TIDMDPLM
RNS Number : 2725T
Diploma PLC
16 March 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
16 March 2023
DIPLOMA PLC
PROPOSED PLACING, RETAIL OFFER AND SUBSCRIPTION OF NEW ORDINARY
SHARES
Diploma PLC ("Diploma" or the "Company"), the international
group supplying specialised technical products and services,
announces its intention to conduct a non pre-emptive placing of new
ordinary shares (the "Placing Shares") of 5p each in the capital of
the Company (the "Placing").
In conjunction with the Placing, all of the directors of the
Company intend to subscribe (the "Subscription") for new ordinary
shares in the capital of the Company (the "Subscription Shares") at
the Placing Price (as defined below) to contribute approximately
GBP100,000 in aggregate. In addition to the Placing and
Subscription, the Company intends to make an offer on the
PrimaryBid platform of new ordinary shares in the capital of the
Company (the "Retail Shares") at the Placing Price (the "Retail
Offer"), to provide retail investors with an opportunity to
participate in the equity fundraise. A separate announcement will
be made shortly regarding the Retail Offer and its terms.
Both the Subscription and the Retail Offer are conditional on
the Placing, but the Placing is not conditional on the Subscription
or the Retail Offer.
Together, the total number of Placing Shares, Subscription
Shares and Retail Shares will be approximately 7.5 per cent. of the
current issued share capital of the Company.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process") which will be
launched immediately following this announcement and will be made
available to new and existing eligible institutional investors. The
Placing is subject to the terms and conditions set out in Appendix
1 to this announcement (which forms part of this announcement, such
announcement and its Appendices together being this
"Announcement"). The Subscription Shares will be subscribed for on
the basis agreed pursuant to subscription letters with the Company,
rather than pursuant to the terms and conditions of the Placing
contained in Appendix 1 to this Announcement. The Retail Shares
will be subscribed for on the basis set out in the separate
announcement regarding the Retail Offer released by the Company
today, rather than pursuant to the terms and conditions of the
Placing contained in Appendix 1 to this Announcement.
Rationale for the Placing and Use of proceeds
The proceeds of the proposed Placing, Subscription and Retail
Offer (the " Capital Raise " ) will be used to refinance the
consideration paid for the acquisition of Tennessee Industrial
Electronics, LLC ( " TIE " ), a market leading value-add
distributor of aftermarket parts and repair services into the
fast-growing US industrial automation end market, with a focus on
robotics and computer numerical control (CNC) machines (the
"Acquisition") , as well as provide the Group with greater
flexibility to execute on its strong M&A pipeline to accelerate
future organic growth .
Diploma is confident that the net proceeds of the Capital Raise
can be deployed against strongly value-enhancing opportunities
whilst maintaining rigorous discipline to capital allocation.
Following the Acquisition, the Capital Raise is expected to be
earnings accretive in the first full year; this earnings accretion
will be further enhanced as the proceeds are deployed.
Further information on TIE, the Acquisition and the acquisition
pipeline can be found in the Company's announcement released
separately today.
Details of the Placing
Barclays Bank PLC, acting through its investment bank
("Barclays" ) and Numis Securities Limited ("Numis") are acting as
Joint Global Coordinators and Joint Bookrunners (together, the
"Bookrunners") in connection with the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Bookrunners will commence the Bookbuilding Process
immediately following the release of this Announcement in respect
of the Placing. The price at which the Placing Shares are to be
placed ( the "Placing Price") will be determined at the close of
the Bookbuilding Process. The book will open with immediate effect
following this Announcement. The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the
Company and the Bookrunners. Details of the Placing Price and the
number of Placing Shares, Subscription Shares and Retail Shares to
be issued will be announced as soon as practicable after the close
of the Bookbuilding Process. The Subscription Shares and the Retail
Shares will be issued at the same price as the Placing Price.
The Placing Shares, the Subscription Shares and the Retail
Shares, when issued, will be fully paid and will rank pari passu in
all respects with each other and with the existing ordinary shares
of the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares, the Subscription
Shares and the Retail Shares to the premium listing segment of the
Official List; and (ii) to London Stock Exchange plc for admission
of the Placing Shares, the Subscription Shares and the Retail
Shares to trading on its main market for listed securities
(together, "Admission").
Settlement for the Placing Shares, the Subscription Shares and
the Retail Shares and Admission is expected to take place on or
before 8.00 a.m. on 21 March 2023. The Placing, the Subscription
and the Retail Offer are conditional upon, among other things,
Admission becoming effective. The Placing is also conditional upon
the placing agreement between the Company and the Bookrunners (the
"Placing Agreement") not being terminated in accordance with its
terms.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement. Appendix 1 to
this Announcement sets out further information relating to the
terms and conditions of the Placing. Unless otherwise stated,
capitalised terms in this Announcement have the meanings ascribed
to them in Appendix 2 (which forms part of this Announcement).
Investors who have chosen to participate in the Placing, by making
an oral or written offer to acquire Placing Shares, will be deemed
to have read and understood this Announcement in its entirety
(including the Appendices) 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 Appendix 1 .
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (Regulation (EU) No 596/2014), as it
forms part of retained EU law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR"). Market
soundings, as defined in UK MAR, were taken in respect of the
Placing, with the result that certain persons became aware of
inside information relating to the Company and its securities, as
permitted by UK MAR. That inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
inside information relating to the Company and its securities.
The person responsible for releasing this Announcement is John
Morrison, Company Secretary.
Diploma PLC LEI: 2138008OGI7VYG8FGR19
For further information please contact:
+44 (0)20 7549
Diploma 5700
J ohnny Thomson
Chris Davies
Kellie McAvoy
Barclays (Joint Global Coordinator and Joint +44 (0)20 7623
Bookrunner ) 2323
Alisdair Gayne
Neal West
Guy Bomford
Chris Madderson
Numis (Joint Global Coordinator and Joint Bookrunner +44 (0)20 7260
) 1000
Mark Lander
Julian Cater
George Price
William Wickham
+44 (0)20 7353
Teneo 4200
Martin Robinson
Olivia Peters
Important Notices
No action has been taken by the Company, Barclays Bank PLC ,
acting through its investment bank ("Barclays") or Numis Securities
Limited ("Numis" and, together with Barclays, the " Bookrunners")
or any of their respective affiliates, or any person acting on its
or their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Bookrunners to inform themselves about, and to
observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the
UK version of the EU Prospectus Regulation as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation")) to be published. Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (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 or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the
Company only (i) outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the
Securities Act ("Regulation S")) pursuant to Regulation S under the
Securities Act and otherwise in accordance with applicable laws;
and (ii) in the United States to a limited number of "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act). No public offering of securities is being made in the United
States.
This Announcement is for information purposes only and is
directed only at: (i) persons in member states of the European
Economic Area (the "EEA") who are qualified investors within the
meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); or (ii) in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation
who are (a) persons who have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (b) persons who fall within Article 49(2)(a) to (d) of
the Order; or (c) otherwise, persons to whom it may otherwise
lawfully be distributed (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to
which this Announcement relates is available in member states of
the EEA only to Qualified Investors or the United Kingdom only to
Relevant Persons and will be engaged in only with such persons.
This Announcement must not be acted on or relied on by persons in
member states of the EEA who are not Qualified Investors or the
United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
In Canada, the Placing Shares may only be offered and sold in
the provinces of Alberta, British Columbia, Ontario and Quebec on a
basis exempt from the prospectus requirements of applicable
securities laws. In connection with any offer or sale made to
investors in the Placing that are located in Canada, the Placee
will be required to provide a signed investor letter, confirming
its eligibility to participate in the Placing and containing
additional prescribed disclosure for the purposes of compliance
with Canadian securities law requirements.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral or written and legally
binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained in Appendix 1 to this Announcement
and to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in Appendix 1 to this
Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Bookrunners,
their respective affiliates and any person acting on its or their
behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, UK MAR, the Disclosure Guidance and Transparency Rules, the
rules of the London Stock Exchange or the FCA.
Barclays Bank PLC is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the FCA. Numis Securities Limited is authorised and regulated
in the United Kingdom by the FCA. Each of Barclays and Numis are
acting exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or
not a recipient on this Announcement) as its client in relation to
the Placing or any other matter referred to in this Announcement
and will not be responsible to anyone (including any Placees) 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 or any other matters referred to in this Announcement.
Neither Barclays nor Numis is acting for the Company with respect
to the Retail Offer or the Subscription.
Each of the Bookrunners and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Bookrunners and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future. Certain of the Bookrunners or their
respective affiliates are lenders and/or may in the future be,
lenders, and in some cases agents or managers for the lenders,
under certain of the Company's credit facilities and other credit
arrangements. The Company may use any net proceeds it receives from
the sale of the Placing Shares to repay financial indebtedness,
which may include such credit facilities and other credit
arrangements. In their capacity as lenders, such lenders may, in
the future, seek a reduction of a loan commitment to the Company or
its affiliates, or impose incremental pricing or collateral
requirements with respect to such facilities or credit
arrangements, in the ordinary course of business. In addition,
certain of the Bookrunners or their affiliates that have a lending
relationship with the Company or its affiliates may routinely hedge
their credit exposure to the Company and/or its affiliates
consistent with their customary risk management policies; a typical
hedging strategy would include these Bookrunners or their
affiliates hedging such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the
creation of short positions in the Company's securities.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Bookrunner or by any of its affiliates or any person acting on its
or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. 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.
The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") and/or
any equivalent requirements elsewhere to the extent determined to
be applicable , and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the UK Product Governance Rules and/or any
equivalent requirements elsewhere to the extent determined to be
applicable ) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (b) eligible for distribution through all
permitted distribution channels (the "UK target market
assessment"). Notwithstanding the UK target market assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares o er no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have su cient resources to
be able to bear any losses that may result therefrom. The UK target
market assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK target market assessment, each of Barclays and Numis will only
procure investors for the Placing Shares who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
APPIX 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION") WHO ARE (I) PERSONS 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 (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(I), (II) AND (III) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE
THAT, IF YOU ARE IN A MEMBER STATE OF THE EEA, YOU ARE A QUALIFIED
INVESTOR AND, IF YOU ARE IN THE UNITED KINGDOM, 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 IN MEMBERS STATES OF THE
EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED
KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE IN MEMBER STATES OF THE EEA ONLY TO QUALIFIED
INVESTORS OR IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, 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 OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS,
THE PLACING IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE
TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED
KINGDOM, THE UNITED STATES, ANY RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in the United Kingdom, the United
States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or by
Barclays Bank PLC ("Barclays") or Numis Securities Limited ("Numis"
and together with Barclays, the "Bookrunners") or any of their
respective affiliates or agents which would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and the Bookrunners to inform themselves about, and
to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Bookrunner or any of their respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability
therefore is expressly disclaimed.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the PRA and the FCA and Numis, which is
authorised and regulated in the United Kingdom by the FCA, are
acting exclusively for the Company and no--one else in connection
with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Placing or any other matters referred to in this Announcement
and are not, and will not be, responsible to anyone (including the
Placees) other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to
the Placing and/or any other matter referred to in this
Announcement.
None of the Company or the Bookrunners or their respective
affiliates or agents makes any representation or warranty, express
or implied to any Placees regarding any investment in the
securities referred to in this Announcement under the laws
applicable to such Placees. Each Placee should consult its own
advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
subscribe for and acquire Placing Shares has been given will (i) be
deemed to have read and understood this Announcement, in its
entirety; and (ii) be making such offer on the terms and conditions
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
acknowledgements and undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
(a) if it is in the United Kingdom it is a Relevant Person and
if it is in a member state of the EEA it is a Qualified Investor,
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;
(b) it is and, at the time the Placing Shares are acquired, will
be, subject to certain exceptions, (i) outside the United States
and is acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 of Regulation S under the Securities Act
("Regulation S"); or (ii) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act who has executed an
Investor Representation Letter in the form provided to it and
delivered the same to the Bookrunners (in their capacity as joint
bookrunners and placing agents of the Company in respect of the
Placing);
(c) if acquiring the Shares for the account of one or more other
persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
(d) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and 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 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 to Qualified
Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Bookrunners has
been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out in Appendix
2:
1. Bookbuild
Following this Announcement, the Bookrunners will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
2. Details of the Placing Agreement and of the Placing Shares
2.1 The Bookrunners are acting as joint global coordinators and
joint bookrunners in connection with the Placing. The Bookrunners
have entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein,
the Bookrunners have agreed, severally and not jointly or jointly
and severally, to use their respective reasonable endeavours to
procure Placees for the Placing Shares at such price, if any, as
may be determined by the Company and the Bookrunners following
completion of the Bookbuild and set out in the executed placing
terms (the "Placing Terms") and, to the extent that any Placee
defaults in paying the Placing Price (as defined below) in respect
of any of the Placing Shares allocated to it, each of the
Bookrunners has agreed, severally and not jointly or jointly and
severally, to subscribe for such Placing Shares at the Placing
Price.
2.2 The price per Ordinary Share at which the Placing Shares are
to be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the Placing Terms by the Company and the Bookrunners.
The timing of the closing of the book, pricing and allocations are
at the discretion of the Company and the Bookrunners. Details of
the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
2.3 The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
3. Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities (together, "Admission"). It is expected that
Admission will become effective at 8.00 a.m. on 21 March 2023 (or
such later time or date as may be agreed by the Company and the
Bookrunners) and that dealings in the Placing Shares will commence
at that time.
4. Participation in, and principal terms of, the Placing
4.1 The Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by either of the Bookrunners.
Each of the Bookrunners and their respective affiliates are
entitled to enter bids as principal in the Bookbuild.
4.2 The Bookbuild, if successful, will establish the Placing
Price payable to the Bookrunners by all Placees whose bids are
successful. The Placing Price 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 will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
4.3 To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact at
either of the Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to acquire
either at the Placing Price which is ultimately established by the
Company and the Bookrunners or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Bookrunners on
the basis referred to in paragraph 4.6 below.
4.4 The Bookbuild is expected to close no later than 7:00 a.m.
(London time) on 17 March 2023 but may be closed earlier or later,
at the discretion of the Bookrunners. The Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
4.5 Each Placee's allocation will be confirmed to Placees orally
or in writing by the relevant Bookrunner following the close of the
Bookbuild, and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Subject to paragraph 4.7
below, the relevant Bookrunner's 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 such
Bookrunner 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 corporate
documents.
4.6 Subject to paragraphs 4.2 and 4.3 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
and may scale down any bids for this purpose on such basis as it
may determine. The Bookrunners may also, notwithstanding paragraphs
4.2 and 4.3 above and subject to the prior consent of the Company,
(i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Bookrunners.
4.7 The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each such
Placee of an Investor Representation Letter in the form set out in
the Placing Agreement.
4.8 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bookrunner's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bookrunner, to pay it (or as it
may direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Bookrunner.
4.9 Except as required by law or regulation, no press release or
other announcement will be made by either of the Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
4.10 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are 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".
4.11 All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
4.12 By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bookrunner.
4.13 To the fullest extent permissible by law, none of the
Bookrunners, the Company or any of their respective affiliates
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, nor the Company, nor any of
their respective affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunners conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Bookrunners, their respective affiliates and the Company may
agree.
5. Conditions of the Placing
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The Bookrunners' obligations under the Placing
Agreement are conditional on certain conditions, including:
(a) Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 21 March 2023 (or such later time or date as
may be agreed in writing by the Company and the Bookrunners, not
being later than 28 March 2023);
(b) the Company not being in breach of any of its obligations
and undertakings under this agreement which fall to be performed
prior to Admission, save for any breach which is not, in the
opinion of the Bookrunners (acting in good faith) material in the
context of the Placing or Admission;
(c) the Placing Terms having been executed by the Company and the Bookrunners;
(d) the publication by the Company of the results of the Placing
on a Regulatory Information Service as soon as possible following
the execution of the Placing Terms (the "Pricing
Announcement");
(e) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the date of execution of the Placing
Terms and the date of the closing of the Placing as though, in each
such case, they had been given and made on such date by reference
to the facts and circumstances then subsisting, save to such extent
as would not, in the opinion of the Bookrunners (acting in good
faith), be material in the context of the Placing or Admission
;
(f) in the sole opinion of the Bookrunners (acting in good
faith), there not having been any Material Adverse Effect at any
time prior to Admission; and
(g) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the
Placing Agreement.
5.2 If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Bookrunners by the relevant time
or date specified (or such later time or date as the Company and
the Bookrunners may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
lapse and the Placees' rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect
thereof.
5.3 The Bookrunners may, at their discretion 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
save that the conditions described above at (a), (d) and (g) may
not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
5.4 Neither of the Bookrunners 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
it 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.
5.5 By participating in the Bookbuild, each Placee agrees that
its rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
6. Termination of the Placing Agreement
6.1 The Bookrunners are entitled, at any time on or before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if: (i)
there has been a breach by the Company of any of the obligations
undertakings or covenants contained in the Placing Agreement or any
of the warranties contained in the Placing Agreement, when given,
not being, or ceasing to be, true accurate and not misleading in
each case which either Bookrunner considers in its sole judgement
(acting in good faith) is material in the context of the Company,
the Group, the Placing and/or Admission); (ii) in the good faith
opinion of either Bookrunner, there has been a Material Adverse
Effect; (iii) either application for Admission is withdrawn or
refused by the FCA or the London Stock Exchange (as applicable); or
(iv) there has occurred a material adverse change in any major
financial market in the United States, the United Kingdom, any
member of the European Union or in other international financial
markets.
6.2 By participating in the Placing, Placees agree that the
exercise by the Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Bookrunners or for agreement
between the Company and the Bookrunners (as the case may be) and
that neither the Company nor the Bookrunners need make any
reference to, or consultation with, Placees and that neither they
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees whatsoever in
connection with any such exercise.
7. No prospectus
7.1 No offering document, prospectus or admission document has
been or will be prepared or submitted to be approved by the FCA (or
any other authority) or submitted to the London Stock Exchange or
in any other jurisdictions in relation to the Placing or Admission
and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published in the United Kingdom or any
equivalent document in any jurisdiction.
7.2 Placees' commitments will be made solely on the basis of
their own assessment of the Company, the Placing Shares and
publicly available information taken together with the information
contained in this Announcement, and any Exchange Information (as
defined below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the trade confirmation or
contract note to be provided to individual prospective Placees.
7.3 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement and the publicly
available information released by or on behalf of the Company is
exclusively the responsibility of the Company and confirms to the
Bookrunners and the Company that it has neither received nor relied
on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information) or the Bookrunners or their respective Affiliates or
any other person and neither of the Bookrunners or the Company, or
any of their respective Affiliates or any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
8. Lock--up
8.1 The Company has undertaken to the Bookrunners that, between
the date of the Placing Agreement and 180 calendar days after the
Closing Date, it will not, without the prior written consent of the
Bookrunners enter into certain transactions involving or relating
to the Ordinary Shares, subject to certain carve--outs agreed
between the Bookrunners and the Company.
8.2 By participating in the Placing, Placees agree that the
exercise by the Bookrunners of any power to grant consent to waive
the undertaking by the Company of a transaction which would
otherwise be subject to the lock--up under the Placing Agreement
shall be within the absolute discretion of the Bookrunners and that
they need not make any reference to, or consultation with, Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
9. Registration and settlement
9.1 Settlement of transactions in the Placing Shares ( ISIN:
GB0001826634) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Bookrunners and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
9.2 Following the close of the Bookbuild for the Placing, each
Placee to be allocated Placing Shares in the Placing will be sent a
trade confirmation or contract note in accordance with the standing
arrangements in place with the relevant Bookrunner stating the
number of Placing Shares allocated to them at the Placing Price,
the aggregate amount owed by such Placee to the Bookrunners and
settlement instructions.
9.3 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
that it has in place with the relevant Bookrunner.
9.4 The Company will deliver the Placing Shares to a CREST
account operated by Numis as agent for the Company and Numis will
enter its delivery (DEL) instruction into the CREST system. Numis
will hold any Placing Shares delivered to this account as nominee
for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
9.5 It is expected that settlement will be on 21 March 2023 on a
T+2 basis in accordance with the instructions given to the
Bookrunners.
9.6 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above SONIA as
determined by the Bookrunners.
9.7 Each Placee agrees that, if it does not comply with these
obligations, the Bookrunners 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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
9.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject to as provided below, be so registered free from any
liability to UK stamp duty or UK stamp duty reserve tax. If there
are any circumstances in which any other stamp duty or stamp duty
reserve tax (and/or any interest, fines or penalties relating
thereto) is payable in respect of the allocation, allotment, issue
or delivery of the Placing Shares (or for the avoidance of doubt if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither the Bookrunners nor the Company shall be
responsible for the
payment thereof.
10. Representations and warranties
10.1 By submitting a bid and/or participating in the Placing
each prospective Placee (and any person acting on such Placee's
behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunners (in
their capacity as joint global coordinators, joint bookrunners and
as placing agents of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, the following:
(a) that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
(b) 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 EU Prospectus Regulation or UK
Prospectus Regulation and it has not received and will not receive
a prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
(c) that the Ordinary Shares are admitted to the premium listing
segment of the Official List of the FCA and to trading on the
London Stock Exchange's main market for listed securities and that
the Company is therefore required to publish certain business and
financial information in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA
(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 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;
(d) that neither of the Bookrunners, nor the Company nor any of
their respective Affiliates nor 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
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested either of the
Bookrunners, the Company, or any of their respective Affiliates nor
any person acting on behalf of any of them to provide it with any
such material or information;
(e) unless otherwise specifically agreed with the Bookrunners,
that they are 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 those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
(f) that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Bookrunners
or any of their respective Affiliates nor any person acting on
their behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Bookrunners
or the Company and neither of the Bookrunners nor the Company will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing and that neither of the
Bookrunners nor any of their respective Affiliates have made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof.
Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent
misrepresentation made by that person;
(g) that it has not relied on any information relating to the
Company contained in any research reports prepared by the
Bookrunners, any of their respective Affiliates or any person
acting on the Bookrunner, or any of their respective Affiliates'
behalf and understands that (i) neither of the Bookrunners nor any
of their respective Affiliates nor any person acting on their
behalf has or shall have any liability for public information or
any representation; (ii) neither of the Bookrunners nor any of
their respective Affiliates nor any person acting on their behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this document or otherwise; and
that (iii) neither of the Bookrunners nor any of their respective
Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
(h) 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 (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;
(i) that no action has been or will be taken by the Company, the
Bookrunners or any person acting on behalf of the Company or the
Bookrunners 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;
(j) 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 Company or any of
their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
(k) that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
(l) that it has complied with its obligations under the Criminal
Justice Act 1993, the UK MAR, any delegating acts, implementing
acts, technical standards and guidelines thereunder, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Anti--Terrorism Crime and Security Act 2001, the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Bookrunners 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 will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
(m) 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 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);
(n) that it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new Ordinary Shares offered by
the Company on or about the date hereof on the PrimaryBid
platform;
(o) if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
Qualified Investor;
(p) if in the United Kingdom, that it is a Relevant Person 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;
(q) if in the United Kingdom, unless otherwise agreed by the
Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
(r) if in Canada, the Placing Shares may only be offered and
sold in the provinces of Alberta, British Columbia, Ontario and
Quebec on a basis exempt from the prospectus requirements of
applicable securities laws. In connection with any offer or sale
made to investors in the Placing that are located in Canada, the
Placee will be required to provide a signed investor letter,
confirming its eligibility to participate in the Placing and
containing additional prescribed disclosure for the purposes of
compliance with Canadian securities law requirements;
(s) 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 or any other Restricted Territory (including electronic
copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials
to any person;
(t) 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;
(u) 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;
(v) if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation and Article
5(1) of the UK Prospectus Regulation, that the Placing Shares
acquired for by it in the Placing will not be acquired for on a
non--discretionary basis on behalf of, nor will they be acquired
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Bookrunners has been given to the
proposed offer or resale;
(w) 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 Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
(x) 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 EU Prospectus Regulation;
(y) that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
(z) that it has complied and will comply with all applicable
laws (including all relevant provisions of the 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;
(aa) if it has received any inside information about the Company
in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the UK MAR, prior
to the information being made publicly available;
(bb) that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase 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 Affiliates or any person acting on
their behalf 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 and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
(cc) 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 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 may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest 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;
(dd) 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 acquire, and that the Bookrunners or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(ee) that neither of the Bookrunners nor any of their respective
Affiliates nor any person acting on their behalf, 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 that the
Bookrunners do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of the Bookrunners' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
(ff) 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 of the Bookrunners nor the
Company nor any of their respective Affiliates 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
each of the Bookrunners, 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 Numis Nominees (Client) Limitedwho will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
(gg) 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 subjects (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 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;
(hh) that each of the Bookrunners, 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 of the Bookrunners on their own behalf and on behalf
of the Company and are irrevocable and it irrevocably authorises
each of the Bookrunners 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;
(ii) that it will indemnify on an after--tax basis and hold each
of the Bookrunners, the Company and their respective Affiliates and
any person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it 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;
(jj) that it irrevocably appoints any director of the
Bookrunners 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;
(kk) that its commitment to acquire Placing Shares on the terms
set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Bookrunners conduct
of the Placing;
(ll) that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Bookrunners, (iv) it has had
sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business,
currency and other economic and financial considerations relevant
to such investment and has so conducted its own investigation to
the extent it deems necessary for the purposes of its
investigation, and (v) it will not look to the Company, the
Bookrunners, 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;
(mm) that neither of the Bookrunners nor the Company owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
(nn) that it may not rely on any investigation that the
Bookrunners or any person acting on their behalf may or may not
have conducted with respect to the Company and its Affiliates or
the Placing and the Bookrunners have not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the subscription for or purchase of 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 any investment or
other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, the Bookrunners for the purposes of
this Placing;
(oo) that it will not hold either of the Bookrunners 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 Group or information
made available (whether in written or oral form) relating to the
Group (the "Information") and that neither of the Bookrunners nor
any person acting on behalf of the Bookrunners 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;
(pp) that in connection with the Placing, the Bookrunners 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 any of their
respective Affiliates acting in such capacity. In addition, certain
of the Bookrunners or their Affiliates may enter into financing
arrangements and swaps with investors in connection with which the
Bookrunners (or their Affiliates) may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither of the Bookrunners nor 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;
(qq) that (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States, nor approved
or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority and may not be offered, sold or
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States; (ii) subject to certain
exceptions the Placing Shares are being offered and sold outside
the United States in reliance on Regulation S; and (iii) the
Placing Shares may not be reoffered, resold, pledged or otherwise
transferred except in transactions not requiring registration under
the Securities Act;
(rr) that, subject to certain exceptions, (i) each of it and
each beneficial owner of the Placing Shares for whom it is acting
is and at the time the Placing Shares are acquired will be, (x)
located outside the United States and is and will be acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S or (y) a QIB which has duly executed
and delivered to one of the Bookrunners or its affiliates an
Investor Representation Letter substantially in the form provided
to it, (ii) it will not offer or sell, directly or indirectly, any
of the Placing Shares except in an "offshore transaction" in
accordance with Regulation S or in the United States pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, (iii) no
representation has been made or will be made as to the availability
of any exemption under the Securities Act or any relevant state or
other jurisdiction's securities laws for the re-offer, resale,
pledge or transfer of the Placing Shares; and
(ss) that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S).
10.2 The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Bookrunners (for
their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither of the Bookrunners nor the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
10.3 Please also note that the agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as nominee or agent) free of UK stamp duty and UK stamp
duty reserve tax relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares in question. None of the
Company, the Bookrunners or any of their respective Affiliates will
be responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
10.4 Such agreement is subject to the representations,
warranties and further terms above and 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 Company nor any of
their respective Affiliates are liable to bear any stamp duty or
stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after--tax basis and
hold the Bookrunners and/or the Company and their respective
Affiliates harmless from any such transfer taxes, and all interest,
fines or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
10.5 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Bookrunners 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
are receiving a fee in connection with their role in respect of the
Placing as detailed in the Placing Agreement.
10.6 When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunners, any money held in an account with
either of the Bookrunners on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. 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
Bookrunners money in accordance with the client money rules and
will be used by the Bookrunners in the course of its own business;
and the Placee will rank only as a general creditor of the
Bookrunners.
10.7 All times and dates in this Announcement may be subject to
amendment by the Bookrunners (in its absolute discretion). The
Bookrunners shall notify the Placees and any person acting on
behalf of the Placees of any changes.
10.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
10.9 The rights and remedies of the Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
10.10 Each Placee may be asked to disclose in writing or orally to the Bookrunners:
(a) if they are an individual, their nationality; or
(b) if they are a discretionary fund manager, the jurisdiction
in which the funds are managed or owned.
APPIX 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
under the Securities Act or Rule 405 under the Securities Act, as
applicable and, in the case of the Company, includes its subsidiary
undertakings;
"Announcement" means this announcement (including its
Appendices);
"Barclays" means Barclays Bank PLC, acting through its
Investment Bank;
"Bookbuild" means the bookbuilding process to be commenced by
the Bookrunners to use reasonable endeavours to procure placees for
the Placing Shares, as described in this Announcement and subject
to the terms and conditions set out in this Announcement and the
Placing Agreement;
"Bookrunners" means Barclays and Numis, each a "Bookrunner";
"Closing Date" means the day on which the transactions effected
in connection with the Placing will be settled;
"Company" means Diploma PLC;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
Regulations) in accordance with which securities may be held and
transferred in uncertificated form;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"EU Prospectus Regulation" means the Prospectus Regulation (EU)
No 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a
company incorporated under the laws of England and Wales;
"FCA or Financial Conduct Authority" means the UK Financial
Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its subsidiary undertakings;
"Investor Representation Letter" means the letter in the form
set out in the Placing Agreement;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE or London Stock Exchange" means London Stock Exchange
plc;
"Material Adverse Effect" means a material adverse effect or
change in, or any development reasonably likely to result in a
material adverse change in or affecting, the condition (financial,
operational, legal or otherwise) or in the earnings, management,
results of operations, business affairs or business prospects of
the Group taken as a whole, whether or not arising in the ordinary
course of business and whether or not foreseeable at the date of
this Announcement;
"Ordinary Share" means an ordinary share of nominal value five
pence each in the capital of the Company;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
"Placing" has the meaning given in paragraph 1 of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Ordinary Share at which the
Placing Shares are placed;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"Placing Terms" has the meaning given to it in Appendix 1 to
this Announcement;
"PRA or Prudential Regulation Authority" means the UK Prudential
Regulation Authority;
"Pricing Announcement" means the announcement published by the
Company confirming the results of the Placing on a Regulatory
Information Service immediately following the execution of the
Placing Terms;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Restricted Territory" means the United States, Australia,
Canada, the Republic of South Africa or Japan;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"subsidiary has the meaning given to that term in the Companies
Act 2006;
"subsidiary undertaking" has the meaning given to that term in
the Companies Act 2006;
"UK MAR" means the UK version of the Market Abuse Regulation
(EU) No. 596/2014, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
"UK Prospectus Regulation" means the UK version of the EU
Prospectus Regulation, which forms part of UK Law by virtue of the
European Union (Withdrawal) Act 2018;
"uncertificated or in uncertificated form" means in respect of a
share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST;
"United Kingdom or UK" means the United Kingdom of Great Britain
and Northern Ireland; and
"United States or US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub--division thereof.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
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IOEFZGMFVVRGFZM
(END) Dow Jones Newswires
March 16, 2023 12:46 ET (16:46 GMT)
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