amendments by Directive
2010/73/EU, to the extent implemented in the relevant member state)
(the "Prospectus Directive"). No prospectus has been or will be
prepared or made available in connection with the matters contained
in this Announcement and no such prospectus is required under the
Prospectus Directive to be published in connection with the
Placing. This Announcement does not identify or suggest, or purport
to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Bookrunners or the Lead Manager.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's intention
in relation to Admission at this stage. Acquiring investments to
which this Announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Persons
considering making such investments should consult an authorised
person specialising in advising on such investments. This
Announcement does not constitute a recommendation concerning the
Placing. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of the Placing Shares for the person concerned.
This Announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
section 21 of the Financial Services and Markets Act 2000 (as
amended) of the United Kingdom ("FSMA") and, it is directed only
at; (A) persons in member states of the European Economic Area who
are Qualified Investors (as defined above); or (B) to the extent
that this Announcement does constitute an inducement to engage in
any investment activity included within this Announcement in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (ii) are persons falling with
Article 49(2)(A) to (D) ("High net worth companies, unincorporated
associations, etc.") of the Order; or (iii) are persons to whom it
may otherwise lawfully be communicated (each a "Relevant Person").
No other person should act or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement you
represent and agree that, if you are in the United Kingdom, you are
a Relevant Person, or if you are in other member states of the
European Economic Area you are a Qualified Investor or are
otherwise entitled to receive the offer.
This Announcement (including the Appendix) has been issued by,
and is the sole responsibility of, the Company. None of Goodbody,
BofA Merrill Lynch, Davy, or any of their respective affiliates,
directors, officers, employees, advisers or agents, or any other
person accepts any responsibility or liability whatsoever for the
contents of, or makes any representation or warranty, express or
implied, as to or in relation to, the accuracy, completeness,
fairness or sufficiency of this Announcement or any document
referred to in this Announcement (or whether any information has
been omitted from this Announcement) or any other information
relating to the Company, its subsidiaries and their associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this Announcement or its contents
or otherwise arising in connection therewith. Accordingly, each of
Goodbody, BofA Merrill Lynch, Davy and any of their respective
affiliates, directors, officers and employees, and any other person
acting on their behalf, expressly disclaims, to the fullest extent
possible, any and all liability whatsoever for any loss howsoever
arising from, or in reliance upon, the whole or any part of the
contents of this Announcement, whether in tort, contract or
otherwise which they might otherwise have in respect of this
Announcement or its contents or otherwise arising in connection
therewith.
Goodbody is regulated by the Central Bank of Ireland. In the UK,
Goodbody is authorised and subject to limited regulation by the
Financial Conduct Authority. Goodbody is acting exclusively for the
Company and for no-one else in connection with the Bookbuild, the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients or for providing advice to any other person in relation
to the Placing, Admission or any other matter referred to in this
Announcement (including the Appendix).
Merrill Lynch International, is authorised in the United Kingdom
by the PRA and regulated in the United Kingdom by the FCA and PRA,
is acting exclusively for the Company and for no-one else in
connection with the Bookbuild, the Placing and Admission and will
not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing
advice to any other person in relation to the Placing, Admission or
any other matter referred to in this Announcement (including the
Appendix).
Davy is regulated by the Central Bank of Ireland. In the UK,
Davy is authorised and subject to limited regulation by the
Financial Conduct Authority. Davy is acting exclusively for the
Company and for no-one else in connection with the Bookbuild, the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients or for providing advice to any other person in relation
to the Placing, Admission or any other matter referred to in this
Announcement (including the Appendix).
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company, the
Bookrunners and / or the Lead Manager that would permit an offering
of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required
by the Company, the Bookrunners and the Lead Manager to inform
themselves about, and to observe, such restrictions.
In connection with the Placing, each of the Bookrunners and the
Lead Manager and any of their affiliates, may take up a portion of
the Placing Shares in the Placing as a principal position and in
that capacity, may retain, purchase, sell or offer to sell for
their own accounts such Placing Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement to the
Placing Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the
Bookrunners or the Lead Manager and any of their affiliates acting
in such capacity. In addition, each of the Bookrunners and the Lead
Manager and any of their affiliates may enter into financing
arrangements (including swaps or contracts for difference) with
investors in connection with which the Bookrunners and the Lead
Manager and any of their affiliates may from time to time acquire,
hold or dispose of Placing Shares. Neither the Bookrunners nor the
Lead Manager intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Certain statements contained in this Announcement constitute
"forward-looking" statements regarding the belief or current
expectation of the Company, the Directors, and the management team
about the Company's financial condition, results of operations and
business. Forward-looking statements are sometimes identified by
the use of forward-looking terminology such as "may", "could",
"should", "will", "expect", "intend", "estimate", "anticipate",
"assume", "believe", "plan", "seek", "continue", "target", "goal",
"would" or the negative thereof, other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
are not guarantees of future performance. Rather, they are based on
current views and assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Company and are difficult to predict, which may
cause the actual results, performance, achievements or developments
of the Company or the industries in which it operates to differ
materially from any future results, performance, achievement or
developments expressed or implied from these forward-looking
statements. Forward-looking statements speak only as of the date
they are made and cannot be relied upon as a guide to future
performance. A number of material factors could cause actual
results to differ materially from those contemplated by the
forward-looking statements. Neither the Company, Bookrunners nor
the Lead Manager undertakes any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect
events, circumstances, unanticipated events, new information or
otherwise occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority. All
subsequent written and oral forward-looking statements attributable
to Cairn Homes plc or individuals acting on behalf of Cairn Homes
plc are expressly qualified in their entirety by this paragraph.
Nothing in this Announcement (including the Appendix) is intended
to be a profit estimate for any period or a forecast of future
profits.
The information in this Announcement (including the Appendix)
may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the U.S. Securities Act of
1933 or the applicable laws of other jurisdictions.
The Placing Shares to be issued pursuant to the Placing will
not, on Admission, be admitted to trading on any stock exchange
other than 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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") OR (II) PERSONS WHO
ARE OTHERWISE ENTITLED TO RECEIVE THE OFFER; (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
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"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (C)
PERSONS IN OTHER JURISDICTIONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (EACH OF THE PERSONS REFERRED TO IN (A), (B) AND (C)
BEING A "RELEVANT PERSON").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE IN THE
UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED BY THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN AND IF SENT IN RESPONSE TO INFORMATION CONTAINED IN THIS
ANNOUNCEMENT OR THE TERMS AND CONDITIONS HERIN, WILL NOT BE
ACCEPTED. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN
THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the Terms and Conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
1. if it is in the United Kingdom, it is a Relevant Person (as
defined above) and undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. it is acquiring the Placing Shares for its own account or for
an account with respect to which it exercises sole investment
discretion; and
3. if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any Placing Shares acquired 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 any member state of the EEA in circumstances which
may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA which has implemented
the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the Bookrunners and /
or the Lead Manager has been given to each such proposed offer or
resale.
Neither the Lead Manager nor either of the Bookrunners makes any
representation to any Placees regarding an investment in the
Placing Shares.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.
Any offering to be made in the United States will be made to a
limited number of qualified institutional buyers (as defined in
Rule 144A under the Securities Act) pursuant to an exemption from
registration under the Securities Act in a transaction not
involving any public offering.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of United States, Australia, Canada, Japan, South Africa,
or Switzerland. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada, Japan, South Africa,
Switzerland or any other jurisdiction outside Ireland and the
United Kingdom.
The Placing may be made in France only to Qualified Investors.
In this respect, each Placee warrants that it acts for his own
account within the meaning of Article L. 411-2 of the French Code
monétaire et financier and according to the conditions set forth by
Articles D. 411-1, D. 411-2, D. 744-1, D. 754-1 and D. 764-1 of the
French Code monétaire et financier. Pursuant to Article 211-3, 3deg
of the Règlement Général of the Autorité des marchés financiers,
Placing Shares purchased may be transferred by the Placee directly
or indirectly only in compliance with all applicable laws and
regulations and, in particular, Articles L. 411-1, L. 411-2, L.
412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et
financier. Neither this announcement nor any other material
relating to the Placing has been submitted to the clearance
procedures of the Autorité des marchés financiers or notified to
the Autorité des marchés financiers by the competent authority of
another member state of the European Economic Area. Consequently,
no prospectus relating to the Placing has been approved by the
Autorité des marchés financiers.
The Placing Shares may not be publicly offered in Switzerland
and will not be listed on the SIX Swiss Exchange ("SIX") or on any
other stock exchange or regulated trading facility in Switzerland.
This Announcement has been prepared without regard to the
disclosure standards for issuance prospectuses under art. 652a or
art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or
regulated trading facility in Switzerland. Neither this
Announcement nor any other offering or marketing material relating
to the Placing Shares or the Placing may be publicly distributed or
otherwise made publicly available in Switzerland.
Neither this Announcement nor any other offering or marketing
material relating to the Placing, the Company or the Placing Shares
have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this Announcement will not be filed with,
and the offer of Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA, and the offer of
Placing Shares has not been and will not be authorised under the
Swiss Federal Act on Collective Investment Schemes ("CISA"). The
investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
acquirers of Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and the Placing Shares
The Bookrunners and the Lead Manager have entered into a placing
agreement (the "Placing Agreement") with the Company under which
they have agreed, as agents for and on behalf of the Company, to
use reasonable endeavours to procure Placees to take up the Placing
Shares on the terms and subject to the conditions set out in the
Placing Agreement. Subject to the execution of a term sheet setting
out the final number of Placing Shares and the final Placing Price
(as defined below) following completion of the Bookbuilding Process
(the "Terms Sheet"), if any such Placee defaults in paying the
Placing Price in respect of any Placing Shares allotted to it, the
Bookrunners and the Lead Manager have agreed, acting severally and
in their respective proportions, to acquire such defaulted Placing
Shares, and the Company has agreed to allot or issue, as
applicable, such defaulted Placing Shares to the Bookrunners and
the Lead Manager at the Placing Price, on and subject to the terms
set out in the Placing Agreement.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Applications for listing and admission to trading
Applications will be made for admission of the Placing Shares to
listing on the standard listing segment of the Official List of the
FCA and to trading on the main market for listed securities of the
London Stock Exchange.
It is expected that Admission of the Placing Shares will become
effective at or around 8.00a.m. (London Time) on 18 May 2017 and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookbuild will open with immediate effect following
publication of this Announcement. This Appendix gives details of
the Terms and Conditions of, and the mechanics of participation in,
the Placing. No commissions will be paid to Placees or by Placees
in respect of any Placing Shares. The Bookrunners and the Company
shall be entitled to effect the Placing by such alternative method
to the Bookbuild as they may, in their sole discretion,
determine.
Participation in and Principal terms of the Placing
1. Goodbody and BofA Merrill Lynch are each acting as
Bookrunners and as agents of the Company in connection with the
Placing.
2. Davy is acting as Lead Manager and as agent of the Company in connection with the Placing.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunners and the Lead Manager. The Bookrunners, the Lead Manager
and their respective affiliates are entitled to enter bids as
principal in the Bookbuild.
4. The Bookbuild, if successful, will establish a single price
payable in respect of the Placing Shares (the "Placing Price") to
the Bookrunners and Lead Manager as agent for the Company by all
Placees whose bids are successful. The Placing Price, the number of
Placing Shares and the aggregate proceeds to be raised through the
Placing will be agreed between the Bookrunners and the Company
following completion of the Bookbuild. The Placing Price and the
number of Placing Shares to be issued will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
the Bookrunners or Lead Manager. Each bid should state the number
of Placing Shares which the prospective Placee wishes to acquire at
the Placing Price ultimately established by the Company and the
Bookrunners or at prices up to a price limit specified in its bid.
The Bookrunners and the Lead Manager, with the agreement of the
Company, reserve the right not to accept a bid from a potential
Placee. Bids may be scaled down by the Bookrunners on the basis
referred to in paragraph 6 below.
6. The Bookrunners may choose to accept bids, either in whole or
in part, on the basis of allocations determined and may scale down
any bids on such basis as they may determine.
7. The Bookbuild is expected to close no later than 5.00 pm
(London time) on 16 May 2017 but may be closed earlier or later at
the discretion of the Bookrunners and the Company. The Bookrunners
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
8. Each prospective Placee's allocation will be confirmed to
Placees orally by either of the Bookrunners or the Lead Manager
following the close of the Bookbuild, and a trade confirmation will
be dispatched as soon as possible thereafter. The Bookrunners' and
/ or the Lead Manager's oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Bookrunners, the Lead Manager and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the Terms and
Conditions set out in this Appendix and in accordance with the
Company's constitution.
9. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued and the price at which the Placing Shares have been
placed.
10. Subject to paragraphs 5 and 6 above, the Bookrunners will,
in effecting the Placing, agree with the Company the identity of
the Placees and the basis of allocation of the Placing Shares.
11. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Bookrunners and the Lead Manager, as agents of the Company, to
pay them (or as they may direct) in cleared funds immediately on
the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee has agreed to acquire and the Company has agreed to
allot. Each Placee's obligations will be owed to the Company, the
Bookrunners and the Lead Manager.
12. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunners, the Lead
Manager, or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
14. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
15. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
16. To the fullest extent permissible by law, none of the
Bookrunners, the Lead Manager nor any of their respective
affiliates, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Bookrunners, the Lead Manager or any of their
respective affiliates, directors, officers or employees shall have
any responsibility or liability (including to the fullest extent
permissible by law, any fiduciary duties) in respect of the
Bookrunners' and the Lead Manager's conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Bookrunners
and the Lead Manager, their respective affiliates and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Bookrunners' and the Lead Manager's obligations under
the Placing Agreement are conditional on, inter alia:
1. in the opinion of each of the Bookrunners (acting in good
faith) there not having been a Material Adverse Change between the
date of the Placing Agreement and Admission (whether or not
foreseeable at the date of the Placing Agreement);
2. the Term Sheet having been duly executed and delivered by the
Company, the Bookrunners and the Lead Manager by no later than 5.00
p.m. on the Business Day following the date of the Placing
Agreement (or such later time and/or date as may be agreed in
writing between the Company and the Bookrunners);
3. the Company having delivered to the Bookrunners and the Lead
Manager (or to the Bookrunners' and Lead Manager's Irish solicitors
on behalf of the Bookrunners and the Lead Manager) each of the
documents required to be delivered pursuant to the terms of the
Placing Agreement by the times and dates specified in the Placing
Agreement;
4. Admission occurring not later than 5.00 pm on 22 May 2017;
5. each of the warranties contained in the Placing Agreement
being true and accurate and not misleading at all times prior to
Admission by reference to the facts and circumstances from time to
time subsisting;
6. the Company having complied with its obligations under the
Placing Agreement which fall to be performed on or before
Admission;
7. Euroclear having approved admission and enablement of the
Placing Shares as participating securities within CREST and the
Placing Shares continuing to be participating securities within
CREST on Admission;
8. the delivery by the Company to the Bookrunners and the Lead
Manager of a duly executed certificate in the form set out in
Schedule 2 of the Placing Agreement and dated the date of Admission
not later than 5.00 pm on the Business Day immediately preceding
Admission and effective as of Admission;
9. the issue and allotment of the Placing Shares, conditional only upon Admission; and
10. the Bookrunners not having exercised their right to
terminate the Placing Agreement pursuant to the terms of the
Placing Agreement prior to Admission.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not satisfied in
all respects or (where applicable) waived by the Bookrunners or
becomes incapable of being satisfied (and is not so waived) by the
required time and/or date (or such later time and/or date as the
Bookrunners in their absolute discretion may agree but in any event
not later than 5:00 pm (London Time) on 22 May 2017); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and determine at such time and each Placee agrees that no claim can
be made by it in respect thereof.
The conditions contained in the Placing Agreement, including
those described above, may be waived, in whole or in part, and the
time of satisfaction of any such condition may be extended by the
Bookrunners (in their absolute discretion) (other than the
conditions relating to Admission taking place and the Term Sheet
being executed), by express written notice to the Company. Any such
waiver or extension will not affect Placees' commitments as set out
in the Announcement.
None of the Bookrunners, the Lead Manager or the Company or any
of their respective affiliates, directors, officers, employees or
agents 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 it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunners.
Right to terminate under the Placing Agreement
Each of the Bookrunners may, in its absolute discretion acting
in good faith and, to the extent permitted by law or regulation,
after consultation with the Company if reasonably practicable in
the circumstances, at any time before Admission, 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:
1. any statement contained in any Issue Document (as defined in
the Placing Agreement) is or has become or has been discovered to
be untrue, incorrect or misleading, or any matter has arisen which
would, if an Issue Document was to be issued at that time,
constitute an inaccuracy or omission therefrom;
2. there has been a breach or an alleged breach by the Company
of any of the undertakings contained in the Placing Agreement or
any other provisions of the placing Agreement or any of the
warranties contained in the Placing Agreement were not true or
accurate or were misleading at any time prior to Admission by
reference to the facts and circumstances from time to time
subsisting;
3. an event has occurred or matter has arisen on or after the
date of the Placing Agreement and before Admission which, if it had
occurred or arisen before the date of the Placing Agreement, would
have rendered any of the Warranties untrue, inaccurate or
misleading in any respect;
4. in the opinion of either of the Bookrunners there has been a
Material Adverse Change (whether or not foreseeable at the date of
the Placing Agreement);
5. the application for Admission is refused by the London Stock
Exchange or, in the opinion of either of the Bookrunners, will not
be granted; or
6. there has occurred or, in the opinion of either Bookrunner it
is likely that there will occur, a force majeure or market
disruption event as specified in the Placing Agreement the effect
of which (either singly or in conjunction with any other foregoing
events) is such as to make it, in the opinion of either of the
Bookrunners (acting in good faith), impractical or inadvisable to
proceed with the Placing or the delivery of the Placing Shares
pursuant to the Placing Agreement.
If the Placing Agreement is terminated in accordance with its
terms, the obligations of each of the parties to the Placing
Agreement shall immediately cease to have any effect, provided that
any accrued rights or obligations of any party under the Placing
Agreement shall continue to be in full force and effect and the
payment by the Company of certain costs and expenses of the
Bookrunners and the Lead Manager (but excluding any commission
under the Placing Agreement).
By participating in the Placing, Placees agree that the exercise
by either Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the relevant Bookrunner and that it need not make any
reference to Placees in this regard and that, to the fullest extent
permitted by law, the Bookrunners shall have no responsibility or
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the Central Bank of Ireland (or other authority)
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement and subject to the further terms set
forth in the trade confirmation 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 or either of the Bookrunners or the
Lead Manager or any other person and none of the Company or either
of the Bookrunners or the Lead Manager or any of their respective
affiliates will be liable for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Nothing
in this paragraph shall exclude or limit the liability of any
person for fraudulent misrepresentation by that person.
Registration and Settlement
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing, will be sent a trade confirmation which will
confirm the number of Placing Shares allocated to it, the Placing
Price and the aggregate amount owed by them to the Bookrunners and
/ or the Lead Manager. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with the
Bookrunners and / or the Lead Manager or otherwise as the
Bookrunners and / or the Lead Manager may direct. Payment in full
for any Placing Shares so allocated at the Placing Price must be
made by no later than 2.30 pm (London time) on 18 May 2017 (or such
other time and/or date at the Bookrunners and / or the Lead Manager
notify to each Placee).
Settlement of transactions in the Placing Shares (ISIN:
IE00BWY4ZF18 and SEDOL: BWY4ZF1) following Admission will take
place within the system administered by Euroclear UK & Ireland
Limited ("CREST"). Settlement through CREST will be on a T+2 basis
unless otherwise notified by the Bookrunners and / or the Lead
Manager and is expected to occur on 18 May 2017 (the "Settlement
Date"). Settlement will be on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation.
However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Bookrunners may agree
that the Placing Shares should be issued in certificated form. The
Bookrunners and the Company reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the Bookrunners.
Each Placee agrees that if it does not comply with its
obligations the Bookrunners may sell any or all of the Placing
Shares allocated to it 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.
Placees will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) or other similar taxes imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on the Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or 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 or Irish stamp duty
or UK stamp duty reserve tax. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Bookrunners and the Lead Manager (in their
respective capacities as Bookrunner or Lead Manager and as agents
of the Company) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for Placing
Shares is upon and subject to the constitution of the Company and
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any other
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Directive, and it has not received
and will not receive a prospectus, admission document or other
offering document (other than this Announcement) in connection with
the Bookbuild, the Placing or the Placing Shares;
3. that the Ordinary Shares are listed on the standard listing
segment of the Official List of the FCA and admitted to trading on
the main market of the London Stock Exchange and that the Company
is therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA
(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 similar statements
for preceding financial years and that it has reviewed such
Exchange Information and that it is able to obtain or access such
Exchange Information, or comparable information concerning any
other publicly traded company, in each case without undue
difficulty;
4. that none of the Bookrunners, the Lead Manager, the Company,
any of their respective affiliates or any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Placing or the Company or any other person other than this
Announcement, nor has it requested either of the Bookrunners, the
Lead Manager, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any
such material or information;
5. unless otherwise specifically agreed with the Bookrunners,
that it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States, or any other Restricted Territory and, subject
to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into any
Restricted Territory or in any country or jurisdiction where any
such action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Bookrunners, the
Lead Manager, any of their respective affiliates, directors,
officers, employees or agents, or any person acting on behalf of
any of them has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement, any information previously published by or on behalf
of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by either of the
Bookrunners, the Lead Manager, the Company, any of their respective
affiliates or any person acting on behalf of any of them (including
in any research report prepared by any of them) and none of the
foregoing persons will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
such 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 and that
neither the Bookrunners, the Lead Manager, nor any of their
respective affiliates have made any representations to it, express
or implied, with respect to the Company, the Placing and the
Placing Shares or the truth, accuracy, completeness or adequacy of
the Exchange Information, , any publicly available information
about the Company or any other information that has otherwise been
made available to Placees concerning the Company, whether at the
date of publication, the date of this Announcement or otherwise,
and each of them expressly disclaims any liability in respect
thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
7. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 of the United Kingdom
(depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer Placing Shares
into a clearance service;
8. acknowledges that no action has been or will be taken by the
Company, the Bookrunners, the Lead Manager or any person acting on
behalf of the Company, the Bookrunners or the Lead Manager 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;
9. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Bookrunners, the Lead Manager, the
Company or any of their respective Affiliates acting in breach of
the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
10. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and that it will honour all such obligations;
11. that it has complied with its obligations under the Criminal
Justice Act 1993 (as amended), section 118 FSMA, the EU Market
Abuse Regulation 596/2014, and in connection with money laundering
and terrorist financing under the Criminal Justice (Money
Laundering and Terrorist Financing) Act 2010 (as amended) of
Ireland, the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), the Terrorism Act 2006 (as amended), the
Money Laundering Regulations 2007 (as amended) (the "Regulations")
and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations. If within a reasonable
time after a request for verification of identity, the Bookrunners
and / or the Lead Manager have not received such satisfactory
evidence, the Bookrunners may, in their absolute discretion,
terminate the Placee's Placing participation in which event all
funds delivered by the Placee to the Bookrunners and / or the Lead
Manager will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
12. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Bookrunners, the Lead Manager and the Company for the performance
of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
13. that it:
a. (i) is not within the United States and will not be within
the United States at the time that any buy order for Placing Shares
is originated by it; (ii) is acquiring the Placing Shares in an
"offshore transaction" as defined in Regulation S under the
Securities Act; and (iii) is not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts"
(within the meaning of Regulation S under the Securities Act);
or
b. is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act that has signed and returned to
the Bookrunners and / or the Lead Manager or their respective
affiliates a US investor letter in the form provided to it;
14. that it is not within a Restricted Jurisdiction or any other
jurisdiction in which it is unlawful to make or accept an offer to
subscribe for the Placing Shares (unless otherwise specifically
agreed with the Bookrunners), and it will not offer or sell such
Placing Shares into any such jurisdiction;
15. if in a Member State of the EEA, that it is a "Qualified
Investor" within the meaning of Article 2(1)(e) of the Prospectus
Directive;
16. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professional" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who falls within
Article 49(2)(a) to (d) ("High net worth companies, unincorporated
associations, etc.") of the Order or (iii) to whom this
Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
17. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the Placing
Shares subscribed for by it in the Placing will not be subscribed
for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale to, persons in
a member state of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of the Bookrunners has
been given to the proposed offer or resale;
21. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive except in circumstances which
do not result in any requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive;
23. 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;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of FSMA) with respect to
anything done by it in relation to the Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
25. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged,
required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person, prior to the information being made publicly
available;
26. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to subscribe for
the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid any issue, transfer or other
taxes due in connection with its participation in any territory;
(iii) it has not taken any action which will or may result in the
Company, the Bookrunners, any of their respective affiliates or any
person acting on behalf of any of them being in breach of the legal
and/or regulatory requirements and/or any anti money laundering
requirements of any territory in connection with the Placing and
(iv) that the subscription for the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Bookrunners, acting as agent for the Company, may in their absolute
discretion determine and without liability to such Placee. It will,
however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Bookrunners
or the Company may call upon it to subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. the Placing does not constitute a recommendation or
financial product advice and neither Bookrunner and / or the Lead
Manager has had regard to its particular objectives, financial
situation and needs;
30. that none of the Bookrunners, the Lead Manager, any of their
respective affiliates or any person acting on behalf of any of
them, is making any recommendations to it, or advising it regarding
the suitability or merits 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 the
Bookrunners and / or the Lead Manager and that the Bookrunners and
the Lead Manager do not have any duties or responsibilities to it
for providing the protections afforded to its clients or customers
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any the Bookrunners' and the Lead Manager's rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
31. 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 the Bookrunners, the Lead Manager nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together
with any interest or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Bookrunners, the Lead Manager,
the Company and any of their respective affiliates in respect of
the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of the Bookrunners and
the Lead Manager who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
32. 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 Bookrunners, the Lead
Manager or the Company 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;
33. that each of the Bookrunners, the Lead Manager, the Company
and their respective affiliates and others will rely upon the truth
and accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each Bookrunner and the Lead Manager on its own behalf and
on behalf of the Company and are irrevocable and it irrevocably
authorises each of the Bookrunners and the Lead Manager and the
Company 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;
34. that it will indemnify on an after-tax basis and hold each
of the Bookrunners, the Lead Manager, the Company, their affiliates
and any person acting on behalf of any of them harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
35. acknowledges that it irrevocably appoints any director of
either of the Bookrunners and / or the Lead Manager as its agent
for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it
to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
36. that it acknowledges that its commitment to subscribe for
Placing Shares on the terms set out herein and in the contract note
or trade confirmation will continue notwithstanding any amendment
that may in future be made to the Terms and Conditions of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's, the Bookrunners' or the Lead Manager's conduct of the
Placing;
37. that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares; (ii) it is experienced in
investing in securities of this nature in this sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing; (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
affiliates taken as a whole, including the markets in which the
Company operates, and the terms of the Placing, including the
merits and risks involved and not upon any view expressed or
information provided by or on behalf of the Bookrunners and / or
the Lead Manager; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and
subscription for the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment; and (v) it
will not look to the Company, the Bookrunners, the Lead Manager,
any of their respective affiliates or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
38. acknowledges and agrees that neither of the Bookrunners and
/ or the Lead Manager owe any fiduciary or other duties to it or
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
39. that it understands and agrees that it may not rely on any
investigation that the Bookrunners or Lead Manager or any person
acting on its behalf may or may not have conducted with respect to
the Company and its affiliates or the Placing and that neither the
Lead Manager nor either of the Bookrunners has 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 and its
affiliates, 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, or is the responsibility of, the
Bookrunners or the Lead Manager for the purposes of this
Placing;
40. that it acknowledges and agrees that it will not hold the
Bookrunners, the Lead Manager or any of their respective 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's group or information made
available (whether in written or oral form) relating to the
Company's group (the "Information") and that neither of the
Bookrunners or the Lead Manager or any person acting on their
behalf, makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of such Information or
accepts any responsibility for any such Information;
41. that in connection with the Placing, the Bookrunners, the
Lead Manager and any of their respective affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the
Bookrunners and / or the Lead Manager and any of their respective
affiliates acting in such capacity. In addition the Bookrunners and
/ or the Lead Manager may enter into financing arrangements and
swaps with investors in connection with which the Bookrunners and /
or the Lead Manager may from time to time acquire, hold or dispose
of such securities of the Company, including the Placing Shares.
Neither of the Bookrunners, the Lead Manager or any of their
respective affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
42. that it has neither received nor relied on any inside
information concerning the Company in accepting this invitation to
participate in the Placing;
43. that if it is in Australia, it is either a "professional
investor" or "sophisticated investor" (as those terms are used in
section 708(11) and section 708(8) respectively of the Corporations
Act 2001 (Cth) ("Corporations Act")) and is also, in each case, a
"wholesale client" (as defined in section 761A of the Corporations
Act); and
44. that the on-sale of Placing Shares in Australia within 12
months of issue may be restricted by section 707 of the
Corporations Act and that it will conduct any on-sales of the
Placing Shares within that period in accordance with the provisions
of the Corporations Act such that disclosure within the meaning of
Chapter 6D of the Corporations Act is not required.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company, the Bookrunners and the Lead Manager (for
their own benefit and, where relevant, the benefit of their
respective officers and affiliates and any person acting on their
behalf) and are irrevocable. Each Placee, and any person acting on
behalf of a Placee, acknowledges that the Bookrunners and / or the
Lead Manager do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Miscellaneous
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of stamp duty in Ireland and free of stamp duty and
stamp duty reserve tax in the United Kingdom relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question.
Such agreement also assumes, and is based on a warranty from
each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Bookrunners, the Lead Manager nor the Company is liable
to bear any stamp duty or stamp duty reserve tax or any other
similar duties or taxes (transfer taxes) that arise on a sale of
Placing Shares if there are any such arrangements, or any
arrangements that arise subsequent to their acquisition by Placees
or for transfer taxes arising otherwise than under the laws of
Ireland or the United Kingdom. Each Placee should, therefore, take
its own advice as to whether any such transfer tax liability
arises. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold the Bookrunners, the Lead Manager and/or
the Company and their respective affiliates harmless from any and
all interest, fines or penalties in relation to transfer taxes to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunners, the Lead Manager or
any of their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares. Each Placee acknowledges and is aware that the
Bookrunners and Lead Manager are receiving a fee in connection with
its role in respect of the Placing as detailed in the Placing
Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunners and / or the Lead Manager, any money
held in an account with the Bookrunners and / or Lead Manager 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 or the Central
Bank of Ireland. 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
Bookrunner's and / or Lead Manager's money in accordance with the
client money rules and will be used by the Bookrunners and / or the
Lead Manager in the course of its own business; and the Placee will
rank only as a general creditor of the Bookrunners and / or the
Lead Manager.
All times and dates in this Announcement may be subject to
amendment by the Bookrunners (in their absolute discretion). The
Bookrunners and / or the Lead Manager shall notify the Placees and
any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Bookrunners, the Lead Manager and
the Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Bookrunners and / or the Lead Manager:
a) if he is an individual, his nationality; or
b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAAMFTMBMBBIR
(END) Dow Jones Newswires
May 15, 2017 12:05 ET (16:05 GMT)
Cairn Homes (LSE:CRN)
Historical Stock Chart
From Apr 2024 to May 2024
Cairn Homes (LSE:CRN)
Historical Stock Chart
From May 2023 to May 2024