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RNS Number : 7265U
Sanne Group PLC
07 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, ARE FOR
INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES AND DO NOT CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION IN RESPECT OF SANNE GROUP PLC. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
7 April 2021
Acquisition and Proposed Placing of New Ordinary Shares
Sanne Group plc ("Sanne" or the "Company", together with its
subsidiary undertakings the "Group"), the global provider of
alternative asset and corporate services, today announces its
intention to raise approximately GBP80m by way of a placing of new
ordinary shares in the capital of the Company (the "Placing
Shares") to institutional investors (the "Placing"), representing
approximately c.8.5% of the Company's existing issued share capital
(excluding treasury shares).
The Placing is being conducted, subject to the satisfaction of
certain conditions set out in the Appendix to this announcement,
through an accelerated bookbuilding process (the "Bookbuild") which
will be launched immediately following the release of this placing
announcement (the "Announcement") and will be made available to
both eligible existing institutional shareholders and new
institutional investors. Jefferies International Limited
("Jefferies") and J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P.
Morgan") are acting as Joint Global Coordinators and Joint
Bookrunners in connection with the Placing (the "Banks").
The Company has today separately announced the acquisition of
STRAIT Capital Company Ltd ("STRAIT"), a leading North American
private equity and hedge fund administration business headquartered
in Dallas. The acquisition has been agreed with an upfront
consideration of $32 million, of which c.30 per cent will be
payable in Sanne shares, in addition to an earn-out component
consisting of cash and Sanne shares, based on financial performance
up to 31 March 2022, which is capped at $13 million .
Use of Proceeds
Acceleration of growth through selected acquisitions is an
integral part of the Group's strategy and has provided a meaningful
contribution to the Company's financial performance and strategic
development since IPO. In line with this strategy, over the last 12
months, Sanne has acquired six businesses, including the
acquisition of STRAIT, announced separately today and the recent
acquisitions of Private Equity Administrators and Alternative
Assets Accounting Software Inc.. The net proceeds of the Placing
will better position Sanne to continue its disciplined acquisition
strategy, enhancing the Group's financial flexibility and
competitiveness.
Terms of the Placing
Jefferies and J.P. Morgan are acting as Joint Global
Coordinators and Joint Bookrunners in connection with the Placing
pursuant to an agreement entered into between the Company,
Jefferies and J.P. Morgan dated 7 April 2021 (the "Placing
Agreement").
The Bookbuild will open with immediate effect following this
Announcement. The number of Placing Shares and the price at which
the Placing Shares are to be placed will be agreed by Jefferies,
J.P. Morgan and Sanne at the close of the Bookbuild.
The Banks will determine the level of demand from potential
investors for participation in the Placing. Any discount to the
market price of the ordinary shares will be determined within the
limits specified by the Listing Rules of the Financial Conduct
Authority (the "FCA"), as published pursuant to Part 6 of the
Financial Services and Markets Act 2000. The timing of the closing
of the Bookbuild and the decision to proceed with the Placing after
the Bookbuild shall be at the absolute discretion of the Banks in
consultation and agreement with the Company.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Jefferies
or J.P. Morgan. The Placing will be non-pre-emptive.
The Bookbuild is expected to close no later than 6:00 p.m.
(London time) on 7 April 2021 subject to acceleration. However, the
timing of the closing of the Bookbuild and the final number,
pricing and allocation of Placing Shares to be issued, are to be
determined at the discretion of the Company, Jefferies and J.P.
Morgan. A further announcement will be made following closing of
the Placing, confirming the final details of the fundraising.
The Placing is subject to the conditions and termination rights
set out in the Placing Agreement. Further details of the Placing
Agreement can be found in the terms and conditions contained in the
Appendix to this Announcement (which forms part of this
Announcement).
To bid for Placing Shares in the Placing, investors should
communicate their bid by telephone to Jefferies or J.P. Morgan. If
the number of applications exceeds the maximum number of Placing
Shares available under the Placing it may be necessary to scale
back applications. In such event, Placing Shares will be allocated
at the discretion of the Banks in consultation with the Company.
The Banks may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
The Placing Shares will, when issued, be subject to the
Company's articles of association. They will be credited as fully
paid and will rank pari passu in all respects with each other and
with the existing ordinary shares in issue in the capital of the
Company, including the right to receive all future dividends and
other distributions declared, made or paid on or in respect of such
ordinary shares after the date of issue of the Placing Shares. The
issue and allotment of the Placing Shares is within the existing
authorities of the Board of Sanne.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of London Stock Exchange plc (together,
"Admission"). Subject to Admission becoming effective, it is
expected that settlement for the Placing Shares and Admission will
take place at 8.00 a.m. on 12 April 2021. The Placing is
conditional, inter alia, upon Admission becoming effective not
later than 8.00 a.m. on 12 April 2021 (or such later date as the
Company, Jefferies and J.P. Morgan may otherwise agree) and upon
the Placing Agreement becoming unconditional and not being
terminated in accordance with its terms prior to Admission.
The above proposed dates may be subject to change at the
discretion of the Company, Jefferies and J.P. Morgan.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors 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 in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix. The detailed terms and conditions of the Placing are
set out in the Appendix to this Announcement. Investors should also
read and understand the information provided in the Important
Notice in the next section of this Announcement.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019.
Enquiries:
Tulchan Communications LLP +44 (0) 20 7353 4200
Tom Murray
Harry Cameron
Sanne Group plc +44 (0) 20 3327 9720
Martin Schnaier, Chief Executive Officer
James Ireland, Chief Financial Officer
Jefferies - Global Coordinator and Bookrunner +44 (0) 20 7029
8000
Simon Hardy
Lee Morton
Will Brown
J.P. Morgan - Global Coordinator and Bookrunner +44 (0) 20 7742
4000
Nicholas Hall
Edward Digby
Ravin Mehta
IMPORTANT NOTICE
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
AMED, 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.
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, 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, 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 Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any 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 except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being
offered and sold (a) outside the United States in "offshore
transactions" as defined in, and pursuant to, Regulation S under
the US Securities Act ("Regulation S") or (b) in the in the United
States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A of the US Securities
Act) in transactions not involving any "public offering" within the
meaning of Section 4(a)(2) of the US Securities Act and/or pursuant
to an exemption from the registration requirements of the US
Securities Act. There is no intention to conduct any public
offering of securities in the United States or elsewhere.
No prospectus has been filed with any securities commission or
other securities regulatory authorities in any jurisdiction in
Canada in connection with the offer or sale of the Placing Shares.
Any offer and sale of the Placing Shares in Canada is being made on
a private placement basis only and is exempt from the requirement
that the company prepares and files a prospectus under applicable
Canadian securities laws. Any resale of the Placing Shares into
Canada must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon this announcement or the merits of the
Placing Shares. Any representation to the contrary is an offense.
This announcement is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering
of the placing shares in Canada.
All offers of Placing Shares will be made pursuant to an
exemption under the Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal Act) 2018
(" UK Prospectus Regulation " together with the EU Prospectus
Regulation, the "Prospectus Regulation"), each as amended from time
to time, 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 Regulation) to be published.
Persons needing advice should consult an independent financial
adviser.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) if in a Member State of the European Economic Area,
qualified investors within the meaning of article 2(e) of the EU
Prospectus Regulation; or (b) if in the United Kingdom, qualified
investors within the meaning of article 2(e) of the UK Prospectus
Regulation who are also (i) persons who fall within the definition
of "investment professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order, or (c) if resident in Canada,
persons who (i) qualify as an "accredited investor" within the
meaning of Section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") of the Canadian Securities Administrators
or subsection 73.3(1) of the Securities Act (Ontario), as
applicable, and are either purchasing the Placing Shares as
principal for its own account, or are deemed to be purchasing the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) are not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) qualify as a "permitted client"
within the meaning of National Instrument 31-103 - Registration
Requirements, Exemptions And Ongoing Registrant Obligations of the
Canadian Securities Administrators; and (iv) are entitled under
applicable Canadian securities laws to purchase the Placing Shares
without the benefit of a prospectus under such securities laws, or
(d) persons to whom it may otherwise be lawfully communicated (all
such persons together being the "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons.
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
and/or the Banks that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
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.
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
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Notice to all investors
Jefferies is authorised and regulated in the United Kingdom by
the FCA. J.P. Morgan is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the FCA
and the PRA. Each of the Banks are acting exclusively for the
Company in connection with the Placing. Neither Bank will regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to 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 transaction, matter or arrangement
described in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed upon either Bank by FSMA
or the regulatory regime established thereunder, neither Bank nor
any of their respective affiliates, directors, officers, employees,
agents or advisers accepts any responsibility whatsoever, and no
representation or warranty, express or implied, is made or
purported to be made by any of them, or on their behalf, for or in
respect of the contents of this Announcement, including its
accuracy, completeness, verification or sufficiency, or concerning
any other document or statement made or purported to be made by it,
or on its behalf, in connection with the Company, the Placing
Shares, the Placing, and nothing in this Announcement is, or shall
be relied upon as, a warranty or representation in this respect,
whether as to the past or future. Each of the Banks and each of
their respective affiliates directors, officers, employees, agents
and advisers disclaim, to the fullest extent permitted by law, all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
Announcement or any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or either
Bank. Subject to the Listing Rules, the Prospectus Regulation Rules
and the Disclosure Guidance and Transparency Rules of the FCA, the
issue of this Announcement shall not, in any circumstances, create
any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information
in it is correct as at any subsequent date.
Cautionary statement regarding forward-looking statements
This Announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in this
Announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of this
Announcement. Except as required by law, the Company undertakes no
obligation to publicly release any update or revisions to the
forward-looking statements contained in this Announcement to
reflect any change in events, conditions or circumstances on which
any such statements are based after the time they are made.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK 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 defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through
all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) 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 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 Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; 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.
EU Product Governance Requirements
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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such 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 "MiFID II Target Market Assessment"). Notwithstanding
the MiFID II 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 MiFID II 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.
Jersey Law Disclosures
A copy of this document has been delivered to the registrar of
companies in accordance with Article 5 of the Companies (General
Provisions) (Jersey) Order 2002, and the registrar has given, and
has not withdrawn, consent to its circulation.
The Jersey Financial Services Commission has given, and has not
withdrawn, its consent under Article 2 of the Control of Borrowing
(Jersey) Order 1958 to the issue of securities in the Company.
It must be distinctly understood that, in giving these consents,
neither the registrar of companies nor the Jersey Financial
Services Commission takes any responsibility for the financial
soundness of the Company or for the correctness of any statements
made, or opinions expressed, with regard to it.
Appendix 1 - Terms and Conditions of the Placing for invited
Placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK PROSPECTUS REGULATION WHO ARE ALSO (I) PERSONS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (C) PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED ("RELEVANT
PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH QUALIFIED INVESTORS IN MEMBER STATES OF THE
EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF
THE EEA WHO ARE NOT QUALIFIED INVESTORS OR IN THE UNITED KINGDOM
WHO ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION,
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD BY THE COMPANY (A) OUTSIDE THE UNITED STATES
IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO, REGULATION
S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO
PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS"
(AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN TRANSACTIONS NOT
INVOLVING ANY "PUBLIC OFFERING" WITHIN THE MEANING OF SECTION
4(A)(2) OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING
OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN
THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
NO PROSPECTUS HAS BEEN FILED WITH ANY SECURITIES COMMISSION OR
OTHER SECURITIES REGULATORY AUTHORITIES IN ANY JURISDICTION IN
CANADA IN CONNECTION WITH THE OFFER OR SALE OF THE PLACING SHARES.
ANY OFFER AND SALE OF THE PLACING SHARES IN CANADA IS BEING MADE ON
A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT
THAT THE COMPANY PREPARES AND FILES A PROSPECTUS UNDER APPLICABLE
CANADIAN SECURITIES LAWS. ANY RESALE OF THE PLACING SHARES INTO
CANADA MUST BE MADE IN ACCORDANCE WITH APPLICABLE CANADIAN
SECURITIES LAWS, WHICH MAY VARY DEPING ON THE RELEVANT
JURISDICTION, AND WHICH MAY REQUIRE RESALES TO BE MADE IN
ACCORDANCE WITH CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS, IN A TRANSACTION EXEMPT
FROM THE PROSPECTUS REQUIREMENTS OR OTHERWISE UNDER A DISCRETIONARY
EXEMPTION FROM THE PROSPECTUS REQUIREMENTS GRANTED BY THE
APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY. THESE
RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO
RESALES OF THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO
PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. THIS ANNOUNCEMENT
DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR
IN A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. NO
SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED
OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS OF THE
PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENSE.
THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, A PROSPECTUS, AN ADVERTISEMENT OR A PUBLIC OFFERING
OF THE PLACING SHARES IN CANADA.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, the Republic of South
Africa or Japan or in any jurisdiction in which such publication or
distribution is unlawful (each a "Restricted Territory"). The
distribution of this Announcement and the Placing and/or the offer
or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, either
of the Banks, any of its or their respective Affiliates or any
person acting on its or their behalf which would permit an offer of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of FSMA does
not apply.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
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 either
Bank, any of their respective Affiliates or any person acting on
its or their behalf 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 party or
its advisers, and any liability therefore is expressly
disclaimed.
The Banks are acting exclusively for the Company and no one else
in connection with the Placing and for no-one else and is not, and
will not be, responsible to anyone (including the Placees) other
than the Company for providing the protections afforded to its
clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement.
None of the Company, the Banks, any of its or their respective
Affiliates nor any person acting on its or their behalf makes any
representation or warranty, express or implied, to any Placees
regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee
should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing
Shares.
Pursuant to section 3A.3 of National Instrument 33-105 -
Underwriting Conflicts ("NI 33-105"), the Banks are not required to
comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this
Placing.
Capitalised terms used but not defined herein shall have the
meanings given to them in Appendix 2 of this Announcement.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) if it is in the United Kingdom it is a Relevant Person and
if it is in a Member State of the EEA it is a Qualified Investor,
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;
(b) it is and, at the time the Placing Shares are acquired, will
be, (i) outside the United States and acquiring the Placing Shares
in an "offshore transaction" as defined in, and in accordance with,
Rule 903 of Regulation S under the Securities Act or (ii) (a) a QIB
and (b) subscribing for the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements under the Securities Act; acknowledging that the
Placing Shares have not been, and will not be, registered under the
Securities Act or with any State or other jurisdiction of the
United States; if acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares
acquired 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a Member State of the EEA to Qualified
Investors or in the United Kingdom to Relevant Persons, or in
circumstances in which the prior consent of the Banks has been
given to each such proposed offer or resale; and
(d) if it is resident in Canada, it is (a) an "accredited
investor" within the meaning of Section 1.1 of National Instrument
45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian
Securities Administrators or subsection 73.3(1) of the Securities
Act (Ontario) (The "OSA"), as applicable, and is either purchasing
the Placing Shares as principal for its own account, or is deemed
to be purchasing the Placing Shares as principal for its own
account in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution;
(b) not created or used solely to purchase or hold the Placing
Shares as an accredited investor under NI 45-106; (c) a "permitted
client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions And Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following publication of this Announcement, the Banks will
commence the Bookbuild to determine demand for participation in the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint global co-ordinators and joint
bookrunners in connection with the Placing. The Banks have today
entered an agreement with the Company (the "Placing Agreement")
under which, subject to the conditions set out therein, each of the
Banks, each as agent for and on behalf of the Company, has agreed
to use its respective reasonable endeavours to procure Placees for
the Placing Shares at a Placing Price determined following
completion of the Bookbuild, and, subject to agreement with the
Company as to the number and price of the Placing Shares to be
placed with the Placees, to the extent that any Placee procured by
a Bank fails to pay and subscribe for the Placing Shares allocated
to it in the Placing and which it has agreed to pay and subscribe
for, to subscribe for those Placing Shares for which the Company
has not received payment at the agreed price.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of an agreement between the Company and the Banks
recording the final details of the Placing (the "Terms of
Placing").
The timing of the closing of the book, pricing and allocations
are at the discretion of the Company and the Banks. Details of the
final Placing Price and the final number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 14,653,464 Ordinary Shares, representing
approximately 9.9% of the Company's existing issued ordinary share
capital.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing 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. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
Application for admission to trading
The Company will apply to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA and to the London Stock Exchange for admission to trading of
the Placing Shares on its main market for listed securities. It is
expected that Admission will become effective at 8.00 a.m. (London
time) on 12 April 2021 (or such later date as may be agreed between
the Company and the Banks).
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint global coordinators and joint
bookrunners on the Placing severally, and not jointly, nor jointly
and severally, as agents of the Company. Participation in the
Placing will only be available to persons who may lawfully be, and
are, invited to participate by either of the Banks. Each of the
Banks, any of their respective Affiliates or any person acting on
its or their behalf are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Banks and the
Company following completion of the Bookbuild. The Placing Price
and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
Banks. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price
which is ultimately established by the Company and the Banks or at
prices up to a price limit specified in its bid. Bids may be scaled
down by the Banks and the Company on the basis referred to in
paragraph 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole.
4. The Bookbuild is expected to close no later than 6:00 p.m.
(London time) on 7 April 2021 but may be closed earlier or later,
at the discretion of the Banks and the Company. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each Placee's allocation will be agreed between the Banks and
the Company and will be confirmed to Placees orally or in writing
by the relevant Bank, acting as agent of the Company, following the
close of the Bookbuild, and an electronic trade confirmation and/or
electronic contract note will be dispatched as soon as possible
thereafter. Subject to paragraph 8 below, the relevant Bank's oral
or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of such Bank and the
Company in respect of Placing Shares, under which such Placee
agrees to acquire the number of Placing Shares allocated to it and
to pay the Placing Price for each such Placing Share on the terms
and conditions set out in this Appendix and in accordance with the
Company's constitutional documents.
6. The Banks will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as it may determine in consultation with the Company.
The Banks may also, notwithstanding paragraphs 3 and 4 above and
subject to the prior consent of the Company, (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The acceptance of offers shall be at the absolute
discretion of the Banks, subject to agreement with the Company. If
within a reasonable time after a request for verification of
identity, the Banks have not received such satisfactory evidence,
the Banks may, in consultation with the Company but at their
absolute discretion, terminate the Placee's participation in the
Placing in which event all funds delivered by the Placee to the
Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act, or (b)
in the United States to persons reasonably believed to be QIBs in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act pursuant to an exemption
from the registration requirements of the Securities Act. The
Placee and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be
(i) outside the United States and subscribing for the Placing
Shares in an "offshore transaction" as defined in, and pursuant to,
Regulation S under the Securities Act; or (ii) (a) a QIB, and (b)
subscribing for the Placing Shares pursuant to an exemption from
the registration requirements under the Securities Act,
acknowledging that the Placing Shares have not been, and will not
be, registered under the Securities Act or with any State or other
jurisdiction of the United States. With respect to (ii) above, it
is subscribing for the Placing Shares for its own account or for
one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment
purposes only and not with a view to any distribution or for resale
in connection with the distribution thereof, in whole or in part,
in the United States, and it has full power, capacity and authority
to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of
each such account.
8. No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of NI 45-106 or subsection
73.3(1) of the OSA, as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) not
created or used solely to purchase or hold the Placing Shares as an
accredited investor under NI 45-106; (c) a "permitted client"
within the meaning of NI 31-103 of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
9. A bid in the Bookbuild 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
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to acquire. Each Placee's obligations will be owed to the
relevant Bank. Conditional upon Admission, the Company shall allot
such Placing Shares to each Placee following each Placee's payment
to
the relevant Bank of such amount.
10. Except as required by law or regulation, no press release or
other announcement will be made by either of the Banks 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.
11. Irrespective of the time at which a 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".
12. All obligations under the Bookbuild and 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 "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees 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 after confirmation (oral
or otherwise) by a Bank.
14. To the fullest extent permissible by law, neither of the
Banks, none of their respective Affiliates nor any person acting on
its or their behalf shall have any responsibility or liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Banks, none of
their respective Affiliates nor any person acting on its or their
behalf shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the Banks' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Banks and the Company may
agree.
15. The Company reserves the right (upon agreement with the
Banks) to reduce or seek to increase the amount to be raised
pursuant to 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 Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
1. the Terms of Placing having been executed by the Company and the Banks;
2. the release by the Company of the Results of Placing Announcement;
3. the Company having allotted the Placing Shares to Placees,
subject only to Admission and the Placing Agreement not having been
terminated prior to Admission;
4. the delivery to the Banks of customary documentation in connection with the Placing;
5. none of the warranties on the part of the Company in the
Placing Agreement being untrue, inaccurate or misleading (i) as at
the date of the Placing Agreement; (ii) as at the time the Terms of
Placing are executed; and (iii) immediately prior to Admission, in
each case by reference to the facts and circumstances then
subsisting;
6. the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Admission and not being
in breach of the Placing Agreement;
7. there not having occurred, in the opinion of either of the
Banks, a material adverse change in relation to the Company or the
Group at any time prior to Admission; and
8. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 12 April 2021, or such later time and/or date
(being not later than 3.00 p.m. (London time) on 19 April 2021 ) as
the Company and the Banks may agree in writing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks may, at their discretion and upon such terms as they
think fit, extend the time for the satisfaction of any condition or
waive compliance by the Company with the whole or any part of any
of the Company's obligations in relation to the conditions in the
Placing Agreement (other than those conditions described in points
1 to 3 (inclusive) and 8 above, which may not be waived). Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither of the Banks shall have any liability or responsibility
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 to the Placing nor for any decision
it may make as to the satisfaction of any condition 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 Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
A Bank is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) there has been a
breach by the Company of any of the warranties or any failure by
the Company to perform any of its obligations contained in the
Placing Agreement; (ii) there has been a material adverse change in
relation to the Group; (iii) the application for Admission is
withdrawn or refused by the FCA or the London Stock Exchange; or
(iv) upon the occurrence of certain force majeure events.
If circumstances arise that would allow a Bank to terminate the
Placing Agreement, they may nevertheless determine to allow the
Placing to proceed. In addition, if both Banks do not give notice
to terminate the Placing Agreement in circumstances where they are
able, the Bank who does not give such notice may allow Admission to
proceed and will assume the obligations which remain to be
performed under the Placing Agreement by the Bank who has given
notice to terminate.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
confirmation by the Banks following the close of the Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Bank or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective Affiliates nor any
person acting on its or their behalf shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be prepared or submitted to be
approved by the FCA (or any other authority) in relation to the
Placing, and Placees' commitments will be made solely on the basis
of publicly available information taken together with the
information contained in this Announcement, and any Exchange
Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this
Announcement and subject to the further terms set forth in the the
electronic trade confirmation and/or electronic contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information),
either of the Banks, any of its or their respective Affiliates or
any person acting on its or their behalf and no such person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees 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 accepting a
participation in the Placing.
Notwithstanding the foregoing, certain documents provided to
Placees in connection with the Placing may constitute an offering
memorandum for the purposes of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a Placee with remedies for rescission or damages
if a document that constitutes an offering memorandum (including
any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The Placee
should refer to any applicable provisions of the securities
legislation of the Placee's province or territory for particulars
of these rights or consult with a legal advisor.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 days after (but including)
Admission, it will not, without the prior written consent of the
Banks, directly or indirectly issue or allot Ordinary Shares,
subject to customary exceptions and waiver by the Banks.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant their consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall not
have any liability to Placees whatsoever in connection with any
such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BVRZ8S85) following Admission will take place within CREST,
using the delivery versus payment mechanism, subject to certain
exceptions. Subject to certain exceptions, the Banks and the
Company 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 practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent an
electronic trade confirmation and/or electronic contract note
stating the number of Placing Shares to be allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the
relevant Bank and settlement instructions. Placees should settle
against CREST Participant ID: 393 if a Placee holds an account with
Jefferies or CREST Participant ID: 784 if a Placee holds an account
with JPMC. It is expected that such electronic trade confirmation
and/or electronic contract note will be despatched on or around 8
April 2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by JPMC as agent for the Company and JPMC will enter its
delivery (DEL) instruction into the CREST system. JPMC will hold
any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 12 April 2021 on a T+2
basis in accordance with the instructions given to the Banks.
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 LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the electronic trade
confirmation and/or electronic contract note is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject to 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 (including any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither the Banks nor the
Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Banks (in their capacity as joint
global co-ordinators and joint bookrunners, as placing agents of
the Company in respect of the Placing and as underwriters of the
Placing Shares) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:
1. that it has read and understood this Announcement, in its
entirety and that its subscription for Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;
2. that no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with
the Placing or is required under the EU Prospectus Regulation or UK
Prospectus Regulation and it has not received and will not receive
a prospectus, offering memorandum, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares, except to the extent such document constitutes
an offering memorandum for the purposes of applicable Canadian
securities laws in certain Canadian provinces;
3. that the Ordinary Shares are listed on the premium listing
segment of the Official List of the FCA and are admitted to trading
on the main market for listed securities of the London Stock
Exchange and that the Company is therefore required to publish
certain business and financial information in accordance with MAR
and the rules and practices of the London Stock Exchange and/or the
FCA (collectively, the "Exchange Information"), which includes and
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information;
4. that neither of the Banks, the Company, any of its or their
respective Affiliates nor any person acting on behalf of any of
them, has provided, and none of them will provide it with, any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing
Shares, nor has it requested either of the Banks, the Company, any
of their respective Affiliates nor any person acting on behalf of
any of them to provide it with any such material or
information;
5. that unless otherwise specifically agreed with the Banks, it
is not, and at the time the Placing Shares are acquired, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of a Restricted Territory or any other jurisdiction in which it
would be unlawful to make or accept an offer to acquire the Placing
Shares, subject to certain restrictions; and further acknowledges
that the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under
the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Banks, any of
its or their respective Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company or otherwise;
7. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange
Information, that it received and reviewed all information that it
believes is necessary or appropriate to make an investment decision
in respect of the Placing Shares, and that it has neither received
nor relied on any other information given or investigations,
representations, warranties or statements made by the Banks or the
Company and neither of the Banks, the Company, any of its or their
respective Affiliates nor any person acting on behalf of any of
them will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation, examination and due diligence of the business,
financial or other position of the Company in deciding to
participate in the Placing and that neither of the Banks, the
Company, any of its or their respective Affiliates nor any person
acting on behalf of any of them have made any representations to
it, express or implied, with respect to the Company, the Bookbuild,
the Placing and the Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information, and each of them expressly
disclaims any liability in respect thereof;
8. that it has not relied on any information relating to the
Company contained in any research reports prepared by either of the
Banks, any of their respective Affiliates or any person acting on
its or their behalf and understands that neither of the Banks, any
of their respective Affiliates nor any person acting on its or
their behalf (i) has or shall have any liability for public
information or any representation; (ii) 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 (iii) makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
9. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
10. that it acknowledges that no action has been or will be
taken by the Company, the Banks, its or their respective Affiliates
or any person acting on behalf of any of them that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
11. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company, any of its or
their respective Affiliates or any person acting on behalf of any
of them acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing;
12. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(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) and
will honour such obligations;
13. that it has complied with its obligations under the Criminal
Justice Act 1993 and the Market Abuse Regulation, and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime
and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook
of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations")
and, if 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;
14. 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, and does make, the
acknowledgments, representations and agreements contained herein on
behalf of each such person; and (ii) it is and will remain liable
to the Banks and the Company 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);
15. that if it is in the United Kingdom it is a Relevant Person
and if it is in a Member State of the EEA it is a Qualified
Investor 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;
16. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
17. that where it is acquiring the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that
it is authorised in writing by each such managed account to acquire
the Placing Shares for each such managed account and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such managed account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. that if it is acting as a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation and
the UK Prospectus Regulation, that the Placing Shares acquired for
by it in the Placing will not be acquired for on a
non-discretionary basis on behalf of, nor will they be acquired for
with a view to their offer or resale to, persons in a member state
of the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Banks has been given to the proposed offer
or resale;
20. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
22. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to Relevant Persons 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 the UK Prospectus Regulation and 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 the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person and agrees that this
Announcement has not been approved by either of the Banks in their
respective capacity as an authorised person under section 21 of
FSMA and it may not therefore be subject to the controls which
would apply if it was made or approved as financial promotion by an
authorised person;
23. that it has complied and will comply with all applicable
laws (including but not limited to all relevant provisions of the
FSMA in the UK) with respect to anything done by it in relation to
the Placing Shares;
24. that if it has received any inside information (as defined
under MAR) about the Company in advance of the Placing, it has not:
(i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by the MAR, in each case prior to the information being
made publicly available;
25. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Banks, any of its or
their respective Affiliates or any person acting on behalf of any
of them being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
26. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement 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 the
Banks may in their absolute discretion determine and without
liability to such Placee. Such Placee will, however, 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, fines 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;
27. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. that neither of the Banks, none of their respective
Affiliates nor any person acting on its or their behalf, is making
any recommendations to it, or advising it regarding the suitability
or merits of any transactions it may enter into in connection with
the Placing and that participation in the Placing is on the basis
that it is not and will not be a client of the Banks and that the
Banks do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
29. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. None of the Banks, the Company, any of its or
their respective Affiliates nor any person acting on behalf of any
of them will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar duties or taxes (together
with any interest, fines or penalties) resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to indemnify each of the Banks, the
Company, any of its and their respective Affiliates and any person
acting on behalf of any of them in respect of the same on an
after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of JPMC who will hold them as
nominee on behalf of such 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;
30. that these Terms and Conditions and 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 subjects (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts 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 Banks or the Company 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;
31. that each of the Banks, the Company, its or their respective
Affiliates and any person acting on behalf of any of them will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Banks and the Company 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 herein;
32. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company, its or their respective Affiliates and
any person acting on behalf of any of them harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the provisions of this Appendix
shall survive after completion of the Placing;
33. that it acknowledges that it irrevocably appoints any
director or authorised signatories of the Banks 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;
34. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the electronic trade
confirmation and/or electronic contract note will continue
notwithstanding any amendment that may in future be made to the
terms and conditions 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 or the Banks' conduct of the
Placing;
35. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Banks, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary to enable it to make an informed and intelligent
decision with respect to making an investment in the Placing
Shares, (v) it is aware and understands that an investment in the
Placing Shares involves a considerable degree of risk and (vi) it
will not look to the Banks, any of their respective Affiliates nor
any person acting on its or their behalf for all or part of any
such loss or losses it or they may suffer;
36. that it acknowledges and agrees that neither of the Banks
(nor any of their respective Affiliates and any person acting on
either of the Banks or their respective Affiliates' behalf) nor the
Company owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
37. that it understands and agrees that it may not rely on any
investigation that either of the Banks, their respective Affiliates
or any person acting on its or their behalf may or may not have
conducted with respect to the Company and its Affiliates or the
Placing and each of the Banks has not made any representation or
warranty to it, express or implied, with respect to the merits of
the Placing, the subscription for or purchase of the Placing
Shares, or as to the condition, financial or otherwise, of the
Company and its Affiliates, or as to any other matter relating
thereto, and nothing herein shall be construed as any investment or
other recommendation to it to acquire the Placing Shares. It
acknowledges and agrees that no information has been prepared by,
or is the responsibility of, either of the Banks, any of their
respective Affiliates or any person acting on its or their behalf
for the purposes of this Placing;
38. that it acknowledges and agrees that it will not hold either
of the Banks, any of their respective Affiliates nor any person
acting on its or their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group and that no
such person makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information or accepts any responsibility for any of such
information;
39. that in connection with the Placing, each of the Banks, any
of their respective Affiliates and any person acting on its or
their behalf may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any other
securities of the Company or related investments and may offer or
sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed
should be read as including any issue, offering or placement of
such shares in the Company to the Banks, any of their respective
Affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition certain of the Banks,
any of their respective Affiliates and any person acting on its or
their behalf may enter into financing arrangements (including
swaps, warrants or contracts for difference) with investors in
connection with which such person(s) may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares. Neither of the Banks, none of their respective
Affiliates nor any person acting on its or their behalf intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
40. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks. The Banks reserve the right to take up a portion of the
securities in the Placing as a principal position at any stage at
their sole discretion, inter alia, to take account of the Company's
objectives, MiFID II requirements and/or their allocation
policies;
41. that it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the United States Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of Canada, Australia, South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the Canada, United States, Australia, South Africa or Japan
or in any country or jurisdiction where any action for that purpose
is required;
42. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, and for so long as the Placing
Shares are "restricted securities", it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer;
43. that no representation has been made as to the availability
of the exemption provided by Rule 144 or any other exemption under
the Securities Act for the reoffer, resale, pledge or transfer of
the Placing Shares;
44. it acknowledges and agrees that, (i) any offer and sale of
the Placing Shares in Canada is being made on a private placement
basis only and is exempt from the requirement that the Company
prepares and files a prospectus under applicable Canadian
securities laws; and (ii) any resale of the Placing Shares into
Canada must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that
these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada;
45. if it is resident in Canada, it is (a) an "accredited
investor" within the meaning of Section 1.1 of NI 45-106 or
subsection 73.3(1) of the OSA, as applicable, and is either
purchasing the Placing Shares as principal for its own account, or
is deemed to be purchasing the Placing Shares as principal for its
own account in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (b) not created or used solely to purchase or hold
the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of NI 31-103) of the Canadian
Securities Administrators; (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws; and (e) if required by
applicable Canadian securities laws, it will execute, deliver and
file or assist the Company in obtaining and filing such reports,
undertakings and other documents relating to the purchase of the
Placing Shares by it as may be required by any Canadian securities
commission or other regulatory authority; and
46. if it is a resident of Québec, Canada, it acknowledges that
it is the Placee's express wish that all documents evidencing or
relating in any way to the sale of the Placing Shares be drawn in
the English language only. Si nous sommes résidents de la province
de Québec, nous reconnaissons par les présentes que c'est notre
volonté expresse que tous les documents faisant foi ou se
rapportant de quelque manière à la vente de ces valeurs mobilières
soient rédigés en anglais seulement.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
Affiliates and any person acting on its or their behalf) and are
irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. None of the Company, the Banks,
any of its or their respective Affiliates or any person acting on
behalf of any of them will be responsible for any stamp duty or
stamp duty reserve tax (including any interest, fines and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, 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.
Neither the Banks, the Company, any of its or their respective
Affiliates nor any person acting on behalf of any of them will be
liable to bear any stamp duty or stamp duty reserve tax or any
other similar duties or taxes (including, without limitation, other
stamp, issue, securities, transfer, registration, capital, or
documentary duties or taxes) ("Transfer Taxes") that arise (i) if
there are any such arrangements (or if any such arrangements arise
subsequent to the acquisition by Placees of Placing Shares) or (ii)
on a sale of Placing Shares, or (iii) otherwise than under the laws
of the United Kingdom. Each 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 Transfer Taxes
undertakes to pay such Transfer Taxes (including any interest,
fines and penalties relating thereto) forthwith, and agrees to
indemnify on an after-tax basis and hold the Banks and/or the
Company (as the case may be) and their respective Affiliates and
any person acting on its or their behalf harmless from any such
Transfer Taxes, and all interest, fines or penalties in relation to
such Transfer Taxes. Each Placee should, therefore, take its own
advice as to whether any such Transfer Tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their roles in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Banks, any money held in an account with
such Bank 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 rules and regulations of the FCA made under the
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
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes.
The rights and remedies of the Banks 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.
Time is of the essence as regards each Placee's obligations
under this Appendix.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Banks.
This Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to subscribe for shares pursuant to the Bookbuild and/or
the Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or the Banks 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.
Each Placee may be asked to disclose in writing or orally to the
Banks:
1. if he or she is an individual, his or her nationality; or
2. if it is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned. Appendix 2 - Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK;
"Admission" means admission of the Placing Shares to the premium
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's main market for listed securities;
"Affiliate" in respect of each Bank or the Company means any
other person that, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the
subsidiaries of such holding companies, branches, associated
companies and subsidiaries; and for these purposes "controlling
person" means any person who controls any other person; "control"
(including the terms "controlling", "controlled by" and "under
common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management,
policies or activities of a person whether through the ownership of
securities, by contract or agency or otherwise; and the term
"person" is deemed to include a partnership, and this definition
also includes the respective directors, officers, employees, agents
or advisers of all such persons;
"Announcement" means this announcement and its appendices;
"Banks" mean Jefferies and JPMC;
"Bookbuild" means the bookbuilding process to be commenced by
the Banks to use reasonable endeavours to procure placees for the
Placing Shares at the Placing Price, as described in this
Announcement and subject to the terms and conditions set out in
this Announcement and the Placing Agreement;
"Company" means Sanne Group plc;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in
respect of which Euroclear is the Operator (as defined in such
regulations) in accordance with which securities may be held and
transferred in Uncertificated Form;
"EU Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Group" means the Company and its Subsidiary Undertakings;
"Jefferies" means Jefferies International Limited and Jefferies
GmbH;
"JPMC" means J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"LSE" or "London Stock Exchange" means London Stock Exchange
plc;
"MAR" or "Market Abuse Regulation" means the Market Abuse
Regulation (EU) No.596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018;
"MiFID II" means the EU Directive 2014/65/EU on markets in
financial instruments, as amended;
"Ordinary Share" means an ordinary share of GBP0.01 each in the
capital of the Company;
"Placee" means a person procured by a Bank to subscribe for
Placing Shares;
"Placing" has the meaning given in paragraph 1 of this
Announcement;
"Placing Agreement" has the meaning given to it in Appendix 1 to
this Announcement;
"Placing Price" means the price per Ordinary Share at which the
Placing Shares are placed;
"Placing Shares" has the meaning given in paragraph 1 of this
Announcement;
"QIBs" means "qualified institutional buyers" as defined in Rule
144A of the Securities Act;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Relevant Person" has the meaning given to it in Appendix 1 to
this Announcement;
"Restricted Territory" has the meaning given to it in Appendix 1
to this Announcement;
"Results of Placing Announcement" means the announcement
published by the Company confirming the results of the Placing on a
Regulatory Information Service following the execution of the Terms
of Placing;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Subsidiary" or "Subsidiary Undertaking" each have the meaning
given to such term in the Companies (Jersey) Law 1991;
"Terms and Conditions" means the terms and conditions of the
Placing set out in Appendix 1 to this Announcement;
"Terms of Placing" has the meaning given to it in Appendix 1 to
this Announcement;
"UK Prospectus Regulation" means the EU Prospectus Regulation as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal Act) 2018;
"Uncertificated" or "in Uncertificated Form" means in respect of
a share or other security, where that share or other security is
recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title
to which may be transferred by means of CREST; and
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland.
This information is provided by RNS, the news service of the
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END
ACQKZGGDDNFGMZM
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