TIDMRED
RNS Number : 8524C
RedT Energy PLC
03 October 2018
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL
3 October 2018
redT energy plc
("redT" or the "Company")
Placing to Raise GBP5.03m
redT energy plc (AIM: RED), the energy storage solutions
company, is pleased to announce that it has raised gross proceeds
of GBP5.03 million (before expenses) from institutional investors
through a placing by VSA Capital and Investec Bank plc of
71,903,366 ordinary shares of EUR0.01 each ("Ordinary Shares") in
the capital of the Company (the "Placing Shares") at a price of 7
pence per share (the "Placing Price").
The Company intends to use the net proceeds it receives from the
Placing to progress delivery of its current pipeline and provide
the time to attract strategic partners to support and finance the
continued growth of the business.
Details of the Placing
The Placing is subject, inter alia, to admission of the Placing
Shares to trading on AIM ("Admission"), which is expected to occur
at 8.00 a.m. on 9 October 2018. Application will be made to the
London Stock Exchange for the Placing Shares to be admitted to
trading on AIM. The Placing Shares will, when issued, rank pari
passu in all respects with the Company's existing Ordinary
Shares.
Following Admission of the Placing Shares, the Company's
enlarged issued share capital will comprise 791,219,132 Ordinary
Shares. The Company has no shares in treasury. This figure of
791,219,132 Ordinary Shares should be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change of their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Scott McGregor, CEO, redT energy commented:
"The market for "infrastructure investment into renewables
combined with storage" has arrived and is growing at an increasing
rate into what is rapidly becoming a multi-billion pound
market.
In such a vast market, where energy supply and infrastructure
interact, the Company has reached a stage in its development where
it can maximise value for its shareholders and customers by
partnering with one or more strategic players. The directors
believe that the major commercial advances achieved by redT in
recent months have increased the attractiveness of the Company to
large, global participants in this market. It is redT's aim to
actively seek out one or more strategic partners with global reach
to support and fund the significant opportunities we are
successfully developing. This approach will de-risk delivery
compared to funding growth solely from existing equity
shareholders, who have been extremely supportive to date.
The fundraising announced today will give us the time to
progress delivery of our current pipeline and to pursue investment
from strategic partners to support and finance our growth
plans."
Enquiries:
redT energy plc +44 (0)20 7061 6233
Scott McGregor, Chief Executive Officer
Fraser Welham, Chief Financial Officer
Joe Worthington, Investor & Media
Relations
Investec Bank plc (Nominated Adviser
and Broker) +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Alexander
Ruffman
VSA Capital (Joint Broker)
Andrew Monk / Andrew Raca +44 (0)20 3005 5000
Celicourt Communications (Financial
PR)
Mark Antelme
Jimmy Lea
Ollie Mills +44 (0)20 7520 9266
Notes to Editors
About redT energy
redT energy plc are experts in energy storage, specialising in
the design, manufacture, installation and operation of energy
storage infrastructure which creates revenue alongside reliable,
low-cost renewable generation for businesses, industry and
electricity distribution networks. Using patented vanadium redox
flow technology to store energy in liquid, redT's own energy
storage machines can be run continually with no degradation:
charging and discharging for over 25 years, matching the lifespan
of renewable assets in on-grid, off-grid and weak-grid
settings.
redT's energy storage solutions, developed over the past 15
years, address today's changing energy market by providing a
flexible platform for time shifting surplus renewable power,
securing electricity supplies and earning revenue through grid
services. The company has customers in the UK, Europe, sub-Saharan
Africa, Australia and Asia Pacific. redT energy plc is listed on
the London Stock Exchange (AIM:RED) and has experts located in the
UK, Europe, Australia, Africa, Asia and the USA. For more
information, visit www.redTenergy.com
For sales, press or investor enquiries, please contact the redT
team on +44 (0)207 061 6233.
Important information
Investec is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority and is acting
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to herein.
VSA Capital is authorised and regulated in the United Kingdom by
the Financial Conduct Authority and is acting exclusively for the
Company and no one else in connection with the Placing and will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to herein.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended by, a person authorised under
FSMA. This Announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Directive) to be published. Persons needing advice
should consult an independent financial adviser.
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 by Investec or VSA Capital,
or by any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by Investec or VSA Capital any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates. Save for any responsibilities
or liabilities, if any, imposed on Investec or VSA Capital by FSMA
or by the regulator regime established under it, no responsibility
or liability is accepted by either Investec or VSA Capital or any
of their respective partners, directors, officers, employees,
advisers, consultants or affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost
or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement or its contents or
otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing.
Cautionary note regarding forward-looking statements
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth,
strategies and the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
Announcement are based on certain factors and assumptions,
including the Directors' current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, the Company undertakes
no obligation to publicly release the results of any revisions to
any forward-looking statements in this Announcement that may occur
due to any change in the Directors' expectations or to reflect
events or circumstances after the date of this Announcement.
Notice to overseas persons
The Placing Shares have not been, nor will they be, registered
under the United States Securities Act of 1933, as amended, (the
"US Securities Act") and may not be offered, sold or delivered in,
into or from the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act. There will be no public
offer in the United States. Outside of the United States, the
Placing Shares are being offered in reliance on Regulation S under
the US Securities Act. The Placing Shares will not qualify for
distribution under the relevant securities laws of Australia,
Canada, the Republic of South Africa or Japan, nor has any
prospectus in relation to the Placing Shares been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance. Accordingly, subject to
certain exemptions, the Placing Shares may not be offered, sold,
taken up, delivered or transferred in, into or from the United
States, Australia, Canada, the Republic of South Africa, Japan or
any other jurisdiction where to do so would constitute a breach of
local securities laws or regulations (each a "Restricted
Jurisdiction") or to or for the account or benefit of any national,
resident or citizen of a Restricted Jurisdiction. This Announcement
does not constitute an offer to issue or sell, or the solicitation
of an offer to subscribe for or purchase, any Ordinary Shares to
any person in a Restricted Jurisdiction and is not for distribution
in, into or from a Restricted Jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, or any other securities
commission or regulatory authority of the United States, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares nor have they approved this
Announcement or confirmed the accuracy or adequacy of the
information contained in this Announcement. Any representation to
the contrary is a criminal offence in the US.
Information to Distributors
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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) 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 Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Investec and
VSA Capital 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.
Presentation of financial information
Certain data in this Announcement, including financial,
statistical and operational information has been rounded. As a
result of the rounding, the totals of data presented in this
Announcement may vary slightly from the actual arithmetical totals
of such data. Percentages in tables have been rounded and,
accordingly, may not add up to 100 per cent. In this Announcement,
references to "pounds sterling", "GBP", "pence" and "p" are to the
lawful currency of the United Kingdom, references to "US dollar",
"dollar", "US$" or "$" are to the lawful currency of the United
States and references to "Euros" and "EUR" are to a lawful currency
of the European Union.
The Company presents its consolidated financial statements in
Euros. However, Shareholders should be aware that the currency of
the Fundraising is in pounds sterling, although references to the
Company's share capital (save where otherwise stated) are in
Euros).
Presentation of market, economic and industry data
Where information contained in this Announcement originates from
a third party source, it is identified where it appears in this
Announcement together with the name of its source. Such third party
information has been accurately reproduced and, so far as the
Company is aware and is able to ascertain from information
published by the relevant third party, no facts have been omitted
which would render the reproduced information inaccurate or
misleading.
No incorporation of website information
The contents of the Company's website or any hyperlinks
accessible from the Company's website do not form part of this
Announcement and Shareholders should not rely on them.
Defined terms and references
Certain terms used in this Announcement are defined and certain
technical and other terms used in this Announcement are explained
at the section of this Announcement under the heading
"Definitions".
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
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
INVESTEC BANK PLC ("INVESTEC") AND VSA CAPITAL LIMITED ("VSA
CAPITAL") (INVESTEC, TOGETHER WITH VSA CAPITAL, THE "BOOKRUNNERS"
AND EACH A "BOOKRUNNER") 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
"PROSPECTIVE 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. BY ACCEPTING THE TERMS OF THIS DOCUMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS DOCUMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (A
"PROHIBITED JURISDICTION").
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 71,903,366 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 UNITED STATES SECURITIES
ACT OF 1933, AS AMED (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. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES.
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, 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 redT Energy plc (the
"Company"), the Bookrunners 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.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this Document.
Any representation to the contrary is a criminal offence in the
United States. The relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, 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 outside the United Kingdom.
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.
All offers of the Placing Shares in the EEA will be made
pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus. In the United Kingdom, this
Document is being directed solely at persons in circumstances in
which section 21(1) of the FSMA does not apply.
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.
Investec is authorised by the Prudential Regulatory Authority
and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority ("FCA") and is acting
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to herein.
VSA Capital is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA") and is acting exclusively
for the Company and no one else in connection with the Placing and
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice 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 by making or
accepting an oral offer to take up Placing Shares (a "Placee") 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, FINANCIAL 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 the Bookrunners. Pursuant to the Placing
Agreement, the Bookrunners have, subject to the terms set out
therein, agreed severally as agents of the Company to use
reasonable endeavours to procure Placees for the Placing Shares
(the "Placing").
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 admission to trading
Application will be made to the FCA for admission of the Placing
Shares to AIM, the market operated by London Stock Exchange plc
("AIM") ("Admission"). It is expected that Admission will become
effective on or around 8.00 a.m. on 9 October 2018 and that
dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
The Bookrunners are arranging the Placing as bookrunners and
agents of the Company. Each of the Bookrunners and their respective
Affiliates (as defined below) is entitled to participate as a
Placee.
The placing price will be a single price of 7 pence per new
Placing Share ("Placing Price") and will be payable by all
Placees.
Participation in the Placing is only available to persons who
are invited to participate by the Bookrunners. This appendix and
the terms and conditions set out herein apply to persons making an
offer to subscribe for Placing Shares under the Placing. The
Bookrunners may choose to accept offers for Placing Shares, either
in whole or in part, on the basis of allocations determined at
their discretion (in agreement with the Company) and may scale down
any offers for this purpose on such basis as they may determine.
Each of the Placees agrees with each of the Bookrunners and the
Company to be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be sold under
the Placing. A Placee shall, without limitation, become so bound if
either of the Bookrunners confirm its allocation of Placing Shares
to such Placee at the Placing Price (whether orally or in writing,
which includes e-mail).
Upon being notified of its allocation of Placing Shares (whether
orally or in writing, which includes e-mail) by a Bookrunner, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to them at the Placing Price and to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment (the "Placing Commitment"). The
Bookrunners may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as they may, in their absolute discretion, see fit
and/or may require such Placee to execute a separate placing
letter. Dealing may not begin before any notification is made.
To the fullest extent permissible by law, none of the Company,
the Bookrunners, nor 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). In particular, none of the
Company, the Bookrunners, any of their respective Affiliates nor
any person acting on their behalf shall have any responsibility or
liability (including, to the extent legally permissible, any
fiduciary duties), in respect of the Bookrunners' conduct of the
Placing as the Bookrunners and the Company may determine. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is 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".
All obligations of the Bookrunners 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 each of the Bookrunners 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 and not misleading as of
the date of the Placing Agreement, the date of publication of the
Circular and immediately prior to Admission by reference to the
facts and circumstances then subsisting;
2. the compliance by the Company with its obligations under the
Placing Agreement and the terms of the Placing to the extent that
they fall to be performed or satisfied prior to Admission;
3. in the opinion of the Bookrunners (acting in good faith),
there shall have been no Material Adverse Change (as such term is
defined in the Placing Agreement) in, inter alia, the business or
prospects of the Company or its subsidiary undertakings (the
"Group") since the date of the Placing Agreement (whether or not
foreseeable at the date of the Placing Agreement) before Admission;
and
4. Admission occurring not later than 8.00 a.m. on 9 October
2018 or such later time as the Bookrunners may agree in writing
with the Company (but in any event not later than 8.00 a.m. on 23
October 2018).
If (a) the conditions are not fulfilled (or, to the extent
permitted under the Placing Agreement, waived by the Bookrunners),
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 terminate at such time
and no claim may be made by a Placee in respect thereof. Neither
the Bookrunners 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 and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Bookrunners.
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
Either of the Bookrunners may, at any time before Admission,
terminate the Placing Agreement in accordance with its terms by
giving notice to the Company and the other Bookrunner and after
such consultation with the Company as shall be practicable in the
circumstances, if, in the opinion of either of the Bookrunners
(acting in good faith), inter alia:
1. the Company is in breach of any warranty in the Placing
Agreement, and where a materiality threshold is not specified in
such Warranty such breach is material;
2. any warranty in the Placing Agreement would be untrue,
inaccurate (in each case where a materiality threshold is not
specified in such Warranty, in any material respect) or misleading
if it were to be repeated at any time prior to Admission;
3. any statement in the Placing Documents (as such term is
defined in the Placing Agreement) has become, or an omission in the
Placing Documents results in them being, untrue, inaccurate in any
material respect or misleading; or
4. there has occurred a Material Adverse Change in, inter alia,
the business or prospects of the Group which is material in the
context of the Group as a whole, which in each case in the opinion
of either of the Bookrunners (acting in good faith) is likely to
materially prejudice the success of the Placing or make it
impractical or inadvisable to proceed with the Placing and occurs
after the entry into the Placing Agreement.
By participating in the Placing, each Placee agrees with the
Bookrunners that the exercise by either of the Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the
Bookrunners and that neither of the Bookrunners need make any
reference to the Placees in this regard and that, to the fullest
extent permitted by law, neither of the Bookrunners shall 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 Exchange Information
(as defined below) publicly announced to a Regulatory Information
Service by or on behalf of the Company on or prior to the date of
this document. Each Placee agrees that the content of this document
is exclusively the responsibility of the Company and confirms to
the Bookrunners and the Company that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of the Company, the Bookrunners (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 or any persons acting
on its behalf and none of the Company, the Bookrunners, any of
their respective Affiliates nor any persons acting on their behalf
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
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. 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
GB00B11FB960) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, if, in their opinion, 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 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 the relevant Bookrunner and
settlement instructions. Placees should settle against CREST ID:
331 NEWISSUE. It is expected that such trade confirmation will be
despatched on 3 October 2018 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 the relevant Bookrunner.
It is expected that settlement will be on 9 October 2018 on a
DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Bookrunners.
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, the Bookrunners may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the relevant Bookrunner's 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) or other
similar taxes imposed in any jurisdiction 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 stamp
duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither the Bookrunners 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):
5. 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);
6. 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;
7. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Bookrunners, 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;
8. acknowledges that the Placing Shares of the Company will be
admitted to AIM 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 or the Financial
Conduct Authority (collectively, the "Exchange Information") and
that the Placee is able to obtain or access the Exchange
Information without undue difficulty;
9. acknowledges that none of the Company, the Bookrunners, nor
any of their 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 the Company, the Bookrunners, nor any of their
respective Affiliates nor any person acting on their behalf to
provide it with any such material or information;
10. acknowledges that the content of this document is
exclusively the responsibility of the Company and that neither of
the Bookrunners, nor any of their 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
neither of the Bookrunners, nor any of their 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 either of the Bookrunners, any of
their respective Affiliates or any person acting on their behalf
may have conducted and none of such persons has made any
representations to it, express or implied, with respect
thereto;
11. 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;
12. if it is a pension fund or investment company, represents
and warrants that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
13. represents and warrants that if it has received any inside
information (for the purposes of the EU Market Abuse Regulation
("MAR") and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the announcement of
the Placing, it has not (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed such information to any person, prior to the
information being made publicly available;
14. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by either of the Bookrunners, their respective Affiliates or any
person acting on their or any of their respective Affiliates'
behalf and understands that (i) neither of the Bookrunners, nor any
of their respective Affiliates nor any person acting on their
behalf has or shall have any liability for public information or
any representation; (ii) neither of the Bookrunners, nor any of
their respective Affiliates, nor any person acting on their behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this document or otherwise; and
that (iii) neither of the Company, the Bookrunners, nor any of
their respective Affiliates, nor any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy, adequacy or completeness of such information,
whether at the date of publication, the date of this document or
otherwise;
15. represents and warrants that (i) it (and any person acting
on its behalf) 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
(including, without limitation, in the case of any person on whose
behalf it is acting, all guarantees, consents and authorities to
agree to the terms set out or referred to in this document) and
complied with all necessary formalities to enable it to enter into
the transactions contemplated hereby and to perform its obligations
in relation thereto; (iii) it has all necessary capacity and
authority 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, either of the Bookrunners, 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;
16. 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
under the Securities Act;
17. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except pursuant to an exemption from registration under the
Securities Act;
18. represents and warrants that it will not distribute,
forward, transfer or otherwise transmit this Document or any part
of it, or any other presentational or other materials concerning
the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
19. represents and warrants 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 the
acknowledgments, representations and agreements herein on behalf of
each such person and (ii) it is and will remain liable to the
Company and/or the Bookrunners 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). Each Placee agrees
that the provisions of this paragraph 15 shall survive the resale
of the Placing Shares by or on behalf of any person for whom it is
acting;
20. 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 the
Bookrunners has been given to the offer or resale;
21. 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;
22. 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 and it acknowledges and agrees that
this document has not been approved by either of the Bookrunners in
its 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;
23. represents and warrants that it is aware of and 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;
24. represents and warrants that:
(a) it has complied with its obligations under MAR and, in
connection with money laundering and terrorist financing, under the
Criminal Justice Act 1993, section 118 of FSMA, 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, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations (2017) and the Money Laundering
Sourcebook of the FCA; and
(b) it is not a person: (i) with whom transactions are
prohibited under the US Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (ii) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (iii) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by
the United Nations or other applicable law,
(together the "Regulations") 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 and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunners such evidence, if any, as to
the identity or location or legal status of any person which they
may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality
of any person or the jurisdiction(s) to which any person is subject
or otherwise) in the form and manner requested by the Bookrunners
on the basis that any failure by it to do so may result in the
number of Placing Shares that are to be acquired by it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as the Bookrunners may decide at their sole discretion;
25. 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 only;
26. 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;
27. represents and warrants that it has not been engaged to
subscribe for the Placing Shares on behalf of any other person who
is not a Qualified Investor unless the terms on which it is engaged
enable it to make decisions concerning the acceptance of offers of
transferable securities on the client's behalf without reference to
the client, as described in section 86(2) of FSMA;
28. 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;
29. represents and warrants that it has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges, agrees and 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 either Bookrunner 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;
30. acknowledges that neither of the Bookrunners, nor any of
their 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 that its participation in the Placing is on the
basis that it is not and will not be a client of either of the
Bookrunners, and acknowledges that neither of the Bookrunners, nor
any of their 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 of the
Bookrunners' rights and obligations thereunder, including any right
to waive or vary any condition or exercise any termination right
contained therein;
31. 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 of
the Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
taxes 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 and it agrees to indemnify on an
after-tax basis and hold harmless the Company, each of the
Bookrunners and their respective Affiliates in respect of the same
on the basis that the Placing Shares will be allotted to the CREST
stock account of the relevant Bookrunner which will hold them as
settlement agent as nominee on behalf of 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;
32. the sale, allocation, allotment, issue and delivery to it,
or to the person specified by it for registration as holder, of
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares
would give rise to such a liability;
33. 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, 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 Company or the Bookrunners 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;
34. acknowledges that it irrevocably appoints any director of
the relevant Bookrunner 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. represents and warrants that it is not, and any person who
it is acting on behalf of is not, and at the time the Placing
Shares are subscribed will not be a resident of, or with an address
in, or subject to the laws of, 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;
36. acknowledges that, in connection with the Placing, a
Bookrunner and any of its affiliates acting as an investor for its
own account may take up Placing Shares in the Company and in that
capacity may take up, retain, purchase or sell for its own account
such Ordinary Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Neither the Company nor the Bookrunners intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
37. represents and warrants that any person who confirms to
either Bookrunner on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises either Bookrunner to
notify the Placee's name to the Company's registrar, has authority
to do so on behalf of the Placee;
38. 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 and neither of the
Bookrunners will be responsible. If this is the case, the Placee
should take its own advice and notify the Bookrunners
accordingly;
39. acknowledges that the Placing Shares will be issued and/or
transferred subject to, amongst other things, the terms and
conditions set out in this document (including this Appendix);
40. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the relevant Bookrunner, any
money held in an account with the relevant Bookrunner 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 the relevant Bookrunner's money in accordance with
the client money rules and will be used by the relevant Bookrunner
in the course of its business; and the Placee will rank only as a
general creditor of the relevant Bookrunner (as the case may
be);
41. acknowledges and understands that the Company, the
Bookrunners, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings
and acknowledgements, and it agrees that if any of the
representations, warranties, agreements, undertakings and
acknowledgements made is no longer accurate, it shall promptly
notify the Company and the Bookrunners;
42. acknowledges that the basis of allocation will be determined
by the Bookrunners at their absolute discretion. The right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
43. irrevocably authorises the Company and the Bookrunners to
produce this document 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;
44. acknowledges that each Bookrunner and its Affiliates, acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Document to
the Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Bookrunners and/or any
of their respective Affiliates acting as an investor for its or
their own account(s). Neither the Bookrunners nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
45. 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; and
46. time is of the essence as regards its obligations under this Appendix.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Bookrunners (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable.
No claim shall be made against the Company, the Bookrunners,
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 the Bookrunners 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 the Bookrunners in the event
that any of the Company and/or either of the Bookrunners 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. The Bookrunners 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 neither the Company and neither of the
Bookrunners owes 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 the Bookrunners 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 the Bookrunners and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
either of the Bookrunners:
(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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this document.
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.
END
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(END) Dow Jones Newswires
October 03, 2018 06:15 ET (10:15 GMT)
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