TIDMINLZ TIDMINL
RNS Number : 2780E
Inland ZDP PLC
03 July 2019
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY TRANSFERABLE SECURITIES NOR
SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY
INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT,
ADVICE OR RECOMMATION TO EFFECT ANY TRANSACTION OF ANY KIND
WHATSOEVER. IT IS NOT AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT 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 THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
Press release
Inland ZDP PLC
Issue of 497,790 new ZDP Shares
For release on 3 July 2019
Issue of ZDP Shares and use of proceeds
The Board of Inland ZDP PLC ("ZDPCo" or the "Company") is
pleased to announce the issue of 497,790 new zero dividend
preference shares of 10 pence each ("ZDP Shares") at a price of
159.00 pence each ("Placing Price"), subject to the admission of
the ZDP Shares to listing on the Official List (by way of a
standard listing under the Listing Rules) and to trading on London
Stock Exchange plc's main market, for which applications have been
made (the "Placing"). Dealings in the ZDP Shares are expected to
commence at 8.00 am on 5 July 2019 ("Admission").
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
The gross proceeds of the Placing are up to GBP791,486 which
ZDPCo will lend to its ultimate holding company, Inland Homes PLC
("Inland Homes"), pursuant to an interest-free secured loan note to
be entered into between ZDPCo and Inland Homes on or shortly after
Admission ("New Loan Note"). The New Loan Note will be on the same
terms as the loan note entered into between ZDPCo and Inland Homes
on 20 December 2012 as amended on 13 August 2018. Inland Homes will
pay the costs of the Placing (estimated to be approximately
GBP33,830) out of its own resources and will apply the proceeds of
the Placing to invest in inventories, property development joint
ventures or settle liabilities to vendors of development sites.
Rights of ZDP Shares
A ZDP Share is not an equity share and does not entitle the
holder to any dividends, but it offers the holder a capital payment
on a fixed date at a higher price than the initial subscription
price, giving the holder a fixed return. The amount due to holders
of ZDP Shares ("ZDP Shareholders"), which accrues over time, is
accounted for as a liability rather than as share capital. ZDP
Shareholders will receive no dividends, but are entitled to receive
201.4 pence per ZDP Share on 10 April 2024, when ZDPCo will be
wound up in accordance with the terms of the ZDP Shares and the
articles of association of the Company. This equates to a gross
redemption yield on the 159.00p Placing Price of 5.08 per cent. per
annum.
The new ZDP Shares will be identical in all respects to the zero
dividend preference shares of 10 pence each of ZDPCo in issue at
the date of this announcement ("Existing ZDP Shares") and,
therefore, will benefit from the same security arrangements as
described in the prospectus published by ZDPCo on 14 December 2012
(the "Prospectus") which were amended as described in the circular
published by the Company on 19 July 2018, which are both available
for download at http://www.inlandhomes.co.uk/inland-zdp-plc. In
summary, these security arrangements require that Inland Homes
places the gross proceeds of the Placing in the Secured Account as
Pledged Cash with first priority security over that account granted
to ZDPCo. Amounts may be withdrawn by Inland Homes from the Secured
Account to fund the business, and reduce the debt, of the Inland
Group subject to first ranking security over Pledged Assets being
granted in favour of ZDPCo with sufficient value to satisfy 120 per
cent. of the accrued capital entitlement of the ZDP Shares then in
issue net of Pledged Cash.
Key information about the new ZDP Shares:
Expected admission date 8.00 am on 5 July
(the "Settlement
Date")
ZDP Final Payment Date 10 April 2024
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price per ZDP Share 159.00 pence
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Final Capital 201.4 pence
Entitlement per ZDP
Share
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Redemption Yield at the 5.09 per cent. per
Placing Price annum
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Key information about the total ZDP shares following the Placing:
Total number of ZDP 15,430,790
Shares in issue
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Initial Cover (IFRS 2.1 times
book values)
----------------------------------------------------------------------------------
Initial Cover (with 2.7 times
EPRA revaluation
adjustments)
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Hurdle rate to receive
the Final Capital * 14.3 per cent.
Entitlement (IFRS) per annum
----------------------------------------------------------------------------------
Hurdle rate to receive
the Placing * 15.5 per cent.
Price (IFRS) per annum
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ISIN GB00B99R1Q79
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SEDOL Code B99R1Q7
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Ticker INLZ
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The above Cover Ratio and Hurdle rates have been derived from
the interim accounts of Inland Homes PLC as at 31 December 2018,
calculated on the basis set out in the Prospectus, but adjusted
further to reflect the increased number of ZDP Shares in issue
following the Placing and the investment of the proceeds of the
Placing in the Inland Group's business.
Capitalised words in this announcement and which are not
otherwise defined in this announcement have the same meanings as in
the Prospectus unless the context otherwise requires.
Stephen Wicks, Chairman of ZDPCo, said "The Inland group is
continuously expanding its activities and this tap issue will
provide a useful addition to the medium term capital available via
the ZDP Shares".
Further information:
For further information please
contact:
Inland Homes EGR Broking Panmure FTI
PLC Ltd Gordon Consulting
Stephen Adviser/Joint (UK) Ltd IR & media
Wicks, Broker to Nomad & relations
Chief ZDPCo Broker consultants
Executive David Floyd to INLAND Dido
Nishith Jonathan Hall Corporate Laurimore
Malde, Finance: Claire
Finance Tel +44 Dominic Turvey
Director (0)203 Morley Richard
Gary 697 9496 Robert Gotla
Skinner, Naylor Tel: +44
Managing (0)20
Director Sales: 3727 1000
Michael
Tel: +44 (0) Bateman
1494 762450 Tel:+44
(0)
www.inlandho 20 7886
mes.co.uk 2719
Inland ZDP
Ticker:
INLZ
Inland:
Ticker:
LSE: AIM:
INL
Editor's Note:
INLAND identifies land in the South of England where it
considers it to hold excellent potential for residential and mixed
use development including commercial space. It then seeks to
enhance its land value by obtaining planning permission before
selling consented land onto housebuilders or building completed
homes.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE
MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY
IS OR WILL BE ACCEPTED BY INLAND HOMES OR ZDPCO OR BY ANY OF THEIR
RESPECTIVE AFFILIATES OR AGENTS AS TO, OR IN RELATION TO, THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS
EXPRESSLY DISCLAIMED.
ALL INVESTMENTS ARE SUBJECT TO RISK. PAST PERFORMANCE IS NO
GUARANTEE OF FUTURE RETURNS. THE VALUE OF INVESTMENTS MAY
FLUCTUATE. RESULTS ACHIEVED IN THE PAST ARE NO GUARANTEE OF FUTURE
RESULTS. THIS DOCUMENT IS NOT INTED TO CONSTITUTE LEGAL, TAX OR
ACCOUNTING ADVICE OR INVESTMENT RECOMMATIONS. PROSPECTIVE INVESTORS
ARE ADVISED TO SEEK EXPERT LEGAL, FINANCIAL, TAX AND OTHER
PROFESSIONAL ADVICE BEFORE MAKING ANY INVESTMENT DECISION.
APPIX
TERMS AND CONDITIONS OF THE PLACING
A placee ("Placee") agrees to subscribe for those ZDP Shares
allocated to it by Panmure Gordon (UK) Limited ("Panmure Gordon")
and EGR Broking Limited ("EGR") (together the "Joint Brokers") at
the Placing Price, subject to and conditional on, amongst other
things the terms and conditions set out below, in the placing
letter ("Placing Letter") and the form of confirmation accompanying
the Placing Letter ("Placing Confirmation").
1. PAYMENT FOR ZDP SHARES
1.1 Each Placee must pay the Placing Price for the ZDP Shares
issued to the Placee in the manner and by the time directed by
Panmure Gordon. If any Placee fails to pay the Placing Price as so
directed and/or by the time required, the relevant Placee's
application for ZDP Shares may, at the discretion of the Joint
Brokers, either be rejected or accepted and, in the latter case,
paragraph 1.2 of these terms and conditions shall apply.
1.2 Each Placee is deemed to agree that if it does not comply
with its obligation to pay the Placing Price for the ZDP Shares
allocated to it in accordance with paragraph 1.1 of these terms and
conditions and Panmure Gordon elects to accept that Placee's
application, the relevant Placee shall be deemed hereby to have
appointed Panmure Gordon or any nominee of Panmure Gordon as its
agent to use its reasonable endeavours to sell (in one or more
transactions) any or all of the ZDP Shares allocated to the Placee
in respect of which payment shall not have been made as directed,
and to indemnify Panmure Gordon and its affiliates on demand in
respect of any liability for any costs or stamp duty reserve tax or
any other liability whatsoever arising in respect of any such sale
or sales. A sale of all or any of such ZDP Shares shall not release
the relevant Placee from the obligation to make such payment for
relevant ZDP Shares to the extent that Panmure Gordon or its
nominee has failed to sell such ZDP Shares at a consideration
which, after deduction of the expenses of such sale and payment of
stamp duty and/or stamp duty reserve tax as aforementioned, exceeds
the Placing Price.
2 REPRESENTATIONS AND WARRANTIES
2.1 By agreeing to subscribe for ZDP Shares under the Placing,
each Placee which enters into a Placing Commitment to subscribe for
ZDP Shares will (for itself and any person(s) procured by it to
subscribe for ZDP Shares and any nominee(s) for any such person(s))
be deemed to represent, warrant and acknowledge to each of the
Company, Inland Homes, Link Asset Services (the "Registrars") and
the Joint Brokers that:
2.1.1 in agreeing to subscribe for ZDP Shares under the Placing,
it is relying solely on this announcement and the Placing Letter
and not on any other information given, or representation or
statement made at any time, by any person concerning the Company,
Inland Homes or the Placing. It agrees that none of the Company,
Inland Homes, the Joint Brokers or the Registrars, nor any of their
respective officers, agents, or employees, will have any liability
for any other information or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information or representation;
2.1.2 if the laws of any territory or jurisdiction outside
England and Wales are applicable to its agreement to subscribe for
ZDP Shares under the Placing, it warrants that it has complied with
all such laws, obtained all governmental and other consents which
may be required, complied with all requisite formalities and paid
any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company,
Inland Homes, the Joint Brokers or the Registrars or any of their
respective officers, agents or employees acting in breach of the
regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside the United Kingdom in connection
with the Placing;
2.1.3 it has carefully read and understands this announcement in
its entirety and acknowledges that it is acquiring ZDP Shares on
the terms and subject to the conditions set out herein and the
articles of association of the Company (the "Articles") and agrees
that in accepting a participation in the Placing it has had access
to all information it believes necessary or appropriate in
connection with its decision to subscribe for the ZDP Shares;
2.1.4 it has not relied and will not rely on the Joint Brokers
or any person affiliated with the Joint Brokers in connection with
any investigation of the accuracy of any information contained in
this announcement (or any other document/announcement) issued by
the Company (or Inland Homes) prior to the Settlement Date;
2.1.5 the content of this announcement and any other
document/announcement published by the Company (or Inland Homes)
prior to the Settlement Date is exclusively the responsibility of
the Company (or where applicable, Inland Homes) and its or their
respective directors, and neither the Joint Brokers nor any person
acting on its behalf nor any of its affiliates are responsible for
or shall have any liability for any information, representation or
statement contained herein or elsewhere issued or published by the
Company (or Inland Homes) prior to the Settlement Date or any
information published or issued by or on behalf of the Company or
Inland Homes, and will not be liable for any decision by a Placee
to participate in the Placing based on any information,
representation or statement contained herein or in any other
document/announcement;
2.1.6 it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained herein prior to the Settlement Date and, if
given or made, any information or representation must not be relied
upon as having been authorised by the Company, Inland Homes, the
Joint Brokers or the Registrars;
2.1.7 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services);
2.1.8 if it is within the United Kingdom, it is a person who
falls within Articles 19(5) or 49(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
it is a person to whom the ZDP Shares may lawfully be offered and
is a person who is a professional client or an eligible
counterparty within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook or, if it is receiving the offer in
circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, it is a person to whom
the ZDP Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
2.1.9 if it is a resident in the European Economic Area ("EEA")
(other than the United Kingdom): (a) it is a "qualified investor"
within the meaning of the law in the relevant Member State
implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus
Directive 2003/71/EC (as amended by the updated Prospectus
Directive 2010/73/EU) (the "Prospectus Directive"); and (b) if that
relevant Member State has implemented the Prospectus Directive,
that it is a person to whom the ZDP Shares may lawfully be marketed
under the Prospectus Directive or under the applicable implementing
legislation (if any) of that relevant Member State;
2.1.10 in the case of any ZDP Shares acquired by a Placee as a
financial intermediary within the EEA (other than the United
Kingdom) as that term is used in Article 3(2) of the Prospectus
Directive:
(a) the ZDP Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any relevant Member State
other than qualified investors, as that term is defined in the
Prospectus Directive, or in circumstances in which the prior
consent of the Joint Brokers has been given to the offer or resale;
or
(b) where ZDP Shares have been acquired by it on behalf of
persons in any relevant Member State (other than the United
Kingdom) other than qualified investors, the offer of those ZDP
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
2.1.11 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the ZDP Shares and it is not
acting on a non-discretionary basis for any such person;
2.1.12 if it is outside the United Kingdom, neither this
announcement nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for ZDP Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and
such documents or material could lawfully be provided to it or such
person and ZDP Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
2.1.13 if the Placee is a natural person, such Placee is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such Placee's agreement subscribe for ZDP Shares
under the Placing and will not be any such person on the date any
such agreement to subscribe under the Placing is accepted;
2.1.14 it has complied and will comply with all applicable
provisions of the Criminal Justice Act 1993 and the regulation (EU)
No. 596/2016 of the European Parliament and of the Council of 16
April 2014 on market abuse with respect to anything done by it in
relation to the Placing and/or the ZDP Shares;
2.1.15 it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted any presentation or
offering materials concerning the Placing or the ZDP Shares to any
persons within the United States or to any US Persons, nor will it
do any of the foregoing ("US Person" as defined in Regulation S
under the United States Securities Act of 1933 (as amended) (the
"US Securities Act"); and "United States" or "US" means the United
States of America, its territories and possessions, any state of
the United States of America and the District of Columbia);
2.1.16 it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the
heading "United States Purchase and Transfer Restrictions" in
paragraph 5 below;
2.1.17 it acknowledges that neither the Joint Brokers nor any of
their affiliates, nor any person acting on its or their behalf is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing or providing any advice in relation to the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of either of the Joint Brokers and that the
Joint Brokers do not have any duties or responsibilities to it for
providing the protections afforded to their clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities otherwise
required to be given by it in connection with its application under
the Placing;
2.1.18 it acknowledges that where it is subscribing for ZDP
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account:
(a) to subscribe for the ZDP Shares for each such account;
(b) to make on each such account's behalf the representations,
warranties and agreements set out in this announcement; and
(c) to receive on behalf of each such account any documentation
relating to the Placing in the form provided by the Company and the
Joint Brokers or any of them;
and it agrees that the provisions of this paragraph shall
survive any resale of the ZDP Shares by or on behalf of any such
account;
2.1.19 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the target market assessment undertaken
by the Joint Brokers does not constitute: (i) an assessment of
suitability or appropriateness for the purposes of MiFID II; or
(ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the ZDP Shares and each distributor is responsible for
undertaking its own target market assessment in respect of the ZDP
Shares and determining appropriate distribution channels;
(b) notwithstanding any target market assessment undertaken by
the Joint Brokers, it confirms that it has satisfied itself as to
the appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the ZDP Shares and that it has considered the
compatibility of the risk/reward profile of such ZDP Shares with
the end target market; and
(c) it acknowledges that the price of the ZDP Shares may decline
and investors could lose all or part of their investment; capital
protection cannot be guaranteed on the ZDP Shares; and an
investment in the ZDP Shares is compatible only with investors who
do not need a guaranteed 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,
and for the purposes of this paragraph, "MiFID II Product
Governance Requirements" means the product governance requirements
contained within: (i) the Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (ii)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; and (iii) local implementing
measures; and "MiFID II" means the Directive 2014/65/EU and
amending Directive 2002/92/EC and Directive 2011/61/EU, together
with Regulation (EU) No 600/2014 of the European Parliament and the
Council of 15 May 2014 on markets in financial instruments and
amending Regulation (EU) No 648/2012;
2.1.20 it irrevocably appoints any director of the Company and
any director and/or authorised signatory of either of the Joint
Brokers to be its agent and on its behalf (without any obligation
or duty to do so), to sign, execute and deliver any documents and
do all acts, matters and things as may be necessary for, or
incidental to, its subscription for all or any of the ZDP Shares
for which it has given a commitment under the Placing, in the event
of its own failure to do so;
2.1.21 it accepts that if the Placing does not proceed or the
new ZDP Shares for which valid applications are received and
accepted are not admitted to the Official List of the UK Listing
Authority and to trading on the London Stock Exchange plc's main
market for listed securities for any reason whatsoever then none of
the Joint Brokers nor the Company, nor Inland Homes, nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
2.1.22 in connection with its participation in the Placing it
has observed all relevant legislation and regulations;
2.1.23 it acknowledges that the Joint Brokers, Inland Homes and
the Company are entitled to exercise any of their rights in their
absolute discretion without any liability whatsoever to it;
2.1.24 the representations, undertakings and warranties
contained herein given by it are irrevocable. It acknowledges that
the Joint Brokers, Inland Homes and the Company and their
respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any
of the representations or warranties made or deemed to have been
made by its subscription of the ZDP Shares are no longer accurate,
it shall promptly notify the Joint Brokers, Inland Homes and the
Company;
2.1.25 where it or any person acting on behalf of it is dealing
with the Joint Brokers, any money held in an account with either of
the Joint Brokers on behalf of it and/or any person acting on
behalf of it will not be treated as client money within the meaning
of the relevant rules and regulations of the FCA which therefore
will not require the Joint Brokers to segregate such money, as that
money will be held by the Joint Brokers under a banking
relationship and not as trustee;
2.1.26 any of its clients, whether or not identified to the Joint Brokers, will remain its sole responsibility and will not become clients of either of the Joint Brokers for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
2.1.27 it accepts that the allocation of ZDP Shares shall be
determined by the Joint Brokers at their discretion having
consulted with the Company and its advisers, and that the Joint
Brokers may scale down any commitments for this purpose on such
basis as it may determine;
2.1.28 time shall be of the essence as regards its obligations
to settle payment for the ZDP Shares and to comply with its other
obligations under the Placing;
2.1.29 its commitment to acquire ZDP Shares will be agreed
orally with either of the Joint Brokers (as agent for the Company)
and that a contract note or Placing Confirmation will be issued by
Panmure Gordon as soon as possible thereafter. That oral
confirmation will constitute an irrevocable, legally binding
Placing Commitment upon that person (who at that point will become
a Placee) in favour of the Company and Panmure Gordon to subscribe
for the number of ZDP Shares allocated to it at the Placing Price
on the terms and conditions set out in herein and, as applicable,
in the contract note or Placing Confirmation. Except with the
consent of Panmure Gordon, such oral Placing Commitment will not be
capable of variation or revocation after the time at which it is
made; and
2.1.30 its allocation of ZDP Shares under the Placing will be
evidenced by the contract note or Placing Confirmation, as
applicable, confirming:
(a) the number of ZDP Shares that such Placee has agreed to subscribe for;
(b) the aggregate amount that such Placee will be required to pay for such ZDP Shares; and
(c) settlement instructions to pay Panmure Gordon as agents for the Company.
2.1.31 The terms herein will be deemed to be incorporated into
that contract note or Placing Confirmation.
2.2 The Company reserves the right to issue fewer than all of
the ZDP Shares offered herein or to issue to any subscriber fewer
than all of the ZDP Shares a subscriber has offered to
subscribe.
3 MONEY LAUNDERING
3.1 Each Placee acknowledges and agrees that:
3.1.1 its application is only made on the basis that it accepts
full responsibility for any requirement to verify the identity of
its clients and other persons in respect of whom it has applied. In
addition, it represents and warrants that it is a person:
(a) subject to the Money Laundering Regulations 2017 in force in the United Kingdom; or
(b) subject to the Money Laundering Directive (2005/60/EC of the
European Parliament and of the EC Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing) (the "Money Laundering
Directive"); or
(c) acting in the course of a business in relation to which an
overseas regulatory authority exercises regulatory functions and is
based or incorporated in, or formed under the law of, a country in
which there are in force provisions at least equivalent to those
required by the Money Laundering Directive; and
3.1.2 due to anti-money laundering and the countering of
terrorist financing requirements, either of the Joint Brokers
and/or the Company and/or their agents may require proof of
identity and verification of the source of the payment before the
application can be processed and that, in the event of delay or
failure by the applicant to produce any information required for
verification purposes, the Joint Brokers, the Company and/or their
agents may refuse to accept the application and the subscription
moneys relating thereto. It holds harmless and will indemnify the
Joint Brokers, the Company and their agents against any liability,
loss or cost ensuing due to the failure to process such
application, if such information as has been required has not been
provided by it.
4 DATA PROTECTION
4.1 Each Placee acknowledges that it has been informed that,
pursuant to the General Data Protection Regulation 2016/679 (the
"DP Legislation") the Company and/or the Registrars may hold
personal data (as defined in the DP Legislation) relating to past
and present shareholders.
Personal data may be retained on record for a period exceeding
six years after it is no longer used (subject to any limitations on
retention periods set out in applicable law). The Registrars will
process such personal data at all times in compliance with DP
Legislation and shall only process for the purposes set out in the
Company's privacy notice, which is available for review on the
Company's website
http://www.inlandhomesplc.com/site-essentials/privacy-policy/ (the
"Privacy Notice"), including for the purposes set out below
(collectively, the "Purposes"), being able to:
4.1.1 process the personal data to the extent and in such manner
as is necessary for the performance of its obligations under its
service contract, including as required by or in connection with
the Placee's holding of ZDP Shares, including processing personal
data in connection with credit and money laundering checks on the
Placee;
4.1.2 communicate with the Placee as necessary in connection
with its affairs and generally in connection with its holding of
ZDP Shares;
4.1.3 to comply with the legal and regulatory obligations of the
Company, and/or the Registrars; and
4.1.4 process the personal data for the Registrars' internal administration.
4.2 In order to meet the Purposes, it may be necessary for the
Company, Panmure Gordon and the Registrars to provide personal data
to:
4.2.1 third parties located either within, or outside of the
EEA, if necessary for the Registrars to perform its functions, or
when it is necessary for its legitimate interests, and in
particular in connection with the holding of ZDP Shares; or
4.2.2 its affiliates, the Company (in the case of the
Registrars) and their respective associates, some of which may be
located outside of the EEA.
4.3 Any sharing of personal data by the Company, either of the
Joint Brokers or the Registrars with other parties will be carried
out in accordance with the DP Legislation and as set out in the
Privacy Notice.
4.4 By becoming registered as a holder of ZDP Shares a person
becomes a data subject (as defined in the DP Legislation). In
providing the Registrars with information, each Placee hereby
represents and warrants to the Registrars that it has (i) notified
any data subject of the Purposes for which personal data will be
used and by which parties it will be used and it has provided a
copy of the Company's Privacy Notice and any other data protection
notice which has been provided by the Company, the Joint Brokers
and/or the Registrars; and (ii) where consent is legally required
under applicable DP legislation, it has obtained the consent of any
data subject to the Registrars and their respective associates
holding and using their personal data for the Purposes (including
the explicit consent of the data subjects for the processing of any
sensitive personal data for the Purposes set out above in this
paragraph 6).
4.5 Each Placee acknowledges that by submitting personal data to
the Joint Brokers and/or the Registrars (acting for and on behalf
of the Company) where the Placee is a natural person he or she has
read and understood the terms of the Company's Privacy Notice.
4.6 Each Placee acknowledges that by submitting personal data to
the Joint Brokers and/or the Registrars (acting for and on behalf
of the Company) where the Placee is not a natural person it
represents and warrants that:
4.6.1 it has brought the Company's Privacy Notice to the
attention of any underlying data subjects on whose behalf or
account the Placee may act or whose personal data will be disclosed
to the Company as a result of the Placee agreeing to acquire or
subscribe for ZDP Shares; and
4.6.2 the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and
provision of personal data to the Company.
4.7 Where the Placee acts for or on account of an underlying
data subject or otherwise discloses the personal data of an
underlying data subject, he/she/it shall, in respect of the
personal data it processes in relation to or arising in relation to
the Placing:
4.7.1 comply with all applicable data protection legislation;
4.7.2 take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
4.7.3 if required, agree with the Company, the Joint Brokers and
the Registrars, the responsibilities of each such entity as regards
relevant data subjects' rights and notice requirements; and
4.7.4 it shall immediately on demand, fully indemnify each of
the Company, the Joint Brokers and the Registrars and keep them
fully and effectively indemnified against all costs, demands,
claims, expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, Panmure Gordon, EGR and/or the Registrars in connection
with any failure by the Placee to comply with the provisions set
out above.
5 UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS
5.1 By participating in the Placing, each Placee acknowledges
and agrees that it will (for itself and any person(s) procured by
it to subscribe for ZDP Shares and any nominee(s) for any such
person(s)) be further deemed to represent and warrant to each of
the Company, Inland Homes, the Registrars and the Joint Brokers
that:
5.1.1 it is either:
(a) not a US Person, is not located within the United States, is
acquiring the ZDP Shares in an offshore transaction meeting the
requirements of Regulation S and is not acquiring the ZDP Shares
for the account or benefit or a US Person; or
(b) a US Person to whom ZDP Shares may be offered pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States;
5.1.2 it acknowledges that the ZDP Shares have not been and will
not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold in the United
States or to, or for the account or benefit of, US Persons except
in a transaction exempt from, or not subject to, the registration
requirements of the US Securities Act and in compliance with all
applicable state securities laws and under circumstances that would
not require the Company to register under the United States
Investment Company Act of 1940, as amended (the "US Investment
Company Act");
5.1.3 it acknowledges that the Company has not and will not be
registered under the US Investment Company Act and that the Company
has put in place restrictions for transactions not involving any
public offering in the United States, and to ensure that the
Company is not and will not be required to register under the US
Investment Company Act;
5.1.4 unless the Company expressly consents otherwise in
writing, no portion of the assets used to purchase, and no portion
of the assets used to hold, the ZDP Shares or any beneficial
interest therein constitutes or will constitute the assets of:
(a) an employee benefit plan as defined in Section 3(3) of ERISA
that is subject to Title I of the United States Employee Retirement
Income Security Act of 1974, as amended ("ERISA");
(b) a plan as defined in Section 4975 of the US Internal Revenue
Code of 1986, as amended (the "US Code"), including an individual
retirement account or other arrangement that is subject to Section
4975 of the US Code; or
(c) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Code. In addition, if
a Placee is a governmental, church, non-US or other employee
benefit plan that is subject to any federal, state, local or non-US
law that is substantially similar to the provisions of Title I of
ERISA or Section 4975 of the US Code, its purchase, holding, and
disposition of the ZDP Shares must not constitute or result in a
non-exempt violation of any such substantially similar law;
5.1.5 if any ZDP Shares are issued to it in certificated form,
then such certificates evidencing ownership will contain a legend
substantially to the following effect, unless otherwise determined
by the Company in accordance with applicable law:
INLAND ZDP PLC (THE COMPANY) HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMED. IN
ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED, OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE US
SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES
WHICH DO NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US
INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS. IN ADDITION, THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON USING
THE ASSETS OF (I) (A) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN
SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA; (B) A
"PLAN" AS DEFINED IN SECTION 4975 OF THE US CODE, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT
TO SECTION 4975 OF THE US CODE; OR (C) AN ENTITY WHICH IS DEEMED TO
HOLD THE ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR
ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF
THE US CODE OR (II) A GOVERNMENTAL, CHURCH, NON-US OR OTHER
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL
OR NON-US LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF
TITLE I OF ERISA OR SECTION 4975 OF THE US CODE UNLESS THE
PURCHASE, HOLDING OR DISPOSITION OF THE SECURITIES WILL NOT RESULT
IN A VIOLATION OF APPLICABLE LAW AND/OR CONSTITUTE A NONEXEMPT
PROHIBITED TRANSACTION UNDER SECTION 503 OF THE US CODE OR ANY
SUBSTANTIALLY SIMILAR LAW.
5.1.6 if in the future the Placee decides to offer, sell,
transfer, assign or otherwise dispose of its ZDP Shares, it will do
so only in compliance with an exemption from the registration
requirements of the US Securities Act and under circumstances which
will not require the Company to register under the US Investment
Company Act. It acknowledges that any sale, transfer, assignment,
pledge or other disposal made other than in compliance with such
laws and the above stated restrictions will be subject to the
compulsory transfer provisions as provided in the Articles;
5.1.7 it is purchasing the ZDP Shares for its own account or for
one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the ZDP Shares in any manner that would violate the
US Securities Act, the US Investment Company Act or any other
applicable securities laws;
5.1.8 it acknowledges that the Company reserves the right to
make inquiries of any holder of the ZDP Shares or interests therein
at any time as to such person's status under US federal securities
laws and to require any such person that has not satisfied the
Company that holding by such person will not violate or require
registration under US securities laws to transfer such ZDP Shares
or interests in accordance with the Articles;
5.1.9 it acknowledges and understands that the Company is
required to comply with the United States Foreign Account Tax
Compliance Act ("FATCA") and agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA;
5.1.10 it is entitled to acquire the ZDP Shares under the laws
of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the ZDP Shares and that it has not taken any action, or omitted to
take any action, which may result in the Company, the Registrars,
the Joint Brokers or their respective members directors, officers,
agents, employees and advisers being in breach of the laws of any
jurisdiction in connection with the Placing or its acceptance of
participation in the Placing;
5.1.11 it has received, carefully read and understands this
announcement, and has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted any presentation or
offering materials concerning the ZDP Shares to within the United
States or to any US Persons, nor will it do any of the foregoing;
and
5.1.12 if it is acquiring any ZDP Shares as a fiduciary or agent
for one or more accounts, the Placee has sole investment discretion
with respect to each such account or authority to acquire such
shares in respect of an advisory client and, in both cases, full
power and authority to make such foregoing representations,
warranties, acknowledgements and agreements on behalf of each such
account.
5.2 The Company, the Registrars, the Joint Brokers and their
respective members directors, officers, agents, employees, advisers
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and agreements.
5.3 If any of the representations, warranties, acknowledgments
or agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the Company,
the Joint Brokers and the Registrars.
6 SUPPLY AND DISCLOSURE OF INFORMATION
If the Joint Brokers, the Registrars or the Company or any of
their agents request any information about a Placee's agreement to
subscribe for ZDP Shares under the Placing, such Placee must
promptly disclose it to them.
7 NON UNITED KINGDOM INVESTORS
7.1 If the Placee is outside the United Kingdom, neither this
announcement nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for ZDP Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and
such documents or materials could lawfully be provided to it or
such person and ZDP Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements.
7.2 None of the ZDP Shares has been or will be registered under
the laws of the United States, Canada, Australia, the Republic of
South Africa or Japan. Accordingly, the ZDP Shares may not be
offered, sold, issued or delivered, directly or indirectly, within
any of the United States, Canada, Australia, the Republic of South
Africa or Japan or to any US Person or to any national, resident or
citizen of Canada, Australia, the Republic of South Africa or Japan
unless an exemption from any registration requirement is
available.
8 MISCELLANEOUS
8.1 The rights and remedies of the Company, the Joint Brokers,
the Registrars and Inland Homes under these terms and conditions
are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
8.2 On application, if a Placee is a discretionary or advisory
fund manager, that Placee may be asked to disclose in writing or
orally the jurisdiction in which its funds are managed or owned.
All documents provided in connection with the Placing will be sent
at the Placee's risk. They may be returned by post to such Placee
at the address notified by such Placee.
8.3 Each Placee agrees to be bound by the Articles once the ZDP
Shares, which the Placee has agreed to subscribe for pursuant to
the Placing, have been acquired by the Placee. The contract to
subscribe for ZDP Shares under the Placing and the appointments and
authorities mentioned herein and all disputes and claims arising
out of or in connection with its subject matter or formation
(including non-contractual disputes or claims) will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of the Company, Inland Homes, the Joint
Brokers and the Registrars, each Placee irrevocably submits to the
jurisdiction of the courts of England and Wales and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against the Placee in any other jurisdiction.
8.4 In the case of a joint agreement to subscribe for ZDP Shares
under the Placing, references to a Placee in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
8.5 The Joint Brokers and the Company expressly reserve the
right to modify the Placing (including, without limitation, the
timetable and settlement) at any time before allocations are
determined. The Placing is subject to the satisfaction of the
following conditions of the Placing.
8.5.1 Admission occurring not later than 8.00 a.m. on the
Settlement Date, or such later time and date as the Joint Brokers
may agree, being not later than 8.00 a.m. on 5 August 2019;
8.5.2 the Company allotting, subject only to Admission, the new
ZDP Shares to be issued pursuant to the Placing; and
8.5.3 each condition to enable the new ZDP Shares to be issued
pursuant to the Placing to be admitted as a participating security
in CREST (other than Admission) being satisfied on or before 8.00
a.m. on the date of Admission as may be agreed by the Joint Brokers
and the Company.
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
IOELFFILDDIFIIA
(END) Dow Jones Newswires
July 03, 2019 02:30 ET (06:30 GMT)
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