TIDMJOUL
RNS Number : 6418I
Joules Group plc
02 April 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Joules Group plc
("Joules", the "Company")
Placing of Ordinary Shares
Further to Joules' COVID-19 update on 19 March 2020, the Company
today announces it is undertaking a placing (the "Placing"),
intending to raise gross proceeds of GBP15m through the issuance of
new ordinary shares of 1 pence each ("Ordinary Shares") (the
"Placing Shares") to certain existing shareholders and
institutional and other investors, including Directors of the
Company.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this Announcement.
Details of the Placing
Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited
("Liberum") are acting as joint bookrunners in relation to the
Placing. Peel Hunt, Liberum and the Company have entered into a
placing agreement dated 2 April 2020 in connection with the
Placing.
Placing Highlights
-- GBP15m gross proceeds would provide the Company sufficient
liquidity headroom in a COVID-19-related downside scenario, as well
as allow the Company to emerge relatively stronger from this
unprecedented situation .
-- Agreement in principle from Barclays Bank plc to provide an
additional GBP15m headroom on the Company's existing revolving
credit facility ("RCF") for 12 months, conditional on the Company
raising a minimum of GBP15m via the Placing, and subject to
documentation.
-- Placing will be conducted through an accelerated bookbuild
process that will open with immediate effect following this
Announcement.
-- All of the Directors of the Company intend to participate in
the Placing for an aggregate GBP1.2m.
-- The final number of Placing Shares, and the price at which
such shares will be subscribed for (the "Placing Price"), will be
agreed by Peel Hunt, Liberum and the Company at the close of the
Bookbuild, and the result will be announced as soon as practicable
thereafter.
-- The timing for the close of the Bookbuild, the allocation of
the Placing Shares and the Placing Price shall be determined
together by Peel Hunt, Liberum and the Company. The Placing is not
underwritten.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Reasons for Placing
Joules has a strong brand as well as a strong long-term balance
sheet. As announced on 19 March 2020, in the weeks following the
announcement of the Group's Interim results on 21 January 2020, the
Group's key retail channels performed in line with expectations. In
addition, the brand demonstrated its strength, with consumer
awareness at its highest ever level of 46.4%, up 4.6ppt on the
prior year, and the Joules brand's health score also reaching
record levels (both metrics as measured by YouGov's monthly
survey). However, like many other UK retailers, the impact of
COVID-19 has had a material impact on the business, including the
Company having to close its entire store portfolio, in accordance
with the UK Government's guidance. The Group's e-commerce channel
has also been impacted, as consumers have shown increasing caution
with their disposable income, although since the store closures
online trading has been ahead of the Group's revised expectations.
The Board expects COVID-19 to continue to have a material impact on
the retail industry and its business over the coming months.
The Company has taken several mitigating actions already in
order to conserve cash given the expected significant reduction in
sales. These actions involve the cooperation of many of the
Company's key stakeholders including stock suppliers, non-stock
suppliers, landlords and employees and the Company continues to
progress these discussions. All Board members have taken temporary
salary reductions along with certain senior management, with some
being compensated via the grant of share options. The Company has
also participated in several of the UK Government's support
initiatives announced to date, including rates relief for its store
portfolio, the Job Retention Scheme for furloughed workers, and the
deferral of some payments due to HMRC. These actions will result in
permanent cash savings for the business of c.GBP53m, as well as the
deferral of c.GBP21m of payments due over the next six months.
In addition to these mitigating actions, the Company has fully
drawn down its existing debt facilities to maximise liquidity and
has received an agreement in principle from its lender, Barclays
Bank plc, for GBP15m additional headroom on the Company's RCF for a
period of 12 months, conditional on the Company raising GBP15m
gross proceeds via the Placing, and subject to documentation.
Assuming gross proceeds of GBP15m from the Placing, the Company
believes it would have sufficient working capital on a
COVID-19-related downside scenario and be able to emerge relatively
stronger from this unprecedented situation. The Company's downside
scenario assumes stores are closed for three months, and, whilst
the Company is continuing to operate its e-commerce channel and UK
distribution centre, in strict accordance with UK Government's
guidelines, it has also reflected the impact of an eight week
closure of the facility over April and May, resulting in almost nil
sales across the Company over those two months. It then assumes a
gradual recovery from the middle of June. If required, the Company
has also identified a further c.GBP6.5m of additional cash levers
which are not currently assumed to be required in its downside
scenario but could be utilised if absolutely necessary.
Certain Directors of the Company have consulted with the
Company's major institutional shareholders ahead of the release of
this Announcement. The Placing structure has been chosen as it
minimises cost, time to completion and use of management time at an
important and unprecedented time for the retail industry and
Joules.
Expected Timetable for the Placing
Announcement of results of Placing prior to 8.00 a.m. on
3 April 2020
Admission and commencement of dealing in 8 a.m. on or around 7
the Placing Shares April 2020
CREST accounts to be credited with Placing 8 a.m. on or around 7
Shares April 2020
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified to Shareholders
by an announcement on a Regulatory Information Service.
Enquiries:
Joules Group plc via Hudson Sandler
Nick Jones, Chief Executive Officer
Marc Dench, Chief Financial Officer
Peel Hunt LLP (NOMAD and joint Tel: +44 (0) 20
broker) 7418 8900
George Sellar / Andrew Clark (Corporate)
Al Rae / Sohail Akbar (ECM)
Liberum Capital Limited (Joint Tel: +44 (0) 20
broker) 3100 2000
John Fishley / Edward Thomas /
Louis Davies
Hudson Sandler ( Financial PR) Tel: +44 (0) 20
Alex Brennan 7796 4133
Lucy Wollam
This announcement is released by Joules Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Marc Dench, Chief Financial Officer.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
About Joules Group plc
Established in Britain by Tom Joule three decades ago, Joules is
a premium lifestyle brand with an authentic heritage.
The Joules story began in 1989, when Tom Joule started selling
clothing on a stand at a country show in Leicestershire. Today, it
is a true multi-channel lifestyle brand; its products are available
through its e-commerce websites, retail stores, at rural shows and
events and wholesale channels both in the UK and
internationally.
Joules carefully designs and sells clothing, footwear and
accessories for women, men and children. The business also sells
ever-growing collections of homeware, eyewear and lifestyle product
ranges through both its licensing partnerships and Friends of
Joules, the brands online marketplace for a contemporary country
lifestyle.
The brand's values of quality, Britishness, family and humour,
coupled with its unique use of colour and print set Joules apart.
This approach, along with an unwavering attention to detail and
drive to surprise and delight its customers with unexpected
details, has been central to the brand's success and remains at the
heart of everything Joules creates.
Details of the Placing
The Placing will be conducted by Peel Hunt and Liberum in
accordance with the terms and conditions set out in the Appendix to
this Announcement. The Bookbuild will determine demand for and
participation in the Placing. The Bookbuild will commence with
immediate effect following this Announcement and is expected to
close later today.
The timing of the close of the Bookbuild is at the absolute
discretion of Peel Hunt and Liberum in consultation with the
Company and Peel Hunt and Liberum reserve the right to close the
Bookbuild process earlier or later without further notice. The
allocations will be determined by Peel Hunt and Liberum in their
absolute discretion following consultation with the Company and
will be confirmed orally by Peel Hunt and Liberum following the
close of the bookbuilding process. A further announcement will then
be made as soon as practicable following the completion of the
Bookbuild.
The Placing is not being underwritten.
The Placing is conditional, inter alia, upon:
-- the Company having complied with its material obligations
under the Placing Agreement to the extent that such obligations are
required to be performed prior to Admission;
-- the delivery to the Company of certain customary documentation;
-- the term sheet in the form appended to the Placing Agreement
having been executed by the Company and the Joint Bookrunners by no
later than 7.00 p.m. (London Time) on today's date, being 2 April
2020;
-- the publication by the Company of the announcement of the
Placing Price through a Regulatory Information Service without
delay following the execution of the term sheet and in any event by
8.00 a.m. on 3 April 2020 (or such later time and/or date as the
Company and the Joint Bookrunners may agree); and
-- Admission taking place by not later than 8.00 am on 7 April
2020 (or such later time and/or date as the Company and the Joint
Bookrunners may agree).
If any of the conditions are not satisfied or waived, the
Placing Shares will not be issued and all monies received from
participants in the Placing ("Placees") will be returned to them
(at the Placees' risk and without interest) as soon as
possible.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt and Liberum as to matters relating to the
Company and its business and a customary indemnity from the Company
to Peel Hunt and Liberum in respect of liabilities arising out of
or in connection with the Placing. The Placing Agreement also
contains customary rights of termination which could enable Peel
Hunt and Liberum to terminate the Placing prior to Admission in
certain limited circumstances. Further information on the Placing
Agreement is set out in the Appendix to this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Company's
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid in respect
of such shares after the date of issue of the Placing Shares.
Application has been made for the Placing Shares to be admitted
to trading on AIM (the "Admission"). It is expected that Admission
will become effective and that dealings in the Placing Shares will
commence on or around 7 April 2020 (but may be extended by
agreement between the Company and Peel Hunt and Liberum).
The terms and conditions of the Placing are set out in the
Appendix to this Announcement.
IMPORTANT NOTICE
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by the Company, Peel Hunt, Liberum or
any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants, persons connected
with them as defined in FSMA (as defined below) (together,
"Affiliates") that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"), (B) if in the United Kingdom, qualified investors who
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 amended (the "Order") or fall within the
definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the Order or (C)
persons to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. As regards all persons other than
Relevant Persons, the details of the Placing set out in this
Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA 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 require approval of the
communication by an authorised person.
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 Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by Peel Hunt, Liberum or any of their
respective Affiliates.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the London Stock Exchange or
applicable law, the Company, Peel Hunt, Liberum and their
respective Affiliates undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares 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 Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt and Liberum, each of which is authorised and regulated
in the United Kingdom by the FCA, are acting exclusively for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients for providing
advice in relation to the Placing, or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Peel Hunt,
Liberum or by their respective Affiliates as to, or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Placing
Shares on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT AND LIBERUM WHO ARE (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN
THE MEANING OF ARTICLE (2)(E) OF THE PROSPECTUS REGULATION; (B) IF
IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO
(D) OF THE ORDER OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY
BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
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 or on behalf of the Company, Peel Hunt,
Liberum or their respective Affiliates as to, or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the Securities Act. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it or any part of
it in or into the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No copy or part of this
Announcement or the information contained in it may be published or
distributed, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or South Africa or any other jurisdiction outside the United
Kingdom.
No action has been taken by the Company, Peel Hunt, Liberum or
any of their respective Affiliates that would permit an offer of
the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company,
Peel Hunt and Liberum to inform themselves about, and observe, any
such restrictions.
Any indication in this Announcement of the price at which the
Company's shares 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 Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt and Liberum, each of which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority ("FCA"),
are acting exclusively for the Company and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and
subject to the conditions set out in this Announcement and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Peel Hunt and Liberum (together, the "Joint Bookrunners"). Pursuant
to the Placing Agreement, each of the Joint Bookrunners has agreed,
subject to the terms set out in such agreement, severally, and not
jointly or jointly and severally, as agent for and on behalf of the
Company, to use its reasonable endeavours to procure Placees for
the Placing Shares. The Joint Bookrunners will today commence the
Bookbuild to determine demand for participation in the Placing by
Placees. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing. The
Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company (the "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.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Peel Hunt will
subscribe for ordinary shares and redeemable preference shares in
Project Garden Funding Limited, a wholly owned subsidiary of the
Company, for an amount approximately equal to the net proceeds of
the Placing. The Company will allot and issue the Placing Shares on
a non-pre-emptive basis to Placees in consideration for the
transfer of the ordinary shares and redeemable preference shares in
Project Garden Funding Limited that will be issued to Peel
Hunt.
Application for Admission
Application will be made to London Stock Exchange plc for
admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to become effective on or around 7 April 2020
(or such later time/date as the Joint Bookrunners may agree with
the Company) and dealings in the Placing Shares will commence on
the same day.
Principal terms of the Placing
1 The Joint Bookrunners are acting as joint bookrunners, brokers
and agents of the Company in connection with the Placing on the
terms and subject to the conditions of the Placing Agreement.
2 Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. Each of the Joint Bookrunners and any
of their respective Affiliates are entitled to enter bids in the
Bookbuild as principal.
3 The price per Placing Share (the "Placing Price") will be
determined at the close of the Bookbuild and will be payable to the
Joint Bookrunners (as agents for the Company) by all Placees. No
commissions will be paid to Placees or by the Placees in respect of
any Placing Shares.
4 The completion of the Bookbuild will be determined by the
Joint Bookrunners in their absolute discretion following
consultation with the Company and the results of the Placing shall
then be announced on a Regulatory Information Service as soon as is
practicable following completion of the Bookbuild.
5 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Peel Hunt or Liberum, as the case may be. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for.
6 The Bookbuild is expected to close later today but may be
closed earlier or later at the absolute discretion of the Joint
Bookrunners in consultation with the Company. The Joint Bookrunners
may, in agreement with the Company, accept bids either in whole or
in part that are received after the Bookbuild has closed and
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after time.
7 Each prospective Placee's allocation will be determined by the
Joint Bookrunners in their absolute discretion following
consultation with the Company and will be confirmed orally or in
writing by the Joint Bookrunners to such Placees, and a trade
confirmation will be dispatched as soon as practicable thereafter
and the terms and conditions of this Appendix will be deemed
incorporated into the trade confirmation.
8 The Joint Bookrunners' oral and/or written confirmation to any
person of an allocation of Placing Shares will give rise to an
immediate, separate, irrevocable and legally binding commitment by
that person, in favour of the Joint Bookrunners and the Company,
under which it agrees and is obligated to (i) acquire the number of
Placing Shares allocated to it and (ii) pay the Joint Bookrunners
(or as they may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares
allocated to it and that the Company has agreed to allot and issue
to that Placee, on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of
association. Except with the Joint Bookrunners' consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted. The Company will make a further
Announcement following the close of the Bookbuild detailing the
number of Placing Shares for which Placees have been procured. Each
Placee's obligation will be owed to the Company and to the Joint
Bookrunners.
9 Subject to paragraphs 4 and 5 above, the Joint Bookrunners may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine.
10 The Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
11 Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted.
12 Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent) in its capacity
as Placee (or agent) other than with such Placee's prior written
consent.
13 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
14 All obligations under the Placing will be subject to
fulfilment (or where applicable, waiver) of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Rights to
terminate under the Placing Agreement".
15 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
16 To the fullest extent permissible by law and applicable FCA
rules, neither the Joint Bookrunners nor any of their respective
Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person other than the Company whether acting on behalf of a
Placee or otherwise. In particular, neither of the Joint
Bookrunners nor any of their respective Affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, inter alia, on the following
"Conditions":
1 the Company having complied with its material obligations
under the Placing Agreement to the extent that such obligations are
required to be performed prior to Admission;
2 the delivery to the Company of certain customary documentation;
3 the term sheet in the form appended to the Placing Agreement
having been executed by the Company and the Joint Bookrunners by no
later than 7.00 p.m. (London Time) on today's date, being 2 April
2020;
4 the publication by the Company of the announcement of the
Placing Price through a Regulatory Information Service without
delay following the execution of the term sheet and in any event by
8.00 a.m. on 3 April 2020 (or such later time and/or date as the
Company and the Joint Bookrunners may agree);
5 Admission taking place by not later than 8.00 am on 7 April
2020 (or such later time and/or date as the Company and the Joint
Bookrunners may agree).
If (a) any of the conditions are not fulfilled (or, to the
extent permitted under the Placing Agreement, waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement (or such later time or date as the Company and the Joint
Bookrunners may agree), 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 Company, nor the Joint Bookrunners nor
any of their respective Affiliates shall have any liability to any
Placees (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they 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 Company and/or the Joint
Bookrunners.
The Joint Bookrunners may waive compliance by the Company with
the whole or any part of certain of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Rights to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Rights to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission,
terminate their obligations under the Placing Agreement by giving
notice to the Company if, inter alia:
1 the application for Admission and/or the Company's application
to Euroclear for the Placing Shares to be admitted as participating
securities in CREST is withdrawn by the Company and/or refused by
the London Stock Exchange or Euroclear (as appropriate);
2 it shall come to the notice of either Joint Bookrunner that
any statement contained in this Announcements or certain of the
other documents delivered in relation to the Placing is or has
become untrue or incorrect or misleading, or any matter has arisen
which would constitute a material omission from the Announcements
or such other documents;
3 there has been a breach by the Company of any of the
warranties in the Placing Agreement which in the opinion of the
Joint Bookrunners (in their absolute discretion) is material or any
of the warranties is not true, is not accurate or is misleading at
any time and date as at which it is given and made;
4 there has been a breach of any of the Company's or JerseyCo's
obligations under the Placing Agreement, the Subscription and
Transfer Agreement and the Put and Call Option Agreement (each as
defined in the Placing Agreement); or
5 in the opinion of the Joint Bookrunners, a material adverse
change in respect of the Company has occurred; or
6 there has occurred an adverse change in the financial market
in the United Kingdom, the United States, or in any member or
associate member of the European Union or in other international
financial markets, any change or development reasonably likely to
lead to a change in national or international political, financial,
economic, monetary or market conditions, or currency exchange rates
or controls or any outbreak or escalation of hostilities, war, act
of terrorism, declaration of emergency or martial law or other
calamity or crisis (including, but not limited to, in the good
faith opinion of the Joint Bookrunners, a significant worsening of
the situation relating to COVID-19 in the United Kingdom), in any
case the effect of which, in the good faith opinion of the Joint
Bookrunners, makes it impractical or inadvisable to proceed with
the Placing in the manner contemplated in this Announcement or may
adversely impact dealings in the Placing Shares following Admission
or is likely materially and adversely to affect the price at which
the Placing Shares are traded on the London Stock Exchange; or
7 any of the conditions in the Placing Agreement has not been
satisfied or (to the extent capable of being waived) waived by the
Joint Bookrunners by the date specified therein (or such later time
and/or the date as the Company and the Joint Bookrunners may
agree).
Upon termination, the Company and the Joint Bookrunners shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that the
exercise by the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners (acting in good faith
where required) and that the Joint Bookrunners will not need to
make any reference to the Placees in this regard and that to the
fullest extent permitted by law the Joint Bookrunners and the
Company (or the Company's directors, officers or employees) shall
not have any liability whatsoever to the Placees in connection with
any such exercise.
No prospectus
No offering document or prospectus has been or will be prepared,
submitted or approved by the FCA in relation to the Placing and no
such prospectus is required to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information previously
published by or on behalf of the Company by notification to a
Regulatory Information Service and subject to the further terms set
forth in the trade confirmation to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Joint 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 Joint Bookrunners (other than the amount of the
relevant Placing participation in the oral and/or written
confirmation given to Placees and the trade confirmation referred
to above) or any of their respective Affiliates, any persons acting
on their behalf or the Company and neither of the Joint Bookrunners
nor any of their respective Affiliates, nor any persons acting on
behalf of the foregoing, nor the Company will be liable for the
decision of any Placee to participate in the Placing based on any
other information, representation, warranty or statement which the
Placee may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges, and
agrees with the Joint Bookrunners, for itself and as agent for the
Company that, except in relation to the information obtained in
this Announcement, 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:
GB00BZ059357) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by the Joint
Bookrunners and is expected to occur on 7 April 2020. The Joint
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 delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with the Joint Bookrunners stating the number of Placing
Shares allocated to it, the Placing Price, the aggregate amount
owed by such Placee to the Joint Bookrunners and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with the Joint
Bookrunners.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on the Joint Bookrunners' receipt of
payment in full for such Placing Shares by the relevant time to be
stated in the written confirmation referred to above, or by such
later time and date as the Joint Bookrunners and the Company may in
their absolute discretion determine, or otherwise in accordance
with that confirmation's terms.
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: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Company or the Joint
Bookrunners may sell (and all of them are irrevocably authorised by
such Placee to do so) all or any Placing Shares on such Placee's
behalf and then retain from the proceeds, for the account and
benefit of the Company or, where applicable, the Joint Bookrunners
(a) any amount up to the total amount due to it as, or in respect
of, subscription monies, or as interest on such monies, for any
Placing Shares, (b) any amount required to cover any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
arising on the sale of such Placing Shares on such Placee's behalf,
and (c) any amount required to cover dealing costs and/or
commissions necessarily or reasonably incurred by it in respect of
such sale; and (iv) such Placee shall remain liable to the Company
(and to the Joint Bookrunners as applicable) for the full amount of
any losses or shortfall and of any costs which it may suffer or
incur as a result of it (a) not receiving payment in full for such
Placing Shares by the required time, and/or (b) the sale of any
such Placing Shares to any other person at whatever price and on
whatever terms actually obtained for such sale by or for it. By
communicating a bid for Placing Shares, each Placee confers on the
Joint Bookrunners all such authorities and powers necessary to
carry out any such sale under this paragraph and agrees to ratify
and confirm all actions which the Joint Bookrunners lawfully take
in pursuance of such sale.
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 stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Joint 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):
1 represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms and conditions of the Placing as referred to and
included in this Announcement (including this Appendix);
2 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and that it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3 acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on 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 (collectively "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and that it is able to obtain or access such information
or comparable information concerning any other publicly traded
company without undue difficulty ;
4 represents and warrants that it has made its own assessment of
the Company, the Placing Shares and the terms and conditions of the
Placing and has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing and has satisfied itself that the
information is still current;
5 agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners, their Affiliates and
any person acting on behalf of any of the foregoing from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach by it
of the representations, warranties, acknowledgements, agreements
and undertakings in this Announcement including this Appendix and
further agrees that the provisions of this Announcement including
this Appendix shall survive after completion of the Placing;
6 acknowledges that neither of the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on behalf of any
of the foregoing has provided, and will not provide it with, any
material or information regarding the Placing Shares or the
Company; nor has it requested that the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on their behalf
to provide it with any such material or information;
7 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners nor any of their respective Affiliates nor
any person acting on behalf of any of the foregoing will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company and neither of the Joint Bookrunners nor any
of their respective Affiliates nor any person acting on behalf of
any of the foregoing will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement 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 Placing Shares is
the information contained in this Announcement 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 Placing Shares and acknowledges that it is not
relying on any investigation that the Joint Bookrunners, any of
their respective Affiliates or any person acting on behalf of any
of the foregoing may have conducted with respect to the Placing
Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
8 represents and warrants 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
Placing Shares. It further represents and warrants 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 also represents and warrants that it has had
sufficient time to consider and has conducted its own investigation
with respect to the offer and subscription for 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;
9 represents and warrants that it has not relied on any
confidential price sensitive information concerning the Company in
making its investment decision to participate in the Placing and is
not purchasing the Placing Shares on the basis of material
non-public information or inside information (as defined under the
Market Abuse Regulation (EU 596/2014) ("MAR");
10 represents and warrants that it has the funds available to
pay for the Placing Shares it has agreed to subscribe for and
acknowledges, agrees and undertakes that it will pay the total
subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other placees or
sold at such price as the Joint Bookrunners determine;
11 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Joint Bookrunners, their respective Affiliates or any person
acting on behalf of any of the foregoing and understands that (i)
neither of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
has or shall have any liability for public information or any
representation; (ii) neither of the Joint Bookrunners nor any of
their respective Affiliates nor any person acting on behalf of any
of the foregoing has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of this Announcement or otherwise; and (iii)
neither of the Joint Bookrunners nor any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of this Announcement or otherwise;
12 represents and warrants that (i) it is entitled to acquire
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 (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement including this Appendix)
which may be required thereunder and has complied with all
necessary formalities; (iii) it has all necessary capacity and
authority and is entitled to commit to participation in the Placing
and to perform its obligations in relation thereto and will honour
such obligations, and to make the representations and agreements
contained on this Appendix; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in the Placing
in any territory; (v) it has not taken any action which will or may
result in the Company, or the Joint Bookrunners or any of their
respective Affiliates or any person acting on behalf of any of the
foregoing being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing and
(vi) if it is a pension fund or investment company it is aware of
and acknowledges that it is required to comply with all applicable
laws and regulations with respect to its subscription for Placing
Shares;
13 represents and warrants that it is outside of the United
States and is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation S
under the Securities Act;
14 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
any Restricted Jurisdiction, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of any
Restricted Jurisdiction and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
15 represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, 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 other
than "qualified investors" as defined in Article 2(e) of the
Prospectus Regulation or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the offer or resale;
16 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in the
United Kingdom or any member state of the European Economic Area
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of FSMA or an offer to the public in a
member state of the European Economic Area within the meaning of
the Prospectus Regulation;
17 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;
18 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 Announcement has not been approved by either of the Joint
Bookrunners in their capacity as authorised persons 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 a financial
promotion by an authorised person;
19 represents and warrants that it is aware of, has complied
with and will comply with all applicable laws with respect to
anything done by it, or on its behalf, in relation to the Placing
Shares (including, without limitation, all relevant provisions of
FSMA and the Financial Services Act 2012) in respect of anything
done in, from or otherwise involving the United Kingdom;
20 represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and related or similar rules, regulations
or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
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
Money Laundering Regulations;
21 represents and warrants that if it is in a Member State of
the European Economic Area or the United Kingdom, it is a Relevant
Person. For such purposes, it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
22 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;
23 undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation issued pursuant to this Announcement
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
either the Joint Bookrunners or the Company may, in their absolute
discretion, determine and it will remain liable for any shortfall
of the net proceeds of such sale below the Placing proceeds of such
Placing Shares and may be required to bear any costs, commissions,
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
24 acknowledges that if it has received any confidential price
sensitive information (including inside information as defined
under MAR) about the Company in advance of the Placing, it warrants
that it has received such information within the market soundings
regime provided for in Article 11 of MAR and has not: (a) dealt in
the securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
25 acknowledges that it is aware of its obligations regarding
insider dealing, including, without limitation, as contained within
in the Criminal Justice Act 1993 and MAR, and confirms that it has
and will continue to comply with those obligations;
26 acknowledges that neither the Joint Bookrunners, nor any of
their respective Affiliates nor any person acting on behalf of any
of the foregoing 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 neither the Joint
Bookrunners, nor any of their respective Affiliates nor any person
acting on behalf of any of the foregoing 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 Joint Bookrunners'
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
27 acknowledges that it irrevocably appoints each of the Joint
Bookrunners and any of their respective duly authorised officers 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;
28 represents and warrants that any person who confirms to the
Joint Bookrunners on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises the Joint Bookrunners to
notify the Placee's name to the Company's registrar, has authority
to do so on behalf of the Placee;
29 acknowledges that the agreement to settle each Placee's
allocation of Placing Shares (and/or the allocation 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
and the Placee agrees that it shall be responsible for such stamp
duty or stamp duty reserve tax, and acknowledges that neither the
Company nor the Joint Bookrunners will be responsible. If this is
the case, the Placee should take its own advice and notify the
Joint Bookrunners accordingly;
30 represents and warrants that it, or the person specified by
it for registration as a holder of the Placing Shares, will be
liable for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto), if
any, payable on acquisition of any of the Placing Shares or the
agreement to subscribe for the Placing Shares and acknowledges and
agrees that none of the Joint Bookrunners, the Company, any of
their respective Affiliates or any person acting on behalf of any
of the foregoing will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to participate in the Placing, and agrees to
indemnify the Company and the Joint Bookrunners on an after -- tax
basis in respect of the same, on the basis that the Placing Shares
will be allotted to the CREST stock account of Peel Hunt who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
31 acknowledges that the Placing Shares will be issued subject
to the terms and conditions set out in this Announcement (including
this Appendix);
32 acknowledges that in order to ensure compliance with the
Money Laundering Regulations, each of the Joint Bookrunners (for
itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the Joint Bookrunners or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at the Joint Bookrunners' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form, may be retained at the Joint Bookrunners' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity, the
Joint Bookrunners (for themselves and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
33 acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with either of the Joint
Bookrunners, any money held in an account with the relevant Joint
Bookrunners on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by the relevant Joint Bookrunner in the course of
its business; and the Placee will rank only as a general creditor
of the relevant Joint Bookrunner;
34 acknowledges and understands that the Company, the Joint
Bookrunners and others will rely upon the truth and accuracy of the
foregoing agreements, acknowledgements, representations,
warranties, agreements and undertakings which are given to the
Joint Bookrunners and the Company and are irrevocable;
35 acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these terms and conditions;
36 acknowledges that the basis of allocation will be determined
by the Joint Bookrunners in their absolute discretion in
consultation with the Company. The right is reserved to reject in
whole or in part and/or scale back any participation in the
Placing;
37 irrevocably authorises the Company and the Joint Bookrunners
to produce this Announcement pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this Announcement;
38 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement including this
Appendix 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;
39 acknowledges that each of the Joint Bookrunners, and their
respective Affiliates, acting as an investor for its or their own
account(s) may subscribe for and/or purchase Placing Shares and, in
that capacity may retain, purchase, offer to sell or otherwise deal
for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
the Joint Bookrunners and/or any of their respective Affiliates
acting as investors for their own account(s). Each Placee further
acknowledges that the Joint Bookrunners and their respective
Affiliates may enter into financing arrangements and swaps with
investors in connection with which the Joint Bookrunners and any of
their respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. Neither the Joint 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;
40 if it is subscribing for the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
41 acknowledges that its participation in the Placing, these
terms and conditions and any contractual or non-contractual
obligations arising out of, or in relation to thereto, shall be
governed by and construed in accordance with English law and that
the courts of England shall have exclusive jurisdiction to hear and
decide any proceedings which may arise out of or in connection with
these terms and conditions, except that enforcement proceedings in
respect of the Placee's obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken
by the Joint Bookrunners or the Company in any jurisdiction.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Joint 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 Joint
Bookrunners or their respective Affiliates or any other person
acting on behalf of any of the foregoing 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 to this Announcement or the performance of its
obligations pursuant to this Announcement 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 Joint
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 Joint Bookrunners in the event that either of the Company
and/or either of the Joint 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 Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This Announcement 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 the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
The rights and remedies of the Joint 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 of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint 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.
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 retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Company's ordinary
shares may decline and investors could lose all or part of their
investment; the Company's ordinary shares offer no guaranteed
income and no capital protection; and an investment in the
Company's ordinary shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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
IOEKKBBNPBKDBQK
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April 02, 2020 11:47 ET (15:47 GMT)
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