TIDMWHI
RNS Number : 8420G
W.H. Ireland Group PLC
30 November 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
WH Ireland Group Plc
("WH Ireland" or the "Company")
Conditional Acquisition of Harpsden Wealth Management
Conditional Placing for up to GBP5.3m
WH Ireland is pleased to announce that it has entered into a
conditional acquisition agreement (the "Acquisition Agreement") to
acquire the entire issued share capital of Harpsden Wealth
Management Limited ("Harpsden"), (the "Conditional
Acquisition").
Highlights
-- Harpsden is an independent financial advisory and wealth
management company with c. GBP250m assets under management ("AUM")
and a further c.GBP140m assets under influence ("AUI")
-- Harpsden reported an operating profit of GBP0.88m from a
revenue of GBP2.9m [1] in the last financial year
-- The Directors believe that the transaction creates better
economics for both firms by using the Company's established
platform to help deliver annual cost synergies, which are estimated
at c.GBP0.6m
-- Assuming no further changes, the acquisition would increase
WH Ireland's pro forma AUM by c.14 per cent. to c.GBP2bn
-- The acquisition would bring talent, model portfolio
leadership and financial planning capacity
-- Total consideration of GBP7.8m made up of initial cash
consideration of GBP5.3m and two further contingent payments of
GBP1.25m each over 24 months
-- Placing to raise gross proceeds of approximately GBP5.3m at 40 pence per share
Phillip Wale, CEO, commented:
"The acquisition of Harpsden is in line with our stated strategy
of growing the Wealth Management ("WM") division through both
organic and inorganic growth. The progress we have made in
reorganising our business is evidenced by our return to
profitability and we now have a robust operating platform from
which to build both businesses. The Conditional Acquisition will
add assets to our platform and also strengthen key elements of our
proposition for the future. It is financially attractive and our
route to full integration is clear. We look forward to welcoming
the Harpsden team and feel confident that we are creating a
stronger and more capable Wealth Business with clear
differentiation."
Placing Summary
In order to support the Conditional Acquisition, and pay the
initial cash consideration, WH Ireland announces that it is today
carrying out an equity fundraising (the "Placing") to raise
approximately GBP5.3m, through the issue of c.13,250,000 Ordinary
Shares ("Placing Shares") at a price of 40 pence per share
("Placing Price"), a 3.6% discount to the closing price of 41.5p on
27 November 2020.
The Placing is conditional, amongst other things, on the passing
of certain resolutions to authorise the allotment and issue of the
Placing Shares pursuant to the Placing (as the Company has
insufficient authorities in place to do so without further
shareholder approval) (the "Resolutions").
The Conditional Acquisition is conditional upon, amongst other
things, the Placing having completed.
WH Ireland Limited is acting as broker in relation the Placing
(the "Broker"). A placing agreement has been entered into today
between the Company and the Broker in connection with the Placing
(the "Placing Agreement").
The Placing is being conducted, subject to the satisfaction of
certain conditions set out in the Appendix to this Announcement,
through an accelerated book-build process (the "Bookbuild" or the
"ABB"), which will be launched immediately following this
Announcement. The number of Placing Shares to be issued in
connection with the Placing will be determined by the Broker at the
close of the ABB process, and the results of the Placing will be
announced as soon as practicable thereafter. The Placing Shares,
assuming full take-up, will represent approximately 21 per cent. of
the Company's enlarged share capital.
Certain of the Directors of the Company, together with certain
existing shareholders, have indicated an intention to participate
in the Placing.
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
Phillip Wale, CEO +44(0) 20 7220 1666
WH Ireland Limited (as broker)
Harry Ansell/Adam Pollock +44(0) 20 7220 1666
SPARK Advisory Partners Limited
Andrew Emmott +44 (0) 203 368 3555
MHP Communications
Reg Hoare / James Bavister +44 (0) 2013 128 8793
Asgard Partners
Alexander Rix +44 (0) 20 7653 9011
ADDITIONAL INFORMATION
1. BACKGROUND
The Directors believe that the existing business of the Company
today represents an operationally strong and robust platform, it
operates across two markets (WM and Capital Markets ("CM")) and has
supportive shareholders. Its stated intention is to build scale and
capabilities to drive increases in revenue and profitability and to
use cash generation from both businesses to drive growth in
discretionary AUM for its WM business. Whilst it is intended that a
portion of that growth in WM will be organic; a key part of the
Directors strategy is that the WM division will grow through
inorganic growth.
The Conditional Acquisition is in line with the Board's
strategic ambitions for the Company. For the WM division, the
intention is to drive growth in discretionary AUM to GBP3.0bn with
ambitions to achieve WM margins of 20 per cent. The Directors
expect to achieve this through the ongoing transfer of clients from
advisory to discretionary platform services; from organic growth
and selective hires; and from further inorganic growth as the
Directors believe that WHI's scale and equity will prove attractive
to individuals and business sellers. For the CM division the
intention is to double revenues over three years while maintaining
cost discipline. The Directors believe that this can be achieved
through increasing client numbers and activity levels;
strengthening the existing team and its capabilities with new
hires; as well as the potential for careful consolidation.
2. POTENTIAL ACQUISITION
Harpsden is a chartered financial planning business with its own
discretionary fund management model portfolio service [2] . It was
founded in 2008 by Ian Brady and Jeremy Arthur; and was purchased
by LTV in December 2018. Harpsden is regulated by the Financial
Conduct Authority ("FCA").
Harpsden has AUM of c.GBP250m held mainly in unit trusts &
OEICs (and further AUI of GBP140m), with the majority of its AUM
held across just two platforms. Its offering comprises three
primary services:
1. Financial Planning.
2. Portfolio Management.
3. Wealth Management.
After adjusting for intragroup tax losses (see summary table
below), Harpsden generated an operating profit of GBP880k, and
after adjusting for intragroup tax losses (see summary table below)
an adjusted profit after tax of c.GBP713k from revenue of c.GBP2.9m
for the year ended 31 December 2019. This represents revenue growth
of 2.5% over the two year period and a 3.5% increase in operating
profit over the same time.
Summary of Harpsden Financial Information
Dec-17 Dec-18 Dec-19
======================= ======= ======= =======
GBP'000 GBP'000 GBP'000
Revenue 2,773 2,914 2,918
Gross profit (1) 2,632 2,825 2,807
Admin expenses (1,830) (2,004) (1,925)
Other operating income 50
------- ------- -------
Operating Profit 852 820 882
Other Income 9
Interest payable (10) (10) (6)
PBT 842 819 876
Tax (158) (46) (859)
PAT (2) 684 773 17
======= ======= =======
Adjusted PAT([2]) 684 773 713
------- ------- -------
(1) Net of introducer payments
(2) LTV group loss surrender of GBP859k utilised in 2019 against
Harpsden profit. Normalised tax charge estimated to be GBP163k at
19% of taxable profit.
3. THE OPPORTUNITY
The Directors believe that in addition to the AUM of c.GBP250m,
alongside the further AUI of GBP140m, an established
Henley-on-Thames office and 18 members of staff, the transaction
also brings model portfolio leadership, further experienced talent
and financial planning capacities to the Company and could create
better economies of scale for both firms through the Company's
established platform. In particular, the Directors believe that
incorporating Harpsden's management team into the Company's
existing senior leadership team could accelerate the transformation
of the Company in line with the Board's strategic aims. The
Conditional Acquisition would bring a new team, including a fund
manager who has previously worked at an institutional level at
Schroders and Invesco Perpetual; financial planning leadership; a
Chartered Independent financial advice business around which the
Company can build its own offering; and increased distribution by
way of five new advisers.
The Directors also believe that the transaction creates better
economics for both firms by using the Company's established
platform to help deliver annual cost synergies, which are estimated
at c.GBP600,000. Assuming no further changes, it would increase WH
Ireland's pro forma AUM by c.14 per cent. to c.GBP2bn.
4. MARKET OVERVIEW
Harpsden has a strong market position in the UK Financial
Advisory Market, having been placed at 36th position in the top 100
UK Financial Advisory Firms[3], with GBP420m of client AUM and AUI
as at November 2019. Harpsden also achieved higher AUM and AUI per
adviser than any of the top 10 independent financial advisers with
GBP84m managed per adviser therein ranking 4th out of the top
100(3) . The Directors believe this highlights not only the high
quality of Harpsden's service, but also the levels of skill and
experience of its advisers and investment team.
5. THE ACQUISITION AGREEMENT
On 29 November 2020, the Company entered into the Acquisition
Agreement pursuant to which it conditionally agreed to acquire the
entire issued share capital of Harpsden.
The consideration payable for the Conditional Acquisition is
expected to be up to GBP7.8m, consisting of an initial GBP5.3m cash
consideration to be paid on completion of the Conditional
Acquisition and deferred consideration of GBP1.25m payable on each
of the first and second anniversaries of completion of the
Conditional Acquisition. The first deferred consideration is to be
paid in cash and the second deferred consideration is to be
satisfied as to 60 per cent. by the issue of WH Ireland shares
(unless certain share price thresholds are met, in the event of
which WHI can elect to pay in cash) and the remainder in cash.
Completion of the Acquisition Agreement is subject to various
conditions, including the completion of the Placing, regulatory
approval being granted by the FCA to certain shareholders (as
controllers), and the passing of the Resolutions. The Acquisition
Agreement also contains certain customary undertakings in relation
to the actions of Harpsden pending completion of the Conditional
Acquisition.
Certain of the Sellers have also agreed under the Acquisition
Agreement to give warranties to the Company in relation to the
business and affairs of Harpsden, subject to customary contractual
limitations.
6. DETAILS OF THE PLACING
In order to support the proposed Conditional Acquisition, the
Company announces the proposed Placing to raise gross proceeds of
up to GBP5.3 million through the issue of c.13,250,000 Placing
Shares at a price of 40 pence per share, a 3.6% discount to the
previous trading day closing share price of 41.5 pence per share on
27 November 2020.
The Company has entered into the Placing Agreement with the
Broker on customary terms and conditions pursuant to which, subject
to the conditions set out in the Placing Agreement, the Broker has
agreed to use its reasonable endeavours (as agent for the Company)
to procure placees for the Placing Shares at the Placing Price.
The obligations of the Broker under the Placing Agreement are
conditional upon, inter alia, the Resolutions being duly passed at
the General Meeting and Admission becoming effective on or before
8.00 a.m. on 21 December 2020 (or such later time and date as the
Company and the Broker shall agree, not being later than 8.30 a.m.
on 29 January 2021).
The Placing Agreement contains provisions entitling the Broker
to terminate the Placing Agreement at any time prior to Admission
in certain circumstances. If this right is exercised or if the
conditionality in the Placing Agreement is not satisfied, the
Placing will not proceed. As it is a condition of the Acquisition
Agreement that the Placing is completed, in those circumstances the
Conditional Acquisition would also not proceed.
Application will be made for the Placing Shares to be admitted
to trading on AIM. Subject to the Resolutions being passed at the
General Meeting, it is expected that Admission of the Placing
Shares will become effective and that dealings will commence in the
Placing Shares at 8.00 a.m. on 21 December 2020.
7. INFORMATION ON THE COMPANY'S TRADING
WH Ireland's unaudited interim results for the six months ended
30 September 2020 were announced on 26 October 2020 disclosing a
profit before tax of GBP0.33m (2019 H1: loss of GBP1.44m).
Please refer to the announcement of 26 October 2020 for more
information.
8. GENERAL MEETING
Completion is conditional upon, inter alia, the approval by the
Shareholders of the Resolutions at the General Meeting which is to
be held at 10a.m. on 18 December 2020.
.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BROKER, ("QUALIFIED INVESTORS") AS
DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN 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 (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF
ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE
FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
the Republic of Ireland or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, the Republic of Ireland, the Republic of South
Africa or any other jurisdiction in which such offer, sale, resale
or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) Articles 16(3) and 24(2) of EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and 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" and/or
"distributor" (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 the Placing Shares are: (i) compatible with an end
target market of: (a) investors who meet the criteria of
professional clients and (b) eligible counterparties (each as
defined in MiFID II); and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and
risks of such an investment and who have sufficient resources to
be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II and/or the FCA Handbook of rules and
guidance; 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for Placing Shares to raise, in
aggregate, cGBP5.3m in gross proceeds at a price of 40p per share
(the "Placing Price"). The Placing is not being underwritten by the
Broker or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Broker and a
further announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will 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 (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under
WHI with ISIN GB0009241885 .
Application for admission to trading
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on AIM. Subject to the
Resolutions being passed at the General Meeting, it is expected
that settlement of any such shares and Admission will become
effective on or around 21 December 2020 and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Broker will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Broker and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
Participation in, and the principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between the
Broker and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual contact at the
Broker. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by the Broker on the basis
referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of the Broker. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Broker following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. Oral or emailed confirmation from the Broker
will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of the
Broker and the Company, under which it agrees to acquire by
subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the Broker's
consent, such commitment will not be capable of variation or
revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Broker may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with the Broker's consent will not be capable of
variation or revocation from the time at which it is submitted.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
11. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
12. By participating in the Placing, 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.
13. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Broker nor
any of its affiliates shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Broker and its affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Broker nor any of its
affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing.
Conditions of the Placing
The Broker's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
1. the passing of the Resolutions;
2. the application for Admission and all other documents
required to be submitted with the application being delivered to
the London Stock Exchange not later than 8.00 a.m. on 15 December
2020;
3. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
4. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
5. the consent of Polygon Global Partners LLP, pursuant to the
undertaking given by the Company dated 13 October 2017;
6. the issue and allotment of the Placing Shares, conditional
only upon Admission, by 21 December 2020;
7. Admission taking place no later than 8.00 a.m. on 21 December
2020 or such later time as may be agreed between the Company and
the Broker, not being later than 29 January 2021 ; and
8. the Placing Agreement not having been terminated by the
Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company, being not later than 29 January 2021 (the
"Long Stop Date")); (ii) any of such conditions becomes incapable
of being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed 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 the Placee in respect
thereof.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long
Stop Date), 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 save that the condition relating to Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they 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 they 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
Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
1. the Company has failed to comply with its obligations under
the Placing Agreement, or with the requirements of any applicable
laws or regulations (including the Market Abuse Regulation and the
AIM Rules) in relation to the Placing;
2. the Broker becomes aware of any circumstance which results in
a breach of any of the warranties given in the Placing Agreement
when given at the date of the Placing Agreement or which results in
or might in the reasonable opinion of the Broker result in a
material breach of any of the warranties when deemed given;
3. the appointment of the Broker as agent of the Company is terminated for whatever reason;
4. it should come to the notice of the Broker that any statement
contained in any of the Issue Documents (as defined in the Placing
Agreement) has become or been discovered to be untrue, inaccurate
or misleading which the Broker (acting reasonably) considers to be
material and such matter has not been addressed by the publication
of a further document or the making of an announcement, as required
by the Broker;
5. in the reasonable opinion of the Broker any material adverse
change in the financial or trading position or prospects of the
Company or any Group Company has or will occur;
6. Admission may, in the reasonable opinion of the Broker, be
detrimental to the ordinary operation or reputation of AIM; or
7. an event or other matter (including, without limitation, any
change or development in economic, financial, political, monetary
or other market conditions has occurred or is likely to occur
which, in the reasonable opinion of the Broker, is or is likely to
materially and prejudicially affect the financial position or the
business or prospects of the Company or materially and adversely
affects, or is likely to be prejudicial to, the Placing or
Admission or the subscription for Placing Shares by Placees.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of a prospectus
in the United Kingdom or any equivalent document in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
or the London Stock Exchange in relation to the Placing, and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the business and financial information that the Company is
required to publish in accordance with the AIM Rules (the "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or the Broker or any other person and neither
the Broker, the Company nor any other 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 and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Broker, the Company or
their respective officers, directors, employees or agents. 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. Neither the
Company nor the Broker are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the Broker, stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
(in GBP) and a form of confirmation in relation to settlement
instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Broker in accordance with the standing CREST
settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares (ISIN:
GB0009241885 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited (" CREST
") provided that, subject to certain exceptions, the Broker
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place on 21 December
2020 in accordance with the instructions set out in the contract
note.
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 4 percentage points above the prevailing LIBOR
rate as determined by W.H. Ireland Limited.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker 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 Broker's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Broker on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Broker such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation 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 as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Broker or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, the Broker nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of the Broker has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Regulation as
having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the
Broker or the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in
this Announcement and the Exchange Information; nor has it
requested any of the Broker, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
8. that it is: (i) unless otherwise agreed in writing with the
Broker, located outside the United States and is not a US person as
defined in Regulation S under the Securities Act ("Regulation S")
and is subscribing for and/or purchasing the Placing Shares only in
"offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for and/or purchasing Placing Shares
as a result of any "directed selling efforts" as defined in
Regulation S or by means of any form of "general solicitation" or
"general advertising" as such terms are defined in Regulation D
under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
10. that neither the Broker or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Exchange Information.
11. that, unless specifically agreed with the Broker, it is not
and was not acting on a non- discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
12. that it is not a national or resident of Canada, Australia,
the Republic of Ireland, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws
of Canada, Australia, the Republic of Ireland, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, the Republic of Ireland, the Republic
of South Africa or Japan or to or for the benefit of any person
resident in Canada, Australia, the Republic of Ireland, the
Republic of South Africa or Japan and each Placee acknowledges that
the relevant exemptions are not being obtained from the Securities
Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian
Securities and Investments Commission or Japanese Ministry of
Finance and that the Placing Shares are not being offered for sale
and may not be, directly or indirectly, offered, sold, transferred
or delivered in or into Canada, Australia, the Republic of Ireland,
the Republic of South Africa or Japan;
13. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
14. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
15. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
16. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
17. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Broker;
18. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
19. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
20. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
21. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
22. that any money held in an account with the Broker (or its
nominee) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee's) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
23. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
24. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
25. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
26. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
27. that, as far as it is aware, it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, 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 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Broker such evidence, if any,
as to the identity or location or legal status of any person which
the Broker may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Broker on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Broker may decide
in its absolute discretion;
35. that it will not make any offer to the public within the
meaning of the Prospectus Regulation of those Placing Shares to be
subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the 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 Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
40. that the Broker or its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
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 the
Broker or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Definitions
A circular setting out details of the Placing and the
Conditional Acquisition and to convene the General Meeting is
expected to be posted to Shareholders tomorrow (and will be
available on the Company's website from that date). Terms used but
not defined in this Announcement shall have the meanings given to
such terms in the circular.
"Announcement" this announcement (including the Appendix
which forms
part of this announcement)
"Bookbuild" or "ABB" the accelerated bookbuilding to be conducted
by the Broker
pursuant to the Placing Agreement and
this Announcement
------------------------------------------------
"EEA" the European Economic Area
------------------------------------------------
"FCA" the Financial Conduct Authority
------------------------------------------------
"Group Company" the Company and its existing subsidiaries
and subsidiary
undertakings
------------------------------------------------
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU)
(incorporating the technical standards,
delegated regulations and guidance notes,
published by the European Commission,
London Stock Exchange, the FCA and the
European Securities and Markets
Authority)
------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA acting in its capacity
as the UK listing authority to receive,
process and disseminate regulatory information
------------------------------------------------
"Securities Act" the United States Securities Act of 1933,
as amended
------------------------------------------------
[1] As per audited accounts for the year ended 31 December
2019
[3] as per the 2019 New Model Adviser rankings
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Policy.
END
MSCGZMZMMLVGGZZ
(END) Dow Jones Newswires
November 30, 2020 02:00 ET (07:00 GMT)
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