TIDMAGR
RNS Number : 9531I
Assura PLC
06 April 2020
Legal Entity Identifier (LEI): 21380026T19N2Y52XF72
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ASSURA PLC OR ANY OTHER ENTITY 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 ASSURA PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
6 April 2020
ASSURA PLC
("Assura" or the "Company")
Proposed equity placing of new ordinary shares to fund
development and acquisition pipeline that will deliver future GP
surgery, primary care and community healthcare buildings for the
NHS
The Board of Assura is announcing a proposed placing, by way of
accelerated bookbuild, of up to 240,207,920 new ordinary shares
("Placing Shares"), representing up to circa 10 per cent of the
Company's existing issued share capital (the "Placing").
The Placing, which is being conducted by way of an accelerated
bookbuilding process (the "Bookbuild") available to qualifying new
and existing investors, will be launched immediately following this
announcement.
Highlights
-- Assura is working closely with the NHS and our GP partners to
make sure we can best support the health service through the
COVID-19 crisis whilst also focusing on the safety and wellbeing of
Assura's colleagues, tenants and patients
-- Our predictable business model demonstrates our resilience in
these uncertain times with no change to the current business plan,
rent collection in line with normal patterns, a strong WAULT of
11.6 years and a strong financial position with no anticipated
amendments to the Company's dividend policy
-- Prior to the first reported case of COVID-19 in the United
Kingdom, Assura had a substantial pipeline of both development and
acquisition opportunities which continues to grow and therefore we
are looking to undertake a Placing to raise approximately GBP180
million to enable the Company to continue to deliver purpose built,
modern, medical centres to support local communities, while
maintaining the strong balance sheet that enables the Company to be
a long-term partner to the NHS
-- Assura has been working with the NHS and GPs for 17 years and
has delivered over GBP400 million of new developments and
improvements to existing properties over this period, with circa
GBP100 million of that provided in the last 3 years
-- As part of Assura's commitment to developing modern, fit for
purpose GP surgeries it acquired the primary care developer GPI in
May 2019 which has continued to enhance the Company's development
capabilities and accelerated growth of its development pipeline
-- Assura's integrated platform, relationship with the NHS and
its customers and substantial market access also continues to drive
its acquisition pipeline
-- The Company has established the Assura Community Fund and
will donate GBP2.5 million of the gross proceeds to the Fund. This
initial investment will support local communities in areas where
the Company owns assets
The Company currently has an immediate pipeline of GBP 165
million, split as follows:
-- GBP 81 million of onsite developments, with the majority
scheduled to complete by December 2020 (prior to any impact from
Government measures in relation to COVID-19 which may introduce
some delay but are not expected to otherwise impact these projects
which have already been approved by the NHS)
-- GBP 67 million of acquisition opportunities all in legal
hands, expected to complete within the next three-six months. The
Company is continuing to successfully complete acquisitions, with
GBP41 million completed in March
-- GBP17 million of asset enhancement capital projects where the
Company believes it can generate incremental value in its
portfolio
In addition, Assura continues to source investment opportunities
and expects to continue to replenish its pipeline of acquisitions
and development opportunities. The Company has an immediate
pipeline of GBP77 million of development opportunities that are
expected to commence within the next 12 months (subject to any
unexpected delay arising from Government advice for construction
site operation), and an extended development pipeline of a further
GBP199 million where Assura is the exclusive partner.
Following the deployment of the anticipated proceeds of the
Placing, the Company will have headroom of approximately GBP250
million to invest in further property additions before its LTV
reaches 40 per cent.
Jonathan Murphy, CEO of Assura said:
"The importance of the NHS to society has never been more
apparent than it is now in dealing with COVID-19. Assura has been
doing all we can to support the health service and our GP partners
where possible, such as assisting occupiers to optimise the use of
space in their buildings and offering any vacant space to the
NHS.
"GPs are the foundation to both the NHS and to their
communities, and for the last 17 years Assura has been focusing on
providing these GPs the modern medical space to allow them to help
their patients. 8.5% of the UK's population is now cared for by GPs
in one of Assura's buildings.
"We feel we are very well placed to help the NHS. We have
extremely close relationships with the GPs, understand their needs,
and have an experienced team that can navigate the complex medical
and real estate requirements. GPs need more modern space; 50% of
the current GP space is deemed to be not fit for purpose while the
pressures on GPs from an ageing population continue to grow.
"Our predictable business model demonstrates our resilience in
these uncertain times with no change to the current business plan,
rent collection in line with normal patterns, a strong WAULT of
11.6 years and a consistent dividend policy. Our strong financial
position allows us to deliver on our ongoing growth trajectory in
order to continue to provide the NHS with modern, fit for purpose
buildings.
"We are today announcing the establishment of the Assura
Community Fund in to which we will donate at least GBP2.5 million,
which has been set up to further support communities where we own
assets. The Fund will support charitable projects which benefit the
health and wellbeing of individuals living within a 15-mile radius
of Assura-owned healthcare buildings, as well as other
health-improving charitable purposes. This donation allows Assura
to make an immediate impact in the local communities in which it
operates."
Introduction
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
investors, will be launched immediately following this announcement
(being together with the appendix, the "Announcement"), in
accordance with the terms and conditions set out in the appendix to
this Announcement (the "Appendix"). The Company will determine the
price of the Placing Shares following the Bookbuild. Stifel
Nicolaus Europe Limited Securities Limited ("Stifel") and J.P.
Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or
"JPMC"), are acting as joint bookrunners in connection with the
Placing (the "Joint Bookrunners").
The books are expected to close no later than 6.00 a.m. (London
time) on 7 April 2020 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, Stifel and JPMC. A further
announcement will be made following closing of the Placing,
confirming the final details of the fundraising.
Rationale for the Placing
The Company has experienced substantial growth momentum in the
volume of its near term development and investment opportunities.
The Board therefore believes that the Placing will best enable the
Company to fund its near term development, acquisition and asset
enhancement pipeline as well as to provide the necessary financial
headroom to continue to maintain a conservative LTV.
Strong track record of delivering modern, purpose-built,
best-in-class buildings
Assura has demonstrated its ability to effectively deploy
significant capital over the last few years investing GBP525
million to grow its portfolio since its last equity issue in
November 2017. The Company's internally managed, scalable platform
has generated a 20% per annum gross rental income growth CAGR since
FY14. Assura's efficient operations and focus on cash generation
have driven a steady increase in dividend per share of 14% per
annum CAGR over the same time period.
Continued growth of our development pipeline
Assura has significantly increased the size of its development
pipeline during the course of the year as it seeks to provide
vital, modern primary care space. Assura has a large in-house
development team with strong relationships with GP customers and
this has been further strengthened through the acquisition of GPI
in May 2019. The Company has demonstrated its ability to deliver on
this significant and accelerating pipeline of opportunities with
completed developments of GBP15 million and completed acquisitions
of GBP119 million in the financial year ended 31 March 2020. These
acquisitions and developments have delivered earnings enhancing
portfolio growth with a yield on cost of 4.6% and an average WAULT
of 18.3 years.
Momentum has also built through the work of Assura's dedicated
asset management team who are focused on lease re-gears, signing
new tenant leases and capital projects to extend or improve
existing GP facilities. This has delivered an increase in the
number of lease re-gears signed (covering GBP2.9 million of the
existing rent roll), contributing to the portfolio WAULT being
maintained in the second half of the year. In addition, a strong
pipeline of re-gears (covering GBP4.6 million of the existing rent
roll) and asset enhancing capital projects (22 projects, GBP17
million of capital to be invested over the next two years) has been
built and further opportunities are being explored.
Use of Proceeds
In light of the strength of the immediate pipeline of
development and investment opportunities and to maintain a
conservative LTV, the Company intends to raise equity by way of a
non pre-emptive placing of up to 240,207,920 new ordinary shares.
The Board of Directors believes that this will allow the Company to
deliver high quality infrastructure to the NHS whilst maintaining
its LTV which, following the Placing and investment of the
proceeds, is expected to be at approximately 33 per cent. (on a pro
forma basis).
The Company currently has an immediate pipeline of GBP 165
million, split as follows:
-- GBP 81 million of onsite development opportunities, with the
majority due to complete by December 2020. A majority of these
projects are being carried out using the Company's in-house
development capability, with the remainder forward funded
schemes
-- GBP 67 million of acquisition opportunities all in legal
hands, that we would normally expect to complete within the next
three-six months and consisting of individual properties rather
than substantial portfolio deals. In the 2020 financial year, the
Company has successfully completed acquisitions for a consideration
of GBP 119 million
-- GBP17 million of asset enhancement capital projects aimed at
growing contracted rental income and managing the Company's
WAULT
In addition, Assura continues to source investment opportunities
and expects to continue to replenish its pipeline of acquisitions
and development opportunities. The Company has an immediate
pipeline of GBP77 million of development opportunities that are
expected to commence within the next 12 months, and an extended
development pipeline of a further GBP199 million where Assura is
the exclusive partner and such schemes are awaiting NHS approval.
The Company is supporting contractors to follow Government advice
for construction sites and prioritise the health of their teams and
is prepared for delays to anticipated completion dates for its
on-site developments and start dates of the immediate pipeline. The
Company continues to progress its development projects wherever
possible and where delays occur the Company would not anticipate
this affecting its expectations for the projects themselves. It is
also continuing to see additional acquisition opportunities through
April.
Following the deployment of the anticipated proceeds of the
Placing, the Company will have headroom of approximately GBP250
million to invest in further property additions before the LTV
reaches 40 per cent.
Immediately investing GBP2.5 million of the capital raise in the
Assura Community Fund
The Assura Community Fund has been set up to support charities,
voluntary organisations and community groups, working across the UK
where Assura owns healthcare buildings to support healthier
communities for the public benefit. The Fund will further support
charitable projects which benefit the health and wellbeing of
individuals living within a 15-mile radius of Assura-owned
healthcare buildings as well as other health-improving charitable
purposes.
The Assura Community Fund builds on and formalises the Healthy
Community grant programme that Assura has operated in recent years,
which has supported numerous community projects including:
-- Leicestershire: a charity that matches patients with undiagnosed dementia to local support
-- West Sussex: a new oven and bread prover for a community
bakery creating skills and employment opportunities for young
adults with learning difficulties and autism
-- Herefordshire: a new lining for a community swimming pool
used by schools and lessons for those that need support whilst
exercising
-- North Ayrshire: a community gardening scheme
Terms of the Placing
Stifel and J.P. Morgan Cazenove are acting as Joint Bookrunners
in connection with the Placing pursuant to an agreement entered
into between the Company and the Joint Bookrunners dated 6 April
2020 (the "Placing Agreement").
Under the terms of the Placing, the Company intends to issue up
to 240,207,920 Placing Shares pursuant to the authorities granted
at the Company's Annual General Meeting held on 2 July 2019 ,
conditional on Admission becoming effective.
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 the existing
ordinary shares in issue in the capital of the Company, including
the right to receive all future dividends and distributions
declared, made or paid on or in respect of such ordinary shares by
reference to a record date falling after the date of issue of the
Placing Shares. For the avoidance of doubt, the Placing Shares
shall not qualify for the quarterly interim dividend of 0.697 pence
per share payable on 15 April 2020 to holders of ordinary shares on
the register on 13 March 2020.
The Placing will be non-pre-emptive and launched immediately
following this Announcement. The number of Placing Shares and the
price per Placing Share (the "Placing Price") will be determined at
the close of the Bookbuild which is expected to close later today.
The results of the Placing will be announced shortly thereafter on
a Regulatory Information Service.
The Joint Bookrunners 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 Joint Bookrunners 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 Stifel or
JPMC.
To bid for Placing Shares in the Placing, investors should
communicate their bid by telephone to Stifel or JPMC. 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 Joint Bookrunners in consultation with the
Company. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
Prior to launch of the Placing, the Company consulted with a
significant number of its shareholders to gauge their feedback as
to the terms of the Placing. Feedback from this consultation was
supportive and as a result the Board has chosen to proceed with the
Placing. The Placing is being structured as a Bookbuild to minimise
execution and market risk. The Board intends to apply the
principles of pre-emption when allocating Placing Shares to those
shareholders that participate in the Placing.
Application will be made for the Placing Shares to be admitted
to listing on the premium listing segment of the Official List of
the FCA and to be admitted to trading on the main market for listed
securities of the London Stock Exchange plc (the "London Stock
Exchange") (together, " Admission " ). Subject to Admission
becoming effective, it is expected that settlement of subscriptions
in respect of the Placing Shares and trading in the Placing Shares
will commence at 8.00 a.m. on 9 April 2020.
The Placing is conditional upon, inter alia, Admission becoming
effective not later than 8.00 a.m. (London time) on 9 April 2020
(or such later time and/or date, being not later than 8.00 a.m.
(London time) on 16 April 2020, as Stifel and JPMC may jointly
agree with the Company) and the Placing Agreement not being
terminated in accordance with its terms before that time.
The above proposed dates may be subject to change at the
discretion of the Company, Stifel and JPMC.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and subject to the conditions in this Announcement, and to be
providing the representations, warranties and acknowledgements
contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of
the Placing set out in the Appendix to this Announcement.
Enquiries:
Assura plc +44 1925 420660
Jonathan Murphy
Jayne Cottam
David Purcell
Stifel Nicolaus Europe Limited +44 20 7710 7600
Mark Young
Stewart Wallace
Tom Marsh
Alex Miller
J.P. Morgan Cazenove +44 207 742 4000
Bronson Albery
Barry Meyers
Tara Morrison
Beau Freker
Finsbury +44 20 7251 3801
Gordon Simpson
James Thompson
Dealing codes
Ticker AGR
ISIN for the Placing Shares GB00BVGBWW93
SEDOL for the Placing Shares BVGBWW9
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The 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 other
jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct any public offering of securities in the United States or
elsewhere.
All offers of Placing Shares will be made pursuant to an
exemption under the Regulation (EU) 2017/1129 (the "Prospectus
Regulation") 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) persons in Member States of the Economic European Area
and the United Kingdom who are qualified investors within the
meaning of article 2(e) of the Prospectus Regulation ("Qualified
Investors"); and (b) in the United Kingdom, Qualified Investors who
are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons"). This Announcement must
not be acted on or relied on by persons who are not Relevant
Persons.
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 Joint Bookrunners 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 Joint Bookrunners 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
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Securities
plc (which conducts its UK investment banking services as "J.P.
Morgan Cazenove") is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the FCA
and the PRA. Stifel and J.P. Morgan Cazenove are each acting
exclusively for the Company in connection with the Placing. Neither
Stifel nor J.P. Morgan Cazenove 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 Stifel and J.P. Morgan Cazenove by
FSMA or the regulatory regime established thereunder, none of
Stifel, J. P. Morgan Cazenove 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 Stifel, J.P. Morgan Cazenove 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 Stifel or
J.P. Morgan Cazenove. 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.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under 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 the target market for the Placing
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
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this Announcement, 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
TERMS AND CONDITIONS OF THE PLACING
***
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO
AN EXEMPTION UNDER REGULATION (EU) 2017/1129 AND INCLUDING ANY
RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM (THE
"RELEVANT STATE") (THE "PROSPECTUS REGULATION"), FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING
SHARES. THIS ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) PERSONS IN RELEVANT STATES WHO ARE DEFINED AS
QUALIFIED INVESTORS IN THE PROSPECTUS REGULATION ("QUALIFIED
INVESTORS"); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS AND (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, (THE "ORDER") OR (II) HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (C) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OR
SUBSCRIPTION OF PLACING SHARES.
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 or subscribe for any new ordinary shares ("Placing
Shares") in the capital of Assura plc (the "Company") in any
jurisdiction in which any such offer or solicitation would be
unlawful.
All offers of the Placing Shares will be made pursuant to an
exemption under the 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 the Financial Services and Markets Act 2000, as
amended ("FSMA"), does not apply.
The Placing Shares referred to in this Announcement have not
been and will not be registered under the United States Securities
Act of 1933, as amended ("Securities Act") or under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold or transferred in, into or within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
jurisdiction of the United States.
The distribution of this Announcement, the placing of the
Placing Shares (the "Placing") and/or issue of the Placing Shares
in certain jurisdictions may be restricted by law. No action has
been taken by the Company, J.P. Morgan Securities plc (which
conducts its UK investment banking business as J.P. Morgan
Cazenove) ("JPMC"), or Stifel Nicolaus Europe Limited ("Stifel",
together with JPMC, the "Joint Bookrunners" and each a "Joint
Bookrunner") or any of their respective affiliates that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing 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 Joint
Bookrunners to inform themselves about and to observe any such
restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
'Important Notices' section of this Announcement.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the "Placees") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and subscribing for
Placing Shares on the terms and conditions contained in this
Appendix and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things),
that:
1. it is a Relevant Person and undertakes that it will subscribe
for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the
European Economic Area ("EEA") or the United Kingdom who subscribes
for any Placing Shares pursuant to the Placing, it is a Qualified
Investor;
3. it is subscribing for the Placing Shares for its own account
or is subscribing for the Placing Shares for an account with
respect to which it exercises sole investment discretion and has
the authority to make and does make the representations,
warranties, indemnities, acknowledgements and agreements contained
in this Announcement;
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is either (i) outside
the United States subscribing for the Placing Shares in an offshore
transaction as defined in and in accordance with Regulation S under
the Securities Act or (ii) a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act ("Rule 144A").
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority (the
"FCA") in relation to the Placing and Placees' commitments will be
made solely on the basis of the information contained in this
Announcement (including this Appendix), the announcement of the
pricing of the Placing through a Regulatory Information Service
(the "Placing Results Announcement") and any information publicly
announced through a Regulatory Information Service (as defined in
the listing rules of the FCA (the "Listing Rules")) by or on behalf
of the Company on or prior to the date of this Announcement or
otherwise published on the Company's website in connection with the
Placing (the "Publicly Available Information") and subject to any
further terms set forth in the electronic contract note and/or
electronic trade confirmation sent to individual Placees. Each
Placee, by participating in the Placing, agrees that it has neither
received nor relied on any information, representation, warranty or
statement made by or on behalf of the Joint Bookrunners or the
Company other than the Publicly Available Information and none
of
the Joint Bookrunners, the Company nor any person acting on such
person's behalf nor any of their affiliates has or shall have any
liability for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement. 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. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Each of the Joint Bookrunners has entered into a placing
agreement (the "Placing Agreement") with the Company under which it
has severally undertaken, on the terms and subject to the
conditions set out in the Placing Agreement, to use reasonable
endeavours to procure Placees for the Placing Shares. The Placing
will not be underwritten.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company ("Ordinary Shares"), including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
As part of the Placing, the Company has agreed that it will not,
amongst other things, issue or sell any Ordinary Shares for a
period of 90 days after Admission (as defined below) without the
prior written consent of the Joint Bookrunners. This agreement is
subject to certain customary exceptions.
Application for admission to listing and trading
Application will be made to the FCA for admission of the Placing
Shares to listing on the premium listing segment of the Official
List and to London Stock Exchange plc ("London Stock Exchange") for
admission of the Placing Shares to trading on its main market for
listed securities (together "Admission").
It is expected that Admission will take place on or before 8.00
a.m. (London time) on 9 April 2020 and that dealings in the Placing
Shares on the London Stock Exchange's main market for listed
securities will commence at the same time.
Bookbuilding Process
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. 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 Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may, in their sole discretion, determine.
Notice to prospective investors in Canada
This Announcement (including this Appendix) constitutes an
"exempt offering document" as defined in and for the purposes of
applicable Canadian securities laws. No prospectus has been filed
with any securities commission or similar regulatory authority in
Canada in connection with the offer and sale of the Placing Shares.
No securities commission or similar regulatory authority in Canada
has reviewed or in any way passed upon this document or on the
merits of the Placing Shares and any representation to the contrary
is an offence.
Canadian investors are advised that this document has been
prepared in reliance on section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"). Pursuant to section 3A.3 of
NI 33-105, this document is exempt from the requirement that the
Company and the Joint Bookrunners provide Canadian investors with
certain conflicts of interest disclosure pertaining to "connected
issuer" and/or "related issuer" relationships as would otherwise be
required pursuant to subsection 2.1(1) of NI 33-105.
Resale Restrictions
The 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 Placing Shares
acquired by a Canadian investor in this offering 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.
Rights of Action for Damages or Rescission
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if the 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 purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights
or consult with a legal adviser.
Language of Documents
Upon receipt of this Announcement, each Canadian purchaser
hereby confirms that it has expressly requested that all documents
evidencing or relating in any way to the sale of the Placing Shares
described herein (including for greater certainty any purchase
confirmation or any notice) be drawn up in the English language
only. Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu'il a expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce
soit à la vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d'achat ou
tout avis) soient rédigés en anglais seulement.
Taxation and Eligibility for Investment
No representation or warranty is hereby made as to the tax
consequences of an investment in the Placing Shares or with respect
to the eligibility of the Placing Shares for investment by any such
investor
Principal terms of the Bookbuilding Process and Placing
1. JPMC and Stifel are acting as Joint Bookrunners to the Placing, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and their
affiliates are entitled to enter bids in the Bookbuilding
Process.
3. The Bookbuilding Process will establish a single price per
Placing Share payable to the Joint Bookrunners by all Placees whose
bids are successful (the "Placing Price"). The Placing Price and
the aggregate proceeds to be raised through the Placing will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuilding Process and any discount to the
market price of the Ordinary Shares will be determined in
accordance with the Listing Rules. The Placing Price will be
announced through the Placing Results Announcement following the
completion of the Bookbuilding Process.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone to their usual sales contact at
JPMC or Stifel. Each bid should state the number of Placing Shares
which a prospective Placee wishes to subscribe for at either the
Placing Price which is ultimately established by the Company and
the Joint Bookrunners or at prices up to a price limit specified in
its bid. Bids may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 9 below. Each of the Joint
Bookrunners is arranging the Placing severally, and not jointly, or
jointly and severally, as agent of the Company.
5. The Bookbuilding Process is expected to close no later than
6.00 a.m. (London time) on 7 April 2020 subject to acceleration but
may be closed earlier or later at the discretion of the Joint
Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuilding
Process has closed. The Company reserves the right to reduce the
amount to be raised pursuant to the Placing in its discretion. The
total number of shares to be issued pursuant to the Placing shall
not exceed 240,207,920 Ordinary Shares, representing approximately
9.99% of the Company's existing issued ordinary share capital.
6. Each Placee's allocation will be agreed between the Joint
Bookrunners and will be confirmed orally by the relevant Joint
Bookrunner as soon as practicable following the close of the
Bookbuilding Process. The relevant Joint Bookrunner's oral
confirmation of an allocation will give rise to a legally binding
commitment by the Placee concerned, in favour of the relevant Joint
Bookrunner and the Company, under which it agrees to subscribe for
the number of Placing Shares allocated to it on the terms and
subject to the conditions set out in this Appendix and the
Company's articles of association.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process, detailing the
aggregate number of the Placing Shares to be issued and the Placing
Price at which such shares have been placed.
8. Each Placee's allocation and commitment will be evidenced by
an electronic contract note and/or electronic trade confirmation
issued to such Placee by one of the Joint Bookrunners. The terms of
this Appendix will be deemed incorporated therein.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as they may determine or be
directed. The Joint Bookrunners may also, notwithstanding
paragraphs 5 to 7 above, (a) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (b) allocate Placing Shares after the Bookbuilding Process
has closed to any person submitting a bid after that time.
10. A bid in the Bookbuilding Process 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 Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
to 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 such
Placee has agreed to subscribe for and the Company has agreed to
allot and issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent
12. 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 subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
13. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment 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'.
14. By participating in the Bookbuilding Process each Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their affiliates nor any of their or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Bookrunners nor any of
their affiliates or holding companies nor any of its or their
agents, directors, officers or employees shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
the Joint Bookrunners and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, they
will be sent an electronic contract note and/or electronic trade
confirmation which will confirm the number of Placing Shares
allocated to them, the Placing Price and the aggregate amount owed
by them to the relevant Joint Bookrunner. Each Placee will be
deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with the relevant Joint Bookrunner or otherwise as
such Joint Bookrunner may direct.
Settlement of transactions in the Placing Shares (ISIN:
GB00BVGBWW93) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+2 basis unless
otherwise notified by the Joint Bookrunners and is expected to
occur on 9 April 2020. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and the Joint Bookrunners
may agree that the Placing Shares should be issued in certificated
form. The Joint Bookrunners reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing Bank of England
rate as determined by the Joint Bookrunners.
If Placees do not comply with their obligations the relevant
Joint Bookrunner may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
electronic contract note and/or electronic trade confirmation is
forwarded/sent 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. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional on, amongst other
things:
(a) the Company having complied with its obligations under the Placing Agreement;
(b) none of the warranties contained in the Placing Agreement
being, in the good faith opinion of a Joint Bookrunner, untrue,
inaccurate or misleading as at the date of the Placing Agreement or
at any time between the date of the Placing Agreement and Admission
(by reference to the facts and circumstances from time to time
subsisting);
(c) there not having been, in the good faith opinion of a Joint
Bookrunner, any material adverse change in, or any development
involving a prospective material adverse change in or affecting,
the condition (financial, operational, legal or otherwise),
earnings, funding position, solvency, business affairs, or
operations or prospects of the Company and the Company's subsidiary
undertakings (taken as a whole), whether or not foreseeable and
whether or not arising in the ordinary course of business (a
"Material Adverse Change"), at any time prior to Admission;
(d) the term sheet having been duly executed and delivered by
the Company and the Joint Bookrunners;
(e) the publication of the Placing Results Announcement through
a Regulatory Information Service immediately following execution of
the term sheet;
(f) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(g) Admission taking place not later than 8.00 a.m. (London
time) on the closing date, to be agreed by the Company and Joint
Bookrunners and set out in the term sheet,
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"Conditions").
If any of the Conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived or extended to the extent
permitted by law or regulations in accordance with the Placing
Agreement, or the Placing Agreement is terminated in accordance
with its terms (as to which, see 'Termination of the Placing'
below), the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under 'Termination of the
Placing' below and will not be capable of rescission or termination
by it.
The Joint Bookrunners shall be entitled in their absolute
discretion and upon such terms and conditions as they fit to waive
fulfilment of all or any of the Conditions in whole or in part (to
the extent permitted by law or regulation) or extend the time or
date provided for satisfaction of any such conditions in respect of
all or any part of the performance thereof, save that the Condition
set out at (d), (e), (f) and (g) above may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
Neither the Joint Bookrunners nor any of their respective
affiliates or holding companies nor any of their or their
respective affiliates' or holding companies' agents, directors,
officers or employees, respectively, nor the Company 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 any of
them 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 any of them 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 Joint Bookrunners
and the Company.
Termination of the Placing
The Joint Bookrunners may, in their absolute discretion
terminate the Placing Agreement in its entirety at any time up to
and including Admission in certain circumstances, including (among
others) the Company's application, either to the FCA or the London
Stock Exchange, for Admission is refused by the FCA or the London
Stock Exchange (as appropriate), a breach by the Company of the
warranties given to the Joint Bookrunners under the Placing
Agreement, a breach by the Company of any of its obligations under
the Placing Agreement, the occurrence of a Material Adverse Change
in the opinion of the Joint Bookrunners (acting in good faith), or
the occurrence of certain force majeure events.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company and the Joint Bookrunners that the exercise by the
Company or the Joint Bookrunners of any right of termination or any
other right or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners, their respective
affiliates or their or their respective affiliates' agents,
directors, officers or employees, respectively, shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
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 Joint Bookrunners following the close of the
Bookbuilding Process.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each
prospective Placee (and any person acting on such Placee's behalf)
represents, warrants, acknowledges and agrees (for itself and for
any such prospective Placee) with the Joint Bookrunners (in their
capacity as bookrunners and placing agents of the Company in
respect of the Placing) and the Company, in each case as a
fundamental term of their application for Placing Shares, that:
1. it has read and understood this Announcement in its entirety
and that its subscription for the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Appendix 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 Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it has not received an offering document or a prospectus in
connection with the Placing and acknowledges that no prospectus or
other offering document has been or will be prepared in connection
with the Placing;
3. the Placing Shares will be listed on the premium listing
segment of the Official List of the FCA and admitted to trading on
the London Stock Exchange's main market for listed securities and
that the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the FCA and the London Stock Exchange (collectively,
the "Exchange Information"), which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements and that it is able
to obtain or access the Exchange Information and (b) it will not
hold the Joint Bookrunners or any of their affiliates or any person
acting on their behalf responsible or liable for any misstatements
in or omissions from the Publicly Available Information, including
the Exchange Information, and, except in the case of their own
fraudulent misrepresentation, the Joint Bookrunners shall have no
liability for any other representations (express or implied) in, or
for any omissions from, any other written or oral communication
transmitted to it in the course of its evaluation of the Placing
Shares. The Joint Bookrunners have no obligation to update any of
the Publicly Available Information, including the Exchange
Information, or to correct any inaccuracies therein or omissions
therefrom, even where a Joint Bookrunner is aware of such
inaccuracies or omissions;
4. neither the Joint Bookrunners nor the Company nor any of
their respective affiliates, or their or their respective
affiliates' agents, directors, officers or employees, respectively,
nor any person acting on behalf of any of them has provided, and
will not provide, it with any material regarding the Placing Shares
or the Company or any other person other than the information in
this Announcement or any other Publicly Available Information, and,
if it is in the United States, the US QIB Letter (as defined
below), such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares; nor has it
requested the Joint Bookrunners, the Company, any of their
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5. it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have
conducted, nor any information contained in any research reports
prepared by the Joint Bookrunners or any of their respective
affiliates, and that it received and reviewed all information that
it believes is necessary or appropriate in connection with the
purchase of the Placing Shares (and, without limiting the
foregoing, it does not require any disclosure or offering document
or prospectus for such purpose) and it has relied solely on its own
judgment, examination and due diligence of the Company, and the
terms of the Placing, including the merits and risks involved, and
not upon any view expressed by or information provided by, or on
behalf of, the Joint Bookrunners or any of their affiliates;
6. the Joint Bookrunners are not providing any service to it,
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into to buy any
Placing Shares, nor providing advice to it in relation to the
Placing Shares or the Company;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners, any of their affiliates or any persons acting on their
behalf is responsible for or has or shall have any liability for
any information or representation, warranty or statement relating
to the Company contained in this Announcement, or any other
Publicly Available Information, including the Exchange Information,
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in this Announcement, any other Publicly
Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
8. the Placing Shares are being offered and sold by the Company
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act and to a
limited number of "qualified institutional buyers" ("QIBs") (as
defined in Rule 144A) pursuant to an exemption from, or transaction
not subject to, the registration requirements of the Securities
Act. It and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be
either: (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act or (ii) a
QIB that has duly executed a US QIB letter in a form provided to it
and delivered the same to one of the Joint Bookrunners or its
affiliates (the "US QIB Letter"). 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 to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
9. it has such knowledge and experience in financial and
business matters that (a) it is capable of evaluating and will
evaluate, independently, the merits and risks of an investment in
the Placing Shares, (b) 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 an
investment in the Placing Shares for an indefinite period, (c) it
is aware and understands that an investment in the Placing Shares
involves a considerable degree of risk, and (d) it will not look to
any Joint Bookrunner for all or part of any such loss or losses it
may suffer and It has been provided a reasonable opportunity to
undertake and has undertaken such investigation and has been
provided with and has evaluated such documents and information as
it has deemed necessary to enable it to make an informed and
intelligent decision with respect to making an investment in the
Placing Shares;
10. 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 US 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 Australia, Canada,
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 United States, Australia,
Canada, South Africa or Japan or in any country or jurisdiction
where any action for that purpose is required;
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.
It will not directly or indirectly offer, reoffer, resell,
transfer, assign, pledge or otherwise dispose of any Placing Shares
except: (a) in an offshore transaction in accordance with Rule 903
or 904 of Regulation S outside the United States; (b) in the United
States to a person that it and any person acting on its behalf
reasonably believes is a QIB who is purchasing for its own account
or for the account of another person who is a QIB pursuant to Rule
144A under the Securities Act (it being understood that all offers
or solicitations in connection with such a transfer are limited to
QIBs and do not involve any means of general solicitation or
general advertising); (c) pursuant to Rule 144 under the Securities
Act (if available); or (d) pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and, if the Company shall so require, subject to
delivery to the Company of an opinion of counsel (and such other
evidence as the Company may reasonably require) that such transfer
or sale is in compliance with the Securities Act, in each case in
accordance with any applicable securities laws of any state or
other jurisdiction of the United States;
11. it and/or each person on whose behalf it is
participating:
(a) is entitled to subscribe for Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
12. 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;
13. neither of the Joint Bookrunners, nor their respective
affiliates, nor any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability 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 either of the
Joint Bookrunners and that the Joint Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their 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 any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
14. it will make payment to the Joint Bookrunners (as the Joint
Bookrunners may direct) for the Placing Shares allocated to it in
accordance with the terms and conditions of this Announcement on
the due times and dates set out in this Announcement, failing which
the relevant Placing Shares may be placed with others on such terms
as the Joint Bookrunners determine in their absolute discretion
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares on its behalf;
15. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that it may be called upon to
subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
16. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners 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;
17. the person who it specifies for registration as holder of
the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. The Joint Bookrunners and the Company
will not be responsible for any liability to stamp duty or stamp
duty reserve tax resulting from a failure to observe this
requirement. It agrees to subscribe for Placing Shares pursuant to
the Placing on the basis that the Placing Shares will be allotted
to a CREST stock account of the Joint Bookrunners (or either of
them) who will hold them as nominee directly or indirectly on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
18. 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 stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
19. it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and undertakes that it
will subscribe for, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
20. 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 persons whose ordinary activities involve them in
subscribing for, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business 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. if within the EEA or United Kingdom, it is a Qualified
Investor as defined in section 86(7) of FSMA, being a person
falling within Article 2.1(e) of the Prospectus Regulation;
22. it has only communicated or caused to be communicated and it
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 Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA and
the Financial Services Act 2012 in respect of anything done in,
from or otherwise involving the United Kingdom);
24. 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
persons whose ordinary activities involve them in subscribing for,
holding, managing or disposing of investments (as principal or
agent) for the purpose of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA;
25. if it has received any inside information (as defined in the
Market Abuse Regulation (EU) No. 596/2014) about the Company in
advance of the Placing, it has not: (a) dealt in the securities of
the Company or financial instruments related thereto or cancel or
amend an order concerning the Company's securities or any such
financial instruments; (b) encouraged or required another person to
deal in the securities of the Company or financial instruments
related thereto or cancel or amend an order concerning the
Company's securities or any such financial instruments; or (c)
disclosed such information to any person, prior to the information
being made publicly available;
26. neither the Joint Bookrunners, the Company nor any of their
respective affiliates, or their or their respective affiliates'
agents, directors, officers or employees, respectively, nor any
person acting on behalf of such persons is making any
recommendation to it, advising it regarding the suitability of any
transaction it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representation, warranty, acknowledgement, agreement, undertaking
or indemnity contained in the Placing Agreement nor the exercise or
performance of any of the Joint Bookrunners' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
27. acknowledges and accepts that the Joint Bookrunners may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, the Joint Bookrunners will not make
any public disclosure in relation to such transactions;
28. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (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;
29. its commitment to subscribe for Placing Shares on the terms
set out in this Announcement 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 Joint Bookrunners' conduct of the Placing;
30. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
31. it is located outside of Belgium or, if it is located in
Belgium, it (a) qualifies as either (i) a professional client
within the meaning of the Royal Decree of 19 December 2017 laying
down detailed rules on the implementation of the directive on
markets in financial markets or (ii) an eligible counterparty
within the meaning of Article 3, -- 1 of the same royal decree; and
(b) act for its own investment account and for purposes which are
not outside its trade, business, craft or profession;
32. it is located outside of Switzerland or, if it is located in
Switzerland then under the Swiss Financial Services Act ("FinSA")
it is a professional client within the meaning of the FinSA;
33. if situated in South Africa, it (i) falls within the
exemptions set out in section 96(1)(a) of the South African
Companies Act; or (ii) it is a person who subscribes, as principal,
for shares at a minimum aggregate subscription price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the Companies
Act. Further, it warrants that it has obtained necessary exchange
control approval(s) and that it will comply with all necessary
exchange control restrictions, applicable in its jurisdiction;
34. if it is located in Australia, that it is receiving the
offer of sale of Placing Shares pursuant to a disclosure exemption
in the Corporations Act 2001 and in particular that it is within
one or more of the following categories of investors ("Exempt
Investors"):
(a) "sophisticated investors" that meet the criteria set out in
section 708(8) of the Corporations Act 2001;
(b) "professional investors" referred to in section 708(11) and
as defined in section 9 of the Corporations Act 2001;
(c) investors who receive the offer through an Australian
financial services licensee, where all of the criteria set out in
section 708(10) of the Corporations Act 2001 have been satisfied;
or
(d) persons to whom an offer of the Placing Shares may be made
without disclosure to investors under Part 6D.2 of the Corporations
Act 2001 in reliance on one or more applicable exemptions in
section 708 of the Corporations Act 2001;
35. the Company, the Joint Bookrunners and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to
each Joint Bookrunner on its own behalf and on behalf of the
Company and are irrevocable;
36. if it is subscribing for the Placing Shares as a fiduciary
or agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
37. it acknowledges that it irrevocably appoints any director of
the Joint Bookrunners 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;
38. 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
Joint Bookrunners);
39. time is of the essence as regards its obligations under this
Appendix;
40. 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 Joint Bookrunners;
41. the Placing Shares will be issued subject to the terms and
conditions set out in this Appendix;
42. 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 Bookbuilding
Process 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
Joint Bookrunners 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;
IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 42 (INCLUSIVE),
THE STATEMENTS IN PARAGRAPHS 43 to 55 (INCLUSIVE) APPLY IF YOU ARE
LOCATED IN CANADA
43. where required by law, it is purchasing as principal, or is
deemed to be purchasing as principal in accordance with applicable
securities laws of the province in which it is resident, for its
own account and not as agent for the benefit of another person;
44. it, or any ultimate purchaser for which it is acting as
agent, is entitled under applicable Canadian securities laws to
purchase the Placing Shares without the benefit of a prospectus
qualified under such securities laws and without limiting the
generality of the foregoing, is an "accredited investor" as defined
in section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106") and section 73.3(1) of the Securities Act
(Ontario), as applicable, and a "permitted client" as defined in
section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103"), and:
(a) are purchasing the Placing Shares from a dealer registered
as an "investment dealer" or "exempt market dealer" as defined
under applicable securities laws; or
(b) are purchasing the Placing Shares from a dealer permitted to
rely on the "international dealer exemption" contained in, and have
received the notice from such dealer referred to in section 8.18 of
NI 31-103;
45. it is not a person created or used solely to purchase or
hold securities as an "accredited investor" as described in
paragraph (m) of the definition of "accredited Investor" in section
1.1 of NI 45 106 or section 73.3(1) of the Securities Act
(Ontario), as applicable;
46. it acknowledges that the distribution of the Placing Shares
in Canada are being made on a private placement basis only and that
it will not receive a prospectus that has been prepared in
accordance with Canadian securities laws and filed with any
securities regulatory authority in Canada;
47. you acknowledge that any Placing Shares subscribed for are
restricted securities in Canada and any resale of the Placing
Shares must be made in accordance with applicable Canadian
securities laws, which may require such resale to be made in
accordance with prospectus and registration requirements or
exemptions from the prospectus and registration requirements, that
such resale restrictions may apply to resales of the Placing Shares
outside of Canada and that the Placing Shares are subject to
restrictions on redemptions, withdrawals, assignments, transfers
and encumbrances;
48. if resident in Quebec, by purchasing the securities
described herein, it will be deemed to confirm that it has
expressly requested that all documents evidencing or relating in
any way to the sale of the securities described herein (including
for greater certainty any purchase confirmation or any notice) be
drawn up in the English language only. En achetant les valeurs
mobilières décrites aux présentes, l'acheteur confirme par les
présentes qu'il a expressément exigé que tous les documents faisant
foi ou se rapportant de quelque manière que ce soit à la vente des
valeurs mobilières décrites aux présentes (incluant, pour plus de
certitude, toute confirmation d'achat ou tout avis) soient rédigés
en anglais seulement;
49. if it is an individual investor it acknowledges that the
Company may be required to file a report of trade with all
applicable securities regulatory authorities in Canada containing
personal information about it and, if applicable, any disclosed
beneficial purchaser of the Placing Shares:
50. it has been notified by the Company of such delivery of a
report of trade containing the full legal name, residential
address, telephone number and email address of each purchaser or
disclosed beneficial purchaser, the number and type of securities
purchased, the total purchase price paid for such securities, the
date of the purchase and specific details of the prospectus
exemption relied upon under applicable securities laws to complete
such purchase, including how the purchaser or disclosed beneficial
purchaser qualifies for such exemption;
51. the foregoing information is collected indirectly by the
applicable securities regulatory authority under the authority
granted to it for the purposes of the administration and
enforcement of securities legislation, whom you may contact for
more information regarding the indirect collection of such
information;
52. it authorises the indirect collection of this information by
each applicable securities regulatory authority and acknowledges
that such information is made available to the public under
applicable securities legislation;
53. its name, address, telephone number and other specified
information, including the number of Placing Shares it has
purchased and the aggregate purchase price paid by it, may be
disclosed to other Canadian securities regulatory authorities and
may become available to the public in accordance with the
requirements of applicable Canadian laws. By purchasing the Placing
Shares, it consents to the disclosure of such information;
54. it acknowledges that the directors and officers of the
Company are likely to be located outside of Canada and, as a
result, it may not be possible for purchasers to effect service of
process within Canada upon the Company or those persons. All or a
substantial portion of the assets of the Company and those persons
is likely to be located outside of Canada and, as a result, it may
not be possible to satisfy a judgment against the Company or those
persons in Canada or to enforce a judgment obtained in Canadian
courts against the Company or those persons outside of Canada;
and
55. it acknowledges that it has not been provided with any
written offering material including offering memorandum in
connection with the purchase of the Placing Shares.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, each of the Joint Bookrunners and each
of their respective affiliates and each of their and their
respective affiliates' agents, directors, officers and employees,
respectively, 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 given by the Placee
(and any person acting on such Placee's behalf) in this Appendix
and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to
their allotment and issue to Placees, or such persons as they
nominate as their agents, directly by the Company. Such agreement
assumes that the Placing Shares are not being issued or transferred
in connection with arrangements to issue depositary receipts or in
respect of the issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the
settlement related to other dealings in the Placing Shares, stamp
duty or stamp duty reserve tax may be payable, for which neither
the Company nor the Joint Bookrunners would be responsible. If this
is the case, it would be sensible for Placees to take their own
advice and they should notify the Joint Bookrunners accordingly. In
addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them
to subscribe for any Placing Shares and each Placee, or the
Placee's nominee, in respect 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 non-UK stamp, registration, documentary,
transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable),
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
either the Company and/or the Joint Bookrunners have incurred any
such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Joint
Bookrunners for themselves and on behalf of the Company and are
irrevocable.
The Joint Bookrunners are acting exclusively for the Company and
no one else in connection with the Bookbuilding Process and the
Placing and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
Bookbuilding Process or the Placing and will not be responsible to
anyone (including Placees) other than the Company for providing the
protections afforded to their clients or for providing advice in
relation to the Bookbuilding Process or the Placing or other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements or agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Bookrunners may
(at their absolute discretion) satisfy its obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZZGGDKVLGGZM
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April 06, 2020 11:42 ET (15:42 GMT)
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