TIDMHSS
RNS Number : 5792S
HSS Hire Group PLC
22 December 2016
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICE AT THE OF THE ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
22 December 2016
HSS Hire Group plc
Placing to raise GBP13.0m
HSS Hire Group plc ("HSS" or "the Group"), a leading provider of
tool and equipment hire and related services in the UK and Ireland,
announces that it has conditionally placed 15,445,238 new ordinary
shares in the capital of HSS (the "New Ordinary Shares") at a
placing price of 83.875p per New Ordinary Share with certain
existing institutional shareholders to raise approximately GBP13.0
million before expenses (the "Placing").
Background to and reasons for the Placing
As set out in the nine month trading update announced on 24
November 2016, the Group continued to increase its market share
over the first nine months of the year with revenue growing by 11%
overall (2% in Rental and related revenue and 67% in Services).
Adjusted EBITA grew by 6% to GBP14.6 million with EBITA margin
improving to 5.7% versus 4.5% in the first half of the year. The
outlook for the financial year ending 31 December 2016 is unchanged
from that set out in the nine month trading update.
The trading update also noted that the Group's operational
change programme had been extended into Q1 2017 and that this had
impacted the Group's core rental business and related revenue
growth. This programme, and in particular the introduction of the
new National Distribution and Engineering Centre, is transforming
operational practices across the Group and will deliver both
significantly enhanced customer service levels and greater
operational efficiencies when complete. The scale and complexity of
the programme (including GBP12.5 million of previously announced
one-off costs for the nine month period ended 1 October 2016),
together with the on-going investment to support revenue growth,
has led the Board to conclude that an equity injection would
strengthen the balance sheet of the Group and provide additional
flexibility to fund fleet investment as it completes the change
programme in early 2017. Having assessed various equity funding
options, the Board concluded that the Placing would be the most
efficient method in terms of cost, time and management
resource.
The Group has therefore today conditionally placed 15,445,238
New Ordinary Shares at a placing price of 83.875p per ordinary
share to raise approximately GBP13.0 million before expenses.
(1) Adjusted EBITA defined as Operating Profit with amortisation
and exceptional costs added back (exceptional costs include
restructuring, IPO and acquisition costs)
Details of the Placing
Numis Securities Limited (Numis) is acting as sole broker in
connection with the Placing. The Placing is subject to the terms
and conditions set out as an Appendix (which forms part of this
announcement, such announcement and the Appendix together being the
"Announcement").
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Group will allot and issue the Placing Shares
on a non pre-emptive basis to Placees (as defined in the Appendix)
in consideration for Numis transferring its holdings of redeemable
preference shares and ordinary subscriber shares in a Jersey
special purpose vehicle ("Jersey SPV") to the Group. Accordingly,
instead of receiving cash as consideration for the allotment and
issue of Placing Shares, at completion of the Placing the Group
will own all of the issued ordinary shares and redeemable
preference shares of Jersey SPV, whose only asset will be its cash
reserves, which will represent an amount approximately equal to the
net proceeds of the Placing. The Placing is not underwritten.
The New Ordinary Shares will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of the
Group, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Placing is conditional, among other things, upon Admission
becoming effective. The Placing is also conditional upon the
placing agreement between the Group and Numis (the "Placing
Agreement") not being terminated.
Application has been made for the New Ordinary Shares to be
admitted to the premium listing segment of the Official List (the
"Official List") of the Financial Conduct Authority (the "FCA") and
to be admitted to trading on the main market for listed securities
of the London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission"). Settlement for the New Ordinary Shares and
Admission is expected to take place on or around 8.00 a.m. on 28
December 2016.
This Announcement (including the Appendix) should be read in its
entirety.
Substantial Shareholder participation and Related Party
Transactions
Exponent and Toscafund are each separately classified as a
related party of the Group by virtue of being substantial
shareholders as defined in Listing Rule 11.1.4A. The participations
of Exponent and Toscafund are disclosed below as required under
Listing Rule 11.1.10.
In consideration for the issue of the New Ordinary Shares
disclosed below, Exponent and Toscafund will each contribute gross
proceeds of approximately GBP6.5 million.
Shareholder Number Per cent No. of No. of Per cent
of existing of existing ordinary ordinary of issued
ordinary ordinary shares shares ordinary
shares shares subscribed held immediately shares
held before held prior for at following held immediately
Admission to Admission the Placing Admission following
Price Admission
------------- ------------- -------------- ------------- ------------------ ------------------
Exponent 77,959,090 50.37% 7,722,619 85,681,709 50.34%
------------- ------------- -------------- ------------- ------------------ ------------------
Toscafund 35,653,055 23.04% 7,722,619 43,375,674 25.48%
------------- ------------- -------------- ------------- ------------------ ------------------
Each of the subscriptions in the table above constitutes a
smaller related party transaction as defined in Listing Rule
11.1.10.
Total Voting Rights
The Group's enlarged issued share capital immediately following
the issue of the New Ordinary Shares will be 170,207,142 ordinary
shares of GBP0.01 each. There are no shares held in treasury and
therefore the total number of voting rights in the Group
immediately following the issue of the New Ordinary Shares will be
170,207,142. This figure may be used by shareholder as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in
interest in, the share capital of the Group under the Disclosure
and Transparency rules.
For further information please contact:
Tel: 020 7638
HSS Hire Group plc 9571
John Gill, Chief Executive
Officer
Paul Quested, Chief Financial
Officer
Robert Halls, Investor Relations
Manager
Tel: 0207
Numis Securities Limited 260 1000
Stuart Skinner
Michael Burke
Hugo Rubinstein
Tel: 020 7638
Citigate Dewe Rogerson 9571
Simon Rigby
Kevin Smith
Nick Hayns
Note to editors
HSS Hire Group plc provides tool and equipment hire and related
services in the UK and Ireland through a nationwide network of over
310 locations. Focusing primarily on the maintain and operate
segments of the market, over 90% of its revenues come from business
customers. HSS is listed on the Main Market of the London Stock
Exchange. For more information please see www.hsshiregroup.com.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" means admission of the Placing
Shares to the Official List becoming
effective in accordance with the
Listing Rules and the admission
of such shares to trading on the
London Stock Exchange's main market
for listed securities becoming
effective in accordance with the
Admission and Disclosure Standards;
"Admission and Disclosure the "Admission and Disclosure
Standards" Standards" of the London Stock
Exchange containing, among other
things, the admission requirements
to be observed by companies seeking
admission to trading on the London
Stock Exchange's main market for
listed securities;
"Board" or "Directors" the directors of the Company;
"Business Day" a day (excluding Saturdays, Sundays
or public holidays in England
and Wales) on which banks generally
are open in London for the transaction
of business;
"certificated" or "in where a security is not held in
certificated form" uncertificated form (i.e. not
in CREST);
"Company" or "HSS" HSS Hire Group plc;
"CREST" the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/3755);
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST;
"Existing Shares" the 154,761,904 Ordinary Shares
in issue as at the date of this
document;
"FCA" the Financial Conduct Authority
of the United Kingdom;
"FSMA" the Financial Services and Markets
Act 2000 (as amended);
"Group" the Company and its subsidiary
undertakings;
"Listing Rules" the Listing Rules made by the
FCA under Part VI of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"Numis" Numis Securities Limited, registered
in England and Wales with number
2285918, whose registered office
is at 10 Paternoster Square, London
EC4M 7LT;
"Official List" the Official List of the FCA pursuant
to Part VI of FSMA;
"Ordinary Shares" or "HSS the ordinary shares of GBP0.01
Shares" in the capital of the Company;
"Placees" the placees procured by Numis
pursuant to the Placing Agreement
who also agree to subscribe for
the Placing Shares;
"Placing" the placing of Placing Shares
as described in this document;
------------------------- ---------------------------------------
"Placing Agreement" the agreement relating to the
Placing dated 22 December 2016
between the Company and Numis;
"Placing Price" 83.875 pence per Placing Share;
"Placing Shares" the 15,445,238 new Ordinary Shares
to be issued pursuant to the Placing;
"Prospectus Directive" the Directive of the European
Parliament and of the Council
of the European Union 2003/71/EC;
"Regulation S" Regulation S under the Securities
Act
"Securities Act" the US Securities Act of 1933,
as amended;
"Shareholders" holders of Ordinary Shares;
"uncertificated" or "in recorded on the register of members
uncertificated form" of the Company as being held in
uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland; and
"United States" or "US" the United States of America,
its territories and possessions
and the District of Columbia.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY NUMIS
SECURITIES LIMITED ("NUMIS"), WHO ARE (A) PERSONS IN MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS
DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMED (THE
"PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE
"FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE
FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C)
OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The new Ordinary Shares in the capital of the Company that are
the subject of the Placing (the "Placing Shares") have not been and
will not be registered under the 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,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing (as
defined below) is being made outside the United States in offshore
transactions (as defined in and pursuant to Regulation S. Persons
receiving this document (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing.
This document does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction in which such offer or solicitation is or may be
unlawful (a "Prohibited Jurisdiction"). This document and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by HSS Group plc (the "Company" or "HSS"),
Numis, or any of their respective Affiliates (as defined below)
that would permit an offer of the Placing Shares or possession or
distribution of this document or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this document are
required to inform themselves about and to observe any such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this document should seek appropriate advice before taking any
action.
Any indication in this document of the price at which the
ordinary shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this document is intended to be a profit forecast and
no statement in this document should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting for HSS and for no one else in connection
with the Placing and will not be responsible to anyone other than
HSS for providing the protections afforded to clients of Numis or
for affording advice in relation to the Placing, or any other
matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to take up Placing Shares is
deemed to have read and understood this document in its entirety
(including this Appendix) and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained
herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the
"Placing Agreement") with Numis. Pursuant to the Placing Agreement,
Numis has, subject to the terms set out therein, agreed to use
reasonable endeavours, as agents of the Company, to procure Placees
for the Placing Shares (the "Placing").
In accordance with the terms of the Placing Agreement and a
subscription and transfer agreement between the Company, Numis and
a Jersey incorporated subsidiary of the Company ("Jersey SPV") (the
"Subscription and Transfer Agreement"), the allotment and issue of
the Placing Shares to Placees by the Company will be in
consideration for the transfer to the Company of certain shares in
Jersey SPVby Numis.
The Placing Shares will, when issued be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares in the capital of the Company ("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 of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium segment of the Official List maintained by
the FCA in accordance with section 74(1) of FSMA for the purposes
of part 4A of FSMA and to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on the London Stock Exchange's main market for listed
securities ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. on 28 December 2016 and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
Numis (whether through itself or any of its affiliates) is
arranging the Placing as Sponsor, and Broker of the Company for the
purpose of using reasonable endeavours to procure Placees at the
Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Numis.
Numis and its affiliates may participate in the Placing as
principal.
Each Placee which confirms its agreement to Numis (whether
orally or in writing) to subscribe for Placing Shares under the
Placing hereby agrees with Numis that it will be bound by these
terms and conditions and will be deemed to have irrevocably
accepted them.
Each Placee's allocation will be confirmed to Placees orally by
Numis, and a trade confirmation or contract note will be despatched
as soon as possible thereafter. The oral confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour
of Numis and the Company, under which it agrees to acquire the
number of Placing Shares allocated to it at the Placing Price on
these terms and conditions and in accordance with the Company's
Articles of Association.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under "Registration and
Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
Each Placee's obligations will be owed to the Company and to
Numis. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Numis as agent of the
Company, to pay to Numis in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire. Numis will procure the allotment of
the Placing Shares to each Placee, effecting the necessary transfer
to the Company of shares in Jersey SPV following each Placee's
payment to Numis of such amount.
To the fullest extent permissible by law, none of Numis, any
holding company thereof, any subsidiary thereof, any subsidiary of
any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective
directors, officers and employees (each an "Affiliate") nor any
person acting on their behalf shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and Numis shall have no liability to the Placees for the failure of
the Company to fulfil those obligations. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
All obligations of Numis under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Numis under the Placing Agreement are
conditional, inter alia, on:
1. the warranties on the part of the Company
contained in the Placing Agreement being
true and accurate in all material respects
and not misleading on and as of the date
of the Placing Agreement and on Admission,
as though they had been given and made on
such date by reference to the facts and circumstances
then subsisting;
2. the performance by the Company of its obligations
under the Placing Agreement to the extent
that they fall to be performed prior to Admission;
3. no matter having arisen before Admission
which might reasonably be expected to give
rise to an indemnity claim under the Placing
Agreement;
4. in the opinion of Numis, acting in good faith,
there shall have been no material adverse
change since the date of the Placing Agreement
(whether or not foreseeable at the date of
the Placing Agreement) before Admission;
and
5. Admission occurring not later than 8.00 a.m.
on 28 December 2016 or such later time as
Numis may agree in writing with the Company
(but in any event not later than 8.00 a.m.
on 31 December 2016).
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Numis), or (b) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and each Placee's rights and
obligations hereunder shall cease and determine at such time and no
claim may be made by a Placee in respect thereof. None of Numis,
the Company, nor any of their respective Affiliates shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
Numis may, at any time before Admission, terminate the Placing
Agreement by giving notice to the Company if, inter alia:
1. it comes to the knowledge of Numis that any
of the warranties was untrue, inaccurate or
misleading in any material respect; or
2. it comes to the notice of Numis that any statement
contained in this announcement is or has become
untrue or incorrect in any material respect
or is misleading as a result of a new matter
or change; or
3. the Company or Jersey SPV shall fail to comply,
in any material respect with any of its obligations
under the Placing Agreement or the Subscription
and Transfer Agreement, as applicable; or
4. there has occurred a force majeure event which
would make it inadvisable or impracticable
to proceed with the placing or any material
adverse change has occurred in the financial
position or prospects or business of the Company
and its subsidiary undertakings (taken as whole)
which, in the opinion of Numis, would materially
prejudice the success of the Placing.
By participating in the Placing, each Placee agrees with Numis
that the exercise by Numis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Numis without the need to make any reference to the
Placees in this regard and that, to the fullest extent permitted by
law, Numis shall not have any liability whatsoever to the Placees
in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this document and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the Listing
Rules). Each Placee, by accepting a participation in the Placing,
agrees that the content of this document is exclusively the
responsibility of the Company and confirms to Numis and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Numis
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to below), any of their respective Affiliates, any persons
acting on its behalf or the Company and none of Numis any of its
respective Affiliates, any persons acting on their behalf, nor the
Company will be liable for the decision of any Placee
to participate in the Placing based on any other information,
representation, warranty or statement which the Placee 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 to and agrees with Numis for
itself and as agent for the Company that, except in relation to the
information contained in this document, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00BVFD4645) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Numis reserves 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
within the CREST system within the timetable set out in this
document or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to Numis and settlement instructions. It is expected that such
trade confirmation will be despatched on 22 December 2016 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 which it has in place with
Numis.
It is expected that settlement will be on 28 December 2016 on a
DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Numis.
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 the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Numis' own account and profit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Numis nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and
understood this document in its entirety (including
this Appendix) and acknowledges that its participation
in the Placing will be governed by the terms
of this document (including this Appendix);
2. acknowledges that no prospectus or offering
document has been or will be prepared in connection
with the Placing and it has not received and
will not receive a prospectus or other offering
document in connection with the Placing or
the Placing Shares;
3. agrees to indemnify on an after-tax basis
and hold harmless each of the Company, Numis,
their respective Affiliates and any person
acting on their behalf from any and all costs,
claims, liabilities and expenses (including
legal fees and expenses) arising out of or
in connection with any breach of the representations,
warranties, acknowledgements, agreements and
undertakings in this document and further
agrees that the provisions of this document
shall survive after completion of the Placing;
4. acknowledges that the new Placing Shares of
the Company will be admitted to the Official
List of the UK Listing Authority and admitted
to trading on the main market of the London
Stock Exchange, and the Company is therefore
required to publish certain business and financial
information in accordance with the rules and
practices of the London Stock Exchange/FCA
(collectively, the "Exchange Information")
and that the Placee is able to obtain or access
the Exchange Information without undue difficulty;
5. acknowledges that none of Numis, nor any of
its respective Affiliates nor any person acting
on their behalf has provided, and will not
provide it with any material or information
regarding the Placing Shares or the Company;
nor has it requested any of Numis, nor any
of its respective Affiliates nor any person
acting on their behalf to provide it with
any such material or information;
6. acknowledges that the content of this document
is exclusively the responsibility of the Company
and that none of Numis, nor any of its respective
Affiliates nor any person acting on their
behalf will be responsible for or shall have
any liability for any information, representation
or statement relating to the Company contained
in this document or any information previously
published by or on behalf of the Company and
none of Numis, nor any of its respective Affiliates
nor any person acting on their behalf will
be liable for any Placee's decision to participate
in the Placing based on any information, representation
or statement contained in this document or
otherwise. Each Placee further represents,
warrants and agrees that the only information
on which it is entitled to rely and on which
such Placee has relied in committing to subscribe
for the Placing Shares is contained in this
document and any Exchange Information, such
information being all that it deems necessary
to make an investment decision in respect
of the Placing Shares, and that it has relied
on its own investigation with respect to the
Placing Shares and the Company in connection
with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying
on any investigation that any if Numis, any
of its respective Affiliates or any person
acting on their behalf may have conducted
with respect to the Placing Shares or the
Company and none of such persons has made
any representations to it, express or implied,
with respect thereto;
7. acknowledges that it has knowledge and experience
in financial, business and international investment
matters as is required to evaluate the merits
and risks of subscribing for the Placing Shares.
It further acknowledges that it is experienced
in investing in securities of this nature
and is aware that it may be required to bear,
and is able to bear, the economic risk of,
and is able to sustain, a complete loss in
connection with the Placing. It has had sufficient
time to consider and conduct its own investigation
with respect to the offer and subscription
for the Placing Shares, including the tax,
legal and other economic considerations and
has relied upon its own examination and due
diligence of the Company and its affiliates
taken as a whole, and the terms of the Placing,
including the merits and risks involved;
8. represents and warrants that it has neither
received nor relied on any confidential price
sensitive information concerning the Company
in accepting its invitation to participate
in the Placing;
9. acknowledges that it has not relied on any
information relating to the Company contained
in any research reports prepared by Numis,
its respective Affiliates or any person acting
on its or any of their respective Affiliates'
behalf and understands that (i) none of Numis,
nor any of its respective Affiliates nor any
person acting on their behalf has or shall
have any liability for public information
or any representation; (ii) none of Numis,
nor any of its 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) none of Numis, nor any of its respective
Affiliates, nor any person acting on their
behalf makes any representation or warranty,
express or implied, as to the truth, accuracy
or completeness of such information, whether
at the date of publication, the date of this
document or otherwise;
10. represents and warrants that (i) it is entitled
to acquire the Placing Shares under the laws
and regulations of all relevant jurisdictions
which apply to it; (ii) it has fully observed
such laws and regulations and obtained all
such governmental and other guarantees and
other consents and authorities which may be
required thereunder and complied with all
necessary formalities; (iii) it has all necessary
capacity to commit to participation in the
Placing and to perform its obligations in
relation thereto and will honour such obligations;
(iv) it has paid any issue, transfer or other
taxes due in connection with its participation
in any territory; and (v) it has not taken
any action which will or may result in the
Company, Numis, any of their respective Affiliates
or any person acting on their behalf being
in breach of the legal and/or regulatory requirements
of any territory in connection with the Placing;
11. represents and warrants that it understands
that the Placing Shares have not been and
will not be registered under the Securities
Act or under the securities laws of any state
or other jurisdiction of the United States
and may only be acquired in "offshore transactions"
as defined in and pursuant to Regulation S
or in transactions exempt from or not subject
to the registration requirements of the Securities
Act;
12. represents and warrants that its acquisition
of the Placing Shares has been or will be
made in an "offshore transaction" as defined
in and pursuant to Regulation S;
13. represents and warrants that it will not offer
or sell, directly or indirectly, any of the
Placing Shares in the United States except
in accordance with Regulation S or pursuant
to an exemption from, or in a transaction
not subject to, the registration requirements
of the Securities Act;
14. represents and warrants that, if it is a financial
intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing
Shares purchased by it in the Placing will
not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with
a view to their offer or resale to, persons
in a member state of the European Economic
Area which has implemented the Prospectus
Directive other than "qualified investors"
as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the
prior consent of Numis has been given to the
offer or resale;
15. represents and warrants that it has not offered
or sold and will not offer or sell any Placing
Shares to the public in any member state of
the European Economic Area except in circumstances
falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement
for the publication of a prospectus pursuant
to Article 3 of the Prospectus Directive;
16. represents and warrants that it has only communicated
or caused to be communicated and will only
communicate or cause to be communicated any
invitation or inducement to engage in investment
activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in
circumstances in which it is permitted to
do so pursuant to section 21 of FSMA;
17. represents and warrants that it has complied
and will comply with all applicable provisions
of FSMA with respect to anything done by it
in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
18. represents and warrants that it has complied
with its obligations in connection with money
laundering and terrorist financing under the
Criminal Justice Act 1993, the Market Abuse
Regulation, the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the
Terrorism Act 2006, the Anti-terrorism Crime
and Security Act 2001,the Money Laundering
Regulations (2007) (the "Regulations") and
the Money Laundering Sourcebook of the FCA
and, if it is 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;
19. if in the United Kingdom, represents and warrants
that it is (a) a person falling within Article
19(5) of the FPO or (b) a person falling within
Article 49(2)(a) to (d) of the FPO and undertakes
that it will acquire, hold, manage or dispose
of any Placing Shares that are allocated to
it for the purposes of its business;
20. if in the United Kingdom, represents and warrants
that it is a qualified investor as defined
in section 86(7) of FSMA, being a person falling
within Article 2.1(e)(i), (ii) or (iii) of
the Prospectus Directive;
21. represents and warrants that its participation
in the Placing would not give rise to an offer
being required to be made by it or any person
with whom it is acting in concert pursuant
to Rule 9 of the City Code on Takeovers and
Mergers;
22. undertakes that it (and any person acting
on its behalf) will pay for the Placing Shares
acquired by it in accordance with this document
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 Numis may, in
its absolute discretion, determine and it
will remain liable for any shortfall below
the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty
reserve tax (together with any interest or
penalties due pursuant to the terms set out
or referred to in this document) which may
arise upon the sale of such Placee's Placing
Shares on its behalf;
23. acknowledges that none of Numis, nor any of
its Affiliates nor any person acting on their
behalf is making any recommendations to it
or advising it regarding the suitability or
merits of any transaction it may enter into
in connection with the Placing, and acknowledges
that none of Numis, nor any of its Affiliates
nor any person acting on their behalf has
any duties or responsibilities to it for providing
advice in relation to the Placing or in respect
of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement
or for the exercise or performance of any
Numis' rights and obligations thereunder,
including any right to waive or vary any condition
or exercise any termination right contained
therein;
24. undertakes that (i) the person whom it specifies
for registration as holder of the Placing
Shares will be (a) the Placee or (b) the Placee's
nominee, as the case may be, (ii) neither
Numis nor the Company will be responsible
for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe
this requirement and (iii) the Placee and
any person acting on its behalf agrees to
acquire the Placing Shares on the basis that
the Placing Shares will be allotted to the
CREST stock account of Numis which will hold
them as settlement agent as nominee for the
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;
25. acknowledges that any agreements entered into
by it pursuant to these terms and conditions,
and any non-contractual obligations arising
out of or in connection with such agreements,
shall be governed by and construed in accordance
with the laws of England and Wales and it
submits (on behalf of itself and on behalf
of any person on whose behalf it is acting)
to the exclusive jurisdiction of the courts
of England and Wales as regards any claim,
dispute or matter arising out of any such
contract;
26. acknowledges that it irrevocably appoints
any director of Numis 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;
27. represents and warrants that it is not a resident
of any Prohibited Jurisdiction and acknowledges
that the Placing Shares have not been and
will not be registered nor will a prospectus
be cleared in respect of the Placing Shares
under the securities legislation of any Prohibited
Jurisdiction and, subject to certain exceptions,
may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly,
within any Prohibited Jurisdiction;
28. represents and warrants that any person who
confirms to Numis on behalf of a Placee an
agreement to subscribe for Placing Shares
and/or who authorises Numis to notify the
Placee's name to the Company's registrar,
has authority to do so on behalf of the Placee;
29. acknowledges that the agreement to settle
each Placee's acquisition of Placing Shares
(and/or the acquisition of a person for whom
it is contracting as agent) free of stamp
duty and stamp duty reserve tax depends on
the settlement relating only to an acquisition
by it and/or such person direct from the Company
of the Placing Shares in question. Such agreement
assumes that the Placing Shares are not being
acquired in connection with arrangements to
issue depositary receipts or to issue or transfer
the Placing Shares into a clearance service.
If there were any such arrangements, or the
settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve
tax may be payable, for which neither the
Company nor Numis will be responsible. If
this is the case, the Placee should take its
own advice and notify Numis accordingly;
30. acknowledges that the Placing Shares will
be issued and/or transferred subject to the
terms and conditions set out in this document
(including this Appendix);
31. acknowledges that when a Placee or any person
acting on behalf of the Placee is dealing
with Numis, any money held in an account with
Numis on behalf of the Placee and/or any person
acting on behalf of the Placee will not be
treated as client money within the meaning
of the relevant rules and regulations of the
FCA. 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 Numis'
money in accordance with the client money
rules and will be used by Numis in the course
of its business; and the Placee will rank
only as a general creditor of Numis;
32. acknowledges and understands that the Company,
Numis, and others will rely upon the truth
and accuracy of the foregoing representations,
warranties, agreements, undertakings and acknowledgements;
33. acknowledges that the basis of allocation
will be determined by Numis at its absolute
discretion. The right is reserved to reject
in whole or in part and/or scale back any
participation in the Placing;
34. irrevocably authorises the Company and Numis
to produce this announcement pursuant to,
in connection with, or as maybe required by
any applicable law or regulation, administrative
or legal proceeding or official inquiry with
respect to the matters set forth herein; and
35. that its commitment to subscribe for Placing
Shares on the terms set out herein will continue
notwithstanding any amendment that may in
future be made to the terms of the Placing
and that Placees will have no right to be
consulted or require that their consent be
obtained with respect to the Company's conduct
of the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Numis (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on their
behalf) and are irrevocable.
No claim shall be made against the Company, Numis, their
respective Affiliates or any other person acting on behalf of any
of such persons by a Placee to recover any damage, cost, charge or
expense which it may suffer or incur by reason of or arising from
the carrying out by it of the work to be done by it pursuant hereto
or the performance of its obligations hereunder or otherwise in
connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Numis will be
responsible and the 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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Numis in the event that any of
the Company and/or Numis has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this document may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis or any of their Affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
The rights and remedies of Numis 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 or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Numis:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUUONRNNAUURA
(END) Dow Jones Newswires
December 22, 2016 02:00 ET (07:00 GMT)
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