TIDMPLP
RNS Number : 6801O
Polypipe Group PLC
10 February 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, 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 AND THE INFORMATION CONTAINED HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
10 February 2021
Polypipe Group plc
Proposed placing of new ordinary shares
Polypipe Group plc ("Polypipe" or the "Company"), a leading
provider of sustainable water and climate management solutions for
the built environment, today announces its intention to carry out
an underwritten non-pre-emptive placing of up to approximately 18.7
million new ordinary shares ("Ordinary Shares") in the capital of
the Company (the "Placing Shares"), representing approximately 8.2%
of the Company's issued share capital (the "Placing"). The net
proceeds of the Placing will be used partially to fund the
acquisition of London Topco Limited ("ADEY") which is being
acquired for cash consideration of approximately GBP210 million on
a debt-free and cash-free basis (the "Acquisition"). ADEY is one of
the UK's leading providers of magnetic filters, chemicals and
related products, which protect against magnetite and other
performance issues in heating systems, improve energy efficiency
and extend boiler life. The balance of the cash consideration will
be funded from the Company's existing debt facilities.
The Acquisition is in line with Polypipe's strategy of
broadening its market reach in water management and climate
management solutions and offers significant financial benefits.
Further details regarding the Acquisition are set out in a separate
announcement which has also been released today (the "Acquisition
Announcement").
The Chairman, Chief Executive, Chief Financial Officer and
certain non-executive directors of the Company intend to
participate in the Placing.
The Company has consulted with a significant number of its major
institutional shareholders regarding the rationale for the proposed
Placing and its non pre-emptive nature. The Polypipe directors
believe that the Placing is in the best interests of shareholders
and wider stakeholders and will promote the success of the Company,
and this belief has been strengthened as a result of these
discussions. The Placing structure minimises costs and time to
completion.
The Placing is being conducted through an underwritten
accelerated bookbuilding process which will be launched immediately
following the release of this announcement (the "Bookbuilding
Process"). Deutsche Bank AG, London Branch ("Deutsche Bank") and
Numis Securities Limited ("Numis") (together, the "Banks") are
acting as joint bookrunners. The Placing is subject to the terms
and conditions set out in the Appendices to this announcement
(which form part of this announcement, such announcement and its
Appendices together being this "Announcement").
Details of the Placing
Under the terms of the Placing, the Company intends to place up
to 18,704,085 new ordinary shares of GBP0.001 each in the capital
of the Company, representing approximately 8.2 per cent of the
existing issued ordinary share capital of the Company, with both
existing and new institutional investors. Members of the public are
not entitled to participate in the Placing.
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement.
The Banks 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 Banks and the
Company. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuilding Process.
The Placing 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 to the Financial Conduct Authority for
admission of the Placing Shares to the premium listing segment of
the Official List, and to the London Stock Exchange for admission
to trading on the Main Market for listed securities (together,
"Admission").
Settlement in respect of the Placing Shares and Admission are
expected to take place on or before 8.00 a.m. on 15 February 2021.
The Placing has been underwritten by the Banks and is conditional
upon, among other things, Admission becoming effective. The Placing
is also conditional upon the placing agreement between the Company
and the Banks (the "Placing Agreement") not being terminated in
accordance with its terms prior to Admission. Appendix 1 to this
Announcement sets out further information relating to the terms and
conditions of the Placing.
Enquiries:
Polypipe
Martin Payne, Chief Executive Officer +44 (0) 1709
Paul James, Chief Financial Officer 770 000
Deutsche Bank (Joint Global Coordinator and
Joint Corporate Broker)
Charles Wilkinson
Anna Mills +44 (0) 20 754
Mark Hankinson 58000
Numis Securities (Joint Global Coordinator and
Joint Corporate Broker)
Heraclis Economides
Richard Thomas +44 (0) 20 7260
Ben Stoop 1000
Moelis & Company (Financial Adviser to the Company
on the Acquisition and Placing)
Mark Aedy
Liam Beere +44 (0) 20 7634
Andrew Welby 3500
Brunswick
Nina Coad
Charles Pretzlik +44 (0) 20 7404
Sophia Lazarus 5959
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. Unless otherwise
stated, capitalised terms in this Announcement have the meanings
ascribed to them in Appendix 2.
IMPORTANT NOTICES
No action has been taken by the Company, Deutsche Bank or Numis
or any of its or their respective Affiliates, or any of its or
their respective agents, directors, 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 the Banks to inform themselves about, and to observe,
such restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129 (the
"Prospectus Regulation") and the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union (Withdrawal
Act) 2018 ("UK Prospectus Regulation")) . Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Members of the public are not eligible to take part in the
Placing. In member states of the European Economic Area ("EEA"),
this Announcement is directed only at and may only be communicated
to persons who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation ("qualified investors").
In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having 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"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the order; or (iii)
persons to whom it may otherwise lawfully be communicated
(together, "relevant persons"). Any investment or investment
activity to which the Announcement relates is only available to and
will only be engaged with in the member states of the EEA by
qualified investors and in the United Kingdom by relevant 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 by
persons in the United Kingdom who are not relevant persons.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
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 or 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 US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in or into the United States absent
registration under the Securities Act or 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. The Placing Shares are being offered and sold (a)
outside the United States in "offshore transactions" as defined in,
and pursuant to, Regulation S under the Securities Act ("Regulation
S") or (b) in the in the United States only to persons reasonably
believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) ("QIBs") in transactions not involving
any "public offering" within the meaning of Section 4(a)(2) of the
Securities Act and/or pursuant to an exemption from, or transaction
not subject to, the registration requirements of the Securities
Act. A Placee (as defined below) and any prospective beneficial
owner of the Placing Shares is, and at the time the Placing Shares
are subscribed for will be, (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or (ii) (a) a QIB
and (b) subscribing for the Placing Shares pursuant to an exemption
from the registration requirements under the Securities Act. No
public offering of securities is being made in the United States.
No money, securities or other consideration from any person inside
the United States is being solicited and, if sent in response to
the information contained in this Announcement and not meeting the
criteria above, will not be accepted.
A prospectus has not been and will not be filed with any
securities regulator in Canada in connection with the sale of the
Placing Shares and the Placing Shares may not be offered or sold
within Canada except pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of Canadian
securities laws.
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, 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.
By participating in the Bookbuild 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, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes'", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its Directors, Deutsche Bank and Numis 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, EU MAR,
the DTRs, the rules of the London Stock Exchange or the Financial
Conduct Authority ("FCA").
Deutsche Bank, which is authorised and regulated by the European
Central Bank and by BaFin, the German Federal Financial Supervisory
Authority, and, with respect to activities undertaken in the United
Kingdom, is authorised by the Prudential Regulation Authority
("PRA") with deemed variation of permission, and is subject to
regulation in the United Kingdom by the FCA and limited regulation
by the PRA and Numis and Moelis & Company UK LLP ("Moelis &
Company"), each of which is authorised and regulated by the FCA,
are each acting solely for the Company and no one else in
connection with the Placing, the Acquisition, the content of this
Announcement and other matters described in this Announcement.
Deutsche Bank, Numis and Moelis & Company will not regard any
other person as their respective clients in relation to the
Placing, the Acquisition, the content of this Announcement and
other matters described in this Announcement and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their respective
clients or for providing advice to any other person in relation to
the Placing, the Acquisition, the content of this Announcement or
any other matters referred to in this Announcement.
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
Deutsche Bank, Numis, Moelis & Company or by any of its or
their respective Affiliates or any of its or their respective
directors, officers, employees, agents or advisers 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 options with respect to the Placing. 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.
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. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks and any of
their respective Affiliates may take up a portion of the shares of
the Company in the Placing as a principal position and in that
capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments
and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Banks or any of
their respective Affiliates acting in such capacity. In addition,
either of the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such Banks
or any of their respective Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Banks, or any of their
respective Affiliates, intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
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 (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
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), 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) 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: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK target market assessment is without prejudice to 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, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the UK target market assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
TERMS AND CONDITIONS
Appendix 1 - Terms and Conditions of the Placing for invited
placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS 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"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK PROSPECTUS REGULATION WHO ARE (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" 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) OF THE ORDER, OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED ("RELEVANT
PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM 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 A MEMBER STATE OF THE EEA WHO
ARE NOT QUALIFIED INVESTORS OR BY PERSONS IN THE UNITED KINGDOM WHO
ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. 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. THE PLACING IS BEING MADE (A)
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN,
AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) IN
THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE
"QUALIFIED INSTITUTIONAL BUYERS" IN TRANSACTIONS NOT INVOLVING ANY
"PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF 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 OTHER RESTRICTED TERRITORY (AS
DEFINED BELOW) OR ELSEWHERE.
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 or any Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful.
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 or in any jurisdiction in which such
publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Deutsche Bank or Numis (together, the "Banks") or
any of its or their respective Affiliates or any person acting on
its or their behalf 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 Banks 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.
No prospectus has been filed with any securities commission or
similar regulatory authority in Canada in connection with the offer
and sale of the Placing Shares. No securities commission or similar
regulatory authority in Canada has reviewed or in any way passed
upon this document or on the merits of the Placing Shares and any
representation to the contrary is an offence. In Canada, the
Placing Shares may only be offered and sold in the provinces of
Alberta, British Columbia, Ontario and Quebec on a private
placement basis only and is exempt from the requirement that the
issuer prepares and files a prospectus under applicable Canadian
securities laws. Any resale of Placing Shares acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which resale restrictions may
under certain circumstances apply to resales of the Placing Shares
outside of Canada.
As applicable, each Canadian investor who purchases the Placing
Shares will be deemed to have represented to the Company, the Banks
and to each dealer from whom a purchase confirmation is received,
as applicable, that the investor (i) is purchasing as principal, or
is deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if any Placing Document that constitutes an offering
memorandum for the purposes of applicable Canadian securities laws
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), this Placing is conducted
pursuant to any exemption from the requirement that Canadian
investors be provided with certain underwriter conflicts of
interest disclosure that would otherwise be required pursuant to
subsection 2.1(1) of NI 33-105.
The Placing has not been approved and will not be 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 unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement 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
Bank, 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing 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 Banks or any of its or their
respective Affiliates or any person acting on its or their behalf
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 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 subscribe for, 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 subscribed
for, will be, (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Rule 903 of Regulation S under the Securities Act;
or (ii) (a) a "qualified institutional buyer" (as defined in Rule
144A under the Securities Act) ("QIBs"), and (b) subscribing for
the Placing Shares pursuant to an exemption from the registration
requirements under the Securities Act; acknowledging 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; if subscribing for the Placing 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
(c) 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
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in
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
Banks has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence 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.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint bookrunners in connection with the
Placing. The Banks have today entered an agreement with the Company
(the "Placing Agreement") under which, subject to the conditions
set out therein, each of the Banks, each as agent for and on behalf
of the Company, has agreed to use its respective reasonable
endeavours to procure Placees for the Placing Shares, on the terms
and subject to the conditions set out therein.
Each of the Banks has severally (and not jointly or jointly and
severally) agreed with the Company, to the extent that Placees are
not procured, to subscribe for the Placing Shares at a certain
price or, in the event of any default by any Placee in paying the
Placing Price (as defined below) in respect of any Placing Shares
allotted to it, to subscribe for such Placing Shares itself at the
Placing Price, in each case, in the agreed proportions as set out
in the Placing Agreement
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 between the
Company and the Banks. The timing of the closing of the book,
pricing and allocations are at the discretion of the Company and
the Banks. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 18,704,085 Ordinary Shares, representing
approximately 8.2% of the Company's existing issued Ordinary Share
capital.
The Placing Shares will, when issued, be credited as fully paid
and will rank, pari passu, in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid 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.
Application for admission to trading
The Company will apply to the FCA for admission of the Placing
Shares to listing on 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
("Admission"). It is expected that Admission will become effective
at 8.00 a.m. on 15 February 2021 (or such later date as may be
agreed between the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint bookrunners on the Placing
severally, and not jointly, nor jointly and severally, as agents of
the Company. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
either of the Banks. Each of the Banks and their respective
Affiliates, or any person acting on their behalf, are entitled to
enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks 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 Banks and the
Company following completion of the Bookbuild and any discount to
the market price of the Ordinary Shares will be determined in
accordance with the listing rules of the FCA. The Placing Price and
the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Banks. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing Price
which is ultimately established by the Company and the Banks or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Banks on the basis referred to in paragraph 6 below.
Each of the Banks reserves the right not to accept bids or to
accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 6.00 a.m.
(London time) on 11 February 2021 but may be closed earlier or
later, at the discretion of the Banks and the Company. The Banks
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and
the Company and will be confirmed to Placees orally or in writing
by the relevant Bank, acting as agent of the Company, following the
close of the Bookbuild, and a contract note will be dispatched as
soon as possible thereafter. Subject to paragraph 8 below, the
relevant Bank's oral or written 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
Bank and the Company, under which such Placee agrees to subscribe
for the number of Placing Shares allocated to it and to pay the
relevant Placing Price for each such Placing Share on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
6. The Banks 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 they may determine. The Banks may also,
notwithstanding paragraphs 3 and 4 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
Banks, subject to agreement with the Company. If within a
reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act; and (b)
in the United States only to persons reasonably believed to be QIBs
in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act, and/or pursuant
to an exemption from the registration requirements of the
Securities Act. It and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are
subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S under the Securities Act;
or (ii) (a) a QIB, and (b) subscribing for the Placing Shares
pursuant to an exemption from the registration requirements under
the Securities Act, acknowledging 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. With respect
to (ii) above, it is subscribing for the Placing Shares for its own
account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States, and it has full
power to make the representations,
warranties, indemnities, acknowledgements, agreements and
undertakings in this Announcement on behalf of each such
account.
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 Bank'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 Bank, 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 subscribe for. Each Placee's obligations will be owed to
the relevant Bank. The Company shall, conditional on Admission,
allot such Placing Shares to each Placee following each Placee's
payment to the relevant Bank of such amount.
9. Except as required by law or regulation, no press release or
other announcement will be made by either of the Banks 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.
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 subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
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".
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 Bank.
13. To the fullest extent permissible by law, neither of the
Banks, nor any of their respective Affiliates, nor any person
acting on their behalf shall have any responsibility or liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Banks, nor any
of their respective Affiliates, nor any person acting on its or
their behalf shall have any responsibility or liability (including
to the fullest extent permissible by law, any fiduciary duties) in
respect of the Banks' conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Banks and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on (but not limited to) the following:
1. the release by the Company of the Placing Results Announcement;
2. the Company having allotted the Placing Shares, subject only
to Admission and the Placing Agreement not having been terminated
prior to Admission, to the Placees;
3. the delivery to the Banks of customary documentation in connection with the Placing;
4. none of the warranties on the part of the Company in the
Placing Agreement being untrue, inaccurate or misleading (i) as at
the date of the Placing Agreement; and (ii) immediately prior to
Admission, in each case by reference to the facts and circumstances
then subsisting;
5. the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Admission and not being
in breach of the Placing Agreement;
6. there not having occurred a material adverse change in
relation to the Enlarged Group at any time prior to Admission;
and
7. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 15 February 2021, or such later time and/or
date (being not later than 3.00 p.m. on 22 February 2021) as the
Company and the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
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.
The Banks may, at their discretion and upon such terms as they
think fit, extend the time for the satisfaction of any condition or
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 (other than those conditions described in points
1, 2 and 7 above, which may not be waived). Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither of the Banks, their Affiliates nor any person acting on
their behalf shall have any liability or responsibility 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 Banks.
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.
Termination of the Placing Agreement
A Bank is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia: (i) if there has been a
breach by the Company of any of the warranties or any failure by
the Company to perform any of its obligations contained in the
Placing Agreement; (ii) if there has been a material adverse change
in relation to the Enlarged Group; (iii) if the application for
Admission is withdrawn or refused by the FCA or the London Stock
Exchange; or (iv) upon the occurrence of certain force majeure
events.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
or written confirmation by the Banks following the close of the
Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Bank or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective Affiliates nor any
person acting on its or their behalf shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis
of 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
contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks 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),
either of the Banks, any of their respective Affiliates or any
person acting on its or their behalf and no such 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.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after (but
including) the date of Admission, it will not, without the prior
written consent of the Banks, directly or indirectly issue or allot
Ordinary Shares, subject to customary exceptions and waiver by the
Banks.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks 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.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BKRC5K31) 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 Banks 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 possible or practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the relevant Bank and settlement instructions. Placees
should settle against CREST ID: 201 for Deutsche Bank and CREST ID:
600 for Numis. It is expected that such contract note will be
despatched on or around 11 February 2021 and that this will also be
the trade date.
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 Bank.
The Company will deliver the Placing Shares to a CREST account
operated by Numis as agent for the Company and Numis and Deutsche
Bank 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.
It is expected that settlement will be on 15 February 2021 on a
T+2 basis in accordance with the instructions given to the
Banks.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks 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,
fines or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on each
Bank all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which either
Bank lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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 or other similar
taxes (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 Banks nor the Company shall be responsible for the
payment of such amounts.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Banks (in their capacity as joint
bookrunners, as placing agents of the Company in respect of the
Placing and as underwriters of the Placing Shares) and the Company,
in each case as a fundamental term of its application for Placing
Shares, the following:
1. it has read and understood this Announcement, in its entirety
and that its participation in the Bookbuild and the Placing and its
subscription for and purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to
redistribute or duplicate this Announcement and 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;
2. that no offering document, prospectus, offering memorandum 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, offering memorandum, admission document or other
offering document in connection with the Bookbuild, the Placing,
the Company, Admission or the Placing Shares;
3. that the Ordinary Shares are listed on the Official List of
the FCA and are admitted to trading on the main market of the
London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with 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;
4. that neither of the Banks, nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
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, such information being all that it deems necessary to
make any investment decision in respect of the Placing Shares, nor
has it requested either of the Banks, 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;
5. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are subscribed
for, 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
subscribe for the Placing Shares, subject to certain restrictions;
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;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks or any
of their respective Affiliates nor any person acting on its or
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;
7. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe
for the Placing Shares is contained in this Announcement and any
Exchange Information, that it received and reviewed all information
that it believes is necessary or appropriate 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 Banks or the Company and neither of the Banks, the Company nor
any of their respective Affiliates nor any person acting on its or
their behalf will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that neither of the Banks nor any of
their Affiliates nor any person acting on its or their behalf 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;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by either of the
Banks, any of their respective Affiliates or any person acting on
the Banks or any of their respective Affiliates' behalf and
understands that (i) neither of the Banks or 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 Banks or 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 Banks or any of their respective Affiliates
nor any person acting on its or 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;
9. 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
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. it acknowledges that no action has been or will be taken by
the Company, the Banks, their respective Affiliates or any person
acting on behalf of the Company or the Banks 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;
11. that it and any person acting on its behalf is entitled to
subscribe for 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 Banks, the Company or any of their
respective Affiliates or any person acting on its or their behalf
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
12. 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;
13. that it has complied with its obligations under the Criminal
Justice Act 1993, EU MAR, UK MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, 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;
14. 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
Banks 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);
15. 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 subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
16. it understands that any investment or investment activity to
which this Announcement relates to is available only to, in the
United Kingdom, Relevant Persons and, in any member state of the
EEA, Qualified Investors, and will only be engaged in only with
such persons, and further understands that this Announcement must
not be acted on or relied on by persons who are not, in the United
Kingdom, Relevant Persons and, in any member state of the EEA,
Qualified Investors;
17. that 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
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
18. where it is subscribing for 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 subscribe
for the Placing Shares for each managed account and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
19. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation and the UK
Prospectus Regulation, that the Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of the Banks has been given to the proposed offer or
resale;
21. that it has not offered or sold and 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;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
23. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons 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
United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation and 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 and agrees
that this Announcement has not been approved by either of the Banks
in their respective capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
24. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing
Shares;
25. if it has received any inside information (as defined under
UK MAR and EU MAR) about the Company in advance of the Placing, it
has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of
the Company; or (iii) disclosed such information to any person
except as permitted by UK MAR and EU MAR, prior to the information
being made publicly available;
26. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and 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 Banks, any of their
respective Affiliates or any person acting on its or 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;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
the terms and conditions of this Announcement 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 Banks may in their absolute discretion
determine and without liability to such Placee. Such Placee 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 or
other similar taxes (together with any interest, fines or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
28. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Banks or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
29. that neither of the Banks nor any of their respective
Affiliates nor any person acting on its or 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 Banks and that the
Banks 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 either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Banks, the Company, any
of their respective Affiliates and any person acting on its or
their behalf 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 who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
31. 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 Banks 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;
32. that each of the Banks, the Company, their respective
Affiliates and any person acting on its or their behalf 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 Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Banks 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
contained in this Announcement;
33. that it will indemnify on an after-tax basis and hold each
of the Banks, 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;
34. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Banks 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;
35. that it acknowledges that its commitment to subscribe for
Placing Shares on the terms set out herein 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 the Banks conduct of the
Placing;
36. that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for 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 Banks,
(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 to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing
Shares, (v) it is aware and understands that an investment in
the Placing Shares involves a considerable degree of risk and (vi)
it will not look to the Banks, any of their respective Affiliates
or any person acting on its or their behalf for all or part of any
such loss or losses it or they may suffer;
37. it acknowledges and agrees that neither of the Banks nor the
Company, their respective Affiliates nor any person acting on its
or their behalf, owe any fiduciary or other duties to it or any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
38. understands and agrees that it may not rely on any
investigation that either of the Banks, its Affiliates or any
person acting on its or their behalf may or may not have conducted
with respect to the Company and its Affiliates or the Placing and
each of the Banks has 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 subscribe for the Placing Shares. It acknowledges and
agrees that no information has been prepared by, or is the
responsibility of, either of the Banks, its Affiliates or any
person acting on its or their behalf for the purposes of this
Placing;
39. it acknowledges and agrees that it will not hold either of
the Banks or any of their respective Affiliates or any person
acting on its or 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 and that no
such person 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;
40. that in connection with the Placing, each of the Banks, any
of their respective Affiliates and any person acting on its or
their behalf may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks, any of their respective
Affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition either of the Banks, any
of their respective Affiliates and any person acting on its or
their behalf may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither of the Banks, nor any of their respective
Affiliates nor any person acting on its or their behalf intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
41. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Bank(s). The Bank(s) reserve(s) the right to take up a portion of
the securities in the Placing as a principal position at any stage
at their sole discretion, inter alia, to take account of the
Company's objectives, UK MiFIR and MiFID II requirements, and/or
their allocation policies;
42. it acknowledges that 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
prepared 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, nor 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of Australia, Canada, 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, South Africa or Japan
or in any country or jurisdiction where any action for that purpose
is required;
43. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and for so long as the Placing
Shares are "restricted securities", it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer; and
44. that no representation has been made as to the availability
of the exemption provided by Rule 144 or any other exemption under
the Securities Act for the reoffer, resale, pledge or transfer of
the Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (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 the Company nor either of the
Banks owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the
Placing Agreement or these Terms and Conditions.
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 Banks, their respective Affiliates nor any person acting on its
or their behalf will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest, fines and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
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 subscribed
for in connection with arrangements to issue depositary receipts or
to issue or transfer the Placing Shares into a clearance service.
Neither the Banks, the Company, their respective Affiliates nor any
person acting on its or their behalf will be liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes or any interest) ("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) 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 (including any interest,
fines and penalties relating thereto) forthwith, and agrees to
indemnify on an after-tax basis and hold the Banks and/or the
Company (as the case may be), their respective Affiliates and any
person acting on its or their behalf 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.
Miscellaneous
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Banks 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 Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Banks, any money held in an account with
either of the Banks 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 relevant
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks 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.
Time is of the essence as regards each Placee's obligations
under this Appendix.
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 the Banks.
This Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to subscribe for shares pursuant to the Bookbuild and/or
the Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or either of the Banks 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.
Each Placee may be asked to disclose in writing or orally to the
Banks:
1. if he or she is an individual, his or her nationality; or
2. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2 - Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"US$", "$" or "dollars" are to the lawful currency of the United
States of America;
"Acquisition" means the proposed acquisition by the Company,
directly or indirectly, of all of the issued shares of the Target
pursuant to the Acquisition Agreement;
"Acquisition Agreement" means the agreement dated 10 February
2021, entered into by the Company and LDC (Managers) Limited ,
under which the Company has acquired all of the issued shares of
the Target;
"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" in respect of the Company or either Bank means any
other person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the
subsidiaries of such holding companies, branches, associated
companies and subsidiaries; and for these purposes "controlling
person" means any person who controls any other person; "control"
(including the terms "controlling", "controlled by" and "under
common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management,
policies or activities of a person whether through the ownership of
securities, by contract or agency or otherwise; and the term
"person" is deemed to include a partnership and this definition
also includes the respective directors, officers, employees, agents
or advisers of all such persons;
"Announcement" means this announcement and its appendices;
"Banks" means Deutsche Bank and Numis;
"Bookbuild" means the bookbuilding process to be commenced by
the Banks to use reasonable endeavours to procure placees for the
Placing Shares at the Placing Price, as described in this
Announcement and subject to the terms and conditions set out in
this Announcement and the Placing Agreement;
"Company" means Polypipe Group 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;
"Deutsche Bank" means Deutsche Bank AG, London Branch;
"DTRs" means the Disclosure Guidance and Transparency Rules made
by the FCA pursuant to Part VI of FSMA;
"Enlarged Group" means the Group as enlarged by the Target Group
following completion of the Acquisition;
"EU Prospectus Regulation" means Prospectus Regulation (EU)
2017/1129;
"Euroclear" means Euroclear UK & Ireland 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;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;
"Numis" means Numis Securities Limited;
"Ordinary Share" means an ordinary share of GBP0.001 each in the
capital of the Company;
"Placee" means a person procured by a Bank to subscribe for
Placing Shares;
"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 Results Announcement" means the announcement published
by the Company confirming the results of the Placing on a
Regulatory Information Service following completion of the
Bookbuild;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"PRA" or "Prudential Regulation Authority" means the UK
Prudential Regulation Authority;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"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;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"subsidiary" or "subsidiary undertaking" each have the meaning
given to such term in the Companies Act 2006;
"Target" means London Topco Limited ;
"Target Group" means the Target, together with its subsidiaries
and subsidiary undertakings;
"Terms and Conditions" means the terms and conditions of the
Placing set out in Appendix 1 to this Announcement;
"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;
"UK MAR" means Market Abuse Regulation (EU) No.596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018;
"UK Prospectus Regulation" means the EU Prospectus Regulation as
it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018; 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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use the personal data you provide us, please see our Privacy
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END
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