TIDMMER
RNS Number : 7327H
Mears Group PLC
19 November 2018
19 November 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
Mears Group PLC
("Mears" or the "Group" or the "Company")
Acquisition of maintenance services business from Mitie Group
PLC ("Mitie")
Proposed placing to raise approximately GBP22.5 million
Mears, a leading service partner to the UK social housing and
care sectors, is pleased to announce that it has agreed to acquire
selected assets and contracts from within Mitie's Property
Management division (the "Acquisition").
The Company also announces today a placing of new ordinary
shares in the capital of the Company to raise approximately GBP22.5
million by way of an accelerated bookbuilding process. The proceeds
of the placing will be used to fund the initial cash consideration
for the Acquisition of GBP22.5 million.
Acquisition highlights
-- The business to be acquired provides reactive and planned
maintenance services to housing clients in the United Kingdom
(together "Mitie Housing").
-- The Acquisition consists of Mitie Property Management Limited
("MPM") and a newly formed company, MPS Housing Limited ("MPSH"),
into which selected assets and contracts of Mitie Property Services
(UK) Limited will be transferred.
-- The consideration for the Acquisition comprises initial cash
consideration of GBP22.5 million and deferred consideration of up
to GBP12.5 million, subject to the satisfaction of certain
conditions linked to earnings in the two year period following
completion.
-- The Acquisition reinforces Mears' market leading position,
providing synergy benefits and a broader UK national coverage, and
supports its growth strategy.
-- Mitie Housing is expected to increase Mears' continuing
annual revenue by at least GBP100 million and the Group order book
by circa GBP200 million and has a bid pipeline of circa GBP800
million with potential cross selling opportunities into the Mitie
Housing customer base.
-- The Acquisition is expected to be earnings accretive in 2019
and the mid term with scope to outperform.
-- The Acquisition is expected to complete on 30 November 2018.
Placing highlights
-- Proposed placing of 6,787,331 new ordinary shares of 1 penny
each in the Company (the "Placing Shares"), at a price of 331.5
pence per Placing Share (the "Placing Price"), to raise gross
proceeds of approximately GBP22.5 million (the "Placing"). The
Placing Shares will represent approximately 6.5 per cent. of the
Company's existing issued share capital.
The Placing is being conducted through an accelerated
bookbuilding process which will commence immediately following this
announcement in accordance with the terms and conditions set out in
the Appendix which forms part of this announcement (such
announcement and the Appendix together being the
"Announcement").
-- The proceeds of the Placing will be used to fund the initial
cash consideration of GBP22.5 million.
-- The Placing is fully underwritten by Peel Hunt LLP ("Peel Hunt").
Commenting on the Acquisition, David Miles, Chief Executive of
Mears, said:
"I am delighted with the acquisition of Mitie Housing which will
further strengthen Mears' market leadership and contract profile in
Social Housing. Given our strong operational platform and
differentiated service delivery, together with our proven ability
to turn around underperforming businesses, I am confident that we
will deliver significant improvements to Mitie Housing's contracts,
customers, tenants and employees. "
"I am looking forward to working with all of the staff who will
transfer over to Mears and building relationships with our new
clients."
Ends
For further information, contact:
Mears Group PLC www.mearsgroup.co.uk
David Miles, Chief Executive Tel: +44(0)7778 220 185
Officer
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
Alan Long, Executive Director Tel: +44(0)7979 966 453
Peel Hunt LLP www.peelhunt.com
Jock Maxwell Macdonald Tel: +44 (0)20 7418 8900
Sohail Akbar
Justin Jones
Buchanan Communications Ltd info@buchanan.uk.com
Mark Court Tel: +44(0)20 7466 5000
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014. The
person responsible for making this announcement on behalf of the
Company is Andrew Smith, Finance Director.
Note: Nothing in this announcement is intended to be, or is to
be construed as, a profit forecast or to be interpreted to mean
that earnings per Mears share for the current or future financial
years, or those of Mears following the Acquisition, will
necessarily match or exceed the historical earnings per Mears
share.
About Mears
Mears employs over 10,000 people and provides services in every
region of the UK. In partnership with its Housing clients, the
Group maintains, repairs and upgrades the homes of hundreds of
thousands of people in communities from remote rural villages to
large inner city estates. Mears has extended its activities to
provide broader housing solutions to solve the challenge posed by
the lack of affordable housing. Mears' Care teams provide support
to over 15,000 people a year, enabling the elderly and those living
with disabilities to continue living in their own homes.
Mears focuses on long-term outcomes for people and invests in
innovations that make a positive impact on placemaking, enhancing
people's quality of life and their communities' social, economic
and environmental wellbeing.
The Acquisition and Placing
The Company is pleased to announce that it has agreed to acquire
Mitie Housing for an initial cash consideration of GBP22.5 million
and deferred consideration of up to GBP12.5 million, subject to the
satisfaction of certain conditions linked to earnings in the two
year period following completion.
The Company also announces today a placing of new ordinary
shares in the capital of the Company to raise approximately GBP22.5
million by way of an accelerated bookbuilding process.
The proceeds of the Placing will be used to fund the initial
cash consideration for the Acquisition of GBP22.5 million.
Background on Mitie Housing and reasons for the Acquisition
Mitie Housing provides repairs and maintenance services to
social housing clients in the United Kingdom and has a market share
of circa 1.8 per cent. Mitie Housing comprises 14 branches with
current continuing annual revenues in excess of GBP100 million a
year. It has a secured order book valued at circa GBP200 million
extending to 2024 and a bid pipeline of circa GBP800 million.
Historically that business has traded at a small operating loss,
however the Board of Mears is developing a turnaround plan based on
Mears' understanding of the business and the experience it gained
from the turnaround of Morrison Facility Services which Mears
acquired in 2012.
Initial operating losses and mobilisation costs in 2018,
expected to be around GBP3.5 million, will be reported by Mears
within its normal trading results for the year ending 31 December
2018. The Board expects the Acquisition to be earnings accretive in
2019 and the mid term with scope to outperform expectations.
Mitie Housing has circa 1,000 employees who will transfer to
Mears on completion of the Acquisition.
In the year ended 31 March 2018, the operations and contracts of
Mitie Housing to be acquired by Mears generated unaudited
revenues(1) of circa GBP128 million and an unaudited operating
loss(1) of GBP0.8 million. Trading since that date has continued to
be loss making, partly due to the historic overhead base being too
large for the current level of revenues. Mitie Housing had
unaudited gross assets(1) of GBP35.8 million as at 31 March
2018.
(1) Based upon the aggregation of the audited financial
information of MPM and the unaudited management accounts of Mitie
Property Services (UK) Limited, in respect of the selected trade
and business assets which will be transferred into MPSH immediately
prior to completion of the Acquisition.
A turnaround plan is being developed by Mears and will be
implemented, deploying Mears' proven approach to such work and
contracts. Stage One of the plan will seek an immediate improvement
across all contracts through better workflow management using Mears
task teams which have substantial experience of achieving early
wins on underperforming contracts; this is expected to be done
within three months of completion. Stage Two of the plan includes
implementing Mears' customer service approach and IT systems,
providing a tighter commercial focus and better overhead recovery
in the mid-term, as well as improving client and customer
relationships. The Board believes that the operating margins of
Mitie Housing can be improved over the mid term to match Mears'
corresponding margins for such work.
Current trading
Trading at Mears' existing operations remains in line with Board
expectations for the full year ending 31 December 2018.
Details of the acquisition agreement
The consideration for the Acquisition comprises initial cash
consideration of GBP22.5 million and deferred consideration of up
to GBP12.5 million, subject to the satisfaction of certain
conditions linked to earnings in the two year period following
completion.
The Acquisition consists of Mitie Property Management Limited
("MPM") and a newly formed company, MPS Housing Limited ("MPSH"),
into which selected assets and contracts of Mitie Property Services
(UK) Limited will be transferred.
The Group has received customary warranty, non-compete and net
asset value comfort from Mitie plc in connection with the
Acquisition. It is a condition to the Acquisition that the
customary employee notifications take place as part of the transfer
to MPSH. Mitie has undertaken that this condition will be satisfied
by no later than 29 November 2018. Completion of the Acquisition is
otherwise conditional only upon admission of the Placing Shares by
the UKLA to listing on the Official List of the UK Listing
Authority and to trading on the London Stock Exchange's main market
for listed securities ("Admission").
Details of the Placing
The Company intends to raise GBP22.5 million pursuant to the
Placing of 6,787,331 Placing Shares at the Placing Price.
The Placing will be conducted by Peel Hunt LLP ("Peel Hunt") in
accordance with the terms and conditions set out in the Appendix to
this announcement. The bookbuilding process will determine demand
for and participation in the Placing. The bookbuilding will
commence with immediate effect and the books are expected to close
no later than 4:30pm on 19 November 2018. However, Peel Hunt
reserves the right to close the books earlier or later without
further notice.
The timing of the closing of the books is at the absolute
discretion of Peel Hunt in consultation with the Company. The
allocations will be determined by Peel Hunt following consultation
with the Company and will be confirmed to Placees orally by Peel
Hunt following the close of the bookbuilding process. A further
announcement will be made following completion of the bookbuilding
process.
Peel Hunt and the Company have entered into a placing agreement
(the "Placing Agreement") under which, subject to the conditions
set out therein, Peel Hunt will agree to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. In the event that Peel Hunt fails to procure Placees
for proceeds of GBP22.5 million (or such other number as agreed by
the Company and Peel Hunt), then subject to the satisfaction (or
waiver) of the conditions in the Placing Agreement, Peel Hunt
agrees that it shall itself as principal subscribe for, upon the
terms and conditions set out in the Appendix, any such shortfall of
the Placing Shares not so taken up at the Placing Price. Members of
the public are not entitled to participate in the Placing.
The Placing is conditional, inter alia, upon:
-- the Placing Agreement having become unconditional in all
respects (save for any conditions relating to Admission) and not
having been terminated in accordance with its terms; and
-- Admission of the Placing Shares taking place by no later than
8.00 a.m. on 21 November 2018 (or such later date as the Company
and Peel Hunt may agree, being not later than 23 November
2018).
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from 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 as to matters relating to the Company and its
business and a customary indemnity from the Company to Peel Hunt 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 to terminate the Placing
in certain limited circumstances.
The Placing Shares will represent approximately 6.5 per cent. of
the existing issued share capital. 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 will be made for the Placing Shares to be admitted
to the Official List of the UK Listing Authority and to trading on
the London Stock Exchange's main market for listed securities. It
is expected that Admission will become effective and that dealings
in the Placing Shares, if any, will commence on or around 21
November 2018.
The terms and conditions of the Placing are set out in the
Appendix to this announcement.
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for, any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities
Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States absent
registration under the Securities Act or an available exemption
from, or as part of a transaction not subject to, the registration
requirements of the Securities Act and in each case, in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United
States.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive 2003/71/EC, as amended
from time to time, including by Directive 2010/73/EC to the extent
implemented in the relevant member state and includes any relevant
implementing directive measure in any member state (the "Prospectus
Directive") from the requirement to produce a prospectus. No
prospectus will be made available in connection with the matters
contained in this announcement and no such prospectus is required
(in accordance with the Prospectus Directive) to be published.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix to this Announcement are for information purposes only
and are directed only at: (a) persons in Member States of the
Economic European Area who are qualified investors within the
meaning of article 2(1)(e) of the Prospectus Directive ("Qualified
Investors"); and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons"). This Announcement must
not be acted on or relied on by persons who are not Relevant
Persons.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement may include certain "forward-looking
statements" and "forward-looking information" under applicable
securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterised
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", and other similar words, or statements
that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required
third party regulatory and governmental approvals will be
obtained.
Many of these assumptions are based on factors and events that
are not within the control of the Company and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements include changes in market conditions and
other risk factors discussed or referred to in this announcement
and other documents filed with the applicable securities regulatory
authorities. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom. Peel Hunt is acting
exclusively for the Company and no one else in connection with the
bookbuilding process and the Placing, and Peel Hunt will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the bookbuilding process or the
Placing or any other matters referred to in this Announcement.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Peel
Hunt or by any of their respective affiliates, advisers, 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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.
The price of shares in the Company and any income expected from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares in the Company.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Peel Hunt 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's Main Market for listed securities.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT LLP (THE "BOOKRUNNER" OR "PEEL HUNT") WHO ARE (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
"QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF EU DIRECTIVE
2003/71/EC AS AMED (THE "PROSPECTUS DIRECTIVE") AND (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO
(D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA")
OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. BY ACCEPTING THE TERMS OF THIS DOCUMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
The new Ordinary Shares (as defined below) in the capital of the
Company that are the subject of the Placing (as defined below) (the
"Placing Shares") have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration, except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States.
This document does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction in which such offer or solicitation is or may be
unlawful (a "Prohibited Jurisdiction"). This document and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by Mears plc (the "Company"), the Bookrunner
or any of their respective Affiliates (as defined below) that would
permit an offer of the Placing Shares or possession or distribution
of this document or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this document are required to inform
themselves about and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this document should seek appropriate advice before taking any
action.
Any indication in this document of the price at which the
Ordinary Shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this document is intended to be a profit forecast and
no statement in this document should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA") and is acting exclusively
for the Company and no one else in connection with the Placing and
will not be responsible to anyone (including any Placees (as
defined below)) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to herein.
Peel Hunt shall not be considered to make any representation to any
Placees regarding an investment in the Placing Shares.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to take up Placing Shares is
deemed to have read and understood this document in its entirety
(including this Appendix) and to be providing the representations,
warranties, undertakings, agreements and acknowledgements contained
herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A
PURCHASE OF PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the
"Placing Agreement") with the Bookrunner. Pursuant to the Placing
Agreement, the Bookrunner has, subject to the terms set out
therein, agreed as agent of the Company to use reasonable
endeavours to procure Placees for up to 6,787,331 Placing Shares at
the Placing Price (as defined below) (the "Placing").
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares in the capital of the Company ("Ordinary
Shares"), including, subject only to Admission (as defined below),
the right to receive all dividends and other distributions
declared, made or paid in respect of the Ordinary Shares after the
date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA and to London Stock Exchange plc ("London Stock Exchange") for
admission of the Placing Shares to trading on its main market for
listed securities (the "Applications") ("Admission"). It is
expected that Admission will become effective on or around 8.00
a.m. on 21 November 2018 and that dealings in the Placing Shares
will commence at that time.
Participation in, and principal terms of, the Placing
Peel Hunt is arranging the Placing as bookrunner and agent of
the Company. The Bookrunner and each of its respective Affiliates
are entitled to participate as a Placee.
The placing price will be a single price of 331.5 pence per new
Placing Share (the "Placing Price") and will be payable by all
Placees.
The Bookrunner will re-contact and confirm orally to Placees the
size of their respective allocations and a trade confirmation will
be despatched as soon as possible thereafter. The Bookrunner's oral
confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute a legally binding
agreement upon each such Placee to subscribe for the number of
Placing Shares allocated to the Placee at the Placing Price on the
terms and conditions set out in this document and in accordance
with the Company's articles of association and each Placee will be
deemed to have read and understood this document (including this
Appendix) in its entirety.
The Bookrunner reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Bookrunner also reserves
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
of offers shall be at the absolute discretion of the Bookrunner.
The Company reserves the right (upon agreement with the Bookrunner)
to reduce or seek to increase the amount to be raised pursuant to
the Placing.
In the event that the Bookrunner fails to procure Placees for
gross proceeds of GBP22.5 million (or such other number as agreed
by the Company and the Bookrunner), then subject to the
satisfaction (or waiver) of the conditions in the Placing
Agreement, the Bookrunner agrees that it shall itself as principal
acquire, upon the terms and conditions set out in this Appendix,
any such shortfall of the Placing Shares not so taken up.
To the fullest extent permissible by law, none of the Company,
the Bookrunner, nor any holding company thereof, any subsidiary
thereof, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the
Company, the Bookrunner, any of their respective Affiliates nor any
person acting on their behalf shall have any responsibility or
liability (including, to the extent legally permissible, any
fiduciary duties), in respect of the Bookrunner's conduct of the
Placing as the Bookrunner and the Company may determine. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
An order placed in relation to the Placing 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 Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee's obligations will be owed to the Company and to the
Bookrunner. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and the Bookrunner as agent
of the Company, to pay to the Bookrunner (or as the Bookrunner may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire.
As soon as reasonably practicable following the release of this
announcement (but in any event no later than 5.00 p.m. on the day
of publication of this announcement), the Bookrunner shall
determine the final allocation of the Placing Shares following
consultation with the Company. The number of Placing Shares to be
issued will be announced on a Regulatory Information Services
("RIS") following the completion of the Placing (the "Placing
Results Announcement").
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner under the Placing Agreement
are conditional, inter alia, upon each of the following:
1. the Company complying with its obligations under the Placing
Agreement and the terms of the Placing to the extent that they fall
to be performed or satisfied prior to Admission;
2. the representations and warranties on the part of the Company
in the Placing Agreement being true and accurate and not misleading
as of the date of the Placing Agreement and immediately prior to
Admission by reference to the facts and circumstances then
subsisting;
3. there not having occurred, in the Bookrunner's opinion
(acting in good faith), a material adverse change in, inter alia,
the business or prospects of the Company or its subsidiary
undertakings (whether or not foreseeable at the date of the Placing
Agreement) between the date of the Placing Agreement and
Admission;
4. the agreement entered into by the Company and Mitie Group PLC
in respect of the Acquisition (the "Acquisition Agreement") not
having been terminated or rescinded before Admission;
5. the Acquisition Agreement having become unconditional in all
respects subject only to Admission; and
6. Admission taking place not later than 8.00 a.m. on 21
November 2018 or such later date as is agreed in writing between
the Company and the Bookrunner, but in any event not later than
8.00 a.m. on 23 November 2018.
If (a) the conditions are not fulfilled (or, to the extent
permitted under the Placing Agreement, waived by the Bookrunner),
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 Bookrunner nor any of its respective Affiliates shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Bookrunner.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
The Bookrunner may, at any time before Admission, terminate the
Placing Agreement in accordance with its terms by giving notice to
the Company and after such consultation with the Company as shall
be practicable in the circumstances, if, inter alia:
7. the Company is in breach of any warranty in the Placing Agreement;
8. any warranty in the Placing Agreement would be untrue,
inaccurate or misleading if it were to be repeated at any time
prior to Admission;
9. a matter or circumstance has arisen which would be likely to
give rise to a claim under an indemnity in the Placing Agreement
given by the Company in favour of the Bookrunner;
10. any statement in the Placing Documents (as defined in the
Placing Agreement) has become, or an omission in the Placing
Documents results in them being, untrue, inaccurate in any material
respect or misleading;
11. a material adverse change in, inter alia, the business or
prospects of the Company or its subsidiary undertakings has
occurred after entry into the Placing Agreement (whether or not
foreseeable at the date of the Placing Agreement).
By participating in the Placing, each Placee agrees with the
Bookrunner that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that the
Bookrunner need not make any reference to the Placees in this
regard and that, to the fullest extent permitted by law, the
Bookrunner shall have no liability whatsoever to the Placees in
connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this document and any Exchange Information
(as defined below) publicly announced to a RIS by or on behalf of
the Company on or prior to the date of this document. Each Placee,
by accepting a participation in the Placing, agrees that the
content of this document is exclusively the responsibility of the
Company and confirms to the Bookrunner and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Company, the
Bookrunner (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any of their respective
Affiliates or any persons acting on their behalf and none of the
Company, the Bookrunner, any of their respective Affiliates nor any
persons acting on their behalf will be liable for the decision of
any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB0005630420) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Bookrunner reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, if, in their opinion, delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this document or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a contract note confirming the trade and stating the number of
Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by such Placee to the Bookrunner and settlement
instructions (the "Contract Note"). The terms of this Appendix
shall be deemed to be incorporated in that Contract Note. Placees
should settle against CREST ID: 871. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with the
Bookrunner.
It is expected that each Contract Note will be despatched on 19
November 2018 and that this will also be the trade date. It is
expected that settlement will be on 21 November 2018 on a DVP basis
in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Bookrunner.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's own account and
profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable for
any shortfall below the aggregate amount owed by such Placee and it
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Bookrunner 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):
12. represents and warrants that it has read and understood this
document in its entirety (including this Appendix) and acknowledges
that its participation in the Placing will be governed by the terms
of this document (including this Appendix);
13. acknowledges that no prospectus or offering document has
been or will be prepared in connection with the Placing and it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
14. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Bookrunner, their respective Affiliates
and any person acting on their behalf from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this document and further agrees that the
provisions of this document shall survive after completion of the
Placing;
15. acknowledges that the Ordinary Shares are listed on the
premium segment of the Official List of the FCA and admitted to
trading on the London Stock Exchange's Main Market for listed
securities, and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the FCA and London Stock Exchange
(collectively, the "Exchange Information"), and further
acknowledges that it is able to obtain or access the Exchange
Information without undue difficulty;
16. acknowledges that none of the Company, the Bookrunner, nor
any of their respective Affiliates nor any person acting on their
behalf has provided, and will not provide, it with any material or
information regarding the Placing Shares or the Company; nor has it
requested any of the Company, the Bookrunner, nor any of their
respective Affiliates nor any person acting on their behalf to
provide it with any such material or information;
17. acknowledges that the content of this document is
exclusively the responsibility of the Company and that neither the
Bookrunner, nor any of its respective Affiliates nor any person
acting on its or their behalf will be responsible for or shall have
any liability for any information, representation or statement
relating to the Company contained in this document or any
information previously published by or on behalf of the Company and
the Bookrunner, nor any of its respective Affiliate nor any person
acting on its or their behalf will be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this document or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing to subscribe for the Placing
Shares is contained in this document and any Exchange Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it
has relied on its own investigation with respect to the Placing
Shares and the Company in connection with its decision to subscribe
for the Placing Shares and acknowledges that it is not relying on
any investigation that the Bookrunner, any of its respective
Affiliates or any person acting on its or their behalf may have
conducted and none of such persons has made any representations to
it, express or implied, with respect thereto;
18. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its Affiliates, taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
19. if it is a pension fund or investment company, represents
and warrants that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;
20. except as set out in clause 10 below, represents and
warrants that it has neither received nor relied on any "inside
information" (for the purposes of Regulation No s96.2014 on market
abuse ("MAR") and section 56 of the Criminal Justice Act 1993)
concerning the Company prior to or in connection with accepting
this invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
21. if it has received any "inside information" (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
22. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Bookrunner, its respective Affiliates or any person acting
on their or any of its respective Affiliates' behalf and
understands that (i) neither the Bookrunner, nor any of its
respective Affiliates nor any person acting on their behalf has or
shall have any liability for public information or any
representation; (ii) neither the Bookrunner, nor any of its
respective Affiliates, nor any person acting on their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) neither the Company, the Bookrunner, nor any of their
respective Affiliates, nor any person acting on their behalf makes
any representation or warranty, express or implied, as to the
truth, accuracy, adequacy or completeness of such information,
whether at the date of publication, the date of this document or
otherwise;
23. represents and warrants that (i) it (and any person acting
on its behalf) is entitled to acquire the Placing Shares under the
laws and regulations of all relevant jurisdictions which apply to
it; (ii) it has fully observed such laws and regulations and
obtained all such governmental and other guarantees and other
consents and authorities which may be required thereunder
(including, without limitation, in the case of any person on whose
behalf it is acting, all guarantees, consents and authorities to
agree to the terms set out or referred to in this document) and
complied with all necessary formalities to enable it to enter into
the transactions contemplated hereby and to perform its obligations
in relation thereto; (iii) it has all necessary capacity and
authority to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour such
obligations; (iv) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; and (v)
it has not taken any action which will or may result in the
Company, the Bookrunner, any of their respective Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing;
24. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act;
25. represents and warrants that the Placing Shares have not
been offered to it by means of any "directed selling efforts"as
defined in Regulation S;
26. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except pursuant to an exemption from registration under the
Securities Act;
27. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person,
(i) it is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person and (ii) it is and will remain liable to the
Company and/or the Bookrunner for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph 14 shall survive the resale
of the Placing Shares by or on behalf of any person for whom it is
acting;
28. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the EEA which has implemented the
Prospectus Directive other than qualified investors, or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale;
29. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the EEA except in circumstances falling within
Article 3(2) of the Prospectus Directive which do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Directive;
30. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this document has not been approved by the Bookrunner in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised
person;
31. represents and warrants that it is aware of and has
complied, and will comply, with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United Kingdom;
32. represents and warrants that it has complied with its
obligations under MAR and, in connection with money laundering and
terrorist financing, under the Criminal Justice Act 1993, section
118 of FSMA, the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism
Crime and Security Act 2001, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
33. acknowledges that the Company and/or the Bookrunner may hold
and process personal data (as defined in the General Data
Protection Regulation (EU) 2016/679 (the "GDPR")) relating to past
and present shareholders, and it agrees that such personal data
relating to Placees may be processed (as defined in the GDPR) by
the Company and/or the Bookrunner for the following purposes,
being: (i) process its personal data to the extent and in such
manner as is necessary for the performance of their obligations
under the contractual arrangements between them, including as
required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and
money laundering checks on it; (b) communicate with it as necessary
in connection with its affairs and generally in connection with its
holding of Ordinary Shares; (c) provide personal data to such third
parties as the Company and/or the Bookrunner may consider necessary
in connection with its affairs and generally in connection with its
holding of Ordinary Shares or as the GDPR may require, including to
third parties outside the EEA; (d) without limitation, provide such
personal data to their respective affiliates for processing,
notwithstanding that any such party may be outside the EEA; and (e)
process its personal data for the Company's and/or the Bookrunner's
internal administration;
34. if in the United Kingdom, represents and warrants that it is
(a) a person falling within Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
35. if in a member state of the EEA, represents and warrants
that it is a qualified investor, being a person falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
36. 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;
37. 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;
38. represents and warrants that it has the funds available to
pay for the Placing Shares for which it has agreed to subscribe and
acknowledges, agrees and undertakes that it (and any person acting
on its behalf) will pay for the Placing Shares acquired by it in
accordance with this document on the due time and date set out
herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other Placees or
sold as either Bookrunner may, in its absolute discretion,
determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this document) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
39. acknowledges that neither the Bookrunner, nor any of its
Affiliates nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing and that its participation in the Placing is on the basis
that it is not and will not be a client of the Bookrunner, and
acknowledges that neither the Bookrunner, nor any of their
Affiliates nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of the Bookrunner's rights
and obligations thereunder, including any right to waive or vary
any condition or exercise any termination right contained
therein;
40. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) the
Bookrunner nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement and (iii) the
Placee and any person acting on its behalf agrees to acquire the
Placing Shares and it agrees to indemnify on an after-tax basis and
hold harmless the Company, the Bookrunner and their respective
Affiliates in respect of the same on the basis that the Placing
Shares will be allotted to the CREST stock account of the
Bookrunner which will hold them as settlement agent as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
41. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or the Bookrunner in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
42. acknowledges that it irrevocably appoints any director of
the Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
43. represents and warrants that it is not, and any person who
it is acting on behalf of is not, and at the time the Placing
Shares are subscribed will not be a resident of, or with an address
in, or subject to the laws of, any Prohibited Jurisdiction and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be cleared in respect of the
Placing Shares under the securities legislation of any Prohibited
Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Prohibited Jurisdiction;
44. acknowledges that, in connection with the Placing, the
Bookrunner and any of its Affiliates acting as an investor for its
own account may take up Placing Shares in the Company and in that
capacity may take up, retain, purchase or sell for its own account
such Ordinary Shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Neither the Company nor the Bookrunner intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
45. represents and warrants that any person who confirms to the
Bookrunner on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises the Bookrunner to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
46. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Bookrunner will be
responsible. If this is the case, the Placee should take its own
advice and notify the Bookrunner accordingly;
47. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
document (including this Appendix);
48. acknowledges that the basis of allocation of the Placing
Shares will be determined by the Bookrunner at their absolute
discretion. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing;
49. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the Bookrunner, any money held
in an account with the Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of its business; and
the Placee will rank only as a general creditor of the
Bookrunner;
50. acknowledges and understands that the Company, the
Bookrunner, and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements, and it agrees that if any of the representations,
warranties, agreements, undertakings and acknowledgements made is
no longer accurate, it shall promptly notify the Company and the
Bookrunner;
51. irrevocably authorises the Company and the Bookrunner to
produce this document pursuant to, in connection with, or as maybe
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein; and
52. that its commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Bookrunner (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 Bookrunner,
their respective Affiliates or any other person acting on behalf of
any of such persons by a Placee to recover any damage, cost, charge
or expense which it may suffer or incur by reason of or arising
from the carrying out by it of the work to be done by it pursuant
hereto or the performance of its obligations hereunder or otherwise
in connection with the Placing.
No stamp duty or stamp duty reserve tax should be payable in the
United Kingdom 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 Bookrunner 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 Bookrunner in the event
that any of the Company and/or the Bookrunner 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 United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares.
All times and dates in this document may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any such changes.
This document has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company nor the Bookrunner owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner or any of its
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Bookrunner and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Bookrunner:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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
MSCQKLBFVFFEFBK
(END) Dow Jones Newswires
November 19, 2018 02:01 ET (07:01 GMT)
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