TIDMDPP
RNS Number : 7034L
DP Poland PLC
05 October 2016
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 956/2014
For immediate release
5 October 2016
DP Poland plc
Placing of 6,667,000 new Ordinary Shares at 48 pence per
share
Introduction
DP Poland plc ("DP Poland", the "Company" and, together with its
subsidiary undertakings, the "Group") (AIM: DPP.L) today announces
a conditional placing of 6,667,000 new ordinary shares of 0.5 pence
each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") at a price of 48 pence per Placing Share (the
"Placing Price") to raise approximately GBP3.2 million before
expenses (the "Placing").
The Placing Shares represent approximately 5.1 per cent. of the
existing issued share capital of the Company and the Placing Price
represents a discount of approximately 1.3 per cent. to the closing
mid-market price of 48.625 pence per Ordinary Share on 4 October
2016, being the last trading day immediately preceding the
publication of this Announcement.
Background to and reasons for the Placing
As at 30 June 2016 the Group's net cash balance was
approximately GBP5.3 million. This level of cash resources is
sufficient to fund the Company's plans for additional new stores in
line with current market expectations. However, in light of store
opening momentum building strongly and current trading, the board
is confident in the Company's business model and intends to
accelerate the roll-out of new stores. It is for this reason that
the Company is seeking further equity capital from new and existing
investors by way of the Placing.
The net proceeds of the Placing are expected to provide the
Company with the funds required to open an additional 20 stores,
over and above current market expectations, by 2020. It is expected
the proceeds will either be used to fund corporately-owned stores,
or will be loaned to high-calibre store managers to enable them to
open their own sub-franchised stores. The Group's new target is to
have 100 stores by 2020.
Current trading
The Group has continued to trade strongly in the third quarter
of 2016 and is trading in line with market expectations in respect
of the current financial year.
Details of the Placing
Peel Hunt LLP ("Peel Hunt") is acting as nominated adviser,
broker and bookrunner in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being the "Announcement").
Under the terms of the Placing, Peel Hunt has today
conditionally placed 6,667,000 Placing Shares at the Placing Price
with new and existing investors, raising gross proceeds of
approximately GBP3.2 million.
The Placing Shares, when issued, will represent approximately
5.1 per cent. of the Company's existing issued share capital. The
Placing Price of 48 pence per share represents a discount of 1.3
per cent. to the closing mid-market price of 48.625 pence per
Ordinary Share on 4 October 2016 being the last trading day
immediately preceding the publication of this Announcement.
The Placing Shares, when issued, will be 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 after the date of issue.
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
(the "London Stock Exchange") ("Admission").
The Placing is conditional upon Admission becoming effective and
the placing agreement between the Company and Peel Hunt (the
"Placing Agreement") not being terminated in accordance with its
terms.
It is expected that Admission will become effective and that
settlement for the Placing Shares will take place at 8.00 a.m. on
10 October 2016. Following Admission, the Company will have a total
of 136,915,112 Ordinary Shares in issue.
Directors' participation in the Placing and related party
transactions
The following Directors ("Participating Directors") have agreed
to subscribe, in aggregate, for 260,416 Placing Shares under the
Placing as follows:
Name Role Number of Holding post
Placing Shares Placing
------------- --------------- ---------------- -------------
Non-executive
Gerald Ford Director 72,916 1,001,038
------------- --------------- ---------------- -------------
Christopher Non-executive
Moore Director 187,500 3,842,833
------------- --------------- ---------------- -------------
Related Party transactions
Hargreave Hale Limited ("Hargreave Hale"), a substantial
shareholder in the Company, has agreed to subscribe for 1,856,000
Placing Shares in the Placing. In addition, as indicated above, the
Participating Directors have agreed to subscribe for a total of
260,416 Placing Shares in the Placing.
Hargreave Hale and the Participating Directors will in each case
be treated as a "related party" for the purposes of Rule 13 of the
AIM Rules in relation to the participation by them (or their
associates) in the Placing.
The Directors, having consulted with Peel Hunt in its capacity
as the Company's nominated adviser for the purposes of the AIM
Rules, consider that the terms on which Hargreave Hale will
subscribe for Placing Shares in the Placing are fair and reasonable
insofar as shareholders of the Company are concerned.
In relation to the Participating Directors' proposed
participation in the Placing, the Directors (excluding the
Participating Directors), having consulted with Peel Hunt in its
capacity as the Company's nominated adviser for the purposes of the
AIM Rules, consider that the terms on which the Participating
Directors will subscribe for Placing Shares in the Placing are fair
and reasonable insofar as shareholders of the Company are
concerned.
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
Peter Shaw, Chief Executive Officer of DP Poland commented:
"The strong financial and KPI performance from the stores
reported in the Company's 2016 interim results gives the board
comfort that the business model is proven and the confidence to
accelerate the roll-out of new stores. The board is extremely
pleased with the support that we have received from new and
existing investors in this fundraising and we are entirely focussed
on delivering our growth strategy and realising the significant
opportunity for Domino's Pizza in Poland."
Enquiries:
DP Poland PLC
Peter Shaw, Chief Executive
www.dppoland.com 020 3393 6954
Peel Hunt LLP
Adrian Trimmings / George
Sellar / Alex Lomax 020 7418 8900
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN DP POLAND PLC.
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 WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, 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) IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Peel
Hunt or any of their respective affiliates, agents, directors,
partners, officers or employees 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 Peel Hunt to inform themselves about
and to observe any such restrictions.
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 (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa 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.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
Neither the US Securities and Exchange Commission nor any state
securities commission or other regulatory authority in the United
States, has approved or disapproved of an investment in the Placing
Shares or passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to
the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; 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 offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral or written offer to subscribe for or acquire Placing
Shares will be deemed to have read and understood this Announcement
in its entirety, and as a legally binding obligation to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and in that connection to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, national and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Peel Hunt will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Peel Hunt or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS
AND (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") (INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN DP POLAND PLC.
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 WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, 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) IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Peel
Hunt or any of their respective affiliates, agents, directors,
partners, officers or employees 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 Peel Hunt to inform themselves about
and to observe any such restrictions.
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 (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa 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.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; 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, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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.
By participating in the Placing, each Placee 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 herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
a) it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Peel Hunt has been given to the offer or resale;
or
ii. where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such persons;
and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
a) outside the United States acquiring the Placing Shares in
offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; or
b) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act (a "QIB").
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document. No
such prospectus or offering document has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing or the Placing Shares. Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of this Announcement (the
"Publicly Available Information") and subject to any further terms
set forth in the contract note to be sent to individual
Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicity Available Information),
representation, warranty or statement made by or on behalf of Peel
Hunt or the Company or any other person and none of Peel Hunt, the
Company nor any other person acting on such person's behalf nor any
of their affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. 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. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Peel Hunt has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, Peel
Hunt, as agent for and on behalf of the Company, has agreed to use
its reasonable endeavours to procure Placees for the Placing
Shares. In accordance with the terms of the Placing Agreement, if
Placees fail to take up their allocation of Placing Shares at the
Placing Price, Peel Hunt agrees to take up such shares and the
Company agrees to allot and issue such shares to Peel Hunt, at the
Placing Price and on the terms set out in the Placing
Agreement.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt as to matters relating to the Company and its
business and a customary indemnity given by the Company to Peel
Hunt in respect of any liabilities arising out of, or in connection
with, the Placing.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of 0.5 pence each ("Ordinary
Shares") in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
As part of the Placing, the Company has agreed that for a period
of 30 days after (but including) Admission, it will not without the
prior written consent of Peel Hunt, directly or indirectly, issue,
offer, sell, lend, pledge, contract to sell or issue, grant any
option, right or warrant to purchase or otherwise dispose of any
Ordinary Shares (or any interest therein or in respect thereof) or
other securities of the Company exchangeable for, convertible into
or representing the right to receive Ordinary Shares or any
substantially similar securities or otherwise enter into any
transaction (including derivative transaction) directly or
indirectly, permanently or temporarily, to dispose of any Ordinary
Shares or undertake any other transaction with the same economic
effect as any of the foregoing or announce an offering of Ordinary
Shares or any interest therein or announce publicly any intention
to enter into any transaction described above. Such agreement is
subject to certain customary exceptions and does not prevent the
grant or exercise of options under any of the Company's existing
share incentives and share option schemes, or following Admission
the issue by the Company of any Ordinary Shares upon the exercise
of any right or option or the conversion of a security already in
existence.
Application for admission to trading
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 10 October 2016 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1. Peel Hunt is acting as nominated adviser, broker and sole
bookrunner to the Placing, as agent for and on behalf of the
Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Peel Hunt to
participate. Peel Hunt and any of its affiliates are entitled to
participate in the Placing as principal.
3. The price per Placing Share (the "Placing Price") is fixed at
48 pence and is payable to Peel Hunt (as agent for the Company) by
all Placees.
4. Each Placee's allocation will be determined by Peel Hunt in
its discretion following consultation with the Company and will be
confirmed orally by Peel Hunt and a contract note will be
dispatched as soon as possible thereafter. Peel Hunt's oral
confirmation of an allocation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of Peel Hunt and the Company, under
which it agrees to acquire the number of Placing Shares allocated
to it on the terms and subject to the conditions set out in this
Appendix and in accordance with the Company's articles of
association. Except with Peel Hunt's consent, such commitment will
not be capable of variation or revocation after the time at which
it is submitted.
5. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Peel Hunt. The terms of
this Appendix will be deemed incorporated in that contract
note.
6. Each Placee's allocation and commitment to subscribe for
Placing Shares 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 Peel Hunt's
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Peel Hunt (as
agent for the Company), to pay to 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 such Placee has agreed to acquire
and the Company has agreed to allot and issue to that Placee.
7. Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt 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.
8. 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".
9. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
a) Peel Hunt;
b) any of its affiliates, agents, directors, partners, officers,
consultants or employees; nor
c) to the extent not contained within (a) or (b), any person
connected with Peel Hunt as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Peel
Hunt);
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither Peel Hunt nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Peel Hunt's conduct of the Placing
or of such alternative method of effecting the Placing as Peel Hunt
and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic confirmation which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to Peel Hunt.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Peel Hunt in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with Peel Hunt.
Settlement of transactions in the Placing Shares (ISIN:
GB00B3Q74M51) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by Peel Hunt and
is expected to occur on 10 October 2016 (the "Settlement Date") in
accordance with the contract notes. Settlement will be on a
delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Peel Hunt may agree that the Placing Shares should be issued in
certificated form. Peel Hunt reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Peel Hunt.
Each Placee is deemed to agree that if it does not comply with
these obligations, Peel Hunt may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for Peel
Hunt's own 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
Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional 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 as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Peel Hunt under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
a) none of the warranties and undertakings on the part of the
Company contained in the Placing Agreement being untrue or
inaccurate on the date on which the Placing Agreement is signed or
Admission, by reference to the facts and circumstances then
subsisting;
b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
c) the Company having allotted, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
d) Admission having become effective at or before 8.00 a.m. on
10 October 2016 or such later time as Peel Hunt may agree with the
Company,
(all conditions to the obligations of Peel Hunt included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and Peel Hunt may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Peel Hunt may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in
the Placing Agreement in whole or in part, or extend the time
provided for fulfilment of one or more conditions, save that
certain conditions including the condition relating to Admission
referred to in paragraph (d) above may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
Peel Hunt may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Peel Hunt nor any of its affiliates, agents, directors,
partners, officers or employees nor the Company 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 any of
them 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 any of them 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 Peel Hunt.
Termination of the Placing
Peel Hunt may, in its absolute discretion, by notice to the
Company terminate the Placing Agreement at any time up to Admission
if, inter alia:
a) there has, in opinion of Peel Hunt, been a breach of the warranties given to it;
b) there has, in the reasonable opinion of Peel Hunt, been a
material adverse change in, or affecting, the condition (financial,
operational, legal or otherwise), business or prospects of the
Company which is material or there is a fact, circumstance or
development reasonably likely to result in any such material
adverse change;
c) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate in any material respect or
misleading in any material respect;
d) the Company has not complied or cannot comply in any material
respect with its obligations under the Placing Agreement which is
incapable of remedy prior to Admission; or
e) in the reasonable opinion of Peel Hunt, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Peel Hunt that the exercise by the Company or Peel Hunt
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or Peel Hunt or for agreement between the Company
and Peel Hunt (as the case may be) and that neither the Company nor
Peel Hunt need make any reference to such Placee and that none of
the Company, Peel Hunt nor any of their respective affiliates,
agents, directors, partners, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Peel Hunt of a contract note confirming each
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where Peel Hunt expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the 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 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 Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus, admission document or other
offering document in connection with the Placing and acknowledges
that no prospectus, admission document or other offering
document:
a) is required under the Prospectus Directive; and
b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither Peel Hunt nor the Company nor any of their respective
affiliates, agents, directors, partners, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested Peel Hunt, the Company, any of their respective
affiliates, agents, directors, partners, employees or officers or
any person acting on behalf of any of them to provide it with any
such information;
5. neither Peel Hunt nor any person acting on behalf of it nor
any of its affiliates, agents, directors, partners, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6.
a) the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
b) neither Peel Hunt, nor the Company (nor any of their
respective affiliates, agents, directors, partners, officers and
employees) have made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
d) has not relied on any investigation that Peel Hunt or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Peel Hunt nor any
persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, the Republic of South
Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
10. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as Peel Hunt determines;
11. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b) has fully observed such laws and regulations;
c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
13.
a) it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act; or
b) it (and any account for which it is purchasing) is a QIB;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or any other regulatory authority in the
United States and may not be offered, sold or resold in or into or
from the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities
laws; and no representation is being made as to the availability of
any exemption under the Securities Act for the reoffer, resale,
pledge or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. it understands that:
a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales of Placing Shares;
and
c) it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a) in the United States, to a person it reasonably believes to
be a QIB in a transaction meeting the requirements of Rule
144A;
b) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
c) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
19. understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS.";
20. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials in or into or from the
United States to any person;
21. none of Peel Hunt, its affiliates and any person acting on
behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Placing and that participation in the
Placing is on the basis that it is not and will not be a client of
Peel Hunt and that Peel Hunt has no duties or responsibilities to
it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
22. it will make payment to Peel Hunt for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Peel Hunt determines in its
absolute discretion without liability to the Placee and it will
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;
23. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
24. no action has been or will be taken by any of the Company,
Peel Hunt or any person acting on behalf of the Company or Peel
Hunt that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
25. the person who it specifies for registration as holder of the Placing Shares will be:
a) the Placee; or
b) a nominee of the Placee, as the case may be.
Neither Peel Hunt nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
Peel Hunt in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of Peel Hunt or
transferred to a CREST stock account of Peel Hunt who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
26. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
27. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
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;
28. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
29. if it is within the EEA, it is a Qualified Investor as
defined in section 86(7) of the FSMA, being a person falling within
Article 2(1)(e) of the Prospectus Directive;
30. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Peel Hunt in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
31. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
32. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive (including any relevant implementing measure
in any member state), the 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 a member state of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the express prior written consent of Peel
Hunt has been given to the offer or resale;
33. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
a) dealt in the securities of the Company;
b) encouraged or required another person to deal in the securities of the Company; or
c) disclosed such information to any person, prior to the
information being made publicly available;
34. Peel Hunt and its affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Peel Hunt and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Peel Hunt nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
35. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and
the Money Laundering Regulations 2007 (together, 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;
36. in order to ensure compliance with the Regulations, Peel
Hunt (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Peel Hunt or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Peel Hunt's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at Peel Hunt's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity Peel Hunt (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Peel Hunt and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
37. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the 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 Peel Hunt's conduct of
the Placing;
38. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
39. it irrevocably appoints any duly authorised officer of Peel
Hunt as its agent for the purpose 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 for which it agrees to subscribe or purchase upon
the terms of this Announcement;
40. the Company, Peel Hunt and others (including each of their
respective affiliates, agents, directors, partners, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Peel Hunt on its own behalf and on behalf of the
Company and are irrevocable;
41. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
42. time is of the essence as regards its obligations under this Appendix;
43. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Peel Hunt;
44. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
45. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter (including non-contractual matters)
arising out of such contract except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with interest chargeable thereon) may be taken by the
Company or Peel Hunt 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Peel Hunt and each of their respective affiliates, agents,
directors, partners, officers and employees harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Peel Hunt, the
Company or each of their respective affiliates, agents, directors,
partners, officers or employees arising from the performance of the
Placee's obligations as set out in this Announcement, and further
agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Peel Hunt shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Peel Hunt
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect 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 non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Peel Hunt in the event that either
the Company and/or Peel Hunt have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Peel Hunt for
itself and on behalf of the Company and are irrevocable.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Peel Hunt will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Peel Hunt does not owe any fiduciary or other
duties to any Placee in respect of any warranties, undertakings,
acknowledgements, agreements or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Peel Hunt may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Peel Hunt, any money held in an account with Peel Hunt
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 relevant rules and regulations of the FCA made under the FSMA.
Each 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 Peel Hunt's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEEAAELEDPKFAF
(END) Dow Jones Newswires
October 05, 2016 02:00 ET (06:00 GMT)
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